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Home My WebLink About FULL PACKET_2018-07-17MINUTES OF, THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA JULY 3, 2018 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:09 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor P. DAVID BENAVIDES VICENTE SARMIENTO (5:11 P.M.) JOSE SOLORIO SAL TINAJERO (5:31 P.M.) JUAN VILLEGAS COUNCILMEMBERS Absent: MICHELE MARTINEZ, Mayor Pro Tem STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS - None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:09 P.M. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Peter Brown, Liebert Cassidy and Steven V. Pham, Executive Director of Human Resources CITY COUNCIL MINUTES 1 JULY 3, 2018 10A-1 Employee Organizations: • Santa Ana Police Officers Association (POA) • Service Employees' International Union (SEIU) Part -Time 2. CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: a. Theresa Le v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2018-00988425-C U -C R -CJ C b. Orange County Catholic Worker, et al. v. Orange County, et al.., U.S. District Court (Central District of California), Case No. SA CV 18 -0155 -DOC (KESx) 3. LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: Ronald Moreno v. City of Santa Ana; Workers' Compensation Appeals Board case # ADJ11089928 CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. RECESSED CLOSED SESSION AND CONVENED TO THE REGULAR OPEN SESSION. AT 6:13 P.M. CITY COUNCIL MINUTES 2 10A-2 JULY 3, 2018 REGULAR OPEN MEETING CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:21 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: MICHELE MARTINEZ, Mayor Pro Tem STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO ERIC WAKELING, POLICE CHAPLAIN • SPECIAL PRESENTATION — Orange County Water District General Manager, Mike Markus. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Neutral Ground in recognition of the Summer Night Lights program and contributions to the community. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER TINAJERO to Valley High School's High School Inc. Culinary Arts and Hospitality Academy in recognition of their 2018 Cooking Up Change National Championship. CITY COUNCIL MINUTES 3 JULY 3, 2018 10A-3 CLOSED SESSION REPORT - There was no reportable action. PUBLIC COMMENTS • Emily Perarza, representing Invest in Youth Coalition, opined city budget needs guidelines and asked City Council to think of Santa Ana youth. • Annie Lai, thanked City Council for including funding for legal defense for its residents. Opined service is a vital resource for Santa Ana residents and urged City Council to consider an increase in funding. • Jennifer Koh, opined legal defense funds are well spent and urgently needed. Urged City Council to consider an increase in funding. • Dulce Saavedra, addressed City Council to present guidelines in investing cannabis revenue in youth programs, and to request implementation of a youth advisory board. • Roberto Herrera, opined universal representation is needed and continued support will send a message that all are welcomed in Santa Ana. • George S., expressed concern over Delhi homeless shelter and need for additional law enforcement to patrol area. • Denise S., addressed City Council to request additional law enforcement to patrol area, nightly disturbance, and need to address homeless issue. Councilmember Sarmiento, expressed concern over Board of Supervisors approval of a three- year lease extension of the Delhi homeless shelter over City of Santa Ana's objections, need to address nuisance impact, and dangers created by facility. Councilmember Solorio, opined need to close Delhi facility, inappropriate location, and negative impact on community. Asked staff if $2.6 million in cannabis revenue indicated in budget is already earmarked for other purposes, how additional $5 million projection is earmarked and placed in the general fund, and voting requirements if item is a reserved fund. Opined anticipated cannabis revenue projection should count towards structural deficit. Councilmember Benavides, noted opportunity to negotiate with county to provide private patrol or Orange County Sherriff services in the area. Asked City Attorney if council can draft an ordinance or modify the original motion to ensure youth services fund is established to capture cannabis revenue and creation of new or enhanced services for youth services in community. City Attorney Carvalho, noted City Council can request reconsideration or direct staff to prepare an ordinance; projected cannabis revenue are not reserve monies. Deputy City Manager Cortez, noted $2.6 million is identified as a reserve appropriation for youth services and additional $2.6 million is reserve appropriation for enforcement in the general fund. Councilmember Villegas, recommend that a portion of cannabis revenue to be used for youth drug education. CITY COUNCIL MINUTES 4 JULY 3, 2018 10A-4 CONSENT CALENDAR ITEMS MOTION. Approved staff recommendations on Consent Calendar items 10A through 25C. MOTION: Sarmiento SECOND: Benavides VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF JUNE 19, 2018 {STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office MOTION: Approved Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on fust reading, such abstention will also be reflected in the minutes for second reading. 11A. ADOPT AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE ADOPTION OF CITY BUDGET FISCAL YEAR 2018-2019 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Placed on first reading at the June 19, 2018 City Council meeting and approved by a vote of 5-0 (Benavides and Martinez absent). Published in the Orange County Reporter on June 22, 2018. MOTION: Placed ordinance on second reading and adopted. ORDINANCE NO. NS -2951 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROPRIATING MONIES TO THE SEVERAL OFFICES, AGENCIES, AND DEPARTMENTS OF THE CITY FOR FISCAL YEAR BUDGET PERIOD COMMENCING JULY 1, 2018 CITY COUNCIL MINUTES 5 JULY 3, 2018 10A-5 BOARDS / COMMISSIONS / COMMITTEES 13A. APPOINT ROMAN A. REYNA TO THE PLANNING COMMISSION FOR A PARTIAL -TERM EXPIRING DECEMBER 11, 2018 AS THE WARD 4 REPRESENTATIVE {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Appointed Roman A. Reyna to the Planning Commission as the Ward 4 representative (replaces P. Bacerra). 13B. APPOINT LESLEY LUNA TO THE YOUTH COMMISSION FOR A PARTIAL - TERM EXPIRING DECEMBER 15, 2020 AS THE WARD 3 ALTERNATE REPRESENTATIVE {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION. Appointed Lesley Luna to the Youth Commission as an Alternate Member representing Ward 3 (replaces C. Duran). MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — None MOTION. Approved settlement as follow: LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: Ronald Moreno v. City of Santa Ana; Workers' Compensation Appeals Board case # ADJ11089928; settlement in the amount of $270,000 approved by 6-0 vote (Martinez absent). 19B. EXCUSED ABSENCES — None 19C. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR JUNE 2018 {STRATEGIC PLAN NO. 5, 11 —Public Works Agency The CIP Executive Summary Schedule is available on the City's website at hftp://www.santa-ana.oro/pwa/documents/ExecutiveMonthlyCI PJune2018. pdf MOTION: Received and filed. CITY COUNCIL MINUTES 10A-6 JULY 3, 2018 BUDGETARY MATTERS SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. CONTRACT AWARD TO VANTAGE COMPANY FOR SANTA ANA POLICE DEPARTMENT ATRIUM PANEL RETROFIT PROJECT AND VARIOUS CONSTRUCTION PROJECTS - SPEC. NO. 18-051 {STRATEGIC PLAN NO. 6, 21 - Finance and Management Services Agency; and Police Department MOTION: 1. Authorized a one-time purchase and payment of purchase order to Vantage Company to reinforce the wood paneling in two atriums of the Police Department in an amount not to exceed $24,800, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Established a blanket order contract with Vantage Company for the period of July 1, 2018 to June 30, 2019 for various construction projects for the Facilities Maintenance Department in an amount not to exceed $25,000, subject to non -substantive changes approved by the City Manager and City Attorney. PROJECTS/CHANGE ORDERS 23A. ACCEPT CONSTRUCTION COMPLETION FOR THE THORNTON PARK LIGHTING PROJECT (PROJECT NO. 16-2655) {STRATEGIC PLAN NO. 6, 1B & 1 G) — Public Works Agency MOTION: Accepted the Notice of Completion for the construction of the Thornton Park Security Lighting Project. 23B. ACCEPT CONSTRUCTION COMPLETION OF THE ALLEY IMPROVEMENTS IN THE EASTSIDE NEIGHBORHOOD PROJECT (PROJECTS 17-6891, 16- 6865,15-6842) {STRATEGIC PLAN NO. 6, 1 B & 1G) — Public Works Agency MOTION. Accepted the Notice of Completion for the construction of Alley Improvements in the Eastside Neighborhood project. 23C. ACCEPT CONSTRUCTION COMPLETION FOR THE EDINGER AVENUE AND WILLITS/SULLIVAN LANDSCAPE IMPROVEMENTS PROJECT (PROJECT NOS. 16-7521, 16-7522) {STRATEGIC PLAN NO. 6, 1G) — Public Works Agency CITY COUNCIL MINUTES 7 JULY 3, 2018 10A-7 MOTION. Accepted the Notice of Completion for the construction of the Edinger Avenue and Willits/Sullivan Landscape Improvements Project. 23D. APPROVE REVISED COST ANALYSIS FOR GRANT -FUNDED SAFE ROUTES TO SCHOOL ENHANCEMENTS AT WASHINGTON ELEMENTARY [PROJECT NO. 16-6872, ATPL-5063 (161)] {STRATEGIC PLAN NOS. 6, 1B & 1 G} — Public Works Agency MOTION: Approved a revised cost analysis for the grant -funded project, Safe Routes to School Enhancements at Washington Elementary, to utilize additional project grant funding available for traffic safety enhancements, resulting in a net increase of $146,000 in the project contingency budget. AGREEMENTS 25A. APPROVE A FOURTH AMENDMENT TO AGREEMENT WITH WESTBOUND COMMUNICATIONS FOR "READY OC" EMERGENCY PREPAREDNESS AND "IF YOU SEE SOMETHING, SAY SOMETHINGT"'" PUBLIC AWARENESS CAMPAIGNS {STRATEGIC PLAN NO. 1, 6}—Police Department MOTION: Authorized the City Manager and Clerk of the Council to execute a fourth amendment, extending the term with Westbound Communications, Inc. for consultant services in the continuance of the Ready OC Emergency Preparedness Campaign and the "If You See Something, Say SomethingTM11 Public Awareness Campaignfor the period of June 16, 2018 through September 30, 2018, subject to non -substantive changes approved by the City Manager and City Attorney. No additional funding is being requested, as funding needed to complete the additional milestones for the revised term are included in the current $1,500,000 agreement amount (AGMT. No. 2018-171). 25B. APPROVE AN AGREEMENT WITH STANTEC FOR A WATER AND SEWER COST OF SERVICE STUDY (NONGENERAL FUND) {STRATEGIC PLAN NO. 6, 1 H} — Public Works Agency MOTION: Authorized the City Manager and Clerk of the Council to execute an agreement with Stantec to conduct a water and sewer cost of service study for a three-year period beginning July 3, 2018 and expiring July 2, 2021, with provisions for up to two one-year renewal options exercisable by the City Manager and City Attorney, in an amount not to exceed $158,000, including a $138,912 project fee and a contingency of $19,088 for the term of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-172). CITY COUNCIL MINUTES 8 JULY 3, 2018 10A-8 25C. APPROVE AN AGREEMENT WITH JONES & MAYER FOR SPECIAL LEGAL COUNSEL SERVICES RELATED TO MUNICIPAL LITIGATION (STRAGIC PLAN NO. 1, 3, 4, 51 — City Attorney's Office and Human Resources Department MOTION: Authorized the City Manager and the Clerk of the Council to execute an agreement with Jones & Mayer, Attorneys at Law, for legal services related to municipal law and litigation, for a three-year term from July 1, 2018 until June 30, 2021, for a maximum amount to be spent of $250,000 subject to non -substantive changes approved by the City Manager and the City Attorney (AGMT. No. 2018-173). **END OF CONSENT CALENDAR** OATH OF OFFICE ADMINISTERED BY CLERK OF THE COUNCIL HUIZAR TO ROMAN REYNA, PLANNING COMMISSIONER AND LESLEY LUNA, YOUTH COMMISSIONER, ALTERNATE REPRESENTATIVE REGULAR BUSINESS CALENDAR RESOLUTIONS 55A. GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 6, 2018; REQUESTING BOARD OF SUPERVISORS OF THE COUNTY OF ORANGE CONSOLIDATE CITY OF SANTA ANA GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION TO ELECT CERTAIN MUNICIPAL OFFICERS AND SUBMISSION OF A PROPOSED CHARTER AMENDMENT REGARDING BY -WARD ELECTIONS FOR VOTER CONSIDERATION (STRATEGIC PLAN NO. 5, 1} — City Attorney and Clerk of the Council Office Continued from the June 5, 2018 and June 19, 2018 City Council Meetings by a 6-0 vote (Martinez absent). City Council noted that matter would be deferred until Closed Session discussion held on the California Voting Rights Act (CVRA) litigation matter. Clerk of the Council Huizar noted at the conclusion of the Closed Session meeting that matter suspended until July 17, 2018 City Council meeting. 55B. DIRECT STAFF TO PLACE PROPOSED CHARTER AMENDMENT REGARDING MODERNIZATION OF BOARDS AND COMMISSIONS, CAMPAIGN AND GIFT LIMITS - AND., QUALIFICATIONS OF THE FINANCE DIRECTOR ON THE NOVEMBER 6, 2018 ELECTION BALLOT; APPROVE CITY COUNCIL MINUTES 9 JULY 3, 2018 1OA-9 RESOLUTIONS CALLING FOR CONSOLIDATION OF ELECTION WITH THE COUNTY OF ORANGE; AUTHORIZE AND DESIGNATE CITY COUNCILMEMBERS TO FILE ARGUMENT AND REBUTTAL STATEMENTS; AND OTHER ELECTION RELATED ACTIONS (STRATEGIC PLAN NO. 5, 1) — City Manager, City Attorney and Clerk of the Council Office Councilmember Benavides, asked staff if item presented represents recommendations by council at previous meeting. Expressed support to give staff direction to move forward and place item on ballot. Councilmember Sarmiento, asked staff if additional language can be added and deadline to introduce for council consideration. Clerk of the Council Huizar, noted August 10, 2018 is the legal deadline and need to identify councilmembers if more than three wish to sign or author an argument. Informed council item for consideration only includes removal of boards and commissions from charter to municipal code, campaign contribution and gift limits to the municipal code, and finance director qualifications to be consistent with all other directors. Councilmember Solorio, noted item only addresses three items previously presented. Asked staff if item only strikes language pertaining to boards and commissions, gifts, donations, and state law conflicts. City Attorney Carvalho, noted items objected to were removed, any items of substance to be revised would require item to be placed on the agenda for the next meeting, and previous council direction to staff to include any benign items from previous list. MOTION: Directed staff to move forward with placing modernization of Charter provisions as provided for in staff report, and approve actions accordingly. 1. Adopted resolutions. RESOLUTION NO. 2018-046 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 6, 2018 TO ELECT CERTAIN MUNICIPAL OFFICERS AND FOR SUBMISSION TO THE VOTERS OF THE QUESTION OF WHETHER THE CITY CHARTER SHOULD BE AMENDED TO MODERNIZE AND REMOVE OUTDATED LANGUAGE TO REFLECT CHANGES OR CONFLICTS IN THE CITY OR STATE LAW CONCERNING GIFTS AND CAMPAIGN CONTRIBUTIONS AND DESIGNATED CITY FUNDS; CREATE CONSISTENCY IN Wo -THE) iMUNICIPAL CODE REGARDING BOARDS . AND COMMISSIONS; AND MOVE THE QUALIFICATIONS FOR THE CITY COUNCIL MINUTES 10 JULY 3, 2018 10A-10 FINANCE DIRECTOR TO THE MUNICIPAL CODE AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY CONSOLIDATE THE CITY'S GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION fl. RESOLUTION NO. 2018-047 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SETTING FORTH THE LANGUAGE OF A BALLOT TITLE REGARDING WHETHER THE CITY CHARTER SHOULD BE AMENDED TO MODERNIZE AND REMOVE OUTDATED LANGUAGE TO REFLECT CHANGES OR CONFLICTS IN THE CITY OR STATE LAW CONCERNING GIFTS AND CAMPAIGN CONTRIBUTIONS AND DESIGNATED CITY FUNDS; CREATE CONSISTENCY IN THE MUNICIPAL CODE REGARDING BOARDS AND COMMISSIONS; AND MOVE THE QUALIFICATIONS FOR THE FINANCE DIRECTOR TO THE MUNICIPAL CODE TO BE INCLUDED ON THE BALLOT FOR THE 2018 GENERAL ELECTION TO BE HELD ON NOVEMBER 6, 2018 iii. RESOLUTION NO. 2018-048 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR PROPOSED AMENDMENTS TO THE SANTA ANA CHARTER REGARDING WHETHER THE CITY CHARTER SHOULD BE AMENDED TO MODERNIZE AND REMOVE OUTDATED LANGUAGE TO REFLECT CHANGES OR CONFLICTS IN THE CITY OR STATE LAW CONCERNING GIFTS AND CAMPAIGN CONTRIBUTIONS AND DESIGNATED CITY FUNDS; CREATE CONSISTENCY IN THE MUNICIPAL CODE REGARDING BOARDS AND COMMISSIONS; AND MOVE THE QUALIFICATION FOR THE FINANCE DIRECTOR TO THE MUNICIPAL CODE. a. Designated Councilmembers Villegas, Solorio and Benavides to author an Argument and Rebuttal statement. b. Directed City Attorney to prepare Impartial Analysis. C. Directed Clerk of the Council to publish legal notices as required by law. MOTION: Benavides SECOND: Sarmiento VOTE: AYES: NOES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) None (0) . Y..... . CITY COUNCIL MINUTES 11 JULY 3, 2018 10A-11 ABSTAIN: ABSENT: None (0) Martinez (1) 55C. DIRECT STAFF TO PLACE AN ADD ON SALES AND USE TAX MEASURE FOR MUNICIPAL SERVICES ON THE NOVEMBER 6, 2018 GENERAL ELECTION BALLOT FOR VOTER CONSIDERATION; SELECTION OPTION AND ADOPT RESOLUTION CALLING FOR CONSOLIDATION OF ELECTION WITH THE COUNTY OF ORANGE; AUTHORIZE AND DESIGNATE CITY COUNCILMEMBER(S) TO FILE ARGUMENT AND REBUTTAL STATEMENTS; AND RELATED ACTIONS (STRATEGIC PLAN NO. 5, 1) — City Manager's Office Jorge Garcia, Assistant to the City Manager presented staff report. Background • March 20, 2018- City Council Authorized staff to enter into agreements to evaluate revenue generating options • May 1, 2018- City Enters into Agreement with MuniServices — Contract Covers two tax measures: Sales Tax and Adult Use & Commercial Cannabis Tax —Additional Consultant Team • Strategy Consultant- GrassrootsLabs (Mike Madrid) • Polling Consultant- FM3/Fairbanks, Maslin, Maullin, Metz (John Fairbanks) What is a sales and use tax? • Definition — The sales tax is imposed on retail transactions. It applies to all retail salesof tangible personal property. The use tax Is Imposed on consumers of tangible personal property that Is used, consumed, or stored. — Sales tax is the common term used to describe both. -- I4,,x' 'I'v it'i," -Rale J'urud1a7wn Purpose US% slate Coes to Stab's Gawal Fund 0.25% state Goes to SlaW5 Gsaeral Fund 0.80% state Goes to La al Fublk Barer/ fund b ssppost Irel criminal stce acaNEes Owl 0.64% state Goes to local 7moenao Fuad 1e support Ictal keeath arA social seNm Programs 1991 Real amen 1.00% stab Goes to Local Ro, a Favid 011 1.25% local % Goes to cant/ portercn f%rids EaSons % Coes m cay a county 0.50% local lttasuxe Mtransportaten Total' 7.70% state+Local Total slatenke Bas= sales and Use Tax Rale Pi iL CITY COUNCIL MINUTES 12 JULY 3, 2018 10A-12 What is Sales and Use Tax NOT Applicable to? Five General Exemption Categories — Necessities of Life • Food products (unless heated), purchases made with CALFRESH Benefits, health related, housing (i.e. utilities, rental of furnishings) — General Public Benefit • Alternate energy, museums and public art exhibits, non -profits, out-of-state military purchases — Industry Benefit • Transportation related Industry (i.e. motor vehicle fuel, air carriers, entertainment Industry) — Exclusions by Definition • Admission charges, sales price/gross receipts, services — Others Exemptions, Exclusions, or Credits Why should Santa Ana consider an add on sales and use tax? • Placing the measure on the ballot allows voters to decide what level of service they would like • A service level deficit currently exists • Improve police response times and address crime • Address homelessness related concerns • Address deferred maintenance • Provide quality youth services Additional needs and priorities • Quality of Life Team & Homeless Enterprise Fund Compliance =------ -- -- • More Youth Programing • Worker's Compensation ---------------------- ------------------------= • Funding to Enhance Economic Dev. f • Liability Increases • Additional Police Officer Recruitments • City Hall Seismic Retrofit • Maintain Reserve Policy Funding levels I • SARTC Improvements • Facility Deferred Maint. & Vehicles•PERS Challenges • InformationTechnology Infrastructure -- --- - -- - - -- -- -- .- ------ - -_ - -- ---' CITY COUNCIL MINUTES 13 JULY 3, 2018 10A-13 Status Quo Forecast `Addressed through the use of S10.2M in one-time fund ingsources 100% Success Rate in 2016 in Orange County Add On Sales Tax Measures • Voters approved local sales and use tax in five Orange County cities • Other cities are evaluating similar options for 2018 How will consumers respond? Reaffirmed in 2026 • Consumers do not generally comparison shop for better sales tax rates —They prefer to shop local • Costs to go beyond city limits generally not considered worth the extra effort • Historically passage of add on sales tax measures has not led to a decline In sales tax revenue especially if it is clear how the additional tax revenue will be spent (i.e. homelessness, public safety, quality of life, and infrastructure) . ..� i J �11Vi•� ui �.. CITY COUNCIL MINUTES 14 JULY 3, 2018 1 OA -14 Fountain Volley 1% W Palma 1% ``'Stanton • 4VCStmInSLCt J �. 1% M 1% to Habra 0.50% Reaffirmed in 2026 • Consumers do not generally comparison shop for better sales tax rates —They prefer to shop local • Costs to go beyond city limits generally not considered worth the extra effort • Historically passage of add on sales tax measures has not led to a decline In sales tax revenue especially if it is clear how the additional tax revenue will be spent (i.e. homelessness, public safety, quality of life, and infrastructure) . ..� i J �11Vi•� ui �.. CITY COUNCIL MINUTES 14 JULY 3, 2018 1 OA -14 M • Poll Conducted by FM3 June 7-17, 2018 — 642 respondents by Santa Ana voters — 95% confidence interval with t 4% margin of error — Poll conducted via telephone and online survey via email • Poll questions prepared by team of consultants • Draft/Preliminary Results received by CAO June 20t" Councilmember Questions from June 19, 2018 • Sales Tax Revenue at different intervals — Y = $20 million —Y4 _ $30 million — i = $40 million — 1 % = $60million • Were other options evaluated? • Staff recommendation based on: — Timing, probability of success, and funding opportunity Councilmember Questions from June 19, 2018 • Sunset Option — Typically used to finance fixed project or capital Infrastructure — Typically used to address temporary or term specific needs — Can polarize electorate by temporary providing services and having them go away — May require re -authorization by electorate • Addressing Economic Development & Development Impact — Branding Study. Business Attraction and Retention, Shop Local Program, Financial Incentives, Site Selection, Small Business Development, Jab Training through WorkCenter — Planning & Building Aprency has begun Including a section titled "Economic Development Benefits' on the Planning Commission staff reports. The objective is to Identify the economic benefits for each new development. The economic benefits of each development projects will vary dependingon the Jpe of use, but generally the reports will capture estimates of: new jobs, projected sa es tax revenue, and the Increases in property valuations, infrastructure impacts, and core service impacts. CITY COUNCIL MINUTES is JULY 3, 2018 10A-15 Councilmember Questions from June 19, 2018 (cont'd) • Analysis on Housing Impact — The City imposes impact fees on land development projects to mitigate general impacts to city Infrastructure, such as parks, library, transportation, sewer, and storm drainage systems. The primary objective of a development Impact fee (DIF) program Is to ensure that new development pays the capital costs associated with growth. — The City Is completing a study is to establish the Infrastructure expansion that Is needed to mitigate general impacts from anticipated land development projects, and to quantify those mitigations Into dollars. Funds collected will be used to pay for increasing the infrastructure's capacity in support of development. — The fees are limited to fair share proportional costs for capital and may not be used for Infrastructure maintenance. Council member Questions from June 19, 2018 (cont'd) • What other City ballot measure are being considered — Current Pending Items • owcouncilmember Elections • Adult Use& Commercial Cannabis Tax • CharterAmendments • District Elections • What other Impacts to rate payers are pending — November Election • SAUSDpotential school bond — Other considerations • PoseldonDesallnationPlant • Gas Tax Repeal Ballot Initiative • Electricity, Refuse, Water, and Sevier rates • Reduction of Sanitation Rates What will the revenue be used for? • Quality of Life Team & Homeless , • Enterprise Fund Compliance r • More Youth Programing • Worker's Compensation • Funding to Enhance Economic Dev. ; • Liability Increases • Additional Police Officer Recruitments I • City Hall Seismic Retrofit • Maintain Reserve Policy Funding levels I • SARTC Improvements • Facility Deferred Maint. & Vehicles I • PERS Challenges • Information Technology Infrastructure Other City Council and Community Priorities CITY COUNCIL MINUTES 16 JULY 3, 2018 10A-16 Ensuring Fiscal Transparency • Oversight Board • Annual Independent Audit • Disclosure of expenditures Councilmember Villegas expressed his support on item to maintain a level of service. The following spoke on the matter: • Alexis Teodoro, opined need to have conversation on how to use proposed tax revenue, need to use tax in a manner that will benefit the residents in an efficient way, and proposed a co -sharing leadership in the decision making process over tax measure revenue. • Carolyn Cavecche, CEO and President of Orange County Tax Payer's Association, opined raising taxes to meet financial obligations is hard, tax increase will hurt businesses and residents, and sales tax increases is a regressive tax. Requested City Council to agendize a charter amendment that would bring City of Santa Ana into compliance with proposition 62. • Peter Whittingham, on behalf of Orange County Auto Dealers Association, expressed concern over sales tax increase. Opined auto dealers have experience a decrease in sales after a sales tax increase is imposed, sales tax increase would place Santa Ana dealerships at a competitive disadvantage, and offered shop local rebate program idea to help offset regressive nature of a tax increase. • Ivan Enriquez, addressed City Council to request consideration of working class residents when discussing tax revenue and to provide oversight. Council discussion ensued. Councilmember Villegas, noted there are over 189 vacancies in the city, 61 funded police vacancies, and reduced services as a result of vacancies. Opined insufficient amount of tax revenue to maintain the same level of services, consequences of not passing tax increase, and responsibility of council to keep city safe. Councilmember Tinajero, need to address structural deficit, to promote businesses, promote revenue, and opportunity to have residents to vote on tax measure. Noted City of Santa Ana is one of the few cities with a large population and a small police force. Asked council to consider an eight-year limit on tax measure and to City Attorney Carvalho if council can support placing a tax measure on the ballot without choosing available options. CITY COUNCIL MINUTES 17 JULY 3, 2018 10A-17 Councilmember Solorio, expressed opposition to item. Opined insufficient amount of outreach has been conducted, sales tax increases are regressive, and tax increase affects poor and working class. Asked City Attorney to clarify amount of votes required. City Attorney Carvalho, noted four votes are required to adopt item and place on ballot, five vote requirement only applies to general law cities, and council support to place tax measure on ballot without choosing specific option would be largely symbolic and would require adoption before resolution can take effect. Mayor Pulido, commented that other cities have higher tax rates, eight-year provision would be a shock to the system and may have devastating results. Expressed support to form an ad hoc committee to create better options including a "Buy Santa Ana Campaign". City Manager Godinez, indicated that 12 -year horizon provision was included to address potential economic downturn and expressed interest from council. Councilmember Sarmiento, stated that measure to increase services and not to approve pay raises; need to change fiscal and reserve policy. Councilmember Benavides, concerned with financial situation for the next council and opined budget chart does not paint a positive fiscal picture. MOTION. Support a 1% add on sales and use tax and directed staff to bring back matter to the next City Council Meeting to either ratify position or select other option provided on the Santa Ana Neighborhood Safety and Essential City Services Protection Measure. MOTION: Tinajero SECOND: Villegas VOTE: AYES: Pulido, Sarmiento, Tinajero, Villegas (4) NOES: Solorio (1) ABSTAIN: Benavides (1) ABSENT: Martinez (1) **Mayor Pulido and Councilmember Sarmiento abstained on Agenda Item 551): Mayor Pulido's campaign consultant is active in the cannabis industry. Councilmember Sarmiento is legal counsel for public agencies and assists in drafting cannabis policies. CITY COUNCIL MINUTES 18 10A-18 JULY 3, 2018 55D. DIRECT STAFF TO PLACE A PROPOSED COMMERCIAL CANNABIS BUSINESS LICENSE TAX MEASURE FOR VOTER CONSIDERATION ON THE NOVEMBER 6, 2018 BALLOT; ADOPT RESOLUTION CALLING FOR CONSOLIDATION OF ELECTION WITH THE COUNTY OF ORANGE; AUTHORIZE AND DESIGNATE CITY COUNCILMEMBERS TO AUTHOR AND FILE AN ARGUMENT AND REBUTTAL STATEMENTS; AND RELATED ACTIONS {STRATEGIC PLAN NO. 5, 1} — City Manager's Office Councilmember Solorio, asked if item requires four or five votes, if members of the Santa Ana Cannabis Association were consulted, and if support for item was expressed. Directed staff to strike "reserve' reference from page 55D regarding enforcement and youth services to avoid confusion. Assistant to the City Manager Garcia, noted supportive communication with Santa Ana Cannabis Association, recommendation made as to cap amounts, council authority to increase or decrease amounts, and addition of language to ordinance to allow council to make administrative changes as the industry changes. Councilmember Benavides, asked if item is specific to commercial and adult use cannabis and council ability to adjust tax rate. Directed staff to have adult use and commercial cannabis funds allocated to youth services, enforcement, and to general fund. Clerk of the Council Huizar, noted item allows for up to five councilmembers to file arguments and need to identify participating councilmembers. MOTION. Directed staff to move forward with placing a commercial cannabis business license tax measure on the ballot as provided for in staff report, and approve actions accordingly. 1. Adopted resolution. RESOLUTION NO. 2018-049 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR A GENERAL MUNICIPAL ELECTION ON NOVEMBER 6, 2018 AND THE PLACEMENT ON THE BALLOT OF A MEASURE FOR THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION FOR THE SUBMISSION TO THE QUALIFIED VOTERS OF A PROPOSED ORDINANCE REGARDING A COMMERCIAL CANNABIS BUSINESS LICENSE TAX AND REQUESTING THAT THE ORANGE COUNTY BOARD OF SUPERVISORS CONSOLIDATE THE CITY'S GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION TO TAKE PLACE ON NOVEMBER 6, 2018; AND PROVIDING FOR THE FILING OF ARGUMENT AND REBUTTAL STATEMENTS 2. Authorized the filing of Argument and Rebuttal Statements. CITY COUNCIL MINUTES 19 JULY 3, 2018 10A-19 a. Designated Councilmembers Benavides, Tinajero, Villegas and Solorio to author an Argument and Rebuttal statement. 3. Directed City Attorney to prepare Impartial Analysis. 4. Directed Clerk of the Council to publish legal notices as required by law. MOTION: Villegas SECOND: Tinajero VOTE: AYES: Benavides, Solorio, Tinajero, Villegas (4) NOES: None (0) ABSTAIN: Pulido, Sarmiento (2) ABSENT: Martinez (1) ADMINISTRATIVE MATTERS - BUSINESS .M •II: RECEIVE AND FILE THE REAL PROPERTY DISPOSITION ADMINISTRATIVE POLICY {STRATEGIC PLAN NO. 3, 5A) - Community Development Agency Continued from the May 1, 2018 City Council meeting by a vote of 5-0 (Martinez and Pulido absent) and from the June 5, 2018 City Council meeting by a vote of 6-0 (Martinez absent). MOTION., Staff requested continuation of matter. MOTION: Benavides SECOND: Pulido VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) LEAGUE OF CALIFORNIA CITIES VOTING DELEGATE {STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office CITY COUNCIL MINUTES 20 JULY 3, 2018 1 OA -20 MOTION. Designated Mayor Pro Tem Michele Martinez as a voting delegate for the League of California Cities' Annual Conference's General Assembly scheduled for September 14, 2018. MOTION: Solodo VOTE: AYES: NOES: ABSTAIN ABSENT: PUBLIC HEARINGS SECOND: Tinajero Benavides, Pulido, Sarmiento, Solorio, Tinajero (5) None (0) None (0) Martinez, Villegas (2) 75A. PUBLIC HEARING — RECOVERY OF UNCOLLECTED COSTS FOR ABATEMENT OF DANGEROUS AND ABANDONED BUILDINGS AND APPROVAL OF APPROPRIATION ADJUSTMENT {STRATEGIC PLAN NO. 5, 4) - Planning and Building Agency Legal Notice published in the Orange County Reporter on June 22, 2018 and notices mailed on June 21, 2018. Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. MOTION. 1. Adopted resolution. RESOLUTION NO. 2018-050 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS OF SECURINGAND/OR DEMOLITION OF VARIOUS STRUCTURES DECLARED TO BE PUBLIC NUISANCES; MAKING, CONFIRMING AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING SUCH COSTS TO BE RECORDED WITH THE ORANGE COUNTY RECORDER'S OFFICE 2. Approved an appropriation adjustments. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2019-003 - Recognizing $28,332.87 in the Special Repair and Demolition Fund revenue account for fiscal year 2018-19 and appropriating the same in the expenditure account. CITY COUNCIL MINUTES 21 JULY 3, 2018 1 OA -21 MOTION: Benavides SECOND: Sarmiento VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Villegas (2) 75B. PUBLIC HEARING — RECOVERY OF UNCOLLECTED COSTS FOR WEED ABATEMENT PUBLIC NUISANCES FOR FISCAL YEAR 2017-2018 {STRATEGIC PLAN NO. 5, 4E) — Public Works Agency Legal Notice published in the Orange County Reporter on June 22, 2018 and notices mailed on June 21, 2018. Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. MOTION: Adopted resolution. RESOLUTION NO. 2018-051 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS OF WEED, RUBBISH, AND GARBAGE ABATEMENT; MAKING, CONFIRMING, AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING A COPY OF THE REPORT THEREOF TO BE FILED WITH THE COUNTY AUDITOR, ASSESSOR, AND TAX COLLECTOR MOTION: Benavides SECOND: Solorio VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Villegas (2) COUNCIL AGENDA ITEM Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. DISCUSS AND DIRECT STAFF TO PREPARE AN EMERGENCY�' ORDINANCE ON PERMANENT SUPPORTIVE HOUSING AN011JEW1`IFY!"'" CITY COUNCIL MINUTES 22 JULY 3, 2018 1 OA -22 POTENTIAL SITES; AND AN EMERGENCY ORDINANCE AND IDENTIFY KEY SITES FOR MOTEL CONVERSION (Mayor Pro Tem Martinez) Continued from the June 5, 2018 City Council Meeting by a 6-0 vote (Martinez absent) and from the June 19, 2018 City Council Meeting by a 4-0 vote (Martinez, Sarmiento, and Tinajero absent). MOTION. Continued matter to allow Mayor Pro Tem Martinez to present item. MOTION: Sarmiento SECOND: Benavides VOTE: AYES: Benavides, Pulido, Sarmiento, Solorio, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Villegas (2) RECESSED CITY COUNCIL MEETING AT 8:58 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED WITH SAME MEMBERS PRESENT AT 8:59 P.M. COMMENTS PUBLIC COMMENTS • Dale Helvig, requested Councilmember Solorio to take a position to support Park Santiago residents against 2525 Main Street development. o Councilmember Solorio, asked City. Attorney Carvalho if it is appropriate for councilmembers to take a position before environmental review is completed. o City Attorney Carvalho, advised councilmembers who wish to participate in the decision process on 2525 Main Street development to not formulate a position on the issue or risk a violation of due process. • Steve Gorgone, opined 2525 Main Street development is not a solution to housing crises, negative impact on surrounding areas, any new development must add beauty to the neighborhood. • Miguel Hernandez, expressed support for conversion to district elections and need for change as soon as possible. • Rory Kirk, express concern over 2525 Main Street development; Park Santiago would be negatively impacted if development is approved. • Sue McDonald, opined Park Santiago is special because of its history, past city efforts to preserve neighborhood, and negative impact to neighborhood. ; - CITY COUNCIL MINUTES 23 JULY 3, 2018 1 OA -23 • Perla Dionicio, expressed concern over American History Walk event attendance by groups that have performed atrocious acts of violence against immigrant groups. Read social medial post to City Council from Committee Member Moreno stating the need to have I.C.E. based in Santa Ana and need to deport all illegal aliens. Asked City Council to remove Moreno as a committee member. • Ivan Enriquez, expressed concern over hate groups attendance at city sponsored American History Walk event, Committee Member Moreno's invitation of hate groups, and public safety in general. o Councilmember Tinajero, expressed concern over safety of individual and need to respect residents. • Billy Leigh, expressed opposition to 2525 Main Street development and opined need to conduct environmental impact and light pollution study. • Dan Escamilla, informed City Council of police officer misconduct resulting in revocation of his conceal weapon permit, intent to file legal tort claim against the city, and pending internal investigation. • Laura Perez, expressed concern over hate group attendance at American History Walk event and Committee Member Moreno's statements indicating her membership with the Minuteman group. Opined future volunteers should be screened and live scanned to ensure they have a clean background and need to have event organized by the youth program or local high school students. RECESSED CITY COUNCIL TO RECONVENE TO THE CLOSED SESSION MEETING AT 9:28 P.M. THERE WAS NO REPORTABLE ACTION. ADJOURNED - 10:50 P.M. - The next meeting of the City Council is scheduled for Tuesday, July 17, 2018 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California.. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Policy on Use of General Reserve and Enterprise Funds • Amendment to Metro East Mixed -Use Overlay District • Jail Reuse Study CITY COUNCIL MINUTES 24 JULY 3, 2018 1 OA -24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JULY 17, 2018 TITLE: APPROVED SET A PUBLIC HEARING DATE TO ❑ As Recommended CONSIDER ADOPTING A RESOLUTION E] E]n E]OOrrdinance on 1 Reading TO ESTABLISH AN UNDERGROUND ❑ Ordinance on 2nd Reading UTILITY DISTRICT ON WARNER AVENUE ❑ Implementing Resolution FROM MAIN STREET TO GRAND ❑ Set Public Hearing For AVENUE {STRATEGIC PLAN NO. 6, 1C, 1G CITY MKN4GER RECOMMENDED ACTION CONTINUED TO FILE NUMBER Adopt a resolution to set October 16, 2018, as the date for a public hearing to consider adoption of a resolution which would establish Warner Avenue from Main Street to Grand Avenue as Underground Utility District No. 37. DISCUSSION Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the 1 -mile segment of Warner Avenue from Main Street to Grand Avenue has been a long-term priority project that is being constructed in two phases: Phase 1, Main Street to Oak Street; Phase 2, Oak Street to Grand Avenue (Exhibit 1). Improvements include installing raised medians, protected bike lanes, and buffered sidewalks; and widening from a four -lane roadway to a six - lane arterial, to address vehicle, pedestrian, and bike safety issues. Staff has identified a utility undergrounding project along Warner Avenue as a qualifying location eligible for allocations to the City through the California Overhead Conversion (Rule 20A) Program established by the California Public Utilities Commission (CPUC). The estimated cost of the project is $6 million. The Rule 20A legislation is aimed at providing a financial program to facilitate undergrounding of overhead utilities. Under this program, all planning, design, and construction work is performed by the participating utility and, once completed, the utility is compensated by the CPUC. No City funds are required. However, before Rule 20A funds can be specifically allocated for the Warner Avenue project, the City must first establish a utility underground district (UUD) approved by the City Council. 12A-1 Set Public Hearing Date to Establish Underground Utility District No. 37 on Warner Avenue from Main to Grand July 17, 2018 Page 2 To establish a UUD, Santa Ana Municipal Code (SAMC) Section 37-2 requires that a public hearing be held to provide opportunity for public comment and to review the Engineer's Report for the project, which will include estimated project costs and time required to complete the project. A resolution would be presented at that time, should Council desire to approve the establishment of the UUD and move forward with the project. On May 14, 2018, the Public Works Agency presented to the Economic Development, Infrastructure, Budget and Technology Council Committee the plan and the process to establish Warner Avenue from Main Street to Grand Avenue as Underground Utility District No. 37. Also consistent with SAMC Section 37-2, this segment of Warner Avenue has been assessed as a location in which undergrounding utilities would provide substantial public benefit with enhancements to public health, safety, and welfare due to the removal of existing obstructions to pedestrian access. Additionally, timing the utility undergrounding effort to coincide with the planned street improvements will result in significant cost savings and will minimize disruption to adjacent residents. Considering the time needed to coordinate with multiple utility companies, staff recommends the City Council set a public hearing on October 16, 2018, to adopt a resolution establishing Underground Utility District No. 37 (Exhibit 2) to meet the provisions in SAMC Sections 37-2 and 37-3. Prior to the public hearing date, the City will coordinate with all overhead utilities involved to identify associated overhead equipment that will be moved underground within the underground district. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 12A-2 Set Public Hearing Date to Establish Underground Utility District No. 37 on Warner Avenue from Main to Grand July 17, 2018 Page 3 FISCAL IMPACT The recommended actions have no fiscal impact to the City since the UUD would be directly paid for over time by Utility Undergrounding Program Rule 20A allocations to underground all overhead poles within the project segment owned by Southern California Edison. Other utility companies, including Charter Communications (Spectrum), Crown Castle, MPower Communications, and MCI (Verizon Business) will be responsible to pay for the cost of undergrounding their facilities. Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency FSS/EWG/JG/KN Exhibits: 1. Location Map 2. Resolution 12A-3 12A-4 K 0 z O N > a W 0 Z a 0 0 r N r N W r N K a w W > W vA LEGEND: BOUNDARY AREA EXHIBIT 1 SANTA ANA WARNER AVENUE IMPROVEMENTS _ p■ W /� UTILITY UNDERGROUND DISTRICT FROM MAIN STREET TO GRAND AVENUE 12A-5 PAGE 1 OF 1 12A-6 jmf 7/11/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO ESTABLISH UNDERGROUND UTILITY DISTRICT NO. 37, WARNER AVENUE FROM MAIN STREET TO GRAND AVENUE, AND CALLING A PUBLIC HEARING TO DETERMINE WHETHER SUCH DISTRICT SHALL BE FORMED BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On recommendation from City staff, the City of Santa Ana intends to establish an Underground Utility District, to be known as Underground Utility District No. 37 and located along Warner Avenue from Main Street to Grand Avenue. B. Chapter 37 -of the Santa Ana Municipal Code describes the procedures for establishing an underground utility district when such a recommendation has been made. These procedures include the calling of a public hearing by the City Council to ascertain whether the public necessity, health, safety, or welfare requires the removal of overhead utilities within a designated area of the City and the underground installation thereof. C. If, after such public hearing the City Council finds that the public necessity, health, safety, or welfare requires such removal and underground installation within the designated area, the City Council shall declare by resolution the designated area an underground utility district and order such removal and underground installation. Section 2. A public hearing will be held on October 16, 2018 at 5:45 p.m. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California, to determine whether Underground Utility District No. 37 shall be formed. All persons interested may appear and be heard on this matter. Section 3. The Clerk of the Council shall notify by mail all affected property owners and utilities as shown on the last equalized assessment roll of the time and place of this hearing at least ten (10) days prior to the date thereof. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. EXHIBIT 2 Resolutlon No. 2018 -XXX Page 1 of 2 12A-7 jmf 7/11/18 ADOPTED this _ day of 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: %W. John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on .2018. Date: Clerk of the Council City of Santa Ana 12A-8 Resolution No. 2018 -XXX Page 2 of 2 CITY OF SANTA ANA'" COUNCIL COMMITTEE MEETING AGENDA PUBLIC SAFETY, CODE ENFORCEMENT AND NEIGHBORHOOD EMPOWERMENT March 13, 2018 5:30 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Tinajero, Villegas and Benavides Staff: Police Chief, OCFA Division Chief, Assistant City Attorney Recording Secretary: Elizabeth Plotnik PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS Approval of Minutes of the January 9, 2018 Meeting 2. Santa Ana Municipal Code 10-153 (Loud Noise) — Acting Deputy Chief Gominsky {Strategic Plan Goal No. 1, 1c} 3. Update on Dispensary Map— Candida Neal, Planning and Building {Strategic Plan Goal No. 1, 1c} If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solodo P. David Benavides 1 Juan Villages Sal Tinajero Mayor Mayor Pro Tem Ward Ward I Ward Ward Ward MMiUo9asniaxne.om Ward M-Im mnn n S`n re M. MMartlnez®unlasna m9 I I I City Hall, 20 Civic Center Plaza• px8 • Santa Ana, California 92702 Mayor & Council Telephone: 714.647.6900 • Age, a nes: 714.647-6520 • Website: www.santa•ana.ore 4. Chief's Strategic Plan and Policing Philosophy — Chief David Valentin 5. Proposed Contract with Orange County School of the Arts — Chief David Valentin 6. Homelessness Update —Hafsa Kaka, Homeless Services Manager and Acting Deputy Chief Gominsky (update on Quality of Life Team) {Strategic Plan Goal No. 5, 3d & No. 1, 1c} COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS Arson Fire Investigation Authority — Santa Ana OCFA Division Chief, Randy Black ADJOURNMENT — The next Public Safety and Neighborhood Improvement meeting is scheduled for Tuesday, May 8, 2018, at 5:30 PM at the City Hall Ross Annex, Room 1600, 20 Civic Center Plaza, Santa Ana, CA. The complete Strategic Plan document is available at http://www.santa-ana.org/strategic-planning/. N If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solodo P. David Benavides Juan Villages Sal Tinajero Mayor Mayor Pro Tem Ward Ward Ward Wards I Ward rnnn�mmsanlaana o� Ward ,Kneoasrasono ( sr��ae®s•,maone om enn�aarczmsama-a,ia as City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714-647.6900 • Agen j IQr0gu2es: 714-647.6520 • Website: www.santa-ana.ora CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON PUBLIC SAFETY, CODE ENFORCEMENT & NEIGHBORHOOD EMPOWERMENT MINUTES CALL TO ORDER: ATTENDANCE: MEMBERS ABSENT: March 13, 2018 Ross Annex, Room 1600 City Hall, 20 Civic Center Drive Santa Ana, California 5:39 PM Council Committee members: Sal Tinajero Juan Villegas David Benavides rNZ STAFF PRESENT: Raul Godinez II, CMO Robert Cortez, CMO David Valentin, PD Tamara Bogosian, CAO Candida Neal, PBA Jorge Garcia, CMO Alvaro Nunez, PBA Yessenia Aspeitia, PD Hafsa Kaka, CDA Chief Morganstem, OCFA Elizabeth Plotnik, Recording Secretary PUBLIC SPEAKERS: Irma Macias, concerned constituent Peter Katz, President of Com -Link PLEDGE OF ALLEGIANCE — Co -Chair Villegas PUBLIC COMMENTS Irma Macias shared her concerns about runabouts in her neighborhood, stating that drivers don't stop or slow down. She suggested more speed bumps be installed. 1 13B-3 Peter Katz, Com -Link President publicly welcomed Chief Valentin as permanent Chief of Police. Additionally, he thanked the Committee for their dedication and stated he is looking forward to working with them. AGENDAITEMS 1. Approval of Minutes of the January 9, 2018 Meeting 2. Santa Ana Municipal Code 10-153 (Loud Noise) — Acting Deputy Chief Gominsky (Strategic Plan Goal No. 1, le) Acting Deputy Chief presented the Committee with a discussion regarding SAMC 10-153 by providing a summary explanation of what the Code entails and the current practice of the Code's enforcement. Additionally, Acting Deputy Chief Gominsky recommended that the Code be altered to additionally hold the property owner responsible for any conduct and/or violation that occurs on their property. Chief explained past enforcement practice utilizing "party crasher car", a car that was assigned only to respond to calls for loud noise. Tamara explained potential challenges that could be faced in Court. She elaborated that SAMC 1-8 reads that a violation of any SAMC can be viewed as a misdemeanor in lieu of or in addition to an administrative citation. (Councilmember Tinajero enters the meeting — 5:54pm) 3. Update on Dispensary Map— Candida Neal, Planning and Building {Strategic Plan Goal No. 1, lc} Acting Director of Planning and Building, Candida Neal provided to the Committee an informational map that depicts the locations of Commercial Cannabis Retail Sites. There are 18 licensed locations and 2 pending locations noted. 4. Chiefs Strategic Plan and Policing Philosophy Chief Valentin provided an informational update regarding two upcoming projects that are part of his transition as permanent Chief of Police. Chief Valentin elaborated about a five- year Strategic Plan and a Policing Philosophy, both of which will delineate in writing his goals, values and approach to structuring and operating the Police Department. Feedback 13B-4 from Police Department and City Staff, as well as members from the community, will be included for both documents. ACTION Chairman Tinajero asked Chief Valentin to reconsider the "hybrid" model (3 shifts/4shifts) for officer staffing, as it would allow for more officers on the streets. (Chairman Tinajero and Co -Chair Villegas engaged in a discussion about gun laws). 5. Proposed Contract with Orange County School of the Arts — Chief David Valentin Chief Valentin also provided an informational update about a pending contract with Orange County School of the Arts (OCSA) for the services of one police officer to be assigned to the campus full-time. This agreement would leverage police resources in the Civic Center/surrounding areas. All expenses would be covered by the school, including salary, equipment, vehicle, etc. ACTION Co -Chair Villegas asked that update on Officer Hiring be provided at the next meeting. 6. Homelessness Update — Acting Deputy Chief Gominsky & Hafsa Kaka, Homeless Services Manager {Strategic Plan No. 5, 3d & No. 1, lc} Acting Deputy Chief Gominsky presented the Council Committee with an overview of the City's Quality Of Life Team (QOLT). QOLT is an interdepartmental team consisting of Staff from Police, Public Works, Parks and Recreation and other City agencies, partnered with Orange County Mental Health, established to increase efficiency in addressing quality of life concerns relating to homeless. Hafsa Kaka introduced herself as the new Homeless Manager and shared her experience in working with the homeless community. Additionally, Hafsa discussed her plans for addressing homeless concerns in the City. 13B-5 COMMITTEE MEMBER COMMENTS Councilmember Benavides suggested that if recommended revisions to SAMC 10-153 were to be implemented, Council should consider an approach similar to alarms, and look to the City Attorney's Office for legal direction for enforcement. He also shared his support of considering a new staffing model for police officers, and commended Chief Valentin's initiative in partnering with OCSA. Lastly, Councilmember Benavides shared his appreciation of Acting Deputy Chief Gominsky and Deputy City Manager Robert Cortez and their efforts in leading the Quality Of Life Team. Co -Chair Villegas suggested that violations of SAMC 10-153 be enforced similarly to calls of problematic tenants/disturbances with only one warning and no freebies. He shared that if calls of loud and raucous noise are not taken seriously, the community could lose trust in Council and Staff. OCFA Item ADJOURNMENT — 6:49 P.M. AVID VALENTIN Chief of Police 15 13B-6 CITY OF SANTA ANA 1 COUNCIL COMMITTEE MEETING AGENDA PUBLIC SAFETY, CODE ENFORCEMENT AND NEIGHBORHOOD EMPOWERMENT May 8, 2018 5:30 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Tinajero, V[Ilegas and Benavides Staff: Police Chief, OCFA Division Chief, Assistant City Attorney Recording Secretary: Elizabeth Plotnik PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS 1. Update on Arson Fire Investigation Taskforce —Acting Deputy Chief Ken Gominsky 2. Update on Police Officer Recruitment and Hiring — Manager Robert Carroll {Strategic Plan Goal No. 1, 1 i} 3. Receive and File Update: Police Officer Schedule — Acting Deputy Chief Ken Gominsky {Strategic Plan Goal No. 1, 1f} 4. Discussion about potential revisions to SAMC 10-153 (Loud and Raucous Noise) — Assistant City Attorney Tamara Bogosian 5. Homeless Services Update — Hafsa Kaka, Homeless Services Manager {Strategic Plan Goal No. 5, 3d & No. 1, 1c} If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulida I Michele Martinez Vicente Samiento Jose SOlodo P. David Benavides I Juan Villages I Sal Tinajero Mayor Mayor Pro Tem Ward Ward Ward Ward Ward Mwrne®sania.a„a.aa Ward vsamam�o®saniaane.am �saanoFdssnism.,.aa oeanwme,rm��w�a� rvneoasrmsnnwana.ao snnm�ra:amz.,nxnm Mnfaa,ree@aentaene.aa i City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714-647-6900 • Agerl9aMares: 714-647-6520 9 website: www.santa-ana.org COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS ADJOURNMENT — The next Public Safety and Neighborhood Improvement meeting is scheduled for Tuesday, July 10, 2018, at 5:30 PM at the City Hall Ross Annex, Room 1600, 20 Civic Center Plaza, Santa Ana, CA. The complete Strategic Plan document is available at http://www.santa-ana.org/strategic-planning/. 161 If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solorio P. David Benavides Juan Villages Sal Tinajero Mayor Mayor Pro Tem Ward Ward Ward Ward Ward �np„�aorasen ea Ward vsanmmi�.uniaene om dsoiano®eamaa�a em oeeo��ae��me.ere au .MnaaaxasnmTana as sr�a�ti�ma��ae� KVVa rvpsatapnv.gn , City Hall, 20 Civic Center Plaza . P.O. Box 1986 a Santa Ana, California 92702 Mayor & Council Telephone: 714-647-6900 • Agerja3ff g f ies: 714.647-6520 • Website: www.santa-ana.ora CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON PUBLIC SAFETY, CODE ENFORCEMENT & NEIGHBORB MINUTES CALL TO ORDER: ATTENDANCE: MEMBERS ABSENT: May 8, 2018 Ross Annex, Room 1600 City Hall, 20 Civic Center Drive Santa Ana, California 5:40 PM Council Committee members: Sal Tinajero Juan Villegas David Benavides N/A EMPOWERMENT STAFF PRESENT: Raul Godinez II, CMO Robert Cortez, CMO David Valentin, PD Tamara Bogosian, CAO Ken Gominsky, PD Jorge Garcia, CMO Steven Mendoza, CDA Hafsa Kaka, CDA Yessenia Aspeitia, PD Randy Black, OCFA Elizabeth Plotnik, Recording Secretary PUBLIC SPEAKERS: Peter Katz, Com -Link President Irma Macias, concerned constituent Kathleen Ruddy, concerned constituent Ramin Faiz, concerned constituent Jennifer Faiz, concerned constituent Janelle Mcloughlin, concerned constituent Ed Murashie, Floral Park NA Chris Schmidt, Windsor Village NA Eric Mull, concerned constituent 1 13B-9 PUBLIC COMMENTS Peter Katz, President of Com -Link, commended the City on their courage in suing the County and encouraged Council and Staff to draft an ordinance that addresses the homeless community who have refused services. Irma Macias, member of Com -Link, shared her concerns about closing the City Library on Sundays, and stated that additional funding should be given for more police officers to help address the homeless concerns and to impact public safety. Kathleen Ruddy, concerned constituent and resident for over 30 years, shared her concerns of over occupancy in homes that are not certified for so many residents. Additionally, she shared her concerns of narcotics activity in her neighborhood. Ramin Faiz, resident of Floral Park, would like continued enforcement efforts to address the increased homeless activity in Santiago Creek and its surrounding areas. Mr. Faiz inquired what the City's plan was to address this concern long-term. Jennifer Faiz, resident of Floral Park, shared her concerns and frustrations about a vacant home in her neighborhood and the frequent homeless activity that occurs there. Mrs. Faiz requested the City address her concerns and hold the homeowner accountable. Janelle Mcloughlin, resident of Floral Park, asked that City staff take action in addressing the homeless concerns in her neighborhood. Due to recent fires and increased drug activity, Ms. Mcloughlin is fearful of the threats posed to the safety of her home. Ed Murashie, President of Floral Park NA, also commented on the vacant home in the Floral Park neighborhood and the increased homeless activity and fires that have occurred. He would like to work with City Staff to address the vacant home and conduct more sweeps of Santiago Creek. Chris Schmidt, resident of Windsor Village, thanked Staff for installing cameras in City parks. Mr. Schmidt also inquired how to improve the response time of QOLT, and what days were allotted for watering his yard. Eric Mull, resident of Floral Park, shared his frustration about a fire that occurred in his backyard, as well as the consistent transient activity that occurs behind his home in Santiago Creek. Mr. Mull asked that the Creek be fenced off to deter trespassing and that his concerns be addressed. 13B-10 AGENDAITEMS 1. Update on Arson Fire Investigation Taskforce —Acting Deputy Chief Gominsky Acting Deputy Chief Gominsky provided the Committee with a summary of the recent fires that occurred in the Santiago Creek. He explained that as the Orange County Fire Authority's Arson Investigation Taskforce investigated these fires, it was determined that the City's SAMC relating to fires is inadequate and requires amendments. DC Gominsky added that he and Staff had already begun drafting amendments that would be taken to full Council for review. ACTION Chairman Tinajero asked that a team of City Staff assemble to complete regular checks of the Santiago Creek area. 2. Update on Police Officer Recruitment and Hiring— Manager Robert Carroll Manager Carroll presented the Council Committee with an update on Police Officer hiring, by reviewing the number of vacancies compared to filled positions year-to-date, as well as the number of additional officers projected to be hired the remainder of 2018. Additionally, Manager Carroll discussed upcoming recruitment events and shared that the effectiveness of each event would be tracked, moving forward. Chief Valentin shared his input on recruitment and explained implementing the Chief's Oral Interview as part of the hiring process. The Council Committee shared dialogue with Staff about recruitment/retainment efforts, asked questions and offered support of recruitment efforts. ACTION Co -Chair Villegas asked that staff provide counts of how many police officers have under 5 years' experience, under 15 years' experience and who are close to retirement. 3. Receive and File Update: Police Officer Schedule — Acting Deputy Chief Gominsky Acting Deputy Chief Gominsky provided the Committee with a presentation summarizing alternative police patrol schedules, focusing on the 3/12-4/12 shift option. He explained that a 3/12-4/12 schedule would allow for 7-8 additional officers on patrol, while providing 13B-11 comparisons, benefits and examples if this schedule option were to be implemented. Additionally, Chief Valentin provided his support of this schedule option and gave a background summary of how this scheduled operated in the past. 4. Discussion About Potential Revisions to SAMC 10-153 (Loud and Raucous Noise) — Assistant City Attorney Tamara Bogosian Tamara provided the Council Committee with an update on the Loud and Raucous Noise Ordinance (SAMC 10-153), as well as a discussion about the recommended revisions pertaining to enforcement of 10-153. At a previous Public Safety Committee Meeting, Deputy Chief Gominsky shared that one of the difficulties with enforcement of 10-153 was determining the property owner and who should be held responsible for violations. Tamara's presentation addressed this concern and provided recommended revisions. Some revisions include defining "person" as it pertains to whom is to be held accountable, implementing administrative fine and the fee for said fines. Additionally, Tamara recommended 10-153 should include a definition of subsequent response. 5. Homeless Services Update— Hafsa Kaka, Homeless Services Manager Homeless Manager Hafsa Kaka presented the Council Committee with an update on the Homeless Services Quarterly Report and a plan of action to address homelessness in the City. She provided an overview of the Point -in -Time Count and the impact the homeless community has on the City, while explaining the Operation that occurred in cleaning out the Civic Center. Additionally, Deputy Chief Gominsky explained the City's partnership with County Mental Health representatives in offering services, and gave an update on enforcement efforts to address homeless in the Santiago Creek. ACTION Councilmember Benavides requested the City Manager, City Attorney's Office and Staff to look into address concerns about the Mental Health Association (MHA). Additionally, Councilmember Benavides referenced the vacant home discussed during public comments, and requested the City Manager oversee holding the property manager accountable. 13B-12 Councilmember Benavides shared his appreciation of Chief Valentin's efforts in implementing Chief's Oral interviews and offered assistance in any way possible. In regards to SAMC 10-153, he stated the presented revisions were reasonable while supporting Tamara's additional recommendations. Additionally, Councilmember Benavides stated, for the record, that the public's concerns regarding Santiago Creek need to be addressed. Lastly, he welcomed Steven Mendoza as the new CDA Director. Co -Chair Villegas recommended that the City consider fencing off Santiago Creek to keep people out and noted that if no action is taken, the problem would worsen. Additionally, Co -Chair Villegas shared his support of competitive compensation for police officers to help retain officers and improve staffing, while stating that the community needs to understand that the Police Department is operating with half the amount of officers. In regards to SAMC 10-153, Co -Chair Villegas agreed with Tamara's recommendation of including verbiage that would hold parents accountable if the violator is a minor, while adding that the fees were too low. Lastly, he commended Deputy Chief Gominsky and Hafsa Kaka for their dedication and efforts relating to homeless, recognized Staff for their hard work, reaffirmed his support of the community, and thanked the public for attending the meeting. Chairman Tinajero shared his support of competitive compensation for police officers, while asking a 2 -prong approach be considered: if officers are given a raise, their schedules could be adjusted to accommodate the 3/12-4/12 options. Additionally, he agreed with the recommended fines for SAMC 10-153 violations, and then commended Deputy Chief Gominsky for his efforts in addressing homeless concerns in Santiago Creek. Lastly, Chairman Tinajero thanked Staff for their dedication and efforts, while stating his pride of the Committee's councilmembers with whom his he is honored to serve. FUTUREITEMS ADJOURNMENT — 7:22 P.M. (—. '/�?ofZlSU AID VALENTIN Chief of Police ep 13B-13 13B-14 SANTA ANA UNIFIED SCHOOL DISTRICT / CITY OF SANTA ANA COUNCIL JOINT POLICY MEETING The Santa Ana Unified School District / City of Santa Ana Council Joint Policy Meeting will convene at Santa Ana City Hall Ross Annex, 20 Civic Center Plaza, Santa Ana, California, in the Ross Annex Conference Room 1600, located on the first floor at 5:30 p.m., Monday, January 29, 2018. AGENDA January 29, 2018 CALL TO ORDER PUBLIC COMMENTS: 1. Approval of Minutes of the May 22, 2017 District/ City Minutes 2. Approval of Minutes of the October 30, 2017 District/City Minutes 3. Update on Partnership Initiatives 3.1. Roosevelt Community Center and Willard Field Project 3.2. SAUSD Use of City Stadium 3.3. SAUSD Use of Godinez Joint Use Facilities 3.4. Update on Water Tower Initiative 4. Update on City's Youth Services Supervisor S. Summer Night Lights Program 6. Update on SAUSD Youth Restorative Justice Initiative 7. Introduction of New Chief of School Police 8. Active Shooter—Joint Training 9. Discuss Agenda for Special Joint City Council/SAUSD Board of Education meeting 10. Next scheduled quarterly meeting—Monday April 30, 2018 at 5:30 p.m. —Santa Ana Unified School District 151 Floor Training Room, 1601 E. Chestnut, Santa Ana, Calif. 13B-15 ADJOURNMENT City of Santa Ana Santa Ana Unified School District Council Member David Benavides Board of Education President Valerie Amezcua Council Member Sal Tinajero Board of Education Vice President Rigo Rodriguez, Ph.D Council Member Juan Villegas City Manager Raul Godinez II Superintendent Stefanie Phillips, Ed.D. 13B-16 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 MINUTES Santa Ana Unified School District/ City of Santa Ana Council Joint Policy Meeting January 29, 2018 CALL TO ORDER The meeting was called to order at 5:43 p.m. by City of Santa Ana (CITY) City Council Member Juan Villegas. CITY Council Members present were Juan Villegas, David Benavides and Sal Tinajero. CITY staff members present were: Raul Godinez II, City Manager; Robert Cortez, Assistant City Manager; Gerardo Mouet, PRCSA Executive Director; Jeannie Jurado, Community Services Manager; Ron Ono, Administrative Services Manager; Enrique Marban, Community Services Supervisor; Jorge Garcia, Assistant to the City Manager; Nabil Saba, PWA Water Resources Manager, Chris Dalton, CDA; and Hiram Uribe, Graphic Designer. SAUSD Board Members present were: Valerie Amezcua, Board President and John Palacio, Board member. SAUSD staff members present were Dr. Stefanie Phillips, Superintendent of Schools; Dr. Edmond Heatley, Deputy Superintendent of Administrative Services; Mr. Manoj Roychowdhury, Assistant Superintendent of Business Services; Mr. Orin Williams, Assistant Superintendent of Facilities and Governmental Relations; Dr. Alfonzo Jimenez, Assistant Superintendent of Educational Services - Teaching and Learning and Anastasia Smith, Chief of School Police. PLEDGE OF ALLEGIANCE Pledge of Allegiance was led by Valerie Amezcua. PUBLIC COMMENTS Maria Gonzales indicated she was a representative of Friends of Santa Ana Unified School District (SAUSD). Indicated education is for everyone. She provided the committee and staff a red scarf indicating the red shows support of SAUSD Education. Indicated we will soon be opening Roosevelt Community Center and wanted to know what we are doing to protect or children from the undesirable elements. SAUSD/CITY JOINT POLICY PAcFTj,I4G :-73-2J i3 13B-17 Board President Valerie Amezcua introduced SAUSD staff. Councilmember David Benavides thanked Maria Gonzales for the gift of a red scarf. AGENDA ITEMS 1.0 Approval of Minutes of the May 22, 2017 District/City Minutes Motion by Benavides, Second by Amezcua to approve the minutes. Minutes approved unanimously. 2.0 Approval of the October 20, 2017 District/City Minutes Motion by Benavides, Second by Amezcua to approve the minutes. Minutes approved unanimously. 3.0 Update on Partnership Initiatives 3.1 Roosevelt Community Center and Walker Field Project Orin Williams indicated 92% of the project is completed. City Council approved an amendment adding an additional $400,000 to the project. Amendment will be presented to the School Board for approval. Project is scheduled for completion in March and a ribbon cutting in April 2018. Gerardo Mouet indicated a typo on the agenda. The posted agenda indicated Willard Field and it should read Walker Field. He also provided a chronological update from the City's perspective on the Roosevelt Project that is part of the agenda packet. David Benavides indicated we need to look into security measures for the Roosevelt project. Gerardo Mouet indicated similar to Garfield Community Center security cameras will be installed on Roosevelt Community Center. Dr. Phillips indicated during program hours someone will be at the site. If an incident occurs it will be a joint responsibility. Mr. Palacio asked about the Park Rangers and Mr. Mouet indicated the City is currently recruiting to fill positions. The city currently has one park ranger working city-wide. 3.2 SAUSD Use of City Stadium Gerardo Mouet indicated he met with Dr. Heatley on the use of the Stadium. Explained the handout in the agenda packet on indicating the current football users, rental cost per game and that all are treated the same. Indicated in November 2017 staff reminded the schools that they are allowed to sell food and merchandise. Staff will follow up with the schools. SAUSq/OTY JOINT PO ICY MPETIN'3 1 22d 2013 13B-18 Mr. Palacio indicated only SA High School uses the Stadium, the other high schools uses Valley, Segerstrom and Century Fields. Councilman Tinajero arrived at 6:00pm. Mr. Benavides indicated staff to send a memo to the high schools indicating they are allowed to sell food and merchandise at the stadium. Valerie Amezcua stated schools should be allowed to select their own vendors to sell food. Mr. Tinajero indicated other options for Booster clubs to sell, provided they are able to pull a permit from the Health Department. A question of tailgate parties was asked and staff indicated tailgate parties were done in the superblock allowed by the county. Mr. Tinajero indicated SAUSD should be allowed to do the same. Among high schools, only Mater Dei has been selling food, merchandise and having tailgate parties. A question on cost to use the facilities came up. Mr. Mouet indicate the cost to use the Stadium is identified in the miscellaneous fee schedule approved by the City Council. Mr. Benavidez indicated we should be partners to use facilities at a reduced rate, but there will be cases where certain cost needs to be recovered. Similar will SAUSD allow the city to use Valley Fields at a reduced rate?- Mr. Palacio indicated in order to be partners we also need to have shared maintenance, shared capital investment, shared capital replacement and shared revenue. Mr. Villegas indicated at the last Youth, Education and Community Services Council committee there was discussion on working together to help each other. 3.3 SAUSD Use of Godinez Joint Use Facilities Gerardo Mouet showed a map of school and park and explained the joint -use areas of the Godinez High School Campus. Indicated SAUSD is not charged for use of its own facilities. We do charge for use of Dan Young Soccer Complex which includes fields #5 and #6, which are part of the park, and not part of the joint -use areas. Dr. Phillips and Valerie Amezcua stated the district is being charged to use its own facilities. Mr. Benavidez explained the joint use arrangement and the deed conditions whereby the academic buildings are on district property and the recreational improvements are on city property. The city took a bold action for partnership so children will have facilities to use after hours. After hours it is a park and during school hours it is a school facility. i?GSO!aTY IOINTPO_IC! MEETING 1-29-2013 13B-19 Mr. Palacio shared that the District spent millions of dollars on needed Centennial Park capital improvements ranging from a multi -story parking garage, sports/recreational ' facilities, community meeting rooms to a multi-purpose theatre which SAUSD students/staff, the City and the general public have access to. The Heritage Museum which is available to SAUSD students, the City and the general public, is adjacent to Godinez and located on District property also benefited with needed extensive capital improvements and operational support that the District funded. The city charges the district to use district fields after school, weekends and during summer months. The city also charges the district to use city fields/open park spaces during school hours, after school hours, weekends and summer months. Mr. Tinajero and Mr. Palacio indicated that there were many hurdles on both sides to overcome and get the school constructed. Mr. Mouet indicated he will work with the City Manager to clarify and provide clarification on this matter. Ms. Amezcua requested a report be provided in 30 days. Mr. Palacio requested clarification on the city use of one or two rooms in Godinez High School that the city has sole access to, free of charge. 3.4 Update on Water Tower Initiative Jorge Garcia indicated City and District exchanged ideas and options. Both prepared appraisals for the sites and one appraisal was over a $1 million difference. Will need to re-evaluate the site area. Discussion of counter offer and district underutilization of the site was discussed. The City owned water tower which was built in 1928 has been housed free of charge on District property. Dr. Phillips indicated we need to come up if an exchange where both sides win. Mr. Tinajero indicated the tower identifies the city and added improvements to lights on the tower helps show pride of the community. 4.0 Update on City's Youth Services Supervisor Gerardo Mouet provided an update on the position the City Council approved. The city received 331 applicants and are currently going through a selection process. Mr. Benavides indicated this position is to work on partnership with SAUSD to serve our students. Ms. Amezcua introduced Dr. Suzi Lopez to work with city staff on programs for the children. Requested Dr. Lopez be on the next agenda to explain the program. Dr. Lopez indicated she already met with the Superintendent on items the district will be working on. SAUSD/CITY JOINT P011_,,:Y MP TWG 1.29.2013 13B-20 5.0 Summer Night Lights Program Chris Dalton indicated the program was a request from Mayor Pro -Tem Martinez. In order for the program to work the non-profit organizations need the superintendent's permission to allow them to offer the program. CDA set aside $100,000 of CDBG funds for non -profits to rent facilities from the district. The application for funding will end on February 5th. In corporation with PRCSA and the SAUSD the non -profits would operate a center from July 1 -September 30 (9pm to llpm). Ms. Amezcua indicated because this is a late evening program school/city police needs to be present at the site. Mr. Mouet indicated Jerome and Madison Park are in the California Endowment area and might provide additional funding for this pilot. EI Salvador Center can also be used as a pilot program. Ms. Amezcua raised concern that 3 areas may be difficult to manage. Mr. Tinajero agreed, and indicated Madison should be one of the sites. There was a concern that one week left on the application deadline is too short. Mr. Godinez indicated CDBG funding has its own cycle and the deadline is the beginning to assess the proposed CDBG. 6.0 Update on SAUSD Youth Restorative Justice Initiative Dr. Sonia Llamas, Assistant Superintendent, indicated it is important that students and staff build a meaningful relationship. Last year SAUSD was able to obtain a $3 million grant for this program. The program wants the students to network with focus on mutual -respect. 700 students were trained and 9,000 students had individual meetings. Requested City Council look at the on-line video. Mr. Benavidez indicated he heard of the intervention to support the students and appreciated the information so city can help with partnership in the program and requested the city manager to look at variety of ways to help. 7.0 Introduction of the New Chief of School Police Chief Anastasia Smith was introduced and she outlined her years of service in law enforcement. Indicated she was pleased to be selected and has already contacted the Chiefs of other Law Enforcement Agencies to get familiar with the issues'in Santa Ana and Orange County. 8.0 ActiveShooter—JointTraining Chief Anastasia Smith indicated she is working hard behind the scenes with Chief Valentine on setting up exercise on the second week in June. Her experience in organizing the security and safety of 13,000 law enforcement personnel at a conference will be a great help. SONr POLICY MEETING 1-29-2Oi3 13B-21 9.0 Discuss Agenda for Special Joint City Council/SAUSD Board of Education meeting Mr. Palacio indicated it would be easier if the Superintendent, City Manager, Councilman Villegas and Board President Amezcua met to discuss items to address. Councilman Villegas and Board President Amezcua agreed and indicated a time line should be set up so it can be reported at the April meeting. 10.0 Next meeting scheduled quarterly meeting— Monday April 30, 2018 at 5:30 p.m. —Santa Ana Unified School District 1" Floor Training Room, 1601 E. Chestnut, Santa Ana, Calif. ADJOURNMENT There being no further business to come before the District and City, the Joint Policy meeting was adjourned at 7:45 p.m. ATTEST: Ron Ono, Recording Secretary sAis,-)/ c;rrv10;nrPO! _'CYMHTING 1-29-291a 13B-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR JUNE 2018 {STRATEGIC PLAN NO. 5, 1} MPNVV�NAGER /rte RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for June 2018. DISCUSSION The June 2018 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: hftp://www.santa-ana.org/strategic-plannin,q/. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. 19C-1 19C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT AND SECOND AMENDMENT TO OC STREETCAR DESIGN COOPERATIVE AGREEMENT; AND AUTHORIZE EXECUTION OF PURCHASE AND SALE AGREEMENT FOR EASEMENT ACQUISITION (NONGENERAL FUND) (PROJECT NO. 17-6766) (STRATEGIC PLAN NO 3,2C & 413; 6, 1 G) Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a second amendment to the cooperative agreement with the Orange County Transportation Authority for design of the OC Streetcar Project, to reflect the transfer of the agreed-upon easements from the City of Santa Ana, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute a Purchase and Sale Agreement for two easements to be purchased by the Orange County Transportation Authority in the amount of $200,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. 3. Approve an Appropriation Adjustment recognizing income from the sale of the two easements in the amount of $200,000 into the Select Street Construction Revenue Account, and appropriating the same into the Select Street Construction Expenditure Account. DISCUSSION On March 15, 2016, a Design Cooperative Agreement (Agreement) with the Orange County Transportation Authority (OCTA) was approved by City Council for the design of the OC Streetcar Project (Project). The Agreement outlines the general roles and responsibilities between the City of Santa Ana and OCTA for the design phase of the Project. The Agreement was subsequently executed by OCTA on May 9, 2016. A first amendment to the agreement was later approved on April 4, 2017, which slightly revised the scope of the agreement and adjusted the expenditure plan. 20A-1 Amendment to OC Streetcar Design Cooperative Agreement July 17, 2018 Page 2 The proposed second amendment to the Agreement (Exhibit 1) updates Section 10.3, "City Property' of Exhibit B, "Project Scope', to reflect the transfer of the agreed-upon easements to OCTA by the City. The City agreed to sell to OCTA, at an appraised value of $200,000, two easements at the City Hall parking lot for one of the OC Streetcar traction power substations (Exhibits 2 & 3). Additionally, the City agrees to identify the following permanent easements for Project use at no cost to OCTA: - Easement at Santa Ana Regional Transportation Center for the OC Streetcar Platform and Traction Power Substation (Exhibit 4) - Easement at abandoned Fourth Street adjacent to Sasscer Park, for construction, maintenance, and operation of the OC Streetcar (Exhibit 5) STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet the following Strategic Plan Goals: 1. Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). 2. Goal #3 - Economic Development, Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy B (create a comprehensive program to manage parking that includes innovative strategies to provide parking, create revenue and enhance accessibility in the downtown). 3. Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans; e.g., transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). ENVIRONMENTAL IMPACT c There is no environmental impact associated with this action. 20A-2 Amendment to OC Streetcar Design Cooperative Agreement July 17, 2018 Page 3 FISCAL IMPACT The City has agreed to a $200,000 purchase price for two easements at the City Hall parking lot. These funds will be set aside for any unforeseen expenditures related to the implementation of the OC Streetcar route in Santa Ana. The recommended appropriation adjustment will recognize income from the easement purchase in the amount of $200,000 into the Select Street Construction Revenue Account (No. 05917002-57071) and appropriate the same into the Select Street Construction Expenditure Account (No. 05917660-66220). / I �? APPROVED AS TO FUNDS & ACCOUNTS: �YLA-� - ';t C\a L" )L� — Fuad S. Oweiss, PE, PLS Francisco Gutierrez N� 41-s� ExecutivH Director Executive Director Public V40rks Agency Finance & Management Services Agency FSS/EWG/JG/ST Exhibits: 1. Design Cooperative Agreement Amendment No. 2 2. Purchase and Sale Agreement for Easement 3. Legal Description and Exhibit for Permanent Easement — City Hall Parking Lot 4. Legal Description and Exhibit for Permanent Easement — SARTC 5. Legal Description and Exhibit for Permanent Easement — Sasscer Park 20A-3 20A-4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO.:2 TO COOPERATIVE AGREEMENT NO. -C-5=3583.---` BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE DESIGN PHASE OF THE OC STREETCAR PROJECT THIS AMENDMENT NO. 2 is effective this day of 2018, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange Califomia 92863-1584, a public entity of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Santa Ana, a charter city and a municipal corporation (hereinafter referred to as "CITY"), each individually known as "Party" and collectively referred to as "Parties". WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C-5-3583, dated August 1, 2015 (the "Agreement'), as last changed by Amendment No. 1 dated April 11, 2017, for support of the design phase of the OC Streetcar, and WHEREAS, the Agreement provided for the CITY's sale and/or grant of certain CITY -owned property interests to the AUTHORITY for the construction, operation, and maintenance of the traction power substation and related equipment necessary for the OC Streetcar, and WHEREAS, the Parties agree that the AUTHORITY will provide the necessary funds to acquire the specified properties necessary for construction and operation of OC Streetcar; and WHEREAS, the Parties agree to amend Exhibit B, "Project Scope", Section 10.3 —City Property, for revised locations of the traction power substations for construction and operation of the OC Streetcar, and WHEREAS, the CITY's City Council approved this Amendment No. 2 on EXHIBIT 1 Page 1 of 3 L:\Camm\CLERICAL\W ORDPROCWGREEW MEND\AM253583.docx 20A-5 AMENDMENT NO.2 TO AGREEMENT NO. C-5-3583 1 NOW, THEREFORE, it is mutually understood and agreed upon by the AUTHORITY and CITY 2 that the Agreement is hereby amended in the following particulars only: 3 1. Amend Exhibit B, `Project Scope" to delete Section 10.3, "City Property" in its entirety 4 and replace with the following: 5 "10.3 CITY PROPERTY 6 The CITY agrees to sell to the AUTHORITY the CITY property, at the appraised value, 7 necessary for the AUTHORITY to construct, operate, and maintain a traction power substation and 8 related equipment necessary for the OC Streetcar at the following location: 9 (2) easements — City Hall Parking Structure (Traction Power Substation and 10 Public Utility Easement) (Appraise/Sell) 11 The CITY agrees to grant to the AUTHORITY an easement to use CITY property for streetcar 12 purposes, including the right to construct, operate, and maintain traction power substations and related 13 equipment necessary for the OC Streetcar at the following (2) locations: 14 • (1) easement — Santa Ana Regional Transportation Center (Platform and 15 Traction Power Substation and Guideway) (Grant) 16 • (1) easement —Abandoned 40' Street adjacent to Sasscer Park (Easement for 17 construction, maintenance, and operation) (Grant) 18 The CITY and AUTHORITY agree to execute a separate Purchase and Sales Agreement 19 (P&SA) which shall describe the terms and conditions for the sale of the City Hall Parking Structure 20 easements (fraction Power Substation and Public Utility Easement) and the granting of the Santa Ana 21 Regional Transportation Center easement (Platform and Traction Power Substation and Guideway) and 22 the Sasscer Park easement (Easement for construction, maintenance, and operation) to the 23 AUTHORITY. The AUTHORITY agrees to minimize the amount of property purchased or used while 24 providing for construction, operations, and maintenance activities. The AUTHORITY and the CITY shall 25 work collaboratively to ensure the traction power substation sites are not obtrusive to surrounding uses 26 Page 2 of 3 L:\Camm\CLERICAL\WORDPROC\AGREEIAMENDWM253583.doac 20A-6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 3 ' 24 25 ML 26 AMENDMENT NO. 2TO AGREEMENT NO. C-5-3583 through the Station and Urban Design effort identified in Exhibit B, "Project Scope" Section 5.9.1. of original Agreement No. C-5-3583." The balance of said Agreement remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Agreement No. C-5-3583 to be executed on the date first above written. CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY By: Raul Godinez II City Manager APPROVAL AS TO FORM: By: i+ri/ A� `lit/.'TL . 9L S a Carvalho City Attorney ATTEST: Bv: Maria D. Huizar City Clerk Dated: Meena Katakia Manager, Capital Projects APPROVAL AS TO FORM: Page 3 of 3 L:\Camm\CLEPoCALIWORDPROC%AGREEViMENDW M253583.docz 20A-7 20A-8 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal Purchase and Sale Agreement information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 20 Civic Center Plaza Santa Ana, CA 92701 Property Address OC STREETCAR PROJECT OCS-004-01, -02 OCS-008 OCS-009-01, -02 Parcel No(s) 008-067-47 398-221-23,008-068-09 398-351-04,-05,-07,-08 APN(s) TBD -Pending FTA Federal Project No. Escrow No. Title Order No. PURC-HASE-AND.,SALE AGREEMENT This PURCHASE AND SALE AGREEMENT ("PSA") is dated for reference purposes as of the _ day of 2018 ("Date of PSA"), and is being entered into by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the state of California ("CITY" or "Seller"), and the ORANGE COUNTY TRANSPORTATION AUTHORITY, a Public Entity, ("AUTHORITY" or "Buyer"), for the acquisition by Buyer of certain real property interests described below. Each will be individually known as "Party" and collectively known as the "Parties". RECITALS WHEREAS, the OC Streetcar Project ("Project') is a modem streetcar system connecting the Santa Ana Regional Transportation Center to Harbor Boulevard and Westminster Avenue in the City of Garden Grove; WHEREAS, the CITY and AUTHORITY entered into COOPERATIVE AGREEMENT No. C-5-3583 ("Agreement') on August 1, 2015 for support of the design phase the Project; WHEREAS, the CITY owns the real property located at the City Hall Parking Structure, Sasscer Park, and the Santa Ana Regional Transportation Center (SARTC), known as APNs 008-067-47; 398-221-23, 008-068-09; and 398-351-04, -05, - 07, -08, in the County of Orange (collectively, the "CITY Property"); WHEREAS, the CITY agrees to sell to the AUTHORITY the CITY property, at the appraised value, necessary for the AUTHORITY to construct, operate, and maintain a traction power substation and related equipment necessary for the Project at the following location described in Amendment No. 2 to the Agreement: (2) easements- CityrHall.=Parking�Structure'(-Traction"Power'Substation.ands,Public�Utility_-Easement) (Appraise/Sell)'" WHEREAS, the CITY agrees to grant to the AUTHORITY an easement to use CITY property for streetcar purposes, including the right to construct, operate, and maintain traction power substations and related equipment necessary for the Project at the following two (2) locations described in Amendment No. 2 to the Agreement: (1) easement- Santa Ana Regional Transportation Center (Platform and Traction Power Substation and Guideway) (Grant) (1) easement- Abandoned 4th Street adjacent to Sasscer Park (Easement for construction, maintenance, and operation) (Grant) NOW, THEREFORE, the CITY agrees to sell and grant interests in the CITY Property to the AUTHORITY and the AUTHORITY agrees to purchase interests in the CITY Property from the CITY upon the terms and for the consideration set forth in this PSA and through the instruments attached as follows: EXHIBIT 2 20A-9 ORANGE COUNTY TRANSPORTATION AUTHORITY Purchase and Sale Agreement CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.2 1, it shall be kept confidential in order to protect against unauthorized disclosure. • Document No. OCS-004-01 also known as APN 008-067-47 in the form of a Public Utility Easement deed attached hereto as Exhibit "1" covering a portion of the City Hall Parking Structure as described and depicted in Exhibits "A" and `B" attached to said Public Utility Easement; and Document No. OCS-004-02 also known as APN 008-067-47 in the form of a Traction Power Substation Easement deed attached hereto as Exhibit "2" covering a portion of the City Hall Parking Structure as described and depicted in Exhibits "A" and 'B" attached to said Traction Power Substation Easement deed (collectively the "City Hall Parking Structure"). • Document No. OCS-008 also known as APN 398-221-23, 008-068-09 in the form of an Easement Deed attached hereto as Exhibit "3" covering a portion of Sasscer Park ("Sasscer Park") as described and depicted in Exhibits "A" and `B" attached to said Easement Deed. • Document No. OCS-009-01 and OCS-009-02 also known as APN 398-351-04, 398-351-05, 398-351-07, and 398-351-08 in the form of a Platform and Traction Power Substation Easement deed attached hereto as Exhibit "4" covering a portion of the Santa Ana Regional Transportation Center ("SARTC") as described and depicted in Exhibits "A" and `B" attached to said Platform and Traction Power Substation Easement deed. 1. It is agreed that AUTHORITY shall conduct an internal escrow. This PSA constitutes the joint escrow instructions of AUTHORITY and CITY. The parties hereto agree to perform all acts reasonably necessary to close this escrow within sixty (60) days following the opening of escrow. 2. (A) AUTHORITY shall pay the CITY the sum of Two Hundred Thousand Dollars and No Cents ($200,000.00), the appraised value, for the property at the City Hall Parking Structure when title to said Property interests vests in AUTHORITY free and clear of all liens, deeds of trusts, encumbrances, assessments, easements and leases (recorded and/or unrecorded), and taxes. The CITY will grant at no cost the property interests at Sasscer Park and SARTC. (B) AUTHORITY will pay all usual escrow and recording fees incurred in this transaction, and if title insurance is desired by AUTHORITY, the premium charged therefore. Due to AUTHORITY's status as a public entity, no recording fees will be payable (pursuant to Government Code Section 27383) and no documentary transfer tax will be payable (pursuant to Revenue & Taxation Code Section 11922). (C) It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the right of possession and use of the subject property by OCTA, including the right to remove and dispose of improvements, shall commence on the close of escrow controlling this transaction, and that the amount shown in Clause 2 (A) herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. (D) CITY agrees that the payment described in Clause 2 (A) above shall constitute full and fair compensation for any and all claims that CITY, and its successors and assigns, may have against AUTHORITY for the acquisition of the Property interests. (E) The property rights shall transfer upon the close of escrow. (F) Should the property be materially destroyed by fire, earthquake, or other calamity without the fault of either party, this contract may be rescinded by AUTHORITY; in such an event, AUTHORITY may reappraise the property and make an offer thereon. (G) In the event AUTHORITY determines that acquisition of the Property interests is no longer feasible for the Project, AUTHORITY may revoke this offer at any time. 20A-10 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL t Purchase and Sale Agreement This document contains personal rm infoa[iou, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 3. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes, but is not limited to, payment for any and all past, present, and/or future damages, which have accrued or may accrue to CITY's remaining property by reason of its severance from the property conveyed herein and/or the construction and use of the proposed Project, including, but not limited to, any expense which CITY may incur in restoring the utility of the remaining property. This release is not intended to extend to unanticipated physical damage caused by construction. 4. Any notice either party may or is required to give the other shall be in writing, and shall be either personally delivered or sent by registered or certified mail, return receipt requested. If by mail, service shall be deemed to have been received by such party at the time the notice is delivered to the following addresses: To CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92701 Attn: Clerk of the Council To AUTHORITY: Orange County Transportation Authority 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Attn: Real Property Department It is understood and agreed by and between the parties hereto that this PSA inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and/or assignees. Neither this PSA, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior consent of the other Party. 6. CITY represents and warrants that, to the best of the CITY'S knowledge, during the period of CITY's ownership of the Property, there have been no disposals, releases or threatened releases of hazardous substances or hazardous wastes on, from, or under the Property. CITY further represents and warrants that CITY has no knowledge of any disposal, release, or threatened release of hazardous substances or hazardous wastes on, from, or under the Property which may have occurred prior to CITY taking title to the Property, other than that described in the Environmental Report. If contamination is found, this offer will be subject to amendment. 7. The acquisition price of the Property interests being acquired in this transaction reflects the full and complete settlement of the Property interests without the presence of contamination. If the Property interests being acquired are found to be contaminated by the presence of hazardous waste which requires mitigation under Federal or State law, AUTHORITY may elect to recover the clean-up costs from those who caused or contributed to the contamination including, but not limited to, CITY. 8. This PSA constitutes the entire agreement between the parties hereto with respect to the subject matter of this PSA and may not be modified except by an instrument in writing signed by the party to be bound thereby. 9. If any term or provision of this PSA shall be held to be invalid or unenforceable, the remainder of the PSA shall remain in full force and effect. 10. Each individual executing this PSA on behalf of an entity represents and warrants that he or she has been authorized to do so by the entity on whose behalf he or she executes this PSA and that said entity will thereby be obligated to perform the terms of this PSA. 20A-11 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal Purchase and Sale Agreement information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 11. This PSA may be executed in counterparts, including by facsimile and/or electronic transmission (i.e., email), each of which so executed counterpart shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 12. This Agreement is subject to approval by AUTHORITY's governing Board of Directors and CITY'S City Council. SIGNATURE PAGE FOLLOWS 20A-12 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL Purchase and Sale Agreement info document contains personal g information, and pursuant to Civil Code section 179821, it shall be kept confidential in order to protect against unauthorized disclosure. In Witness Miereof, the parties have executed this Purchase and Sale Agreement on the day and year set forth below. CITY OF SANTA ANA By: Raul Godinez, II City Manager Date: Approved as to Form: By: o 'a R. Carvalho �_ City Attorney Date: 1— Z By: Fuad S. Sweiss Executive Director, Public Works Agency Date: ORANGE COUNTY TRANSPORTATION AUTHORITY James G. Beil DATE Executive Director, Capital Programs Approved as to Form: By: James M. Donich DATE General Counsel Orange County Transportation Authority 20A-13 ORANGE COUNTY TRANSPORTATION AUTHORITY Purchase and Sale Agreement ATTACHMENTS TO PURCHASE AND SALE AGREEMENT APN (008-06747) CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall he kept confidential in order to protect against unauthorized disclosure. Document No. OCS-004-01 / Public Utility Easement (Exhibit °°1") (SEE THE FOLLOWING PAGES) 20A-14 NO FEE DOCUMENT Exempt per Government Code &6103 & $27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Above Space For Recorder's Use On] Project Name: OC Streetcar Pro Address: Santa Ana, California APN: 008-067-47 Project Parcel No.: OCS-004-01 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. PUBLIC UTILITY EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), a non-exclusive public utility easement ("PUE") for the purpose of constructing, maintaining, repairing, relocating, and adjusting, as applicable, underground utility and communication facilities and their appurtenant fixtures and equipment, as required, in and under that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. During the Construction Period, OCTA's use and occupancy of the PUE will be exclusive, subject to the rights and limitations set forth below. OCTA's use and occupancy of the PUE prior to and after the Construction Period will be non-exclusive. Rights and Limitations of Use and Occupancy of PUE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this PUE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the PUE area. • Reasonable pedestrian access to the property shall be maintained at all times • Access to the PUE area shall be from public right of way. • Driveway access will be maintained at all times. • The following improvements within the PUE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed shall be included in the compensation paid by OCTA for this PUE. o Approximately 5,600 SF of pavement 0 33 parking stalls (temporarily) • The following improvements within the PUE area will be protected in place: o None 1201539.1 20A-1 5 • The following improvements within the PUE area will be constructed and/or replaced in kind by OCTA: o Pavement o Striping of affected parking stalls o Affected landscaping and irrigation Drainage patterns and/or systems will be maintained during construction and restored to pre-existing conditions. Prior to the termination of the Construction Period, OCTA will remove from the PUE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. The PUE area will be restored to a condition that is as functionally equivalent as is practicable to its condition prior to commencement of the construction activities, as indicated above, unless otherwise agreed to in writing between OCTA and owner. There shall not be constructed any improvement in, on, over, under, across or within the PUE that would impede the rights as defined herein. Once the utilities are in place, the surface of the PUE may be used for access or automobile parking purposes. OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: M Sonia R. Carvalho City Attorney Approved as to Form: Z Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-16 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 1201539.1 Signature 20A-17 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Bell Executive Director, Capital Programs 1201539.1 20A-1 8 PSOMAS 1 EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being those portions of 6 Lots 1, 2 and 6 through 10, Block `D,' of the Ross Addition to Santa Ana, recorded in 7 Book 3, Pages 534 and 535 of Miscellaneous Records of Los Angeles County, California, 8 together with those portions of Van Ness Street and Parton Street vacated per Resolution 9 69-27 of the City Council of the City of Santa Ana adopted February 17, 1969, a certified 10 copy of said resolution being recorded in Book 8878, Page 863 of Official Records of 11 said Orange County, described as follows: 12 13 Beginning at the intersection of the northwesterly line of Santa Ana Boulevard (54 -foot 14 northerly half -width) as described in the Easement Deed to the City of Santa Ana, 15 recorded in Book 8 82 1, Page 290 of Official Records of said county, with the westerly 16 line of said Lot 6, said northwesterly line being a curve concave northwesterly having a 17 radius of 746.00 feet, a radial line to said curve bears South 09°25'05" East; thence 18 southwesterly along said curve and said northwesterly line, 21.13 feet through a central 19 angle of 01'37'21 "; thence North 12'15'18" West 22.08 feet; thence 20 North 67°48'31" East 286.30 feet; thence North 57°59'03" East 3.09 feet; thence 21 North 55034'50" East 12.16 feet; thence North 55°37'54" East 17.92 feet; thence 22 North 54050137" East 2.80 feet; thence South 89°24'45" East 30.75 feet to the beginning 23 of a non -tangent curve concave northwesterly, having a radius of 725.00 feet, a radial line 24 to said beginning bears South 35'36'16" East; thence southwesterly along said curve 25 86.42 feet through a central angle of 06°49'48"; thence North 29°26'32" West 5.44 feet; 26 thence South 67°48'31" West 223.83 feet; thence South 12'29'18" East 17.33 feet to the 27 northwesterly line of said Santa Ana Boulevard, said point also being the beginning of a 28 non -tangent curve concave northwesterly having a radius of 746.00 feet, a radial line to 29 said beginning bears South 11012'12" East; thence southwesterly along said curve and 30 M:\2HNT010400\SURVEY\LEGAIS\TPSS}\Description\V-LG-PE-DESC-APN 008-06747—Below—REV 3.docx Page 1 oft 3/9/2018 20A-19 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 PSOMAS said northwesterly line 21.07 feet through a central angle of 01'37'06" to the Point of Beginning. Containing 5,524 sq. ft. All as shown on Exhibit `B" attached hereto and made a part thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. J Peter J. Fitzpatrick, PLS 6777 PETER J. FITZPATRICK No. 6777 W 7 M:\2HNT010400\SURVEMEGALS\TPSS_3\Descrip[ion\V-LG-PE-DESC-APN 008.067-47_Below REV 3.do" 3/92018 20A-20 Page 2 of 2 EXHIBIT "B" LAND CONVEYED TO THE STATE OF CALIFORNIA PER DOCUMENT NO. 2007000582904, O.R. RESOLUTION 69-27 ORDERING VACATION OF STREETS AND P- RESERVING EASEMENTS FOR PUBLIC UTILITIES BK 8878. (n PG 863. O.R. y o ---- -- -- r —'-TIS---T---T w w I I I IAPN 008-067-47 I I Lu o ;� r o BILK E l o, I I ALK .� Z Z l a l i A l Sr,UK ; y PAGE Q ROSS I ADD To SANTA ANA RECORDED151K 3, PGS 534 ?• 535 60' OF NJISC..i REGOROS; LA CDJ�;TY 60' LOT 5 I LOT 4 l LOT 3 I LOT 2 I LOT I L3 L5 LE GRANT OF EASEMENT FOR ELECTRICALI it AND COMMUNICATION 5 I I I I L2 703, O.R.PER BK. 10338, PG. 7D3. OI I 2 REC. 9/22/1972 1 G \ 30' 30' I 1 I 6 30 / T�--I- w I LOT b LOT 71 LOT B V) l I L7 �D S35 Sz,-CE(R� \� S38°46'28"E (R) oao�u\i I I E 2 LOT 9 I 3� A8 I Q � ¢mm� N630 vwi¢¢�'c� I y,� 5 L8 63°A `n / Qowc�w I wwda� I �' �1L�1J S1140�1 2"E (R) y / L C1 C3 Cq EASEMENT DEED FOR STREET S07°47'44"E(R) AND HIGHWAY PURPOSES P.O.B 9°25'05"E (R) PER BK 8821, PG 290. O.R. v REC. 12/19/1968 cn N Z \\ LL 130'Z 30' CURVE DATA: LEGEND: PERMANENT EASEMENT i/ SCALE 1" = 60' DESCRIPTION PERMANENT EASEMENT APN 008-067-47 CITY OF SANTA ANA LINE DATA: RADIUS ANGLE LENGTH Cl 746.00' 01°37'21" L2 21.13' C2 725.00' 06°49'48" N55034'50"E 86.42' C3 746.00' 01037'06" 21.07' C4 746.00' 03°14'27" 2.80' 42.20' SCALE 1" = 60' DESCRIPTION PERMANENT EASEMENT APN 008-067-47 CITY OF SANTA ANA LINE DATA: P 5 0 M A s m°C.A50)°waf27U 7141751-7373 SHEET 1 OF 1 SCALE 1"=60' DRAFTED KPV/NPG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 BEARING DISTANCE L1 N12015'18"W 22.08' L2 N57°59'03"E 3.09' L3 N55034'50"E 12.16' L4 N55°37'54"E 17.92' L5 N54°50'37"E 2.80' 1-6 S89°24'45"E 30.75' L7N29°26'32"W 5.44' L8 S12.29,18 "E I17.33' P 5 0 M A s m°C.A50)°waf27U 7141751-7373 SHEET 1 OF 1 SCALE 1"=60' DRAFTED KPV/NPG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 ORANGE COUNTY TRANSPORTATION AUTHORITY Purchase and Sale Agreement ATTACHMENTS TO PURCHASE AND SALE AGREEMENT APN (008-06747) CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.2 1, it shall he kept confidential in order to protect against unauthorized disclosure. Document No. OCS-004-02 / Traction Power Substation Easement (Exhibit 11211) (SEE THE FOLLOWING PAGES) 20A-22 NO FEE DOCUMENT Exempt per Government Code 0103 & &27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Above Space For Recorder's Use On] Project Name: OC Streetcar Project Address: Santa Ana, California APN: 008-06747 Project Parcel No.: OCS-004-02 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. TRACTION POWER SUBSTATION EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), an exclusive traction power substation easement (TPSSE) for the purpose of constructing, maintaining, repairing, and adjusting, as applicable, above ground and underground facilities, and their appurtenant fixtures and equipment, including but not limited to utility and communication facilities, as required, in, under and across that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights and Limitations of Use and Occupancy of TPSSE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this TPSSE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the TPSSE area. • The emergency driveway/gated area in the NE area will not be accessible during the Construction Period • Access to the TPSSE area shall be from public right of way. • Driveway access will be maintained at all times. • The following improvements within the TPSSE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed shall be included in the compensation paid by OCTA for this TPSSE. o Pavement within limits of TPSSE 0 6 parking stalls (permanently) • The following improvements within the TPSSE area will be protected in place: o Adjacent retaining wall o Adjacent fencing 1201539.1 20A-23 The following improvements within or adjacent to the TPSSE area will be constructed and/or replaced in kind by OCTA: 0 8 -foot tall fencing similar to adjacent fencing o Pavement around TPSS unit and electrical equipment o Raised parking lot island with concrete curb o Landscape and irrigation Drainage patterns and/or systems will be maintained during construction and restored to pre-existing conditions. Prior to the termination of the Construction Period, OCTA will remove from the TPSSE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. The area around the TPSSE and unit will be restored to a condition that is as functionally equivalent as is practicable to its condition prior to commencement of the construction activities, as indicated above, unless otherwise agreed to in writing between OCTA and owner. The TPSS unit and electrical equipment will be enclosed by a fence/gate and will be locked. There shall not be constructed any improvement in, on, over, under, across or within the TPSSE that would impede the rights as defined herein. Once the TPSS unit is in place, a portion of the surface of the TPSSE may be used for access including fire access. OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: 0 Sonia R. Carvalho City Attorney Approved as to Form: M Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-24 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) 1201539.1 20A-25 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-26 PSOMAS 1 EXHIBIT'A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being those portions of 6 Lots 1 and 10, Block `D,' of the Ross Addition to Santa Ana, recorded in Book 3, Pages 7 534 and 535 of Miscellaneous Records of Los Angeles County, California, together with 8 those portions of Van Ness Street vacated per Resolution 69-27 of the City Council of the 9 City of Santa Ana adopted February 17, 1969, a certified copy of said resolution being to recorded in Book 8878, Page 863 of Official Records of said Orange County, described 11 as follows: 12 13 Commencing at the intersection of the northwesterly line of Santa Ana Boulevard 14 (54 -foot northerly half -width) as described in the Easement Deed to the City of Santa 15 Ana, recorded in Book 8821, Page 290 of Official Records of said county, with the 16 westerly line of Lot 6 of Block `D' of said Ross Addition to Santa Ana, said 17 northwesterly line being a curve concave northwesterly having a radius of 746.00 feet, a 18 radial line to said curve bears South 09°25'05" East; thence northeasterly along said 19 curve and the northwesterly line of said Santa Ana Boulevard, 252.27 feet through a 20 central angle of 19°22'30" to the True Point of Beginning; thence 21 North 29026132" West 21.00 feet to the beginning of a non -tangent curve concave 22 northwesterly having a radius of 725.00 feet, a radial line to said curve bears 23 South 28046128" East; thence northeasterly 86.42 feet along said curve through a central 24 angle of 06°49'48"; thence South 89°24'45" East 1.34 feet to the westerly line of the land 25 described in the Grant Deed to the State of California recorded on September 26, 2007 as 26 Document Number 2007000582904 of Official Records of said county; thence along said 27 westerly line South 00°01'32" West 2.84 feet; thence South 51°55'16" West 0.83 feet; 28 thence South 00'17'58" East 21.73 feet to said northwesterly line and the beginning of a 29 non -tangent curve concave northwesterly having a radius of 746.00 feet, a radial line to 30 1 said curve bears South 34°31'58" East; thence southwesterly 74.73 feet along said curve M:\2HNT010400\SURVEY\LEGALS\TPSS 3\Description\V-LG-PE•DESC-APN 008 -067 -47 -Above Grade REV 2.docx Page l oft 03/09/2018 20A-27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 PS OMAS and said northwesterly line through a central angle of 05°44'23" feet to the True Point of Beginning. Containing 1,702 sq. ft. All as shown on Exhibit `B" attached hereto and made a part thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. Ad Peter J. Fitzpatrick, PLS 6777 PETER J. FITZPATRICK No. 6777 M:12HNT010400\SURVEY\LEGALS\TPSS_3\De cription\V-LG-PE-DESC-APN 008-06747 -Above Grade_REV 2.docx 03109/2018 20A-28 Page 2 of 2 E (R) DETAIL "A" N.T.S. EXHIBIT "B" LAND CONVEYED TO THE STATE OF CALIFORNIA PER DOCUMENT NO. 2007000582904. O.R. - L5i' RESOLUTION 69-27 ORDERING VACATION OF STREETS AND h - RESERVING EASEMENTS FOR PUBLIC UTILITIES M BK 8878, PG 863. O.R. o ------ r ----T11---T---T -- Q I o[,IF I IIAPN 008-067-47 I I W o I I I B� 1< D I Z Z a l i A 4. I Jofji< 3 y FAD- ,j -j I Q aOZ a ROssIADD To sANTA ANA 1 > �� RrGORDrJ ax 3>' PGS4 534 %? 535 60 0= OF Ad180,i REGORDSy A 001 JNTY I l 6D' LOT 5 I LOT 4 I I LOT 3 I LO7 2 I LOT II -y)7 w GRANT OF EASEMENT FOR ELECTRICALI II I I AND COMMUNICATION SYSTEMS I� I I IG'` L5 PER BK. 10338. PG. 703, O.R. I ��-IL,I REC. 9/22/19720' I 30' I I iRl '----–I---� — '21� 6 `L V) I LDT b I LOT 7I I LOT 8 15201 1 �1 G n O ' I / `0 IW oa En ' I I I I1.0� '' T.P.O.B. �Q 1 - wlt~c�- I I I 1 LOT 9 !/' l �j' � w 3iPMI.j ,m emm00f vi= L; a owc�w 1 9.22 a_ — --__ EASEMENT DEED FOR STREET ' AND HIGHWAY PURPOSES P.tC\SO9*25'05"E (R) PER BK 8821. PG 290. O.R. c REC. 12/19/1968 _�- LEGEND: 1 CURVE DATA: 30' PERMANENT EASEMENT / -- P.O.C.- POINT OF COMMENCEMENT -� T.P.O.B.- TRUE POINT OF BEGINNING ! LINE DATA: RADIUS DELTA LENGTH C1725.00' 06°49'48" 86.42' C2 746.00' 05°44'23" 74.73' 0' 30' 60' 120' 180' SCALE 1" = 60' PERMANENT EASEMENT FOR APN 008-067-47 GTY OF SANTA ANA P SOMA S Svnl4'Ma CWf.— CZ07 0 714/751-7373 SHEET 1 OF 1 SCALE 1"=60' DRAFTED FD/NG CHECKED JLE DATE 03/09/2016 JOB NUMBER 2HNT010400 Y..HNT010400\SURVEY\LECGLS\TPSS-3\Err BEARING DISTANCE L1 N29°26'32"W 21.00' L2 S89°24'45"E 1.34' L3 SOO'01'32"W 2.84' L4 S51°55'16"W 0.83' L5 SOO'17'58"E 21.73' 0' 30' 60' 120' 180' SCALE 1" = 60' PERMANENT EASEMENT FOR APN 008-067-47 GTY OF SANTA ANA P SOMA S Svnl4'Ma CWf.— CZ07 0 714/751-7373 SHEET 1 OF 1 SCALE 1"=60' DRAFTED FD/NG CHECKED JLE DATE 03/09/2016 JOB NUMBER 2HNT010400 Y..HNT010400\SURVEY\LECGLS\TPSS-3\Err ORANGE COUNTY TRANSPORTATION AUTHORITY Purchase and Sale Agreement ATTACHMENTS TO PURCHASE AND SALE AGREEMENT APN (398-221-23, 008-068-09) CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. Document No. OCS-008 / Easement Deed (Exhibit "3") (SEE THE FOLLOWING PAGES) 20A-30 NO FEE DOCUMENT Exempt per Government Code 46103 & &27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Above Space For Project Name: OC Streetcar Pr( Address: Santa Ana, California APN: 398-221-23, 008-068-09 Project Parcel No.: OCS-008 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), a non-exclusive permanent easement (PE) for the purpose of constructing, maintaining, repairing, and adjusting, as applicable, track, track slab; platforms, including, but not limited to subsurface foundations and footings; ticket vending machines; utilities; overhead catenary systems; and communication systems, along with their appurtenant fixtures and equipment, as required, in, over, under, across and within that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights and Limitations of Use and Occupancy of PE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this PE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the PE area. • Reasonable pedestrian access to adjacent properties shall be maintained at all times • Access to the PE area shall be from public right of way. • The following improvements within the PE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed as identified on the project plans shall be included in the compensation paid by OCTA for this PE, including but not limited to: o Brick/concrete pavers o Concrete sidewalk/banding, as required o Trees, as required o Landscaping and raised concrete planter boxes as required o Fire Hydrant o Water Main o Site Drainage System 1201539.1 20A-31 • The following improvements within the PE area will be protected in place: o None • The following improvements within the PE area will be constructed and/or replaced by OCTA: o Linear concrete pavers o Decorative concrete banding o Landscaping and trees o Fire Hydrant o Water Main o Site Drainage System • Surface drainage patterns will be maintained during construction and restored to pre- existing conditions. • Prior to the termination of the Construction Period, OCTA will remove from the PE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. • There shall not be constructed any improvement in, on, over, under, across or within the PE that would impede the rights as defined herein. OCTA expressly reserves the right to convey, transfer, or assign the PE subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: W Sonia R. Carvalho City Attorney Approved as to Form: LO Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-32 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) Wa." 1201539.1 Signature 20A-33 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-34 PSOMAS 1 EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being that portion of 6 4th Street abandoned per Resolution No, 69-27, recorded on February 19, 1969 in Book 7 8878, Page 863 of Official Records of said County, together with that portion of the 4h 8 Street abandoned per Resolution No. 80-160, recorded on October 20, 1983 in Book 9 13796, Page 1800 of Official Records of said County, described as follows: 10 11 Beginning at the northeasterly corner of Lot 1, Block `1', of the Jacob Ross Addition to 12 Santa Ana, recorded in Book 5, Page 582 of Miscellaneous Records of Los Angeles 13 County, California; thence along the northerly line of said Lot 1 North 82°45'22" West 14 15.00 feet to the westerly line of North Ross Street, (80 feet wide) as shown on said 15 Jacob Ross Addition to Santa Ana and the True Point of Beginning; thence 16 North 89023'44" West 82.53 feet; thence North 00°36'16" East 13.44 feet; thence 17 North 89023'44" West 192.87 feet; thence South 01007'03" West 12.34 feet to the 18 southerly line of said 4th Street; thence along said southerly line North 89°23'44" West 19 10.03 feet to the beginning of a non -tangent curve concave northerly having a radius of 20 569.44 feet, a radial line to said curve bears South 01°41'49" West; thence westerly 21 55.13 feet along said curve through a central angle of 05°32'49"; thence 22 North 82045'22" West 19.28 feet to a curve concave northerly having a radius of 23 569.44 feet; thence westerly 23.04 feet along said curve through a central angle of 24 02°19'07'; thence North 80°26'15" West 57.94 feet to the curved southeasterly line of 25 Santa Ana Boulevard, (108 feet wide) per Resolution No. 68-186 recorded in Book 8819, 26 Page 934 of Official Records of said County, said curved southeasterly line being 27 concave northwesterly having a radius of 854.00 feet, a radial line to said curve bears 28 South 15025108" East; thence northeasterly 69.58 feet along said curve through a central 29 angle of 04°40'05"; thence South 89°23'44" East 38.78 feet; thence 30 South 07°14'38" West 12.24 feet to the beginning of a non -tangent curve concave 31 northerly having a radius of 545.00 feet, a radial line to said curve bears M:\2HNT010400\SURVEYU.EGALS\TPSS_3\Description\V-LG-PE-DESC-APN 398-221-23 and 008-068-09_REV 1.do" Page 1 of 2 3/92018 20A-35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 I&TO]WEIVI South 07°06'05" West; thence easterly 61.80 feet along said curve through a central angle of 06°29'48'; thence South 89°23'44" East 53.68 feet; thence North 00°36'16" East 14.77 feet; thence North 65°52'29" East 6.45 feet; thence South 33°09'11" East 4.57 feet to a curve concave northeasterly having a radius of 14.35 feet; thence southeasterly 14.02 feet along said curve through a central angle of 55°57'58'; thence South 89°23'44" East 118.22 feet; thence South 00°36'16" West 7.30 feet; thence South 89°23'44" East 14.75 feet to a curve concave northerly having a radius of 80.00 feet; thence easterly 33.07 feet along said curve through a central angle of 23°41'09'; thence North 66°55'08" East 38.42 feet to the westerly line of said Ross Street; thence along said westerly line South 00°03'18" West 47.61 feet to the True Point of Beginning. Containing 9,924 sq. ft. All as shown on Exhibit `B" attached hereto and made a part thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. Peter J. Fitzpatrick, LS 6777 PETER J. FITZPATRICK No. 6777 * , Date � i v M:\2HNT010400\SURVEYILEGALS\TPSS_3\Description\V-LG-PE-DESC-APN 398-221-23 and 008-068-09_REV I.docx 3/9/2018 20A-36 Page 2 of 2 LINE DATA: RFARTN(; L1 EXHIBIT DISTANCE LENGTH 82.53' N00°36'16"E CURVE DATA: L1 N89°23'44"W DELTA LENGTH L2 N00°36'16"E 05°32'49" 13.44' L3 N89°23'44"W 569.44' 192.87' L4 S01"07'03"W C3 12.34' L5 N89'23'44"W C4 10.03' L6 N82045'22"W 61.80' 19.28' L7 N80°26'15"W zea 57.94' LB S89°23'44"E 23°41'09" 38.78' L9 S07°14'38"W 12.24' L10 S89°23'44"E I 0 53.68' L11 N00'36'16"E tr� `l 14.77' L12 N65°52'29"E 9 6.45' L13 S33°09'11"E JO 4.57' L14 S89°23'44"E 118.22' L15 S00°36'16"W 7.30' L16 S89-23 44"E 14.75' L17 N66°55'08"E 38.42' L16 500°03'18"W 47.61' L19 N82°45'22"W 15.00' 1113" RADIAL DATA: R1 S01°41'49"W RADIUS DELTA LENGTH Cl 569.44' 05°32'49" L6 55.13' C2 569.44' 02°19'07" O 23.04' C3 854.00' 04°40'05" 69.58' C4 545.00' 06°29'48" S 61.80' C5 14.35' 55"57'58" zea 14.02' C6 80.00' 23°41'09" 3RD STREET ,. 33.07' RADIAL DATA: R1 S01°41'49"W R2 S15°25'08"E W R3 S07'06'05"W L6 N R4 S20°05'13"E F- O R5 S00'52'51"W W Q a 4TH STREET ABANDONED PER RESOLUTION N 69-27 BK. 8878, PG 863 O.R. & PER RESOLUTION NO. 80-161 _ BK. 13796, PG 1800 O.R. 98-221-23 R4 L8 7 RRC3 W W _ _L7_ . �1 L6 N C2 C1m� Iz F- O Ja1C�J� FJ�vu = W Q a N: 98-221-24 Z 2 1 wz S ' AAA IA. (jouj\J rY F - BLOM< zea Yrllii w 3RD STREET ,. Q. L 1 L13 L16 CS R5 114 L15 J, 30' 0' 50' 100' 200' 300' SCALE 1" = 100' DESCRIPTION: PERMANENT EASEMENT- APN 398-221-23 & 008-068-09 CITY OF SANTA ANA `VAN NESS STREET DETAIL 'A' (ABANDONED) L3. L5 i 4 4----DETAIL-'A' �1 SEE HEREON W / p(A 7[i2) F- Z N: 398-221-26 = W Z S wz zm F - zea 30' 0' 50' 100' 200' 300' SCALE 1" = 100' DESCRIPTION: PERMANENT EASEMENT- APN 398-221-23 & 008-068-09 CITY OF SANTA ANA `VAN NESS STREET DETAIL 'A' (ABANDONED) N.T.S. W 5TH STREET m / r I ro � ' I I = W L z F - w � I � I I 0 z tr� `l 9 JO W 4TH STREET J r1 P.O.B. imp rrRAC �r JI � N � O I jN I 98-227-19 I 125' 40' I 15' I W I I IM I ' o ' IZ I i - � P S OMAS 200 3 Nulla° Cabe W,S. 300 gonia 1-7373 lo.w 93)0) )ug5f-A)J LEGEND: ® - PERMANENT EASEMENT SHEET 1 O 1 SCALE DRAFTED FD/NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT010400 10400\9119VFTV FCAl S\TP55 3\Fxhlblt ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal Purchase and Sale Agreement information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. ATTACHMENTS TO PURCHASE AND SALE AGREEMENT APN (398-351-04,398-351-05,398-351-07, and 398-351-08) Document No. OCS-009-01 and OCS-009-02/ Platform and Traction Power Substation Easement (Exhibit "4") (SEE THE FOLLOWING PAGES) 20A-38 NO FEE DOCUMENT Exempt per Government Code 0103 & U7383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Above Space For Recorder's Use Onl Project Name: OC Streetcar Project Address: Santa Ana, California APN: 398-351-04, 398-351-05, 398-351-07 and 398-351-08 Project Parcel No.: OCS-009-01 and OCS-009-02 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. PLATFORM AND TRACTION POWER SUBSTATION EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), an exclusive perpetual platform and traction power substation easement which allows Grantee and its employees, agents, representatives, contractors, successors and assigns the right to use the described property for the construction, operations, maintenance, and all related purposes, of the OC Streetcar System, in, on, over, under and across that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights, Limitations of Use and Occupancy of Easements; and facilities to be constructed: • OCTA shall provide the City a minimum of thirty (30) -days written notice as to when construction will commence. • The OC Streetcar controlled work access zone is defined as the area extending four (4) feet beyond the farthest rail, any portion of a streetcar stop within ten (10) feet of a traction power substation unit and ten (10) feet from the overhead contact system (OCS). • No permanent improvements, including, but not limited to parking structures, walls, etc. shall be constructed by City on, over, below or above Parcel 1 Easement area, except for driveway purposes. • No permanent improvements, including, but not limited to parking structures, walls, etc. shall be constructed by City on, over, below or above Parcel l Easement area. • The facilities to be constructed on, over, below or above Parcel 1 Easement area are those elements included in the construction documents reviewed and approved by the City. • OCTA shall maintain all facilities within Parcel 1 Easement area with the exception o£ o Curb and gutter north of OCTA's traction power substation o Driveway pavement north end of TPSS area • The facilities to be constructed on, over below or above Parcel 2 Easement area are those elements included in the construction documents reviewed and approved by the City. 1201539.1 20A-39 • OCTA shall maintain all facilities within Parcel 2 Easement area with the exception of: o Driveway pavement south end of OC Streetcar Platform area o Sidewalk and curb and gutter at south end of OC Streetcar Platform area • Except as to those improvements identified below as being protected in place, improvements within the Easement areas will be removed as needed by OCTA to allow for construction activities. Pursuant to Amended and Restated Cooperative Agreement C-94- 859 and the Memorandum of Understanding C-5-3295 referenced above, no compensation will be paid by OCTA for this Easement or improvements. • The following improvements within the Easement area will be protected in place: o NONE OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein.• Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: 0 Sonia R. Carvalho City Attorney Approved as to Form: M Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-40 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) 1201539.1 20A-41 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-42 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PSOMAS EXHIBIT `A' LEGAL DESCRIPTION I PERMANENT EASEMENTS I Parcel l: In the City of Santa Ana, County of Orange, State of California, being those portions of Block 43 and Brown Street (abandoned) of the Town of Santa Ana- East, recorded in Book 10, Pages 43 and 44 of Miscellaneous Records of Los Angeles County, California, described as follows: Beginning at the centerline intersection of Santa Ana Boulevard with Santiago Street as shown on Record of Survey 84-1188 filed in Book 110, Page 21, of Records of Survey of said Orange County; thence along the centerline of said Santiago Street South 25'28'19" East (South 26°04'21" East per said Record of Survey 84-1188) 561.32 feet; thence North 64°31'41" East 40.00 feet to a point on the northeasterly line of said Santiago Street, and the True Point of Beginning; thence along said northeasterly line North 25'28'19" West 55.00 feet; thence North 64°31'41" East 70.50 feet to a line parallel with and 70.50 feet northeasterly of said northeasterly line; thence South 25028'19" East 55.00 feet along said parallel line; thence South 64°31'41" West 70.50 feet to the True Point of Beginning. Containing 3,878 sq. ft. Parcel 2: In the City of Santa Ana, County of Orange, State of California, being those portions of Lots 1 through 14, Block 51 of the Town of Santa Ana- East, recorded in Book 10, Pages 43 and 44 of Miscellaneous Records of Los Angeles County, California, described as follows: M:\2FNT010400\SURVEY\LEGALS\SARTC\Description\V-LG-PE-DESCSARTC_REV Ldocx 3/82018 20A-43 Page I of 3 PS OMAS 1 Beginning at the centerline intersection of Santa Ana Boulevard with Santiago Street as 2 shown on Record of Survey 84-1188 filed in Book 110, Page 21, of Records of Survey of 3 said Orange County; thence along the centerline of said Santiago Street 4 South 25'28'19" East (South 26°04'21" East per said Record of Survey 84-1188) 5 340.22 feet; thence North 64°31'41" East 40.00 feet to the southernmost comer of Lot 12 6 on the northeasterly line of said Santiago Street, and the True Point of Beginning; 7 thence North 25'28'19" West 281.24 feet along said northeasterly line to the curved 8 easterly line of the land described in the Easement Deed to the City of Santa Ana, 9 recorded in Book 9139, Page 1 of Official Records of said county, said curve being 10 concave southeasterly having a radius of 33.00 feet, a radial line to said curve bears 11 North 80023'42" West; thence northerly 10.53 feet along said curve through a central 12 angle of 18°16'51" to the southerly line of Fruit Street as described in Easement Deed to 13 the City of Santa Ana, recorded in Book 554, Page 376 of Deeds, records of said county; 14 thence South 89°23'36" East 1.82 feet along said southerly line to the southeasterly line is of said Santa Ana Boulevard having a southerly half width of 52.00 feet; thence 16 North 64053144" East 35.05 feet along said southeasterly line to a line parallel with and 17 44.00 feet northeasterly of the northeasterly line of said Santiago Street; thence 18 South 2502811911 East 320.93 feet along said parallel line; thence South 64°31'41" West 19 44.00 feet to said northeasterly line; thence North 25'28'19" West 33.20 feet along said 20 northeasterly line to the True Point of Beginning. 21 22 Containing 14,109 sq. ft. 23 24 Subject to any easements or rights per recorded or unrecorded documents. 25 26 All as shown on Exhibit `B" attached hereto and made a part thereof. 27 28 This legal description is not intended to be used in the conveyance of land in violation of 29 the Subdivision Map Act of the State of California. 30 31 M:12HNT0104001SURVEYU.EGALSISARTC1DescriptionlV-LG-PE-DESC-SARTC_REV l.docx Page 2 of 3/8/2018 20A-44 1 2 3 4 5 6 7 8 9 10 11 it:M 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PS OMAS The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. J Peter J. Fitzpatric c, PLS 6777 Hmr-cw 0 2pI,e Date M:12HNT0104001SURVEYILEGAISISARTC\Description%V-LG-PE-DESC-SARTC_REV Ldocx 3/82018 20A-45 PETER J. FITZPATRICK No, 6777 Page 3 of 3 1 97' a? io 1 87' EXHIBIT I M N of z 40' N64'31'41 40.00' 40' I 40' LEGEND: ® PERMANENT EASEMENTS 1 N64'31'41 "E 40.00' 80' B SANTA ANA BLVD / of N64'5305'44"Ey 35.' M 5 ----I--- RS 95-1035 1 L5 2 \RSB 151/ PG 47-50 I S'LY LINE OF / - - - - ------ \ FRUIT ST N � I �3 I m z rl I a Z< 5 ------------ 6 __________b APN 398-351-07 rn N o M 7 I LU �J U w 8 IL m 0 9 m I N_ _ _ _ _ _ _ _ _ _ TOWN OF SANTA !0 ANA -EAST --BK 10, PGS. 43-9 44' 1 1 M, R. L.A • COUNT _---------- 1301C 51 12 APN 398-351-05 1 ___________I / 13 ' L7 14 Ro 24-1 188 C2 r---------15 1 10/ PG ' 21 / �________________I /� --------1b------I / Z0, 17 I/ , 4pN 11g6, L2 357.0 / I. 9 / . 0. D n / m -,L& / TOWN OF SANTA OWN F� ANA- EAST IBK 10, PGS, 43-44; 1 M•R. L.A. DOUNTY 1 BLOCK 43 .. /.` DETAIL .'A" � EASEMENT TO CITY OF SANTA ANA 8K. 554, PG. 376. DEEDS GRANT DEED TO CITY OF SANTA ANA /Q1 INST. NO. 85-145812. O.R. REC. 4/24/1985 Y /0 Q ' A. FINAL ORDER OF CONDEMNATION CASE NO. 37-30-04 INST. N0. 84-2184-218845. O.R. REC. 5/24/1989 DESCRIPTION: PERMANENT EASEMENTS OVER SANTA ANA REGIONAL TRANSPORTATION CENTER LINE DATA: 0' 40' 80' 160' 240' SCALE 1" = 80' PSOMAS 3 Hutton CenVe D5 5uRe 200 S.M. Mo. CaDcrnc 92707 ,14/751-7373 SHEET 1 OF 1 SCALE 1" = 80' DRAFTED NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT010400 F I I F PATH i BEARING DISTANCE L1 N25°28'19"W 55.00' L2 N64°31'41"E 70.50' L3 S25"28'19"E 55.00' L4 S64"31'41"W 70.50' L5 S89°23'36"E 1.82' L6 N64°53'49"E 35.05' L7 S64°31'41"W 44.00' L8 N25'28'19"W 33.20' 0' 40' 80' 160' 240' SCALE 1" = 80' PSOMAS 3 Hutton CenVe D5 5uRe 200 S.M. Mo. CaDcrnc 92707 ,14/751-7373 SHEET 1 OF 1 SCALE 1" = 80' DRAFTED NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT010400 F I I F PATH i NO FEE DOCUMENT Exempt per Government Code 46103 &.&27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Above Space For Recorder's Use On] Project Name: OC Streetcar Project Address: Santa Ana, California APN:008-067-47 Project Parcel No.: OCS-004-02 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. TRACTION POWER SUBSTATION EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), an exclusive traction power substation easement (TPSSE) for the purpose of constructing, maintaining, repairing, and adjusting, as applicable, above ground and underground facilities, and their appurtenant fixtures and equipment, including but not limited to utility and communication facilities, as required, in, under and across that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights and Limitations of Use and Occupancy of TPSSE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this TPSSE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the TPSSE area. • The emergency driveway/gated area in the NE area will not be accessible during the Construction Period • Access to the TPSSE area shall be from public right of way. • Driveway access will be maintained at all times. • The following improvements within the TPSSE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed shall be included in the compensation paid by OCTA for this TPSSE. o Pavement within limits of TPSSE 0 6 parking stalls (permanently) • The following improvements within the TPSSE area will be protected in place: o Adjacent retaining wall o Adjacent fencing 1201539.1 EXHIBIT 3 20A-47 The following improvements within or adjacent to the TPSSE area will be constructed and/or replaced in kind by OCTA: 0 8 -foot tall fencing similar to adjacent fencing o Pavement around TPSS unit and electrical equipment o Raised parking lot island with concrete curb o Landscape and irrigation Drainage patterns and/or systems will be maintained during construction and restored to pre-existing conditions. Prior to the termination of the Construction Period, OCTA will remove from the TPSSE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. The area around the TPSSE and unit will be restored to a condition that is as functionally equivalent as is practicable to its condition prior to commencement of the construction activities, as indicated above, unless otherwise agreed to in writing between OCTA and owner. The TPSS unit and electrical equipment will be enclosed by a fence/gate and will be locked. There shall not be constructed any improvement in, on, over, under, across or within the TPSSE that would impede the rights as defined herein. Once the TPSS unit is in place, a portion of the surface of the TPSSE may be used for access including fire access. OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: Sonia R. Carvalho City Attorney Approved as to Form: 10 Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-48 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) 1201539.1 20A-49 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-50 PS OMAS 1 EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being those portions of 6 Lots 1 and 10, Block `D,' of the Ross Addition to Santa Ana, recorded in Book 3, Pages 7 534 and 535 of Miscellaneous Records of Los Angeles County, California, together with 8 those portions of Van Ness Street vacated per Resolution 69-27 of the City Council of the 9 City of Santa Ana adopted February 17, 1969, a certified copy of said resolution being 10 recorded in Book 8878, Page 863 of Official Records of said Orange County, described I I as follows: 12 13 Commencing at the intersection of the northwesterly line of Santa Ana Boulevard 14 (54 -foot northerly half -width) as described in the Easement Deed to the City of Santa 15 Ana, recorded in Book 8821, Page 290 of Official Records of said county, with the 16 westerly line of Lot 6 of Block `D' of said Ross Addition to Santa Ana, said 17 northwesterly line being a curve concave northwesterly having a radius of 746.00 feet, a 18 radial line to said curve bears South 09°25'05" East; thence northeasterly along said 19 curve and the northwesterly line of said Santa Ana Boulevard, 252.27 feet through a 20 central angle of 19°22'30" to the True Point of Beginning; thence 21 North 29026132" West 21.00 feet to the beginning of a non -tangent curve concave 22 northwesterly having a radius of 725.00 feet, a radial line to said curve bears 23 South 28046128" East; thence northeasterly 86.42 feet along said curve through a central 24 angle of 06°49'48"; thence South 89°24'45" East 1.34 feet to the westerly line of the land 25 described in the Grant Deed to the State of California recorded on September 26, 2007 as 26 Document Number 2007000582904 of Official Records of said county; thence along said 27 westerly line South 00°01'32" West 2.84 feet; thence South 51°55'16" West 0.83 feet; 28 thence South 00°17'58" East 21.73 feet to said northwesterly line and the beginning of a 29 non -tangent curve concave northwesterly having a radius of 746.00 feet, a radial line to 30 1 said curve bears South 34°31'58" East; thence southwesterly 74.73 feet along said curve M:\2HNT010400\SURVEY\LEGALS\TPSS_3\Descrlption\V-LG-PE-DESC-APN 008-067-47 -Above Grade_REV 2.docx Page 1 of 2 03/09/2018 20A-51 1 2 3 4 5 6 7 8 9 10 it 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 PSOMAS and said northwesterly line through a central angle of 05°44'23" feet to the True Point of Beginning. Containing 1,702 sq. ft. All as shown on Exhibit `B" attached hereto and made a part thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. Peter J. Fitzpatrick, PLS 6777 PETER J. FITZPATRICK No. 6777 * Date MA2HNT010400\SURVEY\LEGALS\TPSS_30eription\V-LG-PE-DESC-APN 008.067-47 -Above Grade—RFV 2.docz 03/09/2018 20A-52 Page 2 of 2 611611E (R) ♦�� .i�i�i�i�i�i� 4oi�i�i�i�i�i� ♦�� EXHIBIT "B" LAND CONVEYED TO THE STATE OF CALIFORNIA PER DOCUMENT NO. 2007000582904. O.R. - L ' RESOLUTION 69-27 ORDERING VACATION OF STREETS AND (-- RESERVING EASEMENTS FOR PUBLIC UTILITIES f/) BK 8878, PG 863. O.R. co o w — r--TI—I----T' Lu T-- —1 w ---I— IIAPN 008-067-47 I I W o z 0 SLiC r I o I i SLii D Z a I a I L�A I S"L10K 1, PAGr 'l7� Q ° -Zo RDSSIADD To SANTA ANA > a <w RDCDRD D �iC PGS 535 60' ww Ur Pill SC RRC6RDSy I A 00 NTY I �_ 60' I LOT 5 I LOT -1 1 1 I LOT 3 LDT 2 I LOT I i w GRANT OF EASEMENT FOR ELECTRICAL( AND COMMUNICATION SYSTEMS I I IG1 PER BK. 10338, PG. 703, O.R. II L5 REC. 9/22/1972 I 30 I 1 T--I---r-�--- w 1 LO7 6 I LOT 7i I LOT e S28i/ I �� G2 1n o P 1 / 10 ,w 1 I LOT 9 oaooln 1 i 1 ii I .25231 I A w aowo �q6• n j _w` j �" c�w ' '' V- wwaa� I 130 EASEMENT DEED FOR /STREET AND HIGHWAY PURPOSES / i P.O.0 �9°25'05"E (R) PER BK 8821, PG 290. O.R. v _ REC. 12/19/1968 m F -IN Z \\ a 130' Z 30' /-' EGEND: ® - PERMANENT EASEMENT / P.O.C.- POINT OF COMMENCEMENT T.P.O.B.- TRUE POINT OF BEGINNINC j' LINE DATA: CURVE DATA: RADIUS DELTA LENGTH C1 725.00 06049'48" 1 86.42' C2 1 746.00' 1 05°44123" 174.73' 0' 30' 60' 120' 180' SCALE 1" = 60' DESCRIPTION: PERMANENT EASEMENT FOR APN 008-067-47 CITY OF SANTA ANA P SOMA S 5 nt. M, Vf.,. 'S927070 7141751-7373 I SHEET 1 OF 1 1 SCALE 111=60' DRAFTED FD/NG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 BEARING DISTANCE L1 N29°26'32"W 21.00' L2 S89°24'45"E 1.34' L3 S00°01'32"W 2.84' L4 S51055'16"W 0.83' L5 S00°17'58"E 21.73' 0' 30' 60' 120' 180' SCALE 1" = 60' DESCRIPTION: PERMANENT EASEMENT FOR APN 008-067-47 CITY OF SANTA ANA P SOMA S 5 nt. M, Vf.,. 'S927070 7141751-7373 I SHEET 1 OF 1 1 SCALE 111=60' DRAFTED FD/NG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 NO FEE DOCUMENT Exempt Per Government Code &6103 & &27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 Address: Santa Ana, California APN:008-067-47 Project Parcel No.: OCS-004-01 Use THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. PUBLIC UTILITY EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), a non-exclusive public utility easement ("PUE") for the purpose of constructing, maintaining, repairing, relocating, and adjusting, as applicable, underground utility and communication facilities and their appurtenant fixtures and equipment, as required, in and under that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. During the Construction Period, OCTA's use and occupancy of the PUE will be exclusive, subject to the rights and limitations set forth below. OCTA's use and occupancy of the PUE prior to and after the Construction Period will be non-exclusive. Rights and Limitations of Use and Occupancy of PUE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this PUE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the PUE area. • Reasonable pedestrian access to the property shall be maintained at all times • Access to the PUE area shall be from public right of way. • Driveway access will be maintained at all times. • The following improvements within the PUE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed shall be included in the compensation paid by OCTA for this PUE. o Approximately 5,600 SF of pavement 0 33 parking stalls (temporarily) • The following improvements within the PUE area will be protected in place: o None 1201539.1 20A-54 • The following improvements within the PUE area will be constructed and/or replaced in kind by OCTA: o Pavement o Striping of affected parking stalls o Affected landscaping and irrigation Drainage patterns and/or systems will be maintained during construction and restored to pre-existing conditions. Prior to the termination of the Construction Period, OCTA will remove from the PUE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. The PUE area will be restored to a condition that is as functionally equivalent as is practicable to its condition prior to commencement of the construction activities, as indicated above, unless otherwise agreed to in writing between OCTA and owner. There shall not be constructed any improvement in, on, over, under, across or within the PUE that would impede the rights as defined herein. Once the utilities are in place, the surface of the PUE may be used for access or automobile parking purposes. OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California By Raul Godinez, II City Manager Approved as to Form: M Sonia R. Carvalho City Attorney Approved as to Form: am Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-55 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 1201539.1 Signature 20A-56 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: 1201539.1 a James G. Beil Executive Director, Capital Programs 20A-57 PS OMAS 1 EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being those portions of 6 Lots 1, 2 and 6 through 10, Block `D,' of the Ross Addition to Santa Ana, recorded in 7 Book 3, Pages 534 and 535 of Miscellaneous Records of Los Angeles County, California, 8 together with those portions of Van Ness Street and Parton Street vacated per Resolution 9 69-27 of the City Council of the City of Santa Ana adopted February 17, 1969, a certified to copy of said resolution being recorded in Book 8878, Page 863 of Official Records of 11 said Orange County, described as follows: 12 13 Beginning at the intersection of the northwesterly line of Santa Ana Boulevard (54 -foot 14 northerly half -width) as described in the Easement Deed to the City of Santa Ana, 15 recorded in Book 8821, Page 290 of Official Records of said county, with the westerly 16 line of said Lot 6, said northwesterly line being a curve concave northwesterly having a 17 radius of 746.00 feet, a radial line to said curve bears South 09°25'05" East; thence 18 southwesterly along said curve and said northwesterly line, 21.13 feet through a central 19 angle of 01°37'21'; thence North 12°15'18" West 22.08 feet; thence 20 North 67°48'31" East 286.30 feet; thence North 57°59'03" East 3.09 feet; thence 21 North 55034150" East 12.16 feet; thence North 55037'54" East 17.92 feet; thence 22 North 54050'37" East 2.80 feet; thence South 89°24'45" East 30.75 feet to the beginning 23 of a non -tangent curve concave northwesterly, having a radius of 725.00 feet, a radial line 24 to said beginning bears South 35'36'16" East; thence southwesterly along said curve 25 86.42 feet through a central angle of 06°49'48'; thence North 29026132" West 5.44 feet; 26 thence South 67°48'31" West 223.83 feet; thence South 12'29'18" East 17.33 feet to the 27 northwesterly line of said Santa Ana Boulevard, said point also being the beginning of a 28 non -tangent curve concave northwesterly having a radius of 746.00 feet, a radial line to 29 said beginning bears South 11'02'12" East; thence southwesterly along said curve and 30 11 M:\2HNT010400\SURVEY\LEGALS\TPSS_3\Description\V-LG-PE-DESC-APN 008-067-47_Below_REV 3.dom—' Page 1 of 2 3!9/2018 20A-58 I 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 PSOMAS said northwesterly line 21.07 feet through a central angle of 01'37'06" to the Point of Beginning. Containing 5,524 sq. ft. All as shown on Exhibit "B" attached hereto and made a part thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. o` PETER J. a FITZPATRICK ,yA /P✓ (� q 'P No. 6777 OF CAI-�F� Peter J. Fitzpatrick, PLS 6777 Date M:\2HNT010400�SURVEYII.EGAISITPSS}1Description\V-LG-PE-DESC-APN 008-067-47—Below—REV 3.doex 3/92018 20A-59 Page 2 of 2 EXHIBIT "B" LAND CONVEYED TO THE STATE OF CALIFORNIA PER DOCUMENT NO. 2007000582904, O.R. RESOLUTION 69-27 ORDERING VACATION OF STREETS AND P- RESERVING EASEMENTS FOR PUBLIC UTILITIES BK 8878. (n PG 863, O.R. U o �w I IIAPN 008-067-47 W o 3'LX I z I I SLKI I Z 0 I m I i A.;! 5'DOX 1, PAGE 'y7 I Z a a ROSSIADD To SANTA ANA I > REc,ORDDD i X 33 PGS � 53'F 4 535 60' Dr J141 SG i l Rr GORDS y A GO NTY I L5 I 60' LOT 5 LOT 4 I I LOT 3 I LDT 2 LOT 1 L6 GRANT OF EASEMENT FOR ELECTRICALI II I I L3 �.A AND COMMUNICATION SYSTEMS L2 PER BK. 10338, PG. 703, O.R. 1 I I I REC. 9/22/12/19797 2 I 30• 30• I II I I 830 y. O716 LOT 71 LOT a L7��35e3Ro x.538°46'28"E (R) LOT 9 r-Qoo\ / 8113, IIE Zi aowcow 1"` wwaa¢ I L8 -,�� Ln P` P C3 511°02'12"E (R) j v / S07'47'44"E(R) v N a N Z 0 F.. )30'Z CURVE DATA: 30' Cq —_EASEMENT DEED FOR STREET --\\ AND HIGHWAY PURPOSES B\ -509°25'05"E (R) PER BK 8821, PG 290, O.R. REC. 12/19/1968 / LEGEND: / ® - PERMANENT EASEMENT I/ LINE DATA: 01 30' 6 • :0 SCALE 1" = 60' PERMANENT EASEMENT APN 008-067-47 CITY OF SANTA ANA RADIUS ANGLE LENGTH Cl 746.00' 01A37'21" L2 21.13' C2 725.00' 06°49'48" N55°34'50"E 86.42' C3 746.00' 01°37'06" 21.07' C4 746.00' 03°14'27" 2.80' 42.20' 01 30' 6 • :0 SCALE 1" = 60' PERMANENT EASEMENT APN 008-067-47 CITY OF SANTA ANA P SOMA S a Hutton centre D,Swle 200 Am a. N. cnoroMo 92797 716/751-7373 SHEET 1 OF 1 SCALE 1"=60' DRAFTED KPV/NPG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 F I I F PATH BEARING DISTANCE L1 N12°15'18"W 22.08' L2 N57e59'03"E 3.09' L3 N55°34'50"E 12.16' 14 N55°37'54"E 17.92' 1-5 N54e50'37"E 2.80' L6 S89e24'45"E 30.75' L7 N29'26' 2"W5.44' LB S12e29'18"E 17.33' P SOMA S a Hutton centre D,Swle 200 Am a. N. cnoroMo 92797 716/751-7373 SHEET 1 OF 1 SCALE 1"=60' DRAFTED KPV/NPG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 F I I F PATH NO FEE DOCUMENT Exempt per Government Code 56103 & &27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 Recorder's Use Address: Santa Ana, California APN: 398-351-04, 398-351-05, 398-351-07 and 398-351-08 Project Parcel No.: OCS-009-01 and OCS-009-02 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. PLATFORM AND TRACTION POWER SUBSTATION EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), an exclusive perpetual platform and traction power substation easement which allows Grantee and its employees, agents, representatives, contractors, successors and assigns the right to use the described property for the construction, operations, maintenance, and all related purposes, of the OC Streetcar System, in, on, over, under and across that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights, Limitations of Use and Occupancy of Easements; and facilities to be constructed: • OCTA shall provide the City a minimum of thirty (30) -days written notice as to when construction will commence. • The OC Streetcar controlled work access zone is defined as the area extending four (4) feet beyond the farthest rail, any portion of a streetcar stop within ten (10) feet of a traction power substation unit and ten (10) feet from the overhead contact system (OCS). • No permanent improvements, including, but not limited to parking structures, walls, etc. shall be constructed by City on, over, below or above Parcel 1 Easement area, except for driveway purposes. • No permanent improvements, including, but not limited to parking structures, walls, etc. shall be constructed by City on, over, below or above Parcel l Easement area. • The facilities to be constructed on, over, below or above Parcel 1 Easement area are those elements included in the construction documents reviewed and approved by the City. • OCTA shall maintain all facilities within Parcel 1 Easement area with the exception of o Curb and gutter north of OCTA's traction power substation o Driveway pavement north end of TPSS area • The facilities to be constructed on, over below or above Parcel l Easement area are those elements included in the construction documents reviewed and approved by the City. 1201539.1 EXHIBIT 4 20A-61 OCTA shall maintain all facilities within Parcel 2 Easement area with the exception of: o Driveway pavement south end of OC Streetcar Platform area o Sidewalk and curb and gutter at south end of OC Streetcar Platform area Except as to those improvements identified below as being protected in place, improvements within the Easement areas will be removed as needed by OCTA to allow for construction activities. Pursuant to Amended and Restated Cooperative Agreement C-94- 859 and the Memorandum of Understanding C-5-3295 referenced above, no compensation will be paid by OCTA for this Easement or improvements. The following improvements within the Easement area will be protected in place: o NONE OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: LN Sonia R. Carvalho City Attorney ' Approved as to Form: UZ Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-62 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 1201539.1 Signature 20A-63 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-64 PS OMAS 1 EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENTS 5 Parcell: 6 In the City of Santa Ana, County of Orange, State of California, being those portions of 7 Block 43 and Brown Street (abandoned) of the Town of Santa Ana- East, recorded in 8 Book 10, Pages 43 and 44 of Miscellaneous Records of Las Angeles County, California, 9 described as follows: 10 1 I Beginning at the centerline intersection of Santa Ana Boulevard with Santiago Street as 12 shown on Record of Survey 84-1188 filed in Book 110, Page 21, of Records of Survey of 13 said Orange County; thence along the centerline of said Santiago Street 14 South 25028119" East (South 26°04'21" East per said Record of Survey 84-1188) 15 561.32 feet; thence North 64°31'41" East 40.00 feet to a point on the northeasterly line of 16 said Santiago Street, and the True Point of Beginning; thence along said northeasterly 17 line North 25'28'19" West 55.00 feet; thence North 64°31'41" East 70.50 feet to a line 18 parallel with and 70.50 feet northeasterly of said northeasterly line; thence South 19 25'28'19" East 55.00 feet along said parallel line; thence South 64°31'41" West 20 70.50 feet to the True Point of Beginning. 21 22 Containing 3,878 sq. ft. 23 24 Parcel 2: 25 In the City of Santa Ana, County of Orange, State of California, being those portions of 26 Lots 1 through 14, Block 51 of the Town of Santa Ana- East, recorded in Book 10, Pages 27 43 and 44 of Miscellaneous Records of Los Angeles County, California, described as 28 follows: 29 30 31 M:\2FNT010400\SURVEYILEGALS\SARTC\Descrip[ion\V-LG-PE-DESC-SARTC_REV I.docx 3/8/2018 20A-65 Page I of ;,,,t. PS OMAS 1 Beginning at the centerline intersection of Santa Ana Boulevard with Santiago Street as 2 shown on Record of Survey 84-1188 filed in Book 110, Page 21, of Records of Survey of 3 said Orange County; thence along the centerline of said Santiago Street 4 South 25'28'19" East (South 26°04'21" East per said Record of Survey 84-1188) 5 340.22 feet; thence North 64°31'41" East 40.00 feet to the southernmost corner of Lot 12 6 on the northeasterly line of said Santiago Street, and the True Point of Beginning; 7 thence North 25'28'19" West 281.24 feet along said northeasterly line to the curved 8 easterly line of the land described in the Easement Deed to the City of Santa Ana, 9 recorded in Book 9139, Page 1 of Official Records of said county, said curve being to concave southeasterly having a radius of 33.00 feet, a radial line to said curve bears 11 North 80023'42" West; thence northerly 10.53 feet along said curve through a central 12 angle of 18°16'51" to the southerly line of Fruit Street as described in Easement Deed to 13 the City of Santa Ana, recorded in Book 554, Page 376 of Deeds, records of said county; 14 thence South 89°23'36" East 1.82 feet along said southerly line to the southeasterly line 15 of said Santa Ana Boulevard having a southerly half width of 52.00 feet; thence 16 North 6453'44" East 35.05 feet along said southeasterly line to a line parallel with and 17 44.00 feet northeasterly of the northeasterly line of said Santiago Street; thence 18 South 25028'19" East 320.93 feet along said parallel line; thence South 64°31'41" West 19 44.00 feet to said northeasterly line; thence North 25028'19" West 33.20 feet along said 20 northeasterly line to the True Point of Beginning. 21 22 Containing 14,109 sq. ft. 23 24 Subject to any easements or rights per recorded or unrecorded documents. 25 26 All as shown on Exhibit `B" attached hereto and made a part thereof. 27 28 This legal description is not intended to be used in the conveyance of land in violation of 29 the Subdivision Map Act of the State of California. 30 31 MA2HNT0I 0400\SURVEY\LEGAIS\SARTC\DccripGon\V-LG-PE-DESC-SARTC_REV l.docx Page 2of3 3!8/2018 r O N .., 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PSOMAS The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. Peter J. Fitzpatric c, PLS 6777 /k/mew 0 2�;"-dg Date M:\2HNT010400\SURVEY\LEGALS\SARTC\Description\V-LG-PE-DESC-SAATC_REV Ldocx 3/82018 20A-67 PETER J. FITZPATRICK No. 6777 Page 3 of 3 EXHIBIT "B" I � , m C M N al z 40' N64°31'41"E�T.P.O.B� 40.00' I PCL 2 1 40' 40' i LEGEND: ® PERMANENT EASEMENTS I _ ao.0080' N64'31'41 "E 'T.P.O.B. IP CL 11 SANTA ANA BLVD N64353'4"E 5.054 \ i 1 1 Q,,,010 1� RS 95-1035 m BEARING DISTANCE L1 N25°28'19"W _ RSB 151/ PG 4 0 N64"31'41"E 70.50' L3 2 55.00' M S64°31'41"W 70.50' L5 S89°23'36"E 1.62' m N64°53'44"E 35.05' L7 3 44.00' M N25.2B'19"W 33.20' I M� z a 4 5 I b APN 398-351-07 CV m__ n 7 ____! W U a w \ a 9 TOWN OF SANTA N 10 ANA -EAST --B1< 107 PGS. 43-9 44' II M.R. L.A. COUNT ----------B170C1t 51 12 APN 39I8-351-05 ___________I 13 / RS 34-1 las ; y _-L7 ------14 1 10/ PG 15 21 i �Q=/ 1/ --------16- /Z ?D- 17 ?D. 04, 4 IB 12 / / 1 L4 ITOWN A 5 EAS f A `O SK 107 PGS. 43-447 M.R. LA. COUNTY BLOCK 43 \/ JL5 S'LYLINE OF FRUIT / \ FRUIT ST / /C TA "A" EASEMENT TO CITY OF SANTA ANA BK. 554. PG. 376. DEEDS GRANT DEED TO CITY OF SANTA ANA /Q1 INST. NO. 85-145812. O.R. REC. 4/24/1985 Y' / O i 1P FINAL ORDER OF CONDEMNATION [V CASE NO. 37-30-04 INST. NO. 84-218845. O.R. REC. 5/24/1984 DESCRIPTION: PERMANENT EASEMENTS OVER SANTA ANA REGIONAL TRANSPORTATION CENTER LINE DATA: 0' 40' 80' 160' 240' SCALE 1" = 80' P SOMA S 3 Mt.c C.,, 01. sate 340 SZ. M, Cdi(e.de 92,. 71./751-0373 SHEET 1 OF 1 SCALE 1" = 80` DRAFTED NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT01040C I BEARING DISTANCE L1 N25°28'19"W 55.00' L2 N64"31'41"E 70.50' L3 S25'28'19"E 55.00' 1-4 S64°31'41"W 70.50' L5 S89°23'36"E 1.62' L6 N64°53'44"E 35.05' L7 S64°31'41"W 44.00' LB N25.2B'19"W 33.20' 0' 40' 80' 160' 240' SCALE 1" = 80' P SOMA S 3 Mt.c C.,, 01. sate 340 SZ. M, Cdi(e.de 92,. 71./751-0373 SHEET 1 OF 1 SCALE 1" = 80` DRAFTED NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT01040C I NO FEE DOCUMENT Exemnt per Govemment Code 0103 & &27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Above Space For Recorder's Use On] Project Name: OC Streetcar Pr( Address: Santa Ana, California APN: 398-221-23, 008-068-09 Project Parcel No.: OCS-008 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), a non-exclusive permanent easement (PE) for the purpose of constructing, maintaining, repairing, and adjusting, as applicable, track, track slab; platforms, including, but not limited to subsurface foundations and footings; ticket vending machines; utilities; overhead catenary systems; and communication systems, along with their appurtenant fixtures and equipment, as required, in, over, under, across and within that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights and Limitations of Use and Occupancy of PE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this PE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the PE area. • Reasonable pedestrian access to adjacent properties shall be maintained at all times • Access to the PE area shall be from public right of way. • The following improvements within the PE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed as identified on the project plans shall be included in the compensation paid by OCTA for this PE, including but not limited to: o Brick/concrete pavers o Concrete sidewalk/banding, as required o Trees, as required o Landscaping and raised concrete planter boxes as required o Fire Hydrant o Water Main o Site Drainage System 1201539.1 EXHIBIT 5 20A-69 • The following improvements within the PE area will be protected in place: o None • The following improvements within the PE area will be constructed and/or replaced by OCTA: o Linear concrete pavers o Decorative concrete banding o Landscaping and trees o Fire Hydrant o Water Main o Site Drainage System • Surface drainage patterns will be maintained during construction and restored to pre- existing conditions. • Prior to the termination of the Construction Period, OCTA will remove from the PE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. • There shall not be constructed any improvement in, on, over, under, across or within the PE that would impede the rights as defined herein. OCTA expressly reserves the right to convey, transfer, or assign the PE subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: 0 Sonia R. Carvalho City Attorney Approved as to Form: LM Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-70 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 1201539.1 Signature 20A-71 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-72 -72 PSOMAS 1 EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being that portion of 6 4`h Street abandoned per Resolution No, 69-27, recorded on February 19, 1969 in Book 7 8878, Page 863 of Official Records of said County, together with that portion of the 4`h 8 Street abandoned per Resolution No. 80-160, recorded on October 20, 1983 in Book 9 13796, Page 1800 of Official Records of said County, described as follows: 10 11 Beginning at the northeasterly corner of Lot 1, Block `1', of the Jacob Ross Addition to 12 Santa Ana, recorded in Book 5, Page 582 of Miscellaneous Records of Los Angeles 13 County, California; thence along the northerly line of said Lot 1 North 82°45122" West 14 15.00 feet to the westerly line of North Ross Street, (80 feet wide) as shown on said 15 Jacob Ross Addition to Santa Ana and the True Point of Beginning; thence 16 North 89023'44" West 82.53 feet; thence North 00°36'16" East 13.44 feet; thence 17 North 89023'44" West 192.87 feet; thence South 01'07'03" West 12.34 feet to the 18 southerly line of said 4h Street; thence along said southerly line North 89°23'44" West 19 10.03 feet to the beginning of a non -tangent curve concave northerly having a radius of 20 569.44 feet, a radial line to said curve bears South 01'41'49" West; thence westerly 21 55.13 feet along said curve through a central angle of 05°32'49'; thence 22 North 82045'22" West 19.28 feet to a curve concave northerly having a radius of 23 569.44 feet; thence westerly 23.04 feet along said curve through a central angle of 24 02°19'07'; thence North 80°26'15" West 57.94 feet to the curved southeasterly line of 25 Santa Ana Boulevard, (108 feet wide) per Resolution No. 68-186 recorded in Book 8819, 26 Page 934 of Official Records of said County, said curved southeasterly line being 27 concave northwesterly having a radius of 854.00 feet, a radial line to said curve bears 28 South 15025'08" East; thence northeasterly 69.58 feet along said curve through a central 29 angle of 04°40'05"; thence South 89°23'44" East 38.78 feet; thence 30 South 07°14'38" West 12.24 feet to the beginning of a non -tangent curve concave 31 northerly having a radius of 545.00 feet, a radial line to said curve bears MA2HNT0 10400\SURVEY\LEGALS\TPSS_3\Description\V-LG-PE-DESC-APN 398-221-23 and 008.068-09_REV I.docx Page 1 of 2 3/9/1018 20A-73 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PSOMAS South 07°06'05" West; thence easterly 61.80 feet along said curve through a central angle of 06°29'48'; thence South 89°23'44" East 53.68 feet; thence North 00°36'16" East 14.77 feet; thence North 65°52'29" East 6.45 feet; thence South 33°09'11" East 4.57 feet to a curve concave northeasterly having a radius of 14.35 feet; thence southeasterly 14.02 feet along said curve through a central angle of 55°57'58'; thence South 89°23'44" East 118.22 feet; thence South 00°36'16" West 7.30 feet; thence South 89°23'44" East 14.75 feet to a curve concave northerly having a radius of 80.00 feet; thence easterly 33.07 feet along said curve through a central angle of 23°41'09"; thence North 66°55'08" East 38.42 feet to the westerly line of said Ross Street; thence along said westerly line South 00003'18" West 47.61 feet to the True Point of Beginning. Containing 9,924 sq. ft. All as shown on Exhibit `B" attached hereto and made a part thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. J Peter J. Fitzpatrick, LS 6777 PETER J. FITZPATRICK No. 6777 .* , Date i t/ M:X2HNT0104001SURVEYILEGALS\TPSS_31Description\V-LG-PE-DESC-APN 398-221-23 and 008.068-09_REV Ldoex 3/9/2018 20A-74 Page 2 of 2 LINE DATA: RGAPTHn L1 EXHIBIT DISTANCE 82.53 L2 N00°3616"E CIIRVE DATA: L1 N89°23'44"W DELTA 82.53 L2 N00°3616"E 05°32'49" 13.44' L3N89°23'44"W C2 569.44' 192.87' L4 501°07'03"W C3 12.34' L5 N89"23'44"W 69.58' 10.03' L6 NB2°45'22"W 19.28' L7N80°26'15"W 14.35' 55°57'58" 57.94' L8 589'23'44"E 80.00' 38.78' L9 S07°14'38"W 12.24' L101 S89°23'44"E 53.68' L11 N00°36'16"E 14.77' L12 N65°52'29"E 6.45' L13 S33°09'11"E 4.57' L14 S89°23'44"E 118.22' L15 S00°36'16"W 7.30' L16 S89°23'44"E 14.75' L17 N66°55'08"E 38.42' L18 S00°03'18"W 47.61' L1911 N82°45'22"W 15.00' .,B" RADIAL DATA: C4 v I 1 J / R1 L5 r \ VAN NESS STREET \ DETAIL'A' (ABANDONED) N.T.S. 0' 50' 100' 200' 300' SCALE 1" = 100' DESCRIPTION: PERMANENT EASEMENT APN 398-221-23 & 008-068-09 CITY OF SANTA ANA LEGEND: ® - PERMANENT EASEMENT ■ IT F- a v ril #k %7 5 n''Mn Colo 593)01° )H/731-]3)] SHEET 1 OF 1 SCALE 1"=100' DRAFTED FD/NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT010400 MI°40T41RWY\I FCAI S\TPSS 3\Fxbl°I1 RADIUS DELTA LENGTH Cl 569.44' 05°32'49" 55.13' C2 569.44' 02°19'07" 23.04' C3 854.00' 04°40'05" 69.58' C4 545.00' 06°29'48" 61.80' C5 14.35' 55°57'58" 14.02' C6 80.00' 23°41'09" 33.07' RADIAL DATA: C4 v I 1 J / R1 L5 r \ VAN NESS STREET \ DETAIL'A' (ABANDONED) N.T.S. 0' 50' 100' 200' 300' SCALE 1" = 100' DESCRIPTION: PERMANENT EASEMENT APN 398-221-23 & 008-068-09 CITY OF SANTA ANA LEGEND: ® - PERMANENT EASEMENT ■ IT F- a v ril #k %7 5 n''Mn Colo 593)01° )H/731-]3)] SHEET 1 OF 1 SCALE 1"=100' DRAFTED FD/NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT010400 MI°40T41RWY\I FCAI S\TPSS 3\Fxbl°I1 20A-76 NO FEE DOCUMENT Exempt per Government Code 0103 & V7383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 Address: Santa Ana, California APN:008-067-47 Project Parcel No.: OCS-004-02 Use TIES TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. TRACTION POWER SUBSTATION EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), an exclusive traction power substation easement (TPSSE) for the purpose of constructing, maintaining, repairing, and adjusting, as applicable, above ground and underground facilities, and their appurtenant fixtures and equipment, including but not limited to utility and communication facilities, as required, in, under and across that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights and Limitations of Use and Occupancy of TPSSE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this TPSSE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the TPSSE area. • The emergency driveway/gated area in the NE area will not be accessible during the Construction Period • Access to the TPSSE area shall be from public right of way. • Driveway access will be maintained at all times. • The following improvements within the TPSSE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed shall be included in the compensation paid by OCTA for this TPSSE. o Pavement within limits of TPSSE 0 6 parking stalls (permanently) • The following improvements within the TPSSE area will be protected in place: o Adjacent retaining wall o Adjacent fencing EXHIBIT 3 1201539.1 20A-77 • The following improvements within or adjacent to the TPSSE area will be constructed and/or replaced in kind by OCTA: 0 8 -foot tall fencing similar to adjacent fencing o Pavement around TPSS unit and electrical equipment o Raised parking lot island with concrete curb o Landscape and irrigation • Drainage patterns and/or systems will be maintained during construction and restored to pre-existing conditions. • Prior to the termination of the Construction Period, OCTA will remove from the TPSSE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. The area around the TPSSE and unit will be restored to a condition that is as functionally equivalent as is practicable to its condition prior to commencement of the construction activities, as indicated above, unless otherwise agreed to in writing between OCTA and owner. • The TPSS unit and electrical equipment will be enclosed by a fence/gate and will be locked. • There shall not be constructed any improvement in, on, over, under, across or within the TPSSE that would impede the rights as defined herein. Once the TPSS unit is in place, a portion of the surface of the TPSSE may be used for access including fire access. OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California EPA Raul Godinez, II City Manager Approved as to Form: BY W, %/. Sqya R. Carvalho City Attorney Approved as to Form: Lo Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-78 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identityof the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal (seal) 1201539.1 Signature 20A-79 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-80 PS OMAS 1 EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being those portions of 6 Lots 1 and 10, Block `D,' of the Ross Addition to Santa Ana, recorded in Book 3, Pages 7 534 and 535 of Miscellaneous Records of Los Angeles County, California, together with 8 those portions of Van Ness Street vacated per Resolution 69-27 of the City Council of the 9 City of Santa Ana adopted February 17, 1969, a certified copy of said resolution being to recorded in Book 8878, Page 863 of Official Records of said Orange County, described 11 as follows: 12 13 Commencing at the intersection of the northwesterly line of Santa Ana Boulevard 14 (54 -foot northerly half -width) as described in the Easement Deed to the City of Santa 15 Ana, recorded in Book 8821, Page 290 of Official Records of said county, with the 16 westerly line of Lot 6 of Block `D' of said Ross Addition to Santa Ana, said 17 northwesterly line being a curve concave northwesterly having a radius of 746.00 feet, a 18 radial line to said curve bears South 09°25'05" East; thence northeasterly along said 19 curve and the northwesterly line of said Santa Ana Boulevard, 252.27 feet through a 20 central angle of 19°22'30" to the True Point of Beginning; thence 21 North 29026132" West 21.00 feet to the beginning of a non -tangent curve concave 22 northwesterly having a radius of 725.00 feet, a radial line to said curve bears 23 South 28046128" East; thence northeasterly 86.42 feet along said curve through a central 24 angle of 06°49'48'; thence South 89°24'45" East 1.34 feet to the westerly line of the land 25 described in the Grant Deed to the State of California recorded on September 26, 2007 as 26 Document Number 2007000582904 of Official Records of said county; thence along said 27 westerly line South 00°01'32" West 2.84 feet; thence South 51°55'16" West 0.83 feet; 28 thence South 0001758" East 21.73 feet to said northwesterly line and the beginning of a 29 non -tangent curve concave northwesterly having a radius of 746.00 feet, a radial line to 30 said curve bears South 34°31'58" East; thence southwesterly 74.73 feet along said curve M:\2tNT010400\SURVEY\LEGALS\TPSS_3\Description\V-LG-PE-DESC-APN 008-067-47 -Above Grada REV 2.do" 03/09/2018 20A-81 Page 1 of 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 PS OMAS and said northwesterly line through a central angle of 05°44'23" feet to the True Point of Beginning. Containing 1,702 sq. ft. All as shown on Exhibit `B" attached hereto and made apart thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my. direction. a,/V% Peter I Fitzpatrick, PLS 6777 Date 0)97 `. J. FiUPV*R Ntl, VV M:\2HNr0104001SURVEY\LEGALS\7PSS_3\1)mcdpdon\V-LG-PE-DESC-APN 008-067-47 -Above Grade REV 2.dom 03/09/2018 20A-82 Page 2 of S35'36'16"E (R) ' L2 ` G1 DETAIL "A" N.T.S. 30' N I W N V 1 od m 1 w¢r- w�in¢� oaoo� 1 � za IfWOYQ M. Oct= w�mm U <owC W 1 wwaa� i P1J P L1 z N 21.00' O S89°24'45"E 1.34' L3 SOO'01'32"W 2.84' L4 a 30'z L5 EXHIBIT "B" LAND CONVEYED TO THE STATE OF CALIFORNIA PER DOCUMENT NO. 2007000582904. O.R. - RESOLUTION 69-27 ORDERING VACATION OF STREETS AND RESERVING EASEMENTS FOR PUBLIC UTILITIES BK 8878, PG 863. O.R. r I——f1-1----- I I IIAPN 008-067-47-47 T I 1 I I 1: SLK, D 1 1 1 1 L .;Q:8 -o DJC J; PADrL -1-71 1 ROSSIADD TO SANTA ANA 1 REGORD�rDIDK 3• PBS 534 4 535 OF' JYl J SD � l Rgobr'2DS • I_A 00 NTY 3 I LOT 5 1 LOT 4 1 I LOT 3 LOT 2 LOT 1 i FOR V SYSTEMSCTRICALI i1 I I 3. 703. O.R. 30' I I l I I I k (: LOT' 6 1 LOT 7i I LOT 8 I H N� w W o Z 0 Z zm a< 60' a =o uj¢ o= `W A T.P.O.B. LOT 9 00 n�i.% R%1g6 n _ -Z , 30 EASEMENT DEED FOR STREET AND HIGHWAY PURPOSES P SSQ9°25'OS"E (R) PER BK 8821. PG 290. O.R. REC. 12/19/1968 -' LEGEND: ® - PERMANENT EASEMENT - / - P.O.C.- POINT OF COMMENCEMENT -�- T.P.O.B.- TRUE POINT OF BEGINNING j LINE DATA: 30' CURVE DATA: RADIUS DELTA LENGTH Cl 725.00' 06°49'48" 86.42' C2 746.00' 05°44'23" 74.73' i BEARING DISTANCE L1 N29°26'32"W 21.00' L2 S89°24'45"E 1.34' L3 SOO'01'32"W 2.84' L4 S51055'16"W 0.83' L5 500°17'58"E 21.73' 0' 30' 60' 120' 180' SCALE 1" = 60' DESCRIPTION: PERMANENT EASEMENT FOR APN 008-067-47 CITY OF SANTA ANA r�� P SOMA S so�'ia''sNo tam�707 SHEET 1 OF 1 SCALE 1"=60' DRAFTED FD/NG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 NO FEE DOCUMENT Exempt Per Government Code &6103 & &27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Above Project Name: OC Streetcar Pro Address: Santa Ana, California APN: 008-06747 Project Parcel No.: OCS-004-01 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. PUBLIC UTILITY EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), a non-exclusive public utility easement ("PUE") for the purpose of constructing, maintaining, repairing, relocating, and adjusting, as applicable, underground utility and communication facilities and their appurtenant fixtures and equipment, as required, in and under that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. During the Construction Period, OCTA's use and occupancy of the PUE will be exclusive, subject to the rights and limitations set forth below. OCTA's use and occupancy of the PUE prior to and after the Construction Period will be non-exclusive. Rights and Limitations of Use and Occupancy of PUE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this PUE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the PUE area. • Reasonable pedestrian access to the property shall be maintained at all times • Access to the PUE area shall be from public right of way. • Driveway access will be maintained at all times. • The following improvements within the PUE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed shall be included in the compensation paid by OCTA for this PUE. o Approximately 5,600 SF of pavement 0 33 parking stalls (temporarily) • The following improvements within the PUE area will be protected in place: o None 1201539.1 20A-84 • The following improvements within the PUE area will be constructed and/or replaced in kind by OCTA: o Pavement o Striping of affected parking stalls o Affected landscaping and irrigation • Drainage patterns and/or systems will be maintained during construction and restored to pre-existing conditions. • Prior to the termination of the Construction Period, OCTA will remove from the PUE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. The PUE area will be restored to a condition that is as functionally equivalent as is practicable to its condition prior to commencement of the construction activities, as indicated above, unless otherwise agreed to in writing between OCTA and owner. • There shall not be constructed any improvement in, on, over, under, across or within the PUE that would lmpeae the rights as detnled herein. Once the utilities are in place, the surface of the PUE may be used for access or automobile parking purposes. OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this qday of 2018. 1201539.1 City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, H City Manager Approved as to Form: Ey. is R. Carvalho City Attorney Approved as to Form: M r10• Fuad S. Sweiss Executive Director, Public Works Agency ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 1201539.1 41 Signature CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1701539.1 20A-87 PSOMAS I EXHIBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being those portions of 6 Lots 1, 2 and 6 through 10, Block `D,' of the Ross Addition to Santa Ana, recorded in 7 Book 3, Pages 534 and 535 of Miscellaneous Records of Los Angeles County, California, 8 together with those portions of Van Ness Street and Parton Street vacated per Resolution 9 69-27 of the City Council of the City of Santa Ana adopted February 17, 1969, a certified 10 copy of said resolution being recorded in Book 8878, Page 863 of Official Records of 11 said Orange County, described as follows: 12 13 Beginning at the intersection of the northwesterly line of Santa Ana Boulevard (54 -foot 14 northerly half -width) as described in the Easement Deed to the City of Santa Ana, 15 recorded in Book 8821, Page 290 of Official Records of said county, with the westerly 16 line of said Lot 6, said northwesterly line being a curve concave northwesterly having a 17 radius of 746.00 feet, a radial line to said curve bears South 09°25'05" East; thence 18 southwesterly along said curve and said northwesterly line, 21.13 feet through a central 19 angle of 01037121'; thence North 12'15'18" West 22.08 feet; thence 20 North 67°48'31" East 286.30 feet; thence North 57059103" East 3.09 feet; thence 21 North 55034150" East 12.16 feet; thence North 55°37'54" East 17.92 feet; thence 22 North 54050137" East 2.80 feet; thence South 89°24'45" East 30.75 feet to the beginning 23 of a non -tangent curve concave northwesterly, having a radius of 725.00 feet, a radial line 24 to said beginning bears South 35°36'16" East; thence southwesterly along said curve 25 86.42 feet through a central angle of 06°49'48'; thence North 29°26'32" West 5.44 feet; 26 thence South 67°48'31" West 223.83 feet; thence South 12'29'18" East 17.33 feet to the 27 northwesterly line of said Santa Ana Boulevard, said point also being the beginning of a 28 non -tangent curve concave northwesterly having a radius of 746.00 feet, a radial line to 29 said beginning bears South 11'02'12" East; thence southwesterly along said curve and 30 M.,VHNT010400\SURVEY\LEGALSITPSS_3\Dmcripdon\V-LG-PE-DESC-APN 008-067-47_Below_REV 3.docx Page I oft 3/M018 PKI 46 46 PSOMAS 1 11 said northwesterly line 21.07 feet through a central angle of 01037'06" to the Point of 2 Beginning. 3 4 Containing 5,524 sq. ft. 5 6 All as shown on Exhibit `B" attached hereto and made a part thereof. 7 8 This legal description is not intended to be used in the conveyance of land in violation of 9 the Subdivision Map Act of the State of California. 10 11 The Basis of Bearings for this legal description is based on the California State Plane 12 Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 13 1983 (NAD83); 2011.00 Epoch. 14 15 16 This legal description was prepared by me or under my direction. 17 18 a F!??pAiRfCic 19 Nd &777 _ 20 21 Peter J. Fitzpatrick, PLS 6777 Date 22 23 24 25 26 27 28 29 30 M:WINf010400\SURVEY\LEGALS\1PSS_3\De aiption\V-LG-PE-DESC-APN 008-067-47—Below—REV 3.d= 3/9/2018 r1 M •• Page 2 of 2 EXHIBIT 111311 LAND CONVEYED TO THE STATE OF CALIFORNIA PER DOCUMENT NO. 2007000582904, O.R. RESOLUTION 69-27 ORDERING VACATION OF STREETS AND F - RESERVING EASEMENTS FOR PUBLIC UTILITIES BK 8878. (n PG 3V! O.R.cn o — --- I— w l F I �i PA N 008-067 47 I W a �LJ< E I o I ;; DL�< D I I Z Z I a I I L ,A.Iib'DDJ{ J; PAGE Z< a I ROSSIADD TO SANTA AMA I RECDRDEDIEX 3; PGS, 5,34 ?• 60' OF NJJSO I RECORDS, LA 00 NTY I 6110 LOT 5 I LOT 411 I LOT 3 I LOT 2 LOT I �p L5 LE GRANT OF EASEMENT FOR ELECTRICALI II I I I L3 �. AND COMMUNICATION SYSTEMS II L2 PER BK. 10338, PG. 703. O.R. TII I I REC. 9/22/1972 1 N w N v O !- oa - m w¢ti w�N inm oa0 - -0- Z< - WOYmO 2mmm w m Ind= U <0w �w wwaaM 50"47' 44 "E Bl/ F- P Z 0 a )30'Z CURVE DATA: 30' LBI�-'ul n C3 511L02L1-LE ((R) C��4. ANDEASEHIGHWAYEPURPOSED FOR SREET .B SO9'25'05"E CR) PER BK 8821: PC 290. D.R. ' REC. 12/19/1968 LEGEND: PERMANENT EASEMENT ---- --- -- -- LINE DATA: 0' 30' 60' 120' 180' SCALE 1" = 60' DESCRIPTION. PERMANENT EASEMENT APN 008-067-47 CITY OF SANTA ANA RADIUS ANGLE LENGTH C1 746.00' 1 01037'21" L2 21.13' C2 725.00' 06°49'48" N55°34'50"E 86.42' C3 746.00' 01°37'06" 21.07' C4 746.00' 03°14'27" 2.80' 42.20' 0' 30' 60' 120' 180' SCALE 1" = 60' DESCRIPTION. PERMANENT EASEMENT APN 008-067-47 CITY OF SANTA ANA 20A-90 P SOMA S Wt- C..V° O, 9N1. 200 9. w M°...Z 9170 T /78..iD] I SHEET 1 OF 1 1 DRAFTED KPV/NPG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 BEARING DISTANCE Li N12015'18"W 22.08' L2 N57°59'03"E 3.09' L3 N55°34'50"E 12.16' L4 N55°37'54"E 17.92' L5 N54°50'37"E 2.80' L6 S89°24'45"E 30.75' L7 N29°26'321W 5.44' LS S12'29' 18"E 1 17.33' 20A-90 P SOMA S Wt- C..V° O, 9N1. 200 9. w M°...Z 9170 T /78..iD] I SHEET 1 OF 1 1 DRAFTED KPV/NPG CHECKED JLE DATE 03/09/2018 JOB NUMBER 2HNT010400 NO FEE DOCUMENT Exempt per Government Code &6103 & 627383 RECORDING REQUESTED BY AND WBENN RECORDED MAB, TO: Capital Programs ORANGE COUNTY AUTHORITY 550 South Main Street P.O. Box 14184 Address: Santa Ana, California APN: 398-351-04, 398-351-05, 398-351-07 and 398-351-08 Project Parcel No.: OCS-009-01 and OCS-009-02 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. PLATFORM AND TRACTION POWER SUBSTATION EASEMENT FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), an exclusive perpetual platform and traction power substation easement which allows Grantee and its employees, agents, representatives, contractors, successors and assigns the right to use the described property for the construction, operations, maintenance, and all related purposes, of the OC Streetcar System, in, on, over, under and across that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights, Limitations of Use and Occupancy of Easements; and facilities to be constructed: • OCTA shall provide the City a minimum of thirty (30) -days written notice as to when construction will commence. • The OC Streetcar controlled work access zone is defined as the area extending four (4) feet beyond the farthest rail, any portion of a streetcar stop within ten (10) feet of a traction power substation unit and ten (10) feet from the overhead contact system (OCS). • No permanent improvements, including, but not limited to parking structures, walls, etc. shall be constructed by City on, over, below or above Parcel 1 Easement area, except for driveway purposes. • No permanent improvements, including, but not limited to parking structures, walls, etc. shall be constructed by City on, over, below or above Parcel 2 Easement area. • The facilities to be constructed on, over, below or above Parcel 1 Easement area are those elements included in the construction documents reviewed and approved by the City. • OCTA shall maintain all facilities within Parcel 1 Easement area with the exception of: o Curb and gutter north of OCTA's traction power substation o Driveway pavement north end of TPSS area • The facilities to be constructed on, over below or above Parcel l Easement area are those elements included in the construction documents reviewed and approved by the City. EXHIBIT 4 1201539.1 20A-91 • OCTA shall maintain all facilities within Parcel 2 Easement area with the exception of o Driveway pavement south end of OC Streetcar Platform area o Sidewalk and curb and gutter at south end of OC Streetcar Platform area • Except as to those improvements identified below as being protected in place, improvements within the Easement areas will be removed as needed by OCTA to allow for construction activities. Pursuant to Amended and Restated Cooperative Agreement C-94- 859 and the Memorandum of Understanding C-5-3295 referenced above, no compensation will be paid by OCTA for this Easement or improvements. • The following improvements within the Easement area will be protected in place: o NONE OCTA expressly reserves the right to convey, transfer, or assign the Easement subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California Raul Godinez, II City Manager Approved as to Form: By V14 IKI, S is R. Carvalho 11�— City Attorney Approved as to Form: Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-92 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 1201539.1 Signature 20A-93 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 1201539.1 20A-94 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PS OMAS LEGAL DESCRIPTION I PERMANENT EASEMENTS I Parcell: In the City of Santa Ana, County of Orange, State of California, being those portions of Block 43 and Brown Street (abandoned) of the Town of Santa Ana- East, recorded in Book 10, Pages 43 and 44 of Miscellaneous Records of Los Angeles County, California, described as follows: Beginning at the centerline intersection of Santa Ana Boulevard with Santiago Street as shown on Record of Survey 84-1188 filed in Book 110, Page 21, of Records of Survey of said Orange County; thence along the centerline of said Santiago Street South 25028'19" East (South 26°04'21" East per said Record of Survey 84-1188) 561.32 feet; thence North 64031141" East 40.00 feet to a point on the northeasterly line of said Santiago Street, and the True Point of Beginning; thence along said northeasterly line North 25028119" West 55.00 feet; thence North 64°31'41" East 70.50 feet to a line parallel with and 70.50 feet northeasterly of said northeasterly line; thence South 25'28'19" East 55.00 feet along said parallel line; thence South 64°31'41" West 70.50 feet to the True Point of Beginning. Containing 3,878 sq. ft. Parcel 2: In the City of Santa Ana, County of Orange, State of California, being those portions of Lots 1 through 14, Block 51 of the Town of Santa Ana- East, recorded in Book 10, Pages 43 and 44 of Miscellaneous Records of Los Angeles County, California, described as follows: M:\2HNr0104001SURVEYN.EGALS\SARTMI crip5on\V-LG-PE-nESC-SARTC_REV l.docx 3/8/2018 20A-95 Page 1 of 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PSOMAS Beginning at the centerline intersection of Santa Ana Boulevard with Santiago Street as shown on Record of Survey 84-1188 filed in Book 110, Page 21, of Records of Survey of said Orange County; thence along the centerline of said Santiago Street South 25'28'19" East (South 26°04'21" East per said Record of Survey 84-1188) 340.22 feet; thence North 64031141" East 40.00 feet to the southernmost corner of Lot 12 on the northeasterly line of said Santiago Street, and the True Point of Beginning; thence North 25'28'19" West 281.24 feet along said northeasterly line to the curved easterly line of the land described in the Easement Deed to the City of Santa Ana, recorded in Book 9139, Page 1 of Official Records of said county, said curve being concave southeasterly having a radius of 33.00 feet, a radial line to said curve bears North 80°23'42" West; thence northerly 10.53 feet along said curve through a central angle of 18°16'51" to the southerly line of Fruit Street as described in Easement Deed to the City of Santa Ana, recorded in Book 554, Page 376 of Deeds, records of said county; thence South 89023136" East 1.82 feet along said southerly line to the southeasterly line of said Santa Ana Boulevard having a southerly half width of 52.00 feet; thence North 64°53'44" East 35.05 feet along said southeasterly line to a line parallel with and 44.00 feet northeasterly of the northeasterly line of said Santiago Street; thence South 2528'19" East 320.93 feet along said parallel line; thence South 64031141" West 44.00 feet to said northeasterly line; thence North 25'28'19" West 33.20 feet along said northeasterly line to the True Point of Beginning. Containing 14,109 sq. ft. Subject to any easements or rights per recorded or unrecorded documents. All as shown on Exhibit `B" attached hereto and made a part thereof. This legal description is not intended to be used in the conveyance of land in violation of the Subdivision Map Act of the State of California. M:VEt4T010400VSURVEY\LEGALSVSARTC1DescriptionlV-LG-PE-DESCSARTC_REV l.docx Paget of 3/8/2018 KO • 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PSOMAS The Basis of Bearings for this legal description is based on the California State Plane Coordinate System of 1983 (CCS83), Zone VI, relative to the North American Datum of 1983 (NAD83); 2011.00 Epoch. This legal description was prepared by me or under my direction. Peter J. Fitzpatric C PLS 6777 Date M:\2M.TrOI0400\SURVEY�LEGALSVSARTC1Dmaipdon\V-LG-PE-DESC-SARTC REV Ldoax 3/82018 20A-97 F, It FJT$PATR)CK Pago 3 of 3 EXHIBIT = 33.00' 18=16'51" 10.53' 40 N64°31'41"E T.P.O.8 40,00' PCL 2 1 1 40' 40' LEGEND: ® PERMANENT EASEMENTS I 1 N64.310'41 "E 40.0 , SANTA ANA BLVD 6 R-- ------ �� N6354"E 05SF 15 RS 95-1035 Y2- S'LLINE OF / I FRUIT ST 3I 1 FR �\ T 4 "A" I MD -1 -----------i �e9y0 ----- - - - - - j O f 6 APN 398-351-07 F� M I N 7 I M 1 W Ld w B Q I a m 9------------ 1 TOWNy OF SANTA ti 10 ANA -EAST ----- -BK JO, PGS. 43-44, 44' 11 M.R. L.A. COUNTY /4 _Bl�OCX 51 12 APN 398 -351 -OS _ _ _ _ _ _ 1 - L7 - - RS 94- 1 I BB ; h 15 1 10% PD 21 i0 �________________1 /v0 16 17 i//zp; z°. 4"V 1 L2 / / J / •' Q L4 `I @q D�STR ITOWN NA F EAST A O F� BK10, POS. 43-44p \ M.R. L.A. COUNTY BLOCK 43 DESCRIPTION: PERMANENT EASEMENTS OVER SANTA ANA REGIONAL TRANSPORTATION CENTER TTO SANTA ANA . PG. 376, DEEDS GRANT DEED TO CITY OF SANTA ANA INST. NO. 85-145812, O.R. REC. 4/24/1985 FINAL ORDER OF CONDEMNATION CASE NO. 37-30-04 INST. NO. 84-218845. O.R. REC. 5/24/1984 LINE DATA: 87' DISTANCE L1 N25.28'19'W 55.00' L2 N64.31'41"E 70.50' L3 S25°28'19"E 55.00' = 33.00' 18=16'51" 10.53' 40 N64°31'41"E T.P.O.8 40,00' PCL 2 1 1 40' 40' LEGEND: ® PERMANENT EASEMENTS I 1 N64.310'41 "E 40.0 , SANTA ANA BLVD 6 R-- ------ �� N6354"E 05SF 15 RS 95-1035 Y2- S'LLINE OF / I FRUIT ST 3I 1 FR �\ T 4 "A" I MD -1 -----------i �e9y0 ----- - - - - - j O f 6 APN 398-351-07 F� M I N 7 I M 1 W Ld w B Q I a m 9------------ 1 TOWNy OF SANTA ti 10 ANA -EAST ----- -BK JO, PGS. 43-44, 44' 11 M.R. L.A. COUNTY /4 _Bl�OCX 51 12 APN 398 -351 -OS _ _ _ _ _ _ 1 - L7 - - RS 94- 1 I BB ; h 15 1 10% PD 21 i0 �________________1 /v0 16 17 i//zp; z°. 4"V 1 L2 / / J / •' Q L4 `I @q D�STR ITOWN NA F EAST A O F� BK10, POS. 43-44p \ M.R. L.A. COUNTY BLOCK 43 DESCRIPTION: PERMANENT EASEMENTS OVER SANTA ANA REGIONAL TRANSPORTATION CENTER TTO SANTA ANA . PG. 376, DEEDS GRANT DEED TO CITY OF SANTA ANA INST. NO. 85-145812, O.R. REC. 4/24/1985 FINAL ORDER OF CONDEMNATION CASE NO. 37-30-04 INST. NO. 84-218845. O.R. REC. 5/24/1984 LINE DATA: 0' 40' 80' 160' 240' SCALE 1" = 80' P SOMA S 3 xmto. C.n . D,, sw. mo san 0 Nq, CWf. 22107 )unslJ3u SHEET BEARING DISTANCE L1 N25.28'19'W 55.00' L2 N64.31'41"E 70.50' L3 S25°28'19"E 55.00' L4 S64°31'41"W 70.50' L5 S89°23'36'E 1.62' L6 N64"53'44'E 35.05' L7 S64°31'41"N 44.DO' LB N25°28'19'W 33.20' 0' 40' 80' 160' 240' SCALE 1" = 80' P SOMA S 3 xmto. C.n . D,, sw. mo san 0 Nq, CWf. 22107 )unslJ3u SHEET 1 OF 1 SCALE 1" = BO' DRAFTED NPG CHECKED JLE DATE 03/08/2018 JOB NUMBER 2HNT010400 FIIF PATH 20A-98 NO FEE DOCUMENT Exempt per Government Code 46103 & U7383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 The Address: Santa Ana, California APN: 398-221-23, 008-068-09 Project Parcel No.: OCS-008 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt and sufficiency of which is hereby acknowledged, the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, ("Grantor") hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, A Public Entity ("Grantee"), a non-exclusive permanent easement (PE) for the purpose of constructing, maintaining, repairing, and adjusting, as applicable, track, track slab; platforms, including, but not limited to subsurface foundations and footings; ticket vending machines; utilities; overhead catenary systems; and communication systems, along with their appurtenant fixtures and equipment, as required, in, over, under, across and within that certain real property situated in the City of Santa Ana, County of Orange, State of California, which is described in Exhibit "A" and depicted on Exhibit `B", both of which are attached hereto and made a part hereof. Rights and Limitations of Use and Occupancy of PE: • OCTA shall provide the owner(s) and occupant(s) of the property subject to this PE a minimum of thirty (30) -days written notice as to when the Construction Period will commence. • During the Construction Period, OCTA may place a temporary fence around the PE area. • Reasonable pedestrian access to adjacent properties shall be maintained at all times • Access to the PE area shall be from public right of way. • The following improvements within the PE area will be removed as needed by OCTA to allow for construction activities. All improvements so removed as identified on the project plans shall be included in the compensation paid by OCTA for this PE, including but not limited to: o Brick/concrete pavers o Concrete sidewalk/banding, as required o Trees, as required o Landscaping and raised concrete planter boxes as required o Fire Hydrant o Water Main o Site Drainage System EXHIBIT 5 1201539.1 20A-99 The following improvements within the PE area will be protected in place: o None The following improvements within the PE area will be constructed and/or replaced by OCTA: o Linear concrete pavers o Decorative concrete banding o Landscaping and trees o Fire Hydrant o Water Main o Site Drainage System Surface drainage patterns will be maintained during construction and restored to pre- existing conditions. Prior to the termination of the Construction Period, OCTA will remove from the PE area all construction equipment and materials including, without limitation, any temporary fence, any temporary improvements, and all construction -related debris. There shall not be constructed any improvement in, on, over, under, across or within the PE that would impede the rights as defined herein. OCTA expressly reserves the right to convey, transfer, or assign the PE subject to the same rights and limitations described herein. Dated this day of 2018. City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California a Raul Godinez, II City Manager Approved as to Form: Soya R. Carvalho Q City Attorney 7'* Approved as to Form: Ey Fuad S. Sweiss Executive Director, Public Works Agency 1201539.1 20A-100 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE On , 2018, before me, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature onthe instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 1201539.1 Signature 20A-101 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated from the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. to the Orange County Transportation Authority (OCTA), a Public Entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2010-010 adopted on March 8, 2010, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Bell Executive Director, Capital Programs 1201539.1 20A-102 PSOMAS 1 EXIE[IBIT `A' 2 LEGAL DESCRIPTION 3 4 PERMANENT EASEMENT 5 In the City of Santa Ana, County of Orange, State of California, being that portion of 6 41 Street abandoned per Resolution No, 69-27, recorded on February 19, 1969 in Book 7 8878, Page 863 of Official Records of said County, together with that portion of the 4' 8 Street abandoned per Resolution No. 80-160, recorded on October 20, 1983 in Book 9 13796, Page 1800 of Official Records of said County, described as follows: 10 11 Beginning at the northeasterly comer of Lot 1, Block `1', of the Jacob Ross Addition to 12 Santa Ana, recorded in Book 5, Page 582 of Miscellaneous Records of Los Angeles 13 County, California; thence along the northerly line of said Lot 1 North 82°45'22" West 14 15.00 feet to the westerly line of North Ross Street, (80 feet wide) as shown on said 15 Jacob Ross Addition to Santa Ana and the True Point of Beginning; thence 16 North 89023'44" West 82.53 feet; thence North 00°36'16" East 13.44 feet; thence 17 North 89023'44" West 192.87 feet; thence South 01'07'03" West 12.34 feet to the 18 southerly line of said 4' Street; thence along said southerly line North 89°23'44" West 19 10.03 feet to the beginning of a non -tangent curve concave northerly having a radius of 20 569.44 feet, a radial line to said curve bears South 01 °41'49" West; thence westerly 21 55.13 feet along said curve through a central angle of 05°32'49'; thence 22 North 82045'22" West 19.28 feet to a curve concave northerly having a radius of 23 569.44 feet; thence westerly 23.04 feet along said curve through a central angle of 24 02019'07'; thence North 80°26'15" West 57.94 feet to the curved southeasterly line of 25 Santa Ana Boulevard, (108 feet wide) per Resolution No. 68-186 recorded in Book 8819, 26 Page 934 of Official Records of said County, said curved southeasterly line being 27 concave northwesterly having a radius of 854.00 feet, a radial line to said curve bears 28 South 15025'08" East; thence northeasterly 69.58 feet along said curve through a central 29 angle of 04040'05"; thence South 89°23'44" East 38.78 feet; thence 30 South 07014'38" West 12.24 feet to the beginning of a non -tangent curve concave 31 northerly having a radius of 545.00 feet, a radial line to said curve bears M:\2HNT0104001SURVEY\LEGALS\TPSS_3\De cription\V-LG-PE-DESC-APN 398-221-23 and 008-068-09_REV Ldom Page 1 of 3/9!2018 20A-103 PSOMAS 1 I South 0700605" West; thence easterly 61.80 feet along said curve through a central angle 2 of 06°29'48'; thence South 89°23'44" East 53.68 feet; thence North 0003616" East 3 14.77 feet; thence North 65°52'29" East 6.45 feet; thence South 33°09'11" East 4.57 feet 4 to a curve concave northeasterly having a radius of 14.35 feet; thence southeasterly 5 14.02 feet along said curve through a central angle of 55'57'58"; thence 6 South 89°23'44" East 118.22 feet; thence South 00'36'l6" West 7.30 feet; thence 7 South 89°23'44" East 14.75 feet to a curve concave northerly having a radius of 8 80.00 feet; thence easterly 33.07 feet along said curve through a central angle of 9 23°41'09'; thence North 66°55'08" East 38.42 feet to the westerly line of said Ross 10 Street; thence along said westerly line South 00°03'18" West 47.61 feet to the True Point 11 of Beginning. 12 13 Containing 9,924 sq. ft. 14 15 All as shown on Exhibit `B" attached hereto and made apart thereof. 16 17 This legal description is not intended to be used in the conveyance of land in violation of 18 the Subdivision Map Act of the State of California. 19 20 The Basis of Bearings for this legal description is based on the California State Plane 21 Coordinate System of 1983 (CCS 83), Zone VI, relative to the North American Datum of 22 • 1983 (NAD83); 2011.00 Epoch. 23 24 This legal description was prepared by me or under my direction. 25 26 iti F�RPATF{IL`K 27 'sem No; 677 28 29 // �'• �"Lr� 3o Peter J. Fitzpatrick, LS 6777 Date 31 M,VJW010400\SURVEYILEGALs\TPSS_3\DmcripGon%V-LG-PE-DESC-APN 398-221-23 and 008-068-09_REV Ldoez 3/9/2018 20A-104 Page 2 of 2 LINE DATA: EXHIBIT "B" BEARING DISTANCE rnnvC nATA- L1 N89°23'44"W DELTA 82.53' L2 N00°36'16"E 05°32'49" 13.44' L3 N89°23'44"W 02°19'07" 192.87' L4 S01°07'03"W W40105" 12.34' L5 N89°23'44"W 06°29'48" 10.03' L6 N82°45'22"W 55°57'58" 19.28' L7 N80°26'15"W 23°41'09" 57.94' L8 S89°23'44"E 38.78' L9 S07°14'38"W 12.24' L10 S89°23'44"E 53.68' L11 NOO°36'16"E 14.77' L12 N65°52'29"E 6.45' L13 533°09'11'E 4,57' L14 S89°23'44"E 118.22' L15 S00°36'16"W 7.30' L16 S89°23 '44'E 14.75' L17 N66°55'08"E 38.42' L18 S00°03'18'W 47.61' L19 N82°45'22"W 15.00' RAOIAI_ DATA: C4 PZVANII L5 R=9TNEET DETAIL'A' (ABANDONED) N.T.S. F - w w H rn z O F- (L 0' 50' 100' 200' 300' SCALE 1" = 100' DESCRIPTION-' PERMANENT EASEMENT APN 398-M-23 & 008-068-09 CRY OF SANTA ANA i I I J Hullw Centre p,SWle ]OG Soma lln. C°G(wI o2m7 ]H/)SI-]A)J LEGEND: SHEET 1 OF 1 ' ®-PERMANENT EASEMENT SCALE 1"=100' DRAFTED FD/NPG CHECKED JLE tDATE 03/08/2018 NUMBER 2HNT010400 Y,.HNT0104M1\GIRVFY\IFf,Al5\TPSS ]\FVM1I �If 20A-105 RADIUS DELTA LENGTH C1 569.44' 05°32'49" 55.13' C2 569.44' 02°19'07" 23.04' C3 854.00' W40105" 69.58' C4 545.00' 06°29'48" 61.80' C5 14.35' 55°57'58" 14.02' C6 80,00' 23°41'09" 1 33.07' RAOIAI_ DATA: C4 PZVANII L5 R=9TNEET DETAIL'A' (ABANDONED) N.T.S. F - w w H rn z O F- (L 0' 50' 100' 200' 300' SCALE 1" = 100' DESCRIPTION-' PERMANENT EASEMENT APN 398-M-23 & 008-068-09 CRY OF SANTA ANA i I I J Hullw Centre p,SWle ]OG Soma lln. C°G(wI o2m7 ]H/)SI-]A)J LEGEND: SHEET 1 OF 1 ' ®-PERMANENT EASEMENT SCALE 1"=100' DRAFTED FD/NPG CHECKED JLE tDATE 03/08/2018 NUMBER 2HNT010400 Y,.HNT0104M1\GIRVFY\IFf,Al5\TPSS ]\FVM1I �If 20A-105 20A-106 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: AWARD CONTRACTS TO SAFETY NETWORK TRAFFIC SIGNS, INC., AND SAFEWAY SIGN COMPANY FOR SIGNS, HARDWARE, AND ACCESSORIES (SPEC. NO. 18-035) {STRATEGIC PLAN NO. 6, 1} CITY NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: •c• _P_ ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award contracts to Safety Network Traffic Signs, Inc., and Safeway Sign Company for traffic signs, hardware, and accessories for a one-year period from July 1, 2018 through June 30, 2019, with provisions for two one-year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $30,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency maintains a wide array of traffic and street name signs for use by the Public Works Agency (PWA), the Parks, Recreation, and Community Services Agency (PRCSA), and other City operations. During the last fiscal period, approximately 1,500 signs were replaced by PWA utilizing this contract service. The U.S. Department of Transportation established new regulations to improve safety on the highways and streets by replacing Iesslreflective signs with signage that has higher retro -reflectivity. For PWA to be in conformance with the sign regulation, an increased schedule of sign replacement was implemented. The signs, sign posts, and mounting hardware necessary for ongoing sign maintenance operations are purchased through the City's Central Stores warehouse for distribution to the Public Works Agency Maintenance Services Division. The notice inviting bids was advertised In April 16, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 40 Vendors notified 1 Santa Ana vendor notified 16 Vendors downloaded the bid packet 6 Bids received 0 Bids received from Santa Ana Vendors 22A-1 Contracts Award for Signs, Hardware and Accessories July 17, 2018 Page 2 Bids were received, opened on May 16, 2018 and evaluated (Exhibit 1). The bids received from Safety Network Traffic Signs, Inc., and Safeway Sign Company are responsive to the specifications and meet the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategy Plan Goal #6 — Community Facilities & Infrastructure, Objective #1, (establish and maintain a Community Investment Plan for all City assets). FISCAL IMPACT Funds have been budgeted in the amounts of $20,000 in the Public Works Roadway Marking/Signs account (No. 01117625-63001) and $10,000 in the Parks, Recreation, and Community Services Park Maintenance account (No. 01113250-63200), and are available for expenditure in FY 2018-19. veiss, PE, PLS Director Public Works Agency DS/sp Exhibit: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNTS tt�rdAr� �� Francisco Gutierrez Executive Director Finance & Management Services Agency Services Agency 22A-2 4 ABSTRACT OF BIDS TRAFFIC SIGNS, HARDWARE 8r ACCESSORIES (18-035) Full Traffic Maned Safeway Safety Statewide BC Traffic Maint. Sign Sign Network Traffic Specialists Traffic Signs Safety STK NO. DESCRIPTION UOM PRICE PRICE PRICE PRICE PRICE PRICE 83-2220 SIGN- NO STOPPING ANYTIME EA $ 16.75 $ 10.35 $ 9.68 $ 8.84 $ 14.23 $ 17.36 12"x18" Red on White - HIP SIGN - NO PARKING THIS BLOCK 83-5123 8 AM - 12 NOON TUESDAY EA $ 31.50 $ 20.70 $ 19.35 $ 16.79 $ 28.47 $ 33.21 18"x24" Red on White HIP 83-1600 SIGN - STOP - 30" OCTAGON EA $ 78.15 $ 54.38 $ 52.50 $ 40.31 $ 71.38 $ 87.04 White on Red w/DG-3 Sheeting SIGN - NO STOPPING ANYTIME 83-2219 EXCEPT WITH VALID PERMIT EA $ 16.75 $ 10.35 $ 9.68 $ 8.84 $ 14.24 $ 17.36 12"x18" Red on White HIP 83-2040 SIGN - DEAD END - 24"x24" EA $ 50.00 $ 34.80 $ 33.60 $ 26.83 $ 45.70 $ 64.86 Black on Yellow DG -3 83-3947 SIGN -DIP -30"x30" EA $ 65.65 $ 43.13 $ 40.31 $ 32.79 $ 59.32 $ 69.19 Black on Yellow HIP 83-2154 SIGN - RIGHT LANE MUST TURN EA $ 94.50 $ 62.10 $ 58.05 $ 45.10 $ 85.42 $ 99.64 36"x36" Black on White HIP 83-1891 SIGN - KEEP RIGHT WRT ARROW EA $ 62.50 $ 43.50 $ 42.00 $ 33.12 $ 60.50 $ 81.07 24x30" Black on White DG -3 SIGN - NO STOPPING 12AM to 6AM 83-2222 EXCEPT WITH VALID PERMIT EA $ 16.75 $ 10.35 $ 9.68 $ 8.84 $ 14.24 $ 17.36 12"x18" Red on White HIP 83-1021 SIGN PLATE - BEGIN EA $ 12.50 $ 6.90 $ 3.73 $ 7.97 $ 4.75 $ 9.79 6"x12" White on Red HIP 83-1022 SIGN PLATE - BEGIN EA $ 12.50 $ 6.90 $ 3.73 $ 7.97 $ 4.75 $ 9.79 6"x12" White on Red HIP SIGN - NO PEDESTRIAN 834667 CROSSING SYMBOL EA $ 28.15 $ 19.58 $ 18.90 $ 14.91 $ 31.21 $ 24.91 18"x18" Black on White DG -3 83-1594 SIGN, STOP, 24" OCTAGON EA $ 50.00 $ 34.80 $ 33.60 $ 21.99 $ 45.67 $ 64.86 White on Red, DG3#R1 83-1684 SIGN "SPEED LIMIT 30", 36"x45" EA $ 140.65 $ 97.88 $ 94.50 $ 79.49 $ 128.50 $ 182.40 BLACK ON WHITE, DG3#R2R(30) 834507 SIGN "SCHOOL SYMBOL", 36", EA $ 112.50 $ 78.30 $ 76.95 $ 56.49 $ 85.43 $ 136.54 PENTAGONAL, FLOURESCENT GREEN 83-3749 SIGN AMBER REFLECTOR DOTS EA $ 28.15 $ 24.50 $ 15.20 $ 14.91 $ 21.35 $ 36.49 TYPE N SPECIAL, 9 HI-REFL DOTS 83-3730 SIGN NINE 3" RED REFLECTIVE EA $ 28.15 $ 21.65 $ 15.20 $ 14.91 $ 21.35 $ 36.49 DECALS, ON RED BACKGROUND 83-4333 SIGN "DOUBLE ENDED ARROW, L & R. EA $ 56.25 $ 31.05 $ 29.03 $ 24.39 $ 42.72 $ 38.79 36"x 18", R2 -D23 83-9600 SIGN USE CROSSWALK W/RIGHT ARROW, EA $ 16.75 $ 10.35 $ 9.68 $ 8.84 $ 14.23 $ 17.36 18"x 12", HIP, 1160 OVERLAY 83-1925 SIGN SPEED HUMP AHEAD, EA $ 78.15 $ 54.38 $ 52.50 $ 40.70 $ 71.38 $ 87.04 BLACK ON YELLOW, DG3, OWN, 30" x 30" Exhibit 1 22A-3 22A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: ACCEPT CONSTRUCTION COMPLETION FOR THE SAFE ROUTES TO SCHOOL ENHANCEMENTS AT HENINGER ELEMENTARY PROJECT (PROJECT NO. 16-6870) (STRATEGIC PLAN NO. 6, 1B & 1G) CITY RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Accept the work as completed for the construction of the grant -funded Safe Routes to School Enhancements at Heninger Elementary project. DISCUSSION On December 6, 2017, the City Council awarded a construction contract to California Professional Engineering, Inc., in the amount of $471,341 and also authorized a construction contingency of $41,735. The project consists of installing traffic safety enhancements on city streets adjacent to Heninger Elementary School (Exhibit 1). The traffic safety improvements include a new traffic signal at the intersection of Flower Street and Walnut Street and bulb -outs at the intersection of Walnut Street and Birch Street. The table below is a summary of the authorized project funds and the final expenditures, including any additional work. There were no cost extras on this project. The final accounting shows that total construction expenditures remained within the approved City Council authorized limits. AUTHORIZED FUNDS Construction Contract Award _ $417,341 Contingency $ 41,735 TOTAL AUTHORIZED $459,076 CONSTRUCTION EXPENDITURES Construction Contract $398,9.6.5_ FINAL CONSTRUCTION COST $398,965 23A-1 Construction Completion of SR2S Enhancements - Heninger Elementary July 17, 2018 Page 2 Upon project closeout, unexpended funds automatically return to the unallocated fund balance. Since this project was funded by Measure M2, the unspent funds are available for the future Measure M2 eligible projects. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users); and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan [e.g., neighborhood streets, traffic improvements, etc.]). ENVIRONMENTAL IMPACT There are no environmental impacts associated with the recommended action. FISCAL IMPACT Fuad S. S Executive Public We no fiscal impacts related with the acceptance of the improvements. HE, NLS Agency FSS/EWG/AC/TC/MO Exhibit: 1. Location Map 23A-2 SANTA ANA Project No. 16-6870: PWA Exhibit 1 Safe Routes to School Enhancement for pGBIIL WOSNSAGENCY Heninger Elementary 23A-3 23A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: APPROVE AGREEMENT WITH THE CITY OF IRVINE FOR THE SANTA ANA POLICE DEPARTMENT TO PROVIDE JAIL BOOKING SERVICES FOR CITABLE OFFENDERS {STRATEGIC PLAN NO. 1, 4} tA"T'A - . RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a three-year agreement with the City of Irvine to receive jail booking services from the Santa Ana Police Department for the period of August 1, 2018 through July 31, 2021 in the amount of $146 per prisoner day, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Irvine is requesting the Santa Ana Police Department provide jail services to process, cite and release arrestees charged with being intoxicated or under the influence of drugs who were not accepted bookings by the County jail. The Jail will be providing jail services to book arrestees charged with California Penal Code 647(f) under the influence of alcohol, drugs or other controlled substance for a booking fee of $146 per arrestee. As part of the booking process, Jail staff will fingerprint, photograph, and have the arrestee sign their citation. These arrestees are typically released within 6-8 hours or the next day when they are no longer intoxicated and are able to care for themselves. The City has a similar agreement with the City of Fountain Valley, and formerly had an agreement with City of Irvine, which produced approximately $5,000 in annual revenue. This agreement is projected to generate approximately $5,000 per year for the City, which will help recover Jail operational costs. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 - Community Safety, Objective #4 - Modify the Santa Ana jail business model and identify short- and long-term goals to effectively meet the needs of the community through contract negotiations with outside agencies, evaluation of staffing needs and increasing operational efficiency. 25A-1 Agreements for Jail Services July 17, 2018 Page 2 FISCAL IMPACT Funds for this agreement will be deposited in the Police Department Jail Facility Rental revenue account (no. 01114002 57460) for the following fiscal years: FY 2018-19 $ 4,500 FY 2019-20 $ 5,000 FY 2020-21 $ 5,000 FY 2021-22 $ 500 Total $ 15,000 alentin Chief of Police Santa Ana Police Department Exhibit: 1. Agreement with the City if Irvine APPROVED AS TO FUNDS AND ACCOUNTS: \UnM Ate\ t, J \W , Francisco Gutierrez a%% -)t9 Executive Director Finance & Management Services Agency 25A-2 AGREEMENT FOR THE DETENTION IN THE SANTA ANA CITY JAIL OF PERSONS TAKEN INTO CUSTODY BY THE IRVINE POLICE DEPARTMENT THIS AGREEMENT made and entered into August l,'2018 by and between the City of Irvine, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (hereinafter "Agency"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. Agency desires to use the facilities and personnel of the Santa Ana City Jail (hereinafter collectively "Detention Facility") to house detainees held in custody by the Irvine Police Department for violation of California Penal Code §647(f), being under the influence of alcohol, drugs or other controlled substance (hereinafter "§647(i) detainees"). B. City has availability in its Detention Facility to house detainees of Agency. C. The parties agree to utilize the Detention Facility under the terms and conditions set forth herein. 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: L TERM a. The term of this Agreement commences upon execution of this Agreement and continues for (3) years until July 31,, 202L This agreement may be terminated by either party upon thirty (30) days written notice without cause. b. Either party may terminate this Agreement by giving the other party a thirty (30) days written notice without cause. 2. SCOPE OF SERVICES City agrees to provide the housekeeping, safekeeping and subsistence of female §647(f) detainees of Agency in accordance with this Agreement. COMPENSATION a. Agency agrees to pay, and the City agrees to accept as total payment for housing Agency detainees, the Daily Jail Rate of One Hundred Forty -Six Dollars ($146.00) per prisoner day. Agency agrees to reimburse the City, separate from the Daily 25A-3 Jail Rate, for emergency medical costs, routine and non -routine, as set forth in Section 4, below. b. Payment by Agency shall be made within thirty (30) days following receipt of proper invoice from City. 4. SUPPORT AND MEDICAL SERVICES a. City agrees to accept and provide for the secure custody, care and safekeeping of Agency's detainees in accordance with state and local laws, standards, policies, procedures and court orders applicable to the operation of City's facilities. City agrees to provide Agency's detainees with the same level of on-site medical care and services provided to City's prisoners. Agency shall reimburse City for expenses incurred by City in providing transportation and security for detainees requiring removal from the Detention Facility for emergency medical or mental health services. b. Original invoices for all costs associated with hospital or health care services provided to Agency's detainees outside City's Detention Facility shall be submitted to Agency for direct payment by Agency to the service provider. City shall notify Agency as soon as possible of all emergency medical or mental health cases requiring removal of detainee from City's Detention Facility and to obtain prior authorization for removal for all other medical or mental health services required. c. City shall provide routine over-the-counter pharmaceutical and routine prescription care for Agency detainees. Long-term medication for chronic care, including HIV and psychotropic medications shall be the responsibility of the Agency. d. Persons injured or ill prior to arrival at the City's Detention Facility must have a medical clearance issued by a doctor or hospital of Agency's choice. If the detainee requires further medical or mental health treatment due to such injury or illness, Agency shall be responsible for all required transportation and treatment. e. Agency shall be responsible for all testing of blood, breath or urine. 5. INSURANCE Each party represents that it is self-insured for up to at least one (1) million dollars for general liability (including property damage and bodily injury) as well as worker's compensation claims. Each party agrees to provide the other with a letter setting forth their respective self-insured retention and any additional excess insurance coverage prior to the start of services under this Agreement if requested by the other party. 6. INDEMNIFICATION AND HOLD HARMLESS Agency agrees to and shall indemnify and hold harmless the City, its officers, agents, employees and consultants from liability for personal injury, damages, just 25A-4 compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct operations of the Agency or its contractors, agents, employees, or other persons acting on their behalf which relates to the services described in this Agreement. City agrees to and shall indemnify and hold harmless the Agency, its officers, agents, employees and consultants from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct operations of the City or its contractors, agents, employees, or other persons acting on their behalf which relates to the services described in this Agreement. 7. NOTICE Any communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by fust 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 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 Facsimile (714) 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 245-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 25A-5 To Agency: Irvine Police Department P.O. Box 19575 Irvine, California 92713 Attn: Chief of Police Jeffrey Melching, City Attorney Rutan & Tucker, LLP 611 Anton Blvd #1400 Costa Mesa, CA 92626-1910 Facsimile: (714) 546-9035 A party may change its address by giving notice in writing to the other party. 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. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Agency, 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 the Agency. The parties agree that any teens 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 Agency nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 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. 25A-6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA RAUL GODINEZ II City Manager ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:� Tamara Bogosian Assistant City Attorney DAVID VALENTIN Chief of Police FOR APPROVAL: 25A-7 CITY OF IRVINE City Manager ATTEST: MOLLY McLAUGHLIN City Clerk APPROVED AS TO FORM: JEFFREY MELCHING City Attorney By: (Name) INITIATED AND APPROVED: MIKE HAMEL Chief of Police 25A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: APPROVE AGREEMENT WITH MICHAEL BAKER, INC., FOR CIVIC CENTER STORMWATER LIFT STATION ENGINEERING DESIGN SERVICES (PROJECT NO. 17-2675) (STRATEGIC PLAN NOS. 6, 113; 1C; 1G) CIT ,/A-� RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Michael Baker, Inc., for a three-year term beginning July 18, 2018 and expiring on July 17, 2021, with the option of two one-year renewal options exercisable by the City Manager and the City Attorney, to provide consulting design services for the Civic Center Stormwater Lift Station project, in the total amount not to exceed $171,675, which includes a 15.59% contingency in the amount of $23,160, subject to non -substantive changes approved by the City Manager and City Attorney. The City's Parks, Recreation and Community Services Agency owns and operates two stormwater pump stations in the Santa Ana Civic Center area, which collects and pumps stormwater into a nearby storm drain pipe. The first pump station is located within the Civic Center parking lot area on the northwest comer of Santa Ana Boulevard and Ross Street; the second pump station is located in the northeast corner of Flower and Sixth Streets (Exhibit 1). Each pump station has experienced flooding and maintenance issues. In 2016, a preliminary study was conducted that confirmed the need to repair these two existing pump stations and at the same time upgrade the station equipment to current code and safety standards. On May 7, 2018, a Request for Proposal (RFP) was posted on both the City's website and in the web -based eProcurement portal, Planet Bids. Subsequently, three proposals were received and opened on May 24, 2018. All of the proposers were deemed to be well qualified by a review committee comprised of Public Works and Parks and Recreation Agency staff. Staff recommends award of a consultant service contract for RFP No. 18-041 to the highest ranked firm, Michael Baker, Inc., in the amount of $171,675 (Exhibit 2) based upon the rankings shown in the table below: 2513-1 Agreement with Michael Baker, Inc. Civic Center Stormwater Lift Stations July 17, 2018 Page 2 Rank Firm(s) Name Location Score 1 Michael Baker, Inc. Santa Ana 94.5 2 Tetra Tech, Inc. Irvine 88.5 3 NV5 Irvine 80.5 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users); Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard); and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the repair and upgrade to these existing facilities are anticipated to be processed with the filing of a Categorical Exemption. FISCAL IMPACT Funds have been budgeted and are available for expenditure in the Civic Center Capital Projects Account (No. 07413260-66220) for a total amount not to exceed $171,675. Expenditures will follow the spending plan below. Any unspent encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement. Contract Period Fiscal Year Amount FY 2018/19 $148,515 FY 2019/20 $20,000 FY 2020/21 $3,160 TOTAL $171,675 25B-2 Agreement with Michael Baker, Inc. Civic Center Stormwater Lift Stations July 17, 2018 Page 3 APPROVED AS TO FUNDS & ACCOUNTS: Fuad S. weiss, PE, PLS Francisco Gutierrez ,kjr-Toy) Executiv Director Executive Director Public W rks Agency Finance & Management Services Agency FSS/EWG/JG/MMS Exhibits: 1. Location Map 2. Consultant Agreement 25B-3 25B-4 CIVIC CENTER DR (BTH If Flower Street Pump Station Santa Ana Pump Station SANTA ANA PWAl MLIC �5 ACCNCT nnnnnRFCA Exhibit.dgn 6/14/2018 1:40:28 EXHIBIT 1 PROJECT 17-2675 CIVIC CENTER LIFT STATION RENOVATION 2513-5 CENTER DR (6TH ST) PAGE 1 OF 1 r AGREEMENT TO PROVIDE ENGINEERING DESIGN SERVICES FOR CIVIC CENTER STORMWATER LIFT STATION RENOVATION THIS AGREEMENT is made and entered into this 17th day of July, 2018 by and between Michael Baker International, Inc. ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On May 7, 2018, the City issued Request for Proposal No. 18-041, by which it sought a consultant to provide engineering design services for the civic center stormwater lift station renovation project. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-041. 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 contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work that was included in RFP No. 18-04I and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $171,675. This sum is comprised of (1) the base amount of $148,515 and (2) a contingency in the amount of $23,160 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. EXHIBIT 2 Page 1 of 8 25B-7 3. TERM This Agreement shall commence on July 18, 2018 and terminate on July 17, 2021; unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to two_l;year_periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to 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 Page 2 of 8 r the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited.to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's negligent operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. Page 3 of 8 25B-9 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement on the Commercial General Liability and Automobile Insurance policies. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 8 25B-10 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other parry is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 5 of 8 25B-11 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant; Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 6 of 8 25B-12 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Page 7 of 8 25B-13 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a, Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney BY J i M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 8 of 8 25B-14 s •, Y C A�T i 9 ��$�.Y s VC•gA�' ' zT. t yyaC; t I ie4 FAfMfY�. 4MY �'. y�k•• i �.M k �M y�t�` bd`p A ',�j:sµi'4 i #X ;a i: j ,iW R •fir 4i y"+ tl P • Ay.k AN F 3 Submittedto: - City of Santa Ana Santa Ana Public Works Agency a _ 3 4Y Pi S—/y2r t s'ei b •.�Ny++n " �,,�i,. sw•.. r '� ,tt. ��L�'mhag .av as � { �� .t'� "`F -''S' r a. �a�:Xw.h..-.,• �c�.L+l� 2- F r ir-,w�' edn Yx f y tG•i'r vs re3� S r'•+K{ yry v'. � •1 f � - �k�if n ii.Y n ��' u ' I N Tt R N A T 1 0 N AL Our Missi®n Make the world abetter place through the application of the principle of sustainable development by providing professional design services that enhance the quality of life and the environment. Provide development, infrastructure, planning and environmental services to private and public sector clients in local, regional and global markets. Lead as professionals specializing in planning, design and construction. Lookforward to the future with a commitment to building opportunities and value for our clients and ourselves. 25B-16 PROPOSAL CMcCeMer5tormwaWIJftStadonRenovadonDesignSenrices Table of Contents Statement of Qualifications Cover Letter Contract Review Statement Firm and Team Experience ....... Understanding of Need .............. Relevant Project Experience ..... References ................................. Resumes ...............................1 ............................... 6 .............................11 .............................18 Scope of Services and Schedule Scope of Services.........................................................19 Schedule....................................................................... 25 Certifications Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification Fee (Separate Envelope) iaraexanouu. TOC 2513-17 F m 4�aO 'xtv.S*. sv.. Q.^ f: tv3 Frxp! -. F °a r r �`P yWA, Y emerot of Qualifications 25B-18 , Hf i'14 f4'.'S'uX�Cw i4 r f^� r Q.^ f: tv3 Frxp! -. F °a r r �`P yWA, Y emerot of Qualifications 25B-18 We Make o Difference INTERNATIONAL May 24, 2018 City of Santa Ana Attn.: Monica Suter Public Works Agency 20 Civic Center Plaza; 3rd Floor Reception, Ross Annex Santa Ana, CA 92701 Subject: Proposal for Civic Center Starmwater Lift Station Renovation Design Services RFP No. 18-041 Dear Ms. Suter and Selection Committee: Michael Baker International, Inc. (Michael Baker) appreciates the opportunity to be of continued service to the City of Santa Ana (City) through this engineering services contract. The City is seeking a consultant that has the right combination of relevant experience and expertise to design needed improvements for the Civic Center Stormwater Irft Station Renovation Project. We have brought together an exceptionally qualified team ready to deliver quality services, including key professionals from within our firm who worked on the City's Stormwater Pumping Stations Preliminary Study in 2016. Our team is available to start work Immediately and can efficiently produce the final design package in an expedited schedule. As partners in your mission to upgrade these critical facilities, we offer the City the following benefits: ✓ Highly Experienced Project Manager with Expertise to Deliver a Ouality Project. Our team will be led by Safe Kamangar, PE, PMP, CCM, QSD, who has 20 years of experience in the planning and design of water Infrastructure. Safa is uniquely qualified to manage this project and has successfully delivered design for rehabilitation, upgrade and/or replacement of multiple pumping and lift station projects. He has also served as Construction Manager on a number of pump station projects, giving him an advanced understanding of a project from the planning and design phases through construction completion. ✓ Team with In -Depth Knowledge and Background with the Civic Center Stormwater Lift Stations Streamlines Design. Our team includes Electrical Engineer, Marek Przywara, PE; and Structural Engineer, Sal Sheikh, PE, who both worked on the Preliminary Study for the stormwater lift stations. In addition, they bring 34 years of electrical engineering and 44 years of structural engineering experience to this project. Our OC Manager, Mujahid Chandoo, PE, performed hydrology and hydraulic analysis of the Civic Center as part of the detailed Storm Drain Master Plan provided to the City in 2016. The data gathered during the master plan will be reviewed to verify the conclusion of the preliminary study that the pumps are correctly sized. This detailed information will provide added value to prevent future flooding, and may provide an opportunity to reduce the pump size, thus reducing capital, operation, and maintenance costs for the City. ✓ Integrated In -House Team Members Translate to Quick and Efficient Coordination and Communication. Project Engineer, Charles Falzone, PE, has seven years of experience in water resources engineering and will directly support our Project Manager in the design and MBA KERINTL.COM 5 Hutton Centre Drive. SuiteSoo I Santa Ana. CA 92707 Office. 949.47Z3505 I Fax 9494728373 25B-19 Ms. Monica Suter May 24, 2018 Page 2 We Make a Difference coordination of the Project. Other in-house team members include Technical Review, Karl Meter, PE; Constructability Review, Jerome Ruddins, CCM; Structural Engineer, Fabio Sanchez -Duran, PE, SE; Electrical Engineers, Yee Ping See, PE, LEED AP, and Rich Davis, PE; Environmental Specialist, Alan Ashimine; and Surveyor, Steve Slocum, PLS. ✓ Multi -Discipline Capabilities. As a multi -discipline firm, Michael Baker has diverse expertise and depth of resource capabilities to support the team in any area that may be called upon throughout the course of the project, Michael Baker's Legal Department has reviewed the City's Standard Agreement provided in Attachment 2 of the RFP, and requests consideration for changes listed on the following page. We are confident In our ability to provide the City of Santa Ana with timely and cost-effective design solutions. Our local Santa Ana office and close proximity to the City will facilitate quick response for meetings and project requirements, and the City can be assured of our commitment to your needs. If you have any questions or require additional Information, please contact me at (949) 330-4275, inacle@mbakerintl.com or Project Manager, Sella Kamangar, at (949) 330-4138, safa.kamanoarOmbakerintl.com Respectfully submitted, J4, John Nagle, P.E. Safam ngar, E. Vice President / Principal -in -Charge Project Manager Enclosure., Proposal (1 original, 4 copies, 1 CD); Fee (separate envelope) 25B-20 CONTRACT REVIEW COMMENTS Michael Baker has reviewed the copy of the City of Santa Ana's contract terns as provided in Attachment 2, Standard Agreement, of the RFP and desires the proposed variation to text (additions are shown in yellow -highlighted bold, deletions In rad strike —eat format, and comments in italics): 2. COMPENSATION b. Payment by City shall be made within 45 30 days (faq-fwe thirty) days following receipt of proper Invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which falls to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. INSURANCE a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional Insured(s) and shall Include, but not be limited to protection against claims arising from bodily and personal injury, Including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's negligent operations in the performance of this Agreement, including, without limitation, acts Involving vehicles... e, iv, Consultant shall supply City with a fully executed additional Insured endorsement, on the Commercial General Liability and Automobile Liability policies. Due to the insurance coverage commercially available and the notification policies of most large carriers, the above clarifications are requested. B. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability... We will be responsible for any errors or negligence on our part and reimburse our client for defense costs in such a case, but the professional liability insurance commercially available to design professional firms will not provide a defense for any party except the policyholder. 25B-21 This page left intentionally blank. 25B-22 PROPOSAL Civic CenterStormwateriLitStaaonRenowrtlonDesign Services Firm and Team Experience Firm Profile Celebrating over 75 years of service, Michael Baker is a leader in infrastructure planning, design and construction. We have been partnering with communities since 1940 to solve their most complex challenges with a legacy of expertise, experience, innovation, and integrity. As a unified company, Michael Baker's knowledge base of 3,000 employees across the country offers a full continuum of innovative practices and solutions to support federal, state, regional, and local agencies and governments. Over 70 specialized water/ wastewater engineers and technicians are located in our Southern Califomia offices and work seamlessly together to provide the highest quality service to our water and wastewater clients. Our 2014, County of orange, Water Resources Division provides Reconstruction of Los turnkey services for all sizes and Alamitos Pump Station categories of projects and is supported by a full-service team Including civil, structural, mechanical, and electrical engineering; traffic engineering; environmental compliance (CEQA/NEPA); regulatory permitting; survey and mapping; land planning; architecture; landscape architecture; GIS; construction management and Inspection; and related services. Our Santa Ana based team includes over 30 water / wastewater specialists and a full-service support team with experience designing pump stations for public agency clients. This experience will be extremely valuable in leading to positive outcomes on all aspects of the Civic Center Stormwater Lift Station Renovation Project, Including stakeholder and community approvals, obtaining environmental clearances and permits, minimizing traffic impacts, implementing the best design for the preferred alternatives, providing access and ease for maintenance and operations, as well as other project elements. Our understanding of the City of Santa Ana's Infrastructure through past and ongoing projects, including preparation of the Preliminary Study for the subject project and development of the Storm Drain Master Plan, provides a strong foundation of knowledge as we move forward. Year Founded: 1940 Entity Type: C Corporation Form of Organization: Pennsylvania Corporation Year of Incorporation In California: 1961 Parent Company: Michael Baker International Holdco Corporation — 100% Ownership Corporate Headquarters: 500 Grant Street, Suite 5400 Pittsburgh, PA 15219 Phone: 412-918-4000 www.mbakerinti.com No. of Employees: 3,000+ Employees Companywide 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 Safe Kamangar, PE, PMP, CCM, QSD Project Manager 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 (949)-330-4138 Safa. Ksmanosr(&mbakerintl.com Ranked #5 in California and #10 Nationally for Water Supply by Engineering News Record clem IRTRROATIGRAL 1 25B-23 PROPOSAL Civic Center StormwoterLiftStatianRenovation Design Services a k Project Team The Michael Baker team brings a depth of experience in lift station assessment and design, providing the City with a highly specialized team for the Civic Center Stormwater Lift Station Renovation Project. The organizational chart below depicts our Project Team and roles. Organizational Chart Key Personnel Safa Kamangar, PE, PMP, CCM, QSD j Project Manager f` Our team will be led by Safa Kamangar, who brings 20 years of experience In the planning and design of water infrastructure. Safa is uniquely qualified to manage this project. He is a registered Civil Engineer, certified Project Management Professional, and Certified Construction Manager who has managed or served in a key technical capacity on numerous successful pump station projects, including Storm Drain Pump Station SD03 for the City of Long Beach; Paseo De Valencia Sewer Lift Station Rehabilitation for Moulton Niguel Water District; and Tiffany Pump Station Replacement for the Garden Grove Sanitary District. He has also served as Construction Manager on a number of pump station projects, giving him an advanced understanding of a project from the planning and design phases through construction completion. Safa is a proven leader and hands-on project manager who has the technical background and knowledge to meet the City's expectations for this project. He will be the day-to-day contact with the City ensuring project design, schedule, and budget goals are met. To connect all the pieces of this project together properly, he will facilitate weekly internal project coordination calls with the task leads and other key team member to review schedule, discuss ongoing tasks, and exchange information so everybody has the latest information to work with. 1419AMAnQKAL 2 25B-24 PROPOSAL Civic Center 5tormwaterLiftStotlonRenovotionlesign.Services s' ` 4 Charles Falzone, PE I Project Engineer s s Charles Falzone has seven years of experience in the design of water and wastewater Infrastructure with broad understanding of civil, mechanical, process, electrical and instrumentation design of pump stations, treatment plants, water conveyance, and related facilities. He is currently providing t engineering on Orange County Sanitation District's Western Regional Trunk r 't Sewer Rehabilitation Project, Including a temporary pumping system; and Recycled Water System for the City of Ontario that includes an irrigation v' booster pump station. He was the engineer responsible for preliminary design for the Hyperion Secondary Effluent Pump Station; and Project Engineer for the Pacific Grove Local Water Project that included design of the influent pump station, headworks, complete membrane bio -reactor, UV disinfection, and rehabilitation of two existing tanks for effluent storage. s . z.Marek Przywara, PE I Lead Electrical Engineer Marek Przywara will serve as Lead Electrical Engineer. Marek was part of the team that performed the Preliminary Study for the Civic Center Stormwater Lift Station Renovation Project and brings an In-depth understanding of the electrical and controls systems for these two pump stations. He has 34 years of experience In electrical engineering and has served as a project manager and/or SCADA, ElectricaVlnstrumentation/Controls engineer on numerous waterhvastewater facilities including wastewater treatment plants, pump stations, sewer stations, reservoirs, solid waste facilities, and desalination plants. His duties have Included overall responsibility for engineering, project management, development and design implementation, supervision and approval of documentation and drawings, calculations and analysis, schedules, specifications, cost estimates, and coordination with vendors and clients. Sal Sheikh, PE, Lead Structural Engineer Sal Sheikh has over four decades of experience including the last 30 years 1, with Michael Baker, and will lead structural engineering tasks for the proposed project. His background Includes structural design for pump stations, lift stations, well facilities, pipelines, water and wastewater treatment plants, reservoirs, culverts and encasements, flood control channels, bridges, sound walls, and retaining walls. He is also experienced in structural Inspection, evaluation, repairs and rehabilitation of water related facilities. Sal was part of the team that performed the Preliminary Study for the Civic Center Stormwater Lift Station Renovation Project. He was also the structural engineer on the Los Alamitos Pump Station Reconstruction for the County of Orange; Whittier Pumping Plant No. 2 Replacement for the City of Whittier; Walnut Avenue Overcrossing Pumping Plant in Orange County; as well as numerous pump station replacement and rehabilitation projects. IMUNAIIOOAL 3 25B-25 PRDPOSAL Civic Center StormwaterLiftStotionRenovation Des ign5ervites Mujahid Chandoo, PE I Hydrology/ Hydraulic Review Mujahid Chandoo is a Project Manager with Michael Baker with more than 12 years of experience In surface water management. Mujahid has an in- depth understanding of the stormwater issues for the proposed Civic Center w' Stormwater List Station Renovation Project through his involvement on the t.: City's Storrs Drain Master Plan Update Project where Michael Baker analyzed the main line drainage system and prepared a hydrology study along with maps for the entire city boundary and for individual sub -areas for 2-, 10-, 25-, and 100 -year storm events. The capacity of the existing storm drainage was evaluated to determine system capacity sufficiency using a hydrodynamic hydraulic model. A comprehensive list of needed storm drainage improvements was then generated. Mujahid's areas of expertise include hydrology, hydraulics, sediment transport and advanced modeling. Project Team Summary Qualifications Table Highlighted below are the qualification of our team. Resumes are included at the end of this section. INTMNMATINIIAI 4 25B-26 Safe Kamangar, PE, 20 M.S., Civil Engineering Civil Engineer, CA, C70118 City of Brea, Pump Stations 2 and 3 ! PMP, CCM, QSD B.S., Civil Engineering Project Management Rehabilitation Project Manager 50% Professional (PMP), 1863656 Certified Construction Manager, I , Garden Grove Sanitary Distr ct Tiffany 6341 Pump Station Replacement I Envision Sustainability ; - Moulton Niguel Water District, Paseo 1 Professional De Valencia Sewer Lift Station Qualified SWPPP Developer i Rehabilitation John Nagle, PE F --- --- — - --- —(OSD 23059 - ncipal-in-Charge i 31 M.S., Civil Engineering B.S., Civil Engineering Civil Engineer, CA, 46972 i . City of Whittier, Pumping Plant No. 2 I Also registered in NV, AZ, UT, Replacement 5 5% ; i and Guam • R-28 Reservoir, P-27 Pumping Station ' -M.S., and PRV Stations 123,124, and 125 Charles Felmne, PE— 7 I I Civil Engineering Civil Engineer, CA, 84048 • City of Ontario, RW System Project Engineer B.S., Civil Engineering Hyperion Secondary Effluent Pump 60% Station John Moynier, CEP, T 36 M.A, Computer ;Certified Env ronmental — Pacific Grove Local WaterPrejed Long -Term Facilites Pian PER, OOCWD CFM Assisted Cartography Professional, USA, 2014, Area Drainage Master Study, Flood QC Manager B.S., Geography- i #14041431 Control District of Madoopa County 15% Ecosystems Ceri fled Fkrodplain Manager, ': • Program Management for FloodSAFE USA 2008, US -08-03663 California California DWR Mujahld Chandon, PE 12 ` B.S., Civil Engineering ; Civil Engineer, CA, 76633 City of Santa Ana, Storm Drain Master Hydrology/Hydraulic Plan ' Rev ew City of Anaheim, Master Plan of Stone 2g% Drainage for North and West Santa Ana RiyerTdbutaryAreas_....-.......--- Kari Meier, PE 15 I' B.S., Civil Engineering Civil Engineer, CA, 71713 City of San Buenaventura, Nath Bank Technical Review Construction Quality Management Lit: Station Upgrades 10'/° for Contractors, SPK-USACE- • County of Orange, Los Alamitos Pump 02-18-00060 Station Reconstruction - Spring Canyon Sewer Lit Station, '_........ ---._..---_.___._...._..._....C__-- -- _..-- - Newhall Count INTMNMATINIIAI 4 25B-26 PROPOSAL Civic Center 5tormwaterLiftStation Renovation OesignServices _...----_--._...._..------------ Jerome Ruddins, CCM -------- _.. -- 34 ? B.S., Construction - - -- --- ............._._..-------- ; Certified Construction Manager, 1 Mesa Water District, Well Automation ConstruchabiBy Review Management 3172 Engineering and Rehabilitation 10% Siena Pipeline and Pumping Station Certified Inspector of Sediment City of Whittler, Pumping Plant No. 2 & Erosion Control, CA, 0783 Replacement Qualified SWPPP Practitioner, . Arroyo Simi Lift Station, Moorpark 44 M.S., Civil Engineering CivilCivil Engineer, CA, 32677 Gty of Santa Ana, Civic Center Marek Przywara, PE 34 I M.S., Electrical . Electrical Engineer, CA, 14537 ^ . City of Santa Ana, Civic Center — Electrical Lead Engineering B.S., Civil Engineering Stormwater Pumping Stations 20% i B.S., Electrical ; Preliminary Study ! Engineering Alamitos ! . North Bank LIR Station Upgrades _ ' CN!I Engineer, CA, 52764 '.. Los Alamitos Pump Station Recon. -� . Pebbly Beach Lift Station and Catherine :._......_ Structural Engineer, CA, 4234 I . Orange County Flood Control On Call I Station. ..................... . _...t...._.._. Yea Ping See, PE, LEED _..-._L _....-.... — - 20 i B.S., Electrical -. ........ - ---- ---------.. _-- Electrical Engineer, CA, 17163 -Booster -------- _..__ Coronado Transbay VFD/Switch Gear AP Engineering LEED Accredited Professional SECB,1437-0705 Replacement Electrical Engineer i Environmental I Analysis and Design Pechanga Sanitary Lit Station 25% Fords Mains Rehabilitation Study & EIR I 10% Regional Recharge and Recovery, 1 • City of Newport Beach, Little Corona Steve Slocum, PLS Zone 1 Reservoir and Zone 2 Pump Rich Davis, PE 1 39 ; B.S., Electrical 1 Electrical Engineer, CA, E16036 Western Municipal Water District, Le Electrical Engineer Engineering Siena Pipeline and Pumping Station 26% I MWRF High -Lift Pump #3 and Well 11: ~ — Motor Bearip_ZNo!ses Evaluation — Sal Sheikh, PE— 44 M.S., Civil Engineering CivilCivil Engineer, CA, 32677 Gty of Santa Ana, Civic Center Structural Lem I I Structures Also registered in AZ, NV, OH, Stonnwater Pumping Stations ! 20% B.S., Civil Engineering UT, and Guam i Preliminary Study Los Pump Slation Recon. —+ -- — Alamitos FabioSanchez•Duran, I 38- B.S., Civil Engineering _ ' CN!I Engineer, CA, 52764 '.. Los Alamitos Pump Station Recon. -� PE, BE, SECB Structural Engineer, CA, 4234 I . Orange County Flood Control On Call I Structural Engineer Structural Engineer, USA. ' • Walnut Avenue Overacssing Pumping 4 ! 20%— Alan AsF— himine — 18 ! BA., Environmental -� SECB,1437-0705 _Plant i • OCSD Bay Bridge Pump Station & Environmental I Analysis and Design i Fords Mains Rehabilitation Study & EIR I 10% 1 • City of Newport Beach, Little Corona Steve Slocum, PLS 16 AA, Surveying I Professional land Sunreyor, �. Beach InfiI7_ation Projeoil Masa Water District OC -04 Pipeline Survey CA, 9044 I Rehabilitation/Replacement 10% L i Certified Party Chief, CA . Sunflower Pump Station Rehabif talion, I FnuMain 1/ollau i 5ubconsultant Michael Baker is Including C Below for potholing services. They have provided excellent services on many past projects. BEL®WC Below I Potholing .• C Below offers professional locating and mapping services throughout Southern California. Their highly experienced technicians utilize the most advanced equipment in the industry. They locate horizontal and vertical locations of underground utilities Including water, gas power, waste, communications, and cable/TV. Many different methods are used to locate these utilities. These methods include GPR (ground penetrating radar), CCN, utility locators, electromagnetic locators, and potholing. ,xt.nxcTi°s.,. 5 25B-27 Civic Center StarmwaterlrftStationRenovation. Design Services Understanding of Need Background The City of Santa Ana (City) owns and operates two (2) stornwater lift stations located in the Civic Center area, the Santa Ana Pump Station (Santa Ana PS) and the Flower Pump Station (Flower PS). The Santa Ana PS is located adjacent to the retaining wall on the north side of Santa Ana Boulevard; it pumps stormwater to a nearby culvert in Santa Ana Boulevard. The Flower PS is located in the south-west corner of the Civic Center parking lot, adjacent to the retaining wall at the Intersection of Flower Street and Sixth Street; it pumps stormwater to a 16 -Inch gravity pipe in Flower Street. During the 2016 EI Nino season, the lift stations experienced Issues related to leaking and flooding. Following the rainy season, the City contracted Michael Baker International to perform a preliminary study to identify options and recommended upgrades. The study identified upgrades to replace the mechanical and electrical equipment, perform site and building improvements, and developed two alternatives for each pump station. The City's Parks Department has selected Alternative SAII for the upgrade of the Santa Ana PS, and Alternative F1 for the replacement and upgrade of all associate equipment for the Flower PS's renovation. The City Is soliciting proposals from qualified firms to prepare Plans, Specifications & Estimates (PS&E) Contract Documents for the °Civic Center Stornwater Lift Station Renovation" project. Project Goals and Understanding The existing mechanical and electrical equipment within the two stormwater lift stations has reached the end of its useful life. The City would like to upgrade both pumping stations to NFPA 820 compliant and improve the reliability and safety of the Santa Ana PS and Flower PS to prevent flooding of the tributary Civic Center parking and walkway facilities, and to mitigate safety hazards to City staff. Based on Michael Baker's review of the RFP, our site visit, our discussions with the City staff and our experience on similar projects, we have identified the following primary project objectives. • Improve pump station efficiency, performance and reliability • Improve pump station operational and maintenance safety. • Assess the associated electrical equipment and overall site conditions at the pump station and identify recommended improvements/upgrades. • Develop contract documents for implementing the recommended upgrades. • Complete design and construction prior to the rainy season. Given the scope of work, anticipated bidding and contract approval time, and lead time for major equipment, this does not seem to be reasonable; however, Michael Baker offers a solution as described in Optional Task P in the following sections. Based on the project objectives stated above, we have Identified the following key issues which are critical to the success of this project: • Identify the necessary electrical upgrades for the utility service and metering, including all coordination required with SCE • Identify and evaluate upgrades to the pump station electrical and site IL TLPII Ai,a AAL a 25B-28 PROPOSSR1 M r as r m I Civic CenterStarmwoterUftStationRenovallonDes%nServices • Identify the preferred upgrade solution(s) based on financial and O&M considerations. • Evaluate shutdown limitations and construction sequencing Key items regarding the project approach are electrical safety and maintenance oonvenlence and providing protection of electrical equipment against harsh environment and sun exposure. Michael Baker will meet with the City to develop a detailed sequence of work and coordinate and finalize shutdown constraints (Including duration). Sequence of work will address the following: • Cooperation between contractor and City personnel • Dates and durations of construction and all shutdowns to be approved in advance by City In order to prevent flooding. Following sections described specific upgrades and Issues for each pump station. Santa Ana Pump Station The Santa Ana PS was constructed in 1963 as part of the Civic Center Construction Program, and operates during a storm to prevent flooding of the parking structure and southern walkways. The pump station is a vertical concrete structure with a concrete slab separating the lower wet well from the upper dry well. The dry well Is set three feet below grade and houses three pumps and the electrical equipment: the pumps are 60 horsepower (hp), 30 hp, and 15 hp and are driven by electric motors, and the 60 hp pump and motor were replaced in 2016. After thorough review of the existing documents and Scope of Work, Michael Baker has identified the following proposed upgrades to the Santa Ana Pump Station: • Pump and motor replacement: remove and replace the two (2) older pumps, and keep the larger pump installed in 2016. Replace all three (3) of the existing pump motors with explosion proof motors. • Sump pump replacement: Remove the existing sump pump and replace with a %z hp explosion proof, solids handling sump pump. • Piping and valve replacement: Remove and replace the existing piping and valves In kind. • Structural improvements: Patch the existing concrete structure, seal penetrations, and provide Basketed roof seals. Remove and replace the metal enclosures over Isolation valves. • Mechanical Improvements: install a new HVAC system and seal openings between the wet well and dry well to declassify the dry well and comply with NFPA 820 requirements. • Electrical improvements: Remove and replace the existing electrical equipment to comply with NEC and NFPA 820 requirements. • SCADA: The existing RTU Panel, which provides monitoring and alarming signals to the City's SCADA system, will remain as is. Re -wire and re -terminate the wiring to and from the RTU panel as required. IN189l Fna•AL 25B-29 PPOPOSAL?n Civic CenterStormwowLfftStationRenovctfon DasignServicas • Instrumentation: Remove the existing bubbler level Instrument and install new pressure transducer. Float switches will be provided as back-up to the new pressure transducer. Install an intrusion switch to notify the City when the hatch door is open. Flower Pump Sfaflon Upgrades The Flower PS operates during a stone to prevent flooding of the parking lot near the intersection of Flower Street and Sixth Street. The pump station is a vertical concrete structure with a metal grating separating the lower wet well from the upper level that houses the electrical equipment. The existing pumps are 10 hp and 20 hp axial flow pumps, and are driven by electric motors. During a storm, water cascades through the floor grating and into the wet well, and the grating serves as a coarse screen for debris. During the 2016 site visit, Michael Baker noted a significant amount of debris and trash was present on the grating and within the wet well. In addition to the debris, Michael Baker noticed that the wet well was completely full, although electricity was being provided. This could Indicate that the control system is not operating as intended, The proposed upgrades at the Flower PS include: • Pump and motor replacement: Remove existing horizontal -axial pumps and replace with explosion proof submersible pumps installed on guide rails. • Piping and valve replacement Remove and replace the existing piping and valves. • Structural Improvements: Modify the existing structure to accommodate the submersible pumps, Including adding structural reinforcement, safety rail, and access hatches. Patch the existing concrete structure including roof hoist. Remove and replace existing metal grating, the new grating will cover the entire floorspace. • Site & drainage improvements: Modify local site grading and install a Continuous Deflection System (CDS) Stormwater Treatment Unit to capture debris before it enters the wet well. The CDS unit will decrease maintenance requirements for debris removal, and will better prevent debris from reaching and potentially clogging the pumps. • Electrical Improvements: Remove the existing electrical equipment and replace with outdoor NEMA 3R NEC compliant electrical equipment. Replace remaining electrical equipment within pump station (lighting, receptacle, etc.) with Class 1 Div 2 rated equipment. Seal conduit penetrations to the pump station and provide explosion proof conduit fittings to comply with NEPA 820 requirements. • SCADA: Install a new NEMA 4X Remote Terminal Unit similar to the unit at the Santa Ana PS Including a Yagi directional antenna. The new RTU Panel will provide monitoring and alarming signals to the City s SCADA. • Instrumentation: Remove the existing level instrumentation and install new pressure transducer and back-up float switches. Install an intrusion switch to notify the City when the hatch door is open. i•r[aeanoxu• a 25B-30 PROPOSAL N' x" A , Civic Center5tormwoterLiftStation Renovation Design 5'ervtces Tasks and Deliverables Michael Baker has reviewed the City's proposed scope of work detailed In Attachment 1 of the RFP, and has included a complete outline of the tasks and deliverable in the Scope of Services Section. Optional tasks have been identified, as described in the Suggestions or Special Concerns section below. Suggestions or Special Concerns The following optional tasks have been identified in addition to the tasks listed in the RFP. We believe these tasks will provide additional value to the City. Task N — Field Survey Due to the proposed re -grading near the Flower PS for installation of the CDS Stormwater Treatment Unit, a field survey of the area will be required to determine existing conditions. To limit the cost of this task, a small survey area was assumed. The field survey of this area can be completed by a 1 -man survey crew within one day. Field Survey of the Santa Ana PS Is not included in this task, since there are no proposed regrading activities. Task O — Potholing If utilities are discovered around the proposed CDS Stormwater Treatment Unit and storm drain, Michael Baker will (at the City's request) identify and coordinate field potholing activities to verify the vertical and horizontal location of critical utilities. The potholes will be performed using vacuum excavation technology. The potholes will be backfilled with native soil or fill sand. A permanent surface patch will be provided at each pothole location. Task P — Design of Temporary Pumping System The RFP states that the City's goal is to complete construction prior to the rainy season. Based on the preliminary schedule developed, this will not be feasible due to the listed Design Services Project Award Date (July 17, 2018), and an anticipated construction duration of 5-6 months. Construction duration will be dictated by the lead time for the pumps, which is typically 3 months from approved submittals. To mitigate the City's concerns related to the 2018 rainy season, Michael Baker can provide a design for a temporary pumping system prior to the rainy season. The temporary pumping system could be put in place by the City or an on-call Contractor. The following potential value engineering opportunities have been identified during preparation of this proposal: Provide a floor drain in the Santa Ana PS to mitigate the electrocution hazard that is present. Although the dry well will be sealed as part of Alternative SAI, the existing electrical equipment will remain below grade,. and may be subject to flooding throughout the lifespan of the pump station. A floor drain mitigates the electrical hazard by preventing ponding of water as long as the pump station is operational. A gas-tight seal will be required at the floor drain. L INTYRXLTIONAL 9 25B-31 Civic CenterStormwowLi(tStationRenovation Design Services Propose removal of pumps at the Flower PS from the parking lot via a small truck mounted crane. This would eliminate the roof hatches, associated structural reinforcement, and handrail at the Flower PS. Access to the roof is from the Civic Center entrance/exit, and roof access from this area presents traffic and safety concerns. Potential advantages Include cost savings, improved access to the pumps for maintenance, and aesthetic improvements. Michael Baker will discuss this option with City staff at the project kickoff site visit. Michael Baker's in-house Surface Water Department developed a detailed master plan of the City's Civic Center in 2016. The data gathered during the master plan will be reviewed to verify the conclusion of the preliminary study that the pumps are correctly sized. This detailed information will provide added value to prevent future flooding, and may provide an opportunity to reduce the pump size, thus reducing capital, operation, and maintenance costs for the City. INTI RN ATIYNAL 10 25B-32 f MPOSAL CivicCenterStormwaterLi(tStationRenovadon Design58rvices r: •...x Relevant Project Experience Michael Baker is a leader in the field of water resources engineering and provides a full range of professional services from analysis, concept through design, and construction support services. Michael Baker has proven experience in developing practical and cost-effective solutions to meet water resources design challenges. Within the last five years we have completed design for numerous projects which demonstrate the ability of our experienced Project Team to efficiently and effectively support the City of Santa Ana on this contract. Our team's work on the Stormwater Pumping Stations Preliminary Study performed for the City in 2016, In conjunction with development of the City's Storm Drain Master Plan — Including the area of the subject site, brings great insight and background for proposed project Improvements A sampling of relevant projects includes the following: .fYwtki��.:flCF'.Y"atm;'•a�v.:i=etYJyAd`dLr�;.::+r:•S%:a•",+��.;}.i::; S;iW.?�;tS3>7:Se.L-r: �'ykw'a#:c:.i;:.+1Ci^:a�i�1:5F•t,�-„iWfNFl•;;:g1.�:TlJ'ies:.,yylri:):.a.� Stormwater Pumping Stations Preliminary Study I Santa Ana, CA Client: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92702-1988 Reference: Mr. Sean Thomas, (714) 647-5655 Year: 2016 Team Members Involved: Marek Przywara (Electrical Engineer); Sal Shaikh (Structural Engineer) Michael Baker provided engineering services for evaluation of two stormwater pump stations located within the Civic Center area. Each pump station experienced leakage and flooding problems during the EI Nino season of 2016. The study consisted of on-site Inspections and visual assessments of the structure, electrical equipment, mechanical equipment, and general conditions of each facility. Alternatives and preliminary costs were developed for both pump stations. The Santa Ana Boulevard Pump Station is located adjacent to the retaining wall on the north side of Santa Ana Boulevard; and pumps stormwater to a nearby culvert in Santa Ana Boulevard. The Flower Street Pump Station is located in the southwest comer of the Civic Center parking lot, adjacent to the retaining wall at the intersection of Flower Street and Sixth Street; and pumps stormwater a 16 -inch gravity pipe in Flower Street Yi.'tifYN.da :i-1vL'-3Wi2i 3'hP..L':Riy+r'SS.ce,.n,.'w '.'4%Jlv!"� M.\::fs+:w. +, .t :we'Y.`<>'�Ma[xY."!•ii^'iE>.i S�i. li'i?�:.i:.-M W4 Afe`d4' h• aa:Sp%A Santa Ana Storm Drain Master Plan I Santa Ana, CA Client: City of Santa Ana, 20 Civic Center Plaza (M-30), Santa Ana, CA 92702-1988 Reference: Ms. Mindy Ly, Senior Civil Engineer, (714) 647-5665, miv(csanta-ana.oro Year: 2016 (Phase 1) Additional modeling is ongoing Team Members Involved: Mujahid Chandoo (Engineer, Hydrology/ Hydraulic Analysis) Michael Baker provided professional engineering services to update the city's storm drain master plan. The city has an established drainage system with some segments over 50 years old and other segments recently constructed. The last city-wide hydrology and hydraulic analysis of the CSIM INTCAR TONAL 11 25B-33 PAOPOBAL Civic CenterStamwaterLiRStallonRenovvaoaDesign5ervires .. .., ,..:...1...r_..:..:. y:: entire storm drain was completed in May 1994. Michael Baker analyzed the city's main line drainage system to ensure consistency with Orange County requirements and prepared a hydrology study for the entire 28- square miles drainage area. The hydrology was divided into seven sub -watersheds, each draining to County regional flood control facilities. The 10-, 25-, and 100 -year discharges were calculated in accordance with Orange County Hydrology Manual (OCHM). Small Area hydrographs were prepared for each inlet catch basin location for use in the hydraulic routing analysis. Existing inlet capacity was evaluated and rating curves for the captured flow (to the storm drain) were developed. The capacity of the existing storm drainage was evaluated based on the Orange County design criteria to determine system capacity sufficiency utilizing a hydrodynamic hydraulic model. A comprehensive list of needed storm drainage improvements was then generated. Michael Baker performed a 1 D/2D hydraulic analysis to evaluate existing facilities and recommend feasible ultimate storm drain sizes based on the hydrology study results. The existing condition results were correlated using pictures and maintenance records of known flooded locations and recent January 2017 storms. The hydraulic analysis also evaluated the tailwater for tie-in location at the existing County regional drainage systems. HEC -RAS was performed for these regional channels using design discharges from As-Builts or FEMA studies. Michael Baker also provided an Esri ArcGIS geodatabase of city storm drain facilities, including storm drain pipes, city -owned drainage channels, manholes, catch basins, and culverts. The results of the 1 D/2D hydrodynamic model generally result in smaller pipe sizing than traditional steady state or normal depth models. This results in a costs savings for the city. .f4"IallY/Fdw°t�z_i.4WMA 0IMS!Wt! u11761UX �;y. WQC' i'.i+l±v€M. 10 vNIXV.QLQi 4C i �Fi lwsr,.3 North Bank Lift Station Upgrades I San Buenaventura, CA Client: City of San Buenaventura, 501 Poli Street, Ventura, CA 93002 Reference: Ms. Betsy Cooper, Senior Civil Engineer (805) 654-7848, ec000eKa_Dventurawater.net Year: 2018 Team Members Involved: Karl Meier (Project Manager), Marek Przywara (Electrical Engineer) Michael Baker performed detailed hydraulic analyses of the lift station and force main to establish a baseline for the actual hydraulic capacity of the sewage conveyance system and identified deficiencies and capacity limitations. Michael Baker also analyzed the existing NBLS and force main under projected peak flows to determine the extent of upgrades required to convey future peak flows. The existing electrical and control system were also evaluated with recommended upgrades Identified. As a part of this project, Michael Baker also met with City Engineering and Operations staff to discuss existing operation and maintenance issues at this 3,200 gpm dry/wet-pit lift station to ensure that these issues would be addressed as a part of the overall upgrade project. Michael Baker developed a comprehensive PDR that considered four upgrade alternatives and corresponding cost estimates to IIRINYAT19RAt 12 25B-34 PROPOSALw 4� Civic Center5tormwaterUft5totionRenovation Design Service s address both capacity limitations and operation and maintenance issues. Michael Baker then completed final design of the selected upgrades which consist of. • Removal of three (3) existing VFDs and installing four (4) new PowerFlex 753 VFDs. • Installing new wiring between new VFDs and new motors. • Installing additional digital input and analog output card for PLC • Removal of existing in-line grinder electrical distribution and control panel and wiring. • Removal of three (3) existing pumps and motors and install four (4) new vertical shaft driven dry pit screw type pumps and motors equipped with flywheels. • Removal of three (3) existing in-line grinders and installing 8 -inch diameter suction pipe and eccentric reducers at all four (4) pump locations. • Removal of existing 4 -inch and 6 -inch discharge pipe and valves at three (3) pump locations and replacement with 8 -Inch diameter discharge pipe, plug valves and eccentric reducers at all four (4) pump locations. • Removal of existing 6 -inch swing check valves and replace with 8 -inch non -slam rubber flapper swing check valves. 9 Y++'5.5+ .t+;r�LRK <n` iWY.Ha! hNFAiwS?'4#..`7` ' ri.'PSnEa}AY1 3eX3iilS&.:,q.;rNKR'Z.`'PU[ &Nt?bKJFYS?4"IR IIWK0,*.k'ViW45 !r� �.n{M".W" Reconstruction of the Los Alamitos Pump Station and Retarding Basin Orange i Los Angeles Counties, CA Client: County of Orange, 300 North Flower Street, Santa Ana, CA 92703 Reference: Mr. James Volz, Principal Engineer, (714) 647-3904, iames.volz(a�ocaw.ocoov.com Year: 2014 (Construction) Team Members Involved: Sal Sheikh (Structural Engineer), Fabio Sanchez -Duran (Structural Engineer), Karl Meier (Project Engineer); Yee Ping See (Electrical Engineer) Michael Baker provided preliminary and final design, construction support, and commissioning services for the design of a new 800 -cubic -feet -per -second (516 MGD) stormwater pump station with engine -driven pumps to replace an existing pump station facility. The original Los Alamitos Pump Station was constructed In 1958 to pump storm water from low-lying marshlands up to the San Gabriel River. Pump Station. The pump station includes four (4) vertical mixed flow pumps with a design capacity of 129 MGD. Each pump is driven by a 1500 hp dual -fuel engine (natural gas and propane). Engine related components include a compressed air starting system, primary and secondary jacket water cooling system, natural gas primary fuel system, and propane back up fuel system. The pump station also includes a low -flow pump station with submersible pumps in a separate wet well with a total capacity of 5 MGD. Force Main Rehabilitation and Condition Assessment. Each pump discharges into a new 54" force main, which connects to a rehabilitated 54" force main that siphons under the Haynes Steam Plant intake open channel, and discharges to the San Gabriel River. The existing force mains were originally RCP. As part of the project, a condition assessment was performed including a riminvilm IN1i NNNTIONAL 13 25B-35 PROPOSAL Civic Center 5tormwaterUftStationRenovatianDesign Sarvices . , CCTV Inspection and concrete core samples taken out of the manhole structure. The assessment found that the existing force mains were in sufficient condition for rehabilitation instead of complete replacement. The final design included a structural CIPP liner for each force main. Electrical and Instrumentation. Electrical and instrumentation design was provided for the entire pump station including the submersible pump station, compressed air, cooling system, fuel systems, building lighting and HVAC. The design also Included a 280 kW generator to back up loads at the pump station except for the main pumps, which have a separate propane back up system. Structural. Structural design was provided for the 130' by 55' building wf ; , with separate rooms for the engine, electrical equipment, compressed �_..: air, and storage. Reinforcement for the roof accommodated a 5 -ton `r bridge crane lifting system that reaches all areas within the engine room. Design also included a 30' deep main wet well separated by bay walls for each pump, a low flow wet well, and an inlet apron to transition to the retarding basin. Site Civil Design and Phasing. Site civil design included design of paving, grading, drainage, access roads, and yard piping. Design also Included locating equipment such as a generator, propane tanks, air receiver tank, storage building, electrical equipment, and a storage building. Constraints of the site civil design included working around an environmental wetland, keeping the existing pump station in service, an existing overhead transmission line going through the site, and fire department access requirements Architecture and HVAC. Architectural and HVAC design was provided to meet the requirements of the County of Orange, City of Long Beach, and City of Seal Beach. The building included masonry walls with stucco finish, and a tiled roof facing the nearest residents. Ventilation design includes a series of 12 exhaust fans. Construction Support and Commissioning. Extensive construction support was provided by the Michael Baker team in the form of shop drawing reviews, RFI responses, regular meetings, and construction observation. Some of the biggest issues that came up during construction were complying with fire department requirements, and environmental permitting requirements. Commissioning services were provided to assist the County with setting the requirements for starting up the pump station and making it fully operational. Additional Support. There was a myriad of other critical support services provided on this project that all contributed to the success of the project, including multi -agency permitting and coordination, CEQA compliance, regulatory permitting (Army Corps, Department of Fish and Wildlife, RWQCB), survey, landscape design, stormwater compliance, geotechnical, physical modeling, dry utility coordination, acoustical analysis, and public outreach. comm— IRTCNNRTIOX,IL 14 25B-36 PROPOSAL Civic CenterStormwaterUftStcrdon Renovation DesignServices Whittier Pumping Plant No. 2 Replacement Project I Pico Rivera, CA Client: City of Whittier, 13230 Penn Street, Whittier, CA 90602-1772 Reference: Mr. David Pelser (former Director of Public Works for City of Whittier, now with Meridian Service Metropolitan Water District) (562) 298-8476, David dmrmetro.org Year: 2016 Team Member involved: John Nagle (Project Manager), Marek Przywara (Electrical Engineer), Sal Sheikh (Structural Engineer), Fabio Sanchez -Duran (Structural Engineer), Jerome Ruddins (Construction Management) Michael Baker provided design engineering services and construction phase support, Including full-time construction management and inspection services, for the Whittier Utility Authority's (WUA) Pumping Plant No. 2, which was originally constructed in the 1930s. During the preliminary design phase, Michael Baker conducted a comprehensive hydraulic analysis of WUA's water supply and distribution systems, reviewed WUA pump station operations and control schemes, and Identified off-site improvements that would increase the operational capabilities of their existing distribution facilities. The WUA expanded the scope of the PP2 Replacement Project to incorporate these improvements and also to upgrade their Supervisory Control and Data Acquisition (SCADA) system at all of their facilities. The final design of the PP2 Replacement Project addressed several different critical design issues, including mitigating the potential for liquefaction resulting from a seismic event using an in- situ soil remediation system, developing a pumping facility layout that makes the potential future conversion from electric motors to gas engine -driven pumps possible, ensuring that the operation of the new facility continued to meet all existing water quality requirements of the State of California's Division of Drinking Water (DDW), and developing a comprehensive five -phase construction program to ensure continuous water supply for WUA throughout the project. Michael Baker Identified off-site Improvements to increase operational capability of existing facilities; evaluated pump station and control schemes; provided hydraulic analysis; and performed structural and electrical engineering, surveying, and mapping. Michael Baker also provided final plans, specifications, and estimates (PS&E); CEQA compliance (notice of exemption); and construction management and inspection. Completed in February 2016, the new Pumping Plant 2 Facility was re -dedicated as the Marshall R. Bowen Pumping Plant and includes a 18.9 -MGD pump station with 17,500 gpm of pumping capacity to enable WUA to pump during off-peak periods and reduce power costs; two 2.2 -MG above -grade steel reservoirs to serve as the forebay and provide operational storage; a 6,400 - square -foot pump building, including office space for water production and pumping plant personnel; new piping and control valves at off-site reservoirs; and upgraded SCADA and radio communication facilities throughout the entire WUA service area. C3233MI—_ INTNNNATIONAL 15 25B-37 PROPOSAL1M, Civic Center StormwoterLiftStatianRenavoticngesignServIces Avalon Catherine Booster Station and Pebbly Beach Lift Station CIP Projects Avalon, CA Client: City of Avalon, 410 Avalon Canyon Road, Avalon, CA 90704 Reference: Mr. Bob Greenlaw, Public Works Director. (310) 510-0220, boreenlaw(ftitvofavalon.com Year: 2017 Team Member Involved: Marek Przywara (Electrical Engineer) Michael Baker provided design and construction services for the Avalon Sewer CIP Electrical Improvements Project that consisted of upgrades to electrical infrastructure for the Catherine Booster Station and Pebbly Beach Lift Station, Including City SCADA integration. The Catherine Booster Station required replacement of the existing Motor Control Center (MCC) line-up with a new MCC panel and included the following tasks: removing of existing MCC panel and replace with new NEMA4X rated MCC, MCC panel line-up included the control panel with Misslon Communication RTU and SCADA communication equipment; replacing existing cables to (2) 120 HP booster pumps; replacing main 400 -amp feeder incoming to the new MCC panel; reconnecting all existing equipment to new panel including ATM power next to panel; reconnecting existing instrumentation, control and signal wires to new panel terminal strip; providing conduits entering or leaving the vault with the approved duct seal. The project also included heater/fan system to prevent condensation; panel lighting and duplex 20A 110 VAC power plug; Ethernet switch; phone jack to access existing telephone connection and Sensaphone RTU; spare I/O cards for future SCADA upgrade in panel, etc.; and providing specification and engineering cost estimate. The Pebbly Beach Lift Station required removal of the existing Edison Meter Switchboard and electrical distribution equipment from the vault and installing the new NEMA 4X rated meter main and distribution equipment above ground level. The project included the following tasks; coordination with SCE; removal of existing NEMA 1 rated Edison Meter Switchboard from the dry pit and replace it with new 250 Amps NEMA 4X rated Metered Switchboard; intercepting existing Edison conduit and re-routing to new meter panel; removal of NEMA 1 rated City -owned Auto Transfer Switch (ATS) from the dry pit and replace it with new 250 Amps NEMA 4X rated above ground ATS; removal of sub panel and step down transformer from the dry pit and replaced it with NEMA 4X rated Mini Power Center (MPC) panel above ground; replacement of non -explosion proof lights, receptacles, sensors and auxiliaries with the explosion proof equipment in the dry pit; providing explosion proof fittings/seals for all cables entering or leaving the vault (dry pit). . R IR I R R N RI IO N RL 16 25B-38 ROPOSAt Civic CenterStarmwaterLiftStotionRenovationDesign Service's Demonstrated Experience in Pump Station Design The table below Is a partial list of pump station projects Michael Baker has designed, demonstrating the depth of experience we bring to this project. Proven Experience In Pump station Design Sefecien Projects 1 OknfOWner Wako"Stetkn MARL ! I ! ! ✓ I I ! J .! ✓ '✓ J' ! Wemnaun' YBtrCgM Iep.Ibneoc"" 1"a lm R.*ckl WdwVsdLmY ,W®y !. I ! J' J ✓ I ! Bydu%Cb manhm wmutrPmpbe PmMRo.lthPhemmt tuyt® ! J J J J r J J! r r ✓ r ✓ ✓ J r aP9lWdme omen of9WbBMohM Rory ShtloR a9co J r ! ✓ ! ! ✓ I r I ✓ ✓ r J 0.'yolsm Dbeo . spdn9 Canyon Puna shbov .. may ! J I. J ✓ ✓ r' J r r ✓ r f Notlia C9ury W9W Ob.bl' .✓ . ElemhomrYWWlCmbrPomp.6bDonaMCM.m :yy�y ✓ •J�' V ! ✓ I I ! ! J. I EmmvderModrdCmibr ' Roftak Femnmo(ft) t3fOY ✓. I. ! J I ✓ I" ! 'r., '✓ �J '_. Ca•afAvoa . JWW .!' R1Jho1.F1•£pmlem.tpPonpsheon Am,ffY r �. J I: ! ✓ :: J ✓ ✓ J ✓ I ! ✓ 'J' ! J• ftflorx66nwrPunvllwmuwm.... .9pmp.tt la9wP ..I: 'J'. ✓. I' J ✓' I. i YonWa'Cvw-0' IYs9n'mYaD�N111 1"POI.Mm .✓ , Rml U1.3Wd.r F.111h. - , • ym9DPY. ! ✓ �% J '✓ r ✓ ✓ .I ✓ V• htl Wo4Advzb . naMB& voel.rTMry9tetbn. .. i>W®a ✓ ! �. . ' ! ✓ J :'! - CtlbmeMRd pnYlmr itROm6br PonP'6Wrom(nwrinAawrn.lon 91'eihWml .. '460) I .'✓ { r. M MLYWWM. T6aroY" oqudCommn N,1Dom.W1R.ryobd WMrPmp Mon. im99P PN ✓ "! 7 I J CNotuft FPr : - . " %WGRYgM'y r I. I . ✓ ! ✓. I ✓ �/ ✓ . J p992ono Nvp g 9h9on 8 CIt99 F4it1y9 ana Resorb-" atxD. ! i/' ✓ r' '.' ! '✓".L I '!: •I '.r` .,e ✓ /. tbYmaY�eR,M'oyvDtlid' (epnhbLiat% MM6YPWmF'Sheoo. '. ..�., . .... ,...:; :r .,.. .. .::. IAvfA1'.. :J" ' 'I� I Y: ..' J -` J: 7 ✓' '!' '✓: ✓. j 'Y `I'✓ J•. Gdno 6mMDmtmrPLeinb Cobdo Pump9bum . . Zmm r J r !. J ✓ J I J r. J ! J ✓• Chho eoetbomMPUhtb . .. .✓. .✓ ChWBA Stmti{CotpU J' I I ✓ ✓ r ✓ ✓ I -I I '✓ ! .'r r I I• Vwdbmdll(nr�Try.l.dYlatrPump.6htlonr Chip Brom DeslbfNdwb Ihr•aYm., .J RmbpW 1907 Nnp'6yn9on : 1;®fia I J. J. J J ✓ ✓ r ✓: ! ✓ ! ✓ RoIme Yof3'Tn!kptl M'olmebe/i :`.. . RRwA.h 119i NeolRmpebeoo. '. ®a,tt✓.J Ir13dn Vaq L9W*dl Dhkh 410" .J'J. Yanked Roo .. QmnPH '. I f ! J ✓ ✓• vwktovUPtmdo Yubeltd9Wsc+t@Yly ' .Y sm6. We Ky pivop W6lm UFCmd• f,.4dePY ✓ % J ✓ J I' PalrboCYrede Wabr D'dtl - Mtonbft" stWm iR91. Dpa, ! ! ✓ ✓ J J J ✓ ! ! ✓ ! ! r s"MaffMW*fDM .✓ Oao AnnNeoosbr Poapfibdon mdFbvCnnrelFcliDr Want r ✓ ! ! ! ! ! ✓ J• G*Oftff DI.Yd . 7F9R9nr eeeslvfRpopeladoo Wam !' ✓ r ! .1 ! Cbo16.n DmnmmW9 Teopb Avenr. Ptvry smim mdR.emvlr AOWU ✓ J r ✓ ✓ J ✓ J J ✓ I J• CHVd6gWW and Wnrvolr dmaFY ✓ / ✓ ! 1-1J ✓ 1-1 ✓ ! !• C4aFNWHBYtion NomIPUmp Man dl Mpn ✓ J I ! r r J RIAMCo�etFr4Y Roll Ntm SWn MCF9 ✓ J J J ✓ ✓ .1 J J Ctq Y � MW Dab Wm.tNmWUb and R.mrvoh rxpyg ! r J ✓ r .101 ✓ r Rtrdm C9mrdeV�rWdIM CEMM In T9RR9TIr19e 17 25B-39 PROPOSAL Civic CenterStormwoterLiftStationRenovadonDesign Services rT W. } References Mr. David Pelser (former Director of Public Works for City of Whittier, now with Meridian Service Metropolitan Water District) (562)298-8476 DavidCa)mrmetro.oro City of Whittier 13230 Penn Street Whittier, CA 90602 Project., Whittier Pumping Plant No. 2 Replacement Project Year. 2016 2. Ms. Betsy Cooper, Senior Civil Engineer (805)654-7848 ecooDer(rDventurawater.net City of San Buenaventura 501 Poli Street, Ventura, CA 93002 Project., North Bank Lift Station Upgrades Year. 2018 3. Mr. Bob Greenlaw, Public Works Director (310)510-0220 bareenlaw(dcitvofavalon com City of Avalon 410 Avalon Canyon Road Avalon, CA 90704 Project., Avalon Catherine Booster Station and Pebbly Beach Lift Station CIP Projects References for Project Manager Safa Kamangar 1. Mr. Danielle Mueller, Utilities Manager (562)904-7110 DMueller@downevca.oro City of Downey 11111 Brookshire Avenue Downey, CA 90241 Project Blandwood Rdrrrue Ave Lift Station Year, 2016 2. Mr. Chino Consunji, Director of Public Works (626)939-8416 CConsunii(awestcovina.oro City of West Covina 1444 W Garvey Ave S, West Covina, CA 91790 Project., Azusa Sewer Lift Station Year., 2017 3. Rodney Woods, Director of Engineering (949)831-2500 RWoods(2mnwd.com Moulton Niguel Water District 27500 La Paz Road Laguna Niguel, CA 92677 Project., Paseo DeValencia Lift Station Year. 2017 INYIAIAT104/L 18 25B-40 .Resumes 00� mM .Resumes PROPOSAL , GvicCenter5tormwoterUftStationRenovation Design SoNices R Safa Kamangar, PE, PMP, CCM, QSD Project Manager Mr. Kamangar, recently joined Michael Baker and brings over 20 years of experience in water, wastewater, and water reuse, planning, design, and construction management in both the Years of Experience: 20 private and public sectors. His previous experience includes design engineering, staff augmentation, on-call contract Education/Traintng: M.S., 2000, Civil Engineer ng, consultation, program management, design -build owner university of Tehran representative, construction management, and resident B.S., 1997, Civil Engineering, engineering. As a design engineer Mr. Kamangar, has Azad university, Iran performed hydraulic calculations, mechanical design, detailed design drawings, development of specifications, site work, and Licenses/Certifications: field calculations. As a Construction Manager, he has been ProfessCaliforniionalEngine professional Engineer, responsible for construction oversight, schedule management, budget tracking, and contractor negotiations Project Management; Professional (PMP), 1863656 Project Experience Certified Construction Manager, -_ 6341 t is Storm Drain Pump Station SD•03, City of Long Beach. Qualified SWPPP Developer x Preparing complete design package for upgrading the existing (QSD), 23059 storm drain pump station SD -03, which Included replacing Envision existing pumps with three new each 31,500-gpm vertical ProfeSustainability Professional turbine pumps, installing new VFD's, trenchless relining of existing discharge piping, installing new gate valves, and OSHA 30 -Hour construction a installation of a new 1 -MW gas engine standby generator. Outreach Training p OSHA 40-HourHAZWOPER Paseo De Valencia Sewer Lift Station Rehabilitation. Certification Moulton Niguel Water District. Including removal of existing Confined space Training pumps and installation of two new pumps, piping and new Honors and Awards; electrical components. Project also included evaluation of It existing wet well structure and lining and recommendations for Recipient of Orange County structural and lining repairs. Engineering Counc l's 2o1z Young Engineer Award Azusa Avenue Sewer Lift Station. Ci of West Covina. City Redpient of 013DBIDi Western } Region's 2013 Distinction Project included removal of two existing pump stations and Award r constructing a brand new submersible wet well type pump station and controls, Including backup generator. Project also I professional Affiliations: included designing a by-pass system and providing sequence I American Public works of construction. I Association American Society of Civil Tiffany Pump Station. Garden Grove Sanitary District. i Engineers Project Manager in charge of design and engineering American waterworks calculations and developing 50%, 90% and final plans and Association specifications for replacing the existing Tiffany sewer pump Iranian American Society of station, influent gravity lines, and forcemain. Engineers and Architects IOrange county water Western Pump Station Replacement. City of Glendale Water 1 Association ;project & Power. Design and Construction Management of GWP's Management Institute existing pump station Including sizing a 200 hp and a 400 hp MMEM InTennAT'IGnAI Safe Kamangar, P.E., PMP, CCM, QSD 25B-42 PROPOSAL Y CrvicCenter5tormwaterLi(t5tationRenovoVonDesign5ervices ' horizontal split case pumps and motors, piping modifications, new electrical service, VFD's, instrumentation and controls. Portola Hills Lift Station Abandonment. Irvine Ranch Water District. Project Manager for preliminary and final design. This project consisted of abandoning the PHSLS, which is located near the intersection of Glenn Ranch Road and Saddleback Ranch Road. As part of the abandonment of the PHSLS, this project included Installing approximately 4,000 linear feet of new 12 -inch diameter gravity sewer, and Increasing capacity of 1,300 linear feet of existing 8 - inch sewer. The increase In capacity occurred in Glenn Ranch Road from Portola Parkway to Ellipse Street. It was proposed to remove the existing 8 -Inch line and replace it with a 12 -inch sewer in the same trench. Another option was to install 1,300 feet of 12 -inch sewer in a new alignment and abandon the existing line in place. Blandwood Rd/True Ave. Sewer Lift Stations Replacement. City of Downey — Resident Engineer for construction of a new sewer lift station to replace two existing stations, including wet well, pumps, wash down system, electrical and controls. Project also included constructability review and value engineering, which resulted in substantial changes in the original design for betterment of the project. Arantine Hills Sewer Improvements. City of Corona. Construction manager overseeing a team of 3 Inspectors and 2 project engineers, managing 3 separate contractors for construction of a new sewer lift station, overflow structure, forcemaln, and gravity sewer, for a total construction cost of $7M. Edgewater Sewer Lift Station, City of Huntington Beach - Construction manager for construction of a new wet well type sewer lift station, forcemain, piping, electrical and controls. Project includes construction of 30 -ft deep wet well structure less than two miles from coast line which required extensive dewatering and monitoring program, for a total construction cost of $4M. Algonquin Sewer Lift Station. City of Huntington Beach. Project Manager. Managed project that consisted of keeping operational of existing Algonquin Lift Station while constructing a new station adjacent to the existing one. Project included construction of concrete structure 35 -ft deep, construction of valving and metering vault, construction of new sewer mains, force mains, and manholes, installation of new power and control system, and provided start-up protocol and check list. La Bonita Park Water Facility. City of La Habra, Engineering Manager leading the design team for this $12M Water Facility Design/Build Project. project consists of construction of a new water reservoir, a new pump station with 5 vertical turbine 200 -hp pumps, construction of a flow control facility with three different operational modes (most complicated Cie Valve to date), equipping of a new well, construction of pipelines ranging from 8 -in to 24 -in, and site restoration and park improvements. San Joaquin Booster Pump Station. Laguna Beach County Water District Project Manager. Managed design and construction managementtinspection of upgrading District's existing Booster Station. Project included removal of two existing split -case pumps and installing three new vertical turbine booster pumps and removal and installation of new electrical system and controls, while keeping existing building intact and in service. ixteux Arlo Mt,. Safa Kamangar, P.E., PMP, CCM, QSD 25B-43 PROPWAL ` Civic Center StormwaterLiftStationRenovation Design, Services John Nagle, P.E. Principal -in -Charge Mr. Nagle has practiced in the field of civil engineering for many years and has extensive experience in planning, designing, and providing construction support services for major water and wastewater facilities. He has been responsible for the preparation of numerous construction plans, specifications and cost estimates for water and sewer pipelines, water pumping stations, wastewater lift stations, wells, and reservoirs. He has also prepared master plans for both municipal and private - sector clients for potable water, sanitary sewer, and recycled water systems. Mr. Nagle has used his combination of planning and design experience to prepare capital improvement programs, condition assessment studies, and engineering feasibility studies. He is a proven Team Leader and well- respected Project and Task Manager, committed to delivering technically sound and innovative design solutions. Project Experience Whittier Pumping Plant No. 2 Replacement Project, Pico Rivera, California. City of Whittier. Project Manager. Michael Baker provided design engineering services and construction phase support, including full-time construction management and inspection services, for the replacement of Whittier Utility Authority's (WUA) Pumping Plant No. 2, which was originally constructed in the 1930's. The new PP2 facility includes a new 18.9 -MGD pump station, with 17,500 gpm of pumping capacity to enable WUA to pump during off-peak periods and reduce power costs; two 2.2 -MG above -grade steel reservoirs to serve as the forebay and provide operational storage; a 6,400 - square -foot pump building, Including office space for water production and pumping plant personnel; new piping and control valves at off-site reservoirs; and upgraded SCADA and radio communication facilities throughout the entire WUA service area. OC -44 Pipeline Rehabilitation/Replacement Project, Orange County, California. Mesa Wafer District. Task Manager. Mesa Water District selected Michael Baker to complete a Rehabilitation/Replacement Evaluation and Cathodic Protection Study for the OC -44 Pipeline. The OC -44 pipeline runs approximately 8.6 miles through Orange County. Michael Baker provided a comprehensive plan to investigate the condition of the existing pipeline, evaluate repair and/or replacement strategies, and identify permitting and follow-on technical studies required to implement the recommended strategy. Final design (PSBE) was prepared for the selected alternative. Years of Experience: 31 Education/Training: M.S., 1996, Civil Engineering, Loyola Marymount University B.S., 1987, Civil Engineering, Loyola Marymount University Licenses/Certifications: Professional Engineer - Civil, California, 1991, 46972 Professional Engineer - Civil, Nevada, 2001,14762 Professional Engineer- Civil, Utah, 2009,7214109-2202 Professional Engineer - Civil, Arizona, 2009, 49684 Professional Engineer - Civil, Guam, 2015, CE 1850 Water Rights Surveyor, Nevada, 2001,1101 Professional Affiliations: American Public Works Association, Southern California Chapter, Member American Society of Civil Engineers, Orange County Branch / Los Angeles Section, Member American Water Works Association, Member Orange County Water Association, Member i Additional Projects: 0 R-28 Reservoir and P-27 a Pumping Station` I � R-29 (2760 Zone) Reservoir and P-29 Pumping Station ? SNWA 34OC-02 Hacienda Pumping Station Improvements i P C1244 Fries 2635 Zone Reservoir / 274.5 Zone Pumping Station INT[NnRnaNll John Nagle, P.E. 25B-44 PROPOSAL " ffit mq Civic CenterStormwaterLiftStatfonRenovation DeslgnServlces „! Charles Falzone, P.E. Project Engineer Mr. Falzone is a Civil/Environmental Engineer with experience in design of water and wastewater infrastructure with broad understanding of civil, mechanical, process, electrical and Instrumentation design of treatment plants and water conveyance. Project Experience Recycled Water Delivery System, Ontario, California. City of Ontario. Project Engineer. Responsible for process control narrative and start-up of the irrigation booster pump station. Michael Baker prepared plans, specifications, and estimates (PS&E) for the City's new backbone recycled water distribution system. The system includes over 10 miles of recycled water PVC pipeline ranging in size from 8 -inch to 24 -inch diameter, a new irrigation system booster pump to irrigate the Euclid Avenue center median; a new recycled water booster pump station required to deliver recycled water from Inland Empire Utilities Agency's 1059 zone to the City's new recycled water distribution high zone; preparation of a Title 22 Supplemental Engineering Report and California Environmental Quality Act (CEQA) documentation; and bidding and construction phase engineering support. Western Regional Trunk Sewer Rehabilitation, Orange County, California. Orange County Sanitation District. Project Engineer. Responsibilities included preparation of preliminary design memorandums addressing CIPP system, temporary pumping system, constructability Issues, and permitting requirements; and overseeing the preparation of the construction documents for rehabilitation of a 3 -mile long trunk sewer in the cities of Anaheim, Buena Park, and Cypress. Ventura County Waterworks District No."! 9 - Wells No. 2 Upgrades, Somis, California. Ventura County Water & Sanitation Services. Project Engineer. Michael Baker is providing final design, and construction assistance for wellhead equipping and oxidation -filtration treatment systems for two groundwater supply wells. Design services included a new chemical addition and monitoring system, three new pressurized filtration units, a sludge handling system, and electrical upgrades. Control design Included preparation of process and instrumentation diagrams and specification of control components to provide consistency with control components installed in existing district facilities. A new PLC system was designed that will control and monitor the existing Years of Experience: 7 Education/Training; M.S., 2010, Civil Engineering, University of California, Irvine B.S., 2009, Civil Engineering, University of the Pacific Llcensas/Certifications: Professional Engineer, California, 84048 OSHA Construction Safety & Health Certification Confined Space Training Professional Affiliations: California Water Environment Assocladon Orange County Water Association, Santa Ana River Basin Section Water Environment Federation Additional Projects: Condition Assessment and Evaluation of Moss Avenue Pump Station, Santa Monica 1, Rindge Sewer Pump Station Project, Redondo Beach 0 Lathrop MBR Wastewater Consolidated Treatment Facility, Lathrop i, Tapia Water Reclamation Facility Process Air Improvements, Calabasas r Onsite Wastewater Treatment System — LACFO Fire Camp 8, Malibu o Civfta Water Reclamation Facility, San Diego 0 Lift Station and Salt Water Pump Station Evaluation, Avalon ISSEM INTEIRAT90VAL Charles Falzone, P.E. 25B-45 PROPOSAL Civic Center 5tormwaterLiftStadonRenovation Design, Seryices well and booster pump, as well as the new chemical and filtration system. Michael Baker coordinated with the Districts operations and integration team to maintain the existing operation of the well and booster pump. MWRF High -Lift Pump 43 and Well 11 Motor Bearing Noises Evaluation, Costa Mesa, California. Mesa Water District. Project Engineer. Michael Baker is providing professional engineering services to assist the District In evaluating the motor bearing noise, providing engineering opinion, and recommendations for the appropriate repair and mitigation on a T&M basis at two vertical turbine pumps. The services include performing observation of the existing pumps and motors, evaluation of existing motor and pump data, and provision of engineering opinion regarding the motor bearing noise potential source and next course of action at the MWRF High -Lift Pump #3 and Well 11 sites, Potable Water System Improvements — LAUD Fire Camp 16, Sylmar, California. Project Engineer. Responsible for upgrades to the existing aging potable water system at the Los Angeles County Fire Camp 16 to improve reliability. The upgrades included rehabilitation of the booster pump station, design of over two miles of 6 -Inch force main, rehabilitation of two welded steel water storage tanks, and electrical upgrades. As Project Engineer, Mr. Falzone was responsible for completion of engineering calculations and design documents, as well as communication with project stakeholders. A hydraulic analysis of the existing and future potable water system was performed during the design. The booster pump station upgrades included complete replacement of the booster pumps, piping and valves, electrical gear, and a new control system. Hyperion Secondary Effluent Pump Station, Los Angeles, California. Project Engineer. Mr. Falzone performed preliminary design for the Hyperion Secondary Effluent Pumping station (HSEPS). The HSEPS Is a critical facility for West Basin MWD, as it Is their sole source of Influent to the Edward C. Little Water Recycling Facility. Project upgraded pumping capacity from 45 MGD to 80-120 MGD through a phased approach and modified the existing 60 -inch diameter, 10,000+ foot long force main. Project highlights include addition of two 800 hp pumps and two new wet wells, mechanical design, design of deep concrete structures in limited space, construction sequencing to minimize downtime, electrical upgrades including design of secondary power source and new medium voltage VFDs, CFD and field analysis of existing and proposed wet wells, surge analysis of forcemain, instrumentation and control design, traffic control, and coordination with LACSD and LADWP for work on existing facilities. Pacific Grove Local Water Project, Pacific Grove, California. Project Engineer. Responsible for engineering calculations, construction documents, and construction administration for a 250,000 GPD Water Reclamation Facility for the City of Pacific Grove. The WRF consists of an Influent pump station, headworks, complete membrane bio -reactor, UV disinfection, and rehabilitation of two existing tanks for effluent storage. The WRF was designed with a small 1600 SF footprint, which included the mechanical room, process tanks, headworks, and electrical room. The project's recycled water and sewer distribution system included pump stations, force mains, a diversion structure, and gravity sewers to convey water and wastewater to/from the WRF. Mr. Falzone performed hydraulic analysis to determine layout of the sewer and recycled water distribution systems, and aided in permitting, construction, and start-up of the facility. 1MRIn110e•c Charles Falzone, P.E. 25B-46 P"PDSAt Civic Center StormwaterUftStationRenovation DeslgnServices s u John Moynier, CEP, CFM QC Manager John has over 36 years of experience in the environmental planning, floodplain management, and water resource fields. He has a strong background in local agency operations and management, and has split his career between the public and private sectors. Specifically, John is a recognized expert in integrated water resource planning and flood risk assessments, as well as the preparation of analyses conducted under the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA), as well as compliance with the National Flood Insurance Program (NFIP) and SB 92 inundation mapping. John serves on the Board of Directors for the Floodplain Management Association (FMA) and the National Association of Environmental Professionals (NAEP). He is a Certified Environmental Professional (CEP) and a Certified Floodplain Manager (CFM). John is a Vice President with Michael Baker International and manages the firm's water resources practice in southern Califomia. Project Experience Long -Term Facilities Plan PEIR, OCWD, Orange County, California (Project Manager). John served as Project Manager for a Program EIR prepared for the District's Long - Term Facilities Plan (LTFP, which analyzed the alternatives available for the Groundwater Replenishment Program. Area Drainage Master Study (ADMS), Flood Control District of Maricopa County, Wickenberg, Arizona (Project Director). John served as Project Director for an Area Drainage Master Study (ADMS) for the Town of Wickenberg. The purpose of the Wickenburg ADMS was to quantify the extent of drainage and flooding problems, sources, and hazards in the planning area, and develop alternative solutions to mitigate concerns. Flood Risk Assessment! Conditional Letter of Map Revision (CLOMR), SMUD, Sacramento, California (Project Manager). John served as Project Manager for a flood risk and levee assessment report conducted for a proposed new Corporate Yard facility for the Sacramento Municipal Utility District, as well as the development of a Conditional Letter of Map Revision (CLOMR) for the project. Veeh Lake Inundation Mapping and Dam EAP, Laguna Hills, CA (Project Manager). John is serving as Project Manager for an inundation map and Dam emergency action plan (EAP) to comply with the requirements of SB 92 for a private lake in the San Diego Creek watershed. Years of Experience: 36 Educadonrrraining: M.A., 1983, Computer Assisted Cartography, University of California at Los Angeles B.A.,1981, Geography - Ecosystems, University of California at Los Angeles Licenses/Certificatlons: Certified Environmental Professional (CEP), USA, 2014,1114041431 Certified Floodplain Manager (CFM), USA, 2008, US -08- 03663 Professional Affiliations: Floodplain Management Association (FMA) National Association of Environmental Professionals (NAEP) ixrpexA„e,AL John Moynier, CEP, CFM 25B-47 , / 'Ji 'i _ Civic Cerrtar5tonmvoterLiftStotion Renovation Design Services On -Cali Flood Risk Consulting, The Olson Company, Orange, California (Project Manager). John served as Project Manager for an on-call flood risk consultation services for The Olson Companies projects in Orange County. On -Call Services, City of Pasadena Water and Power, Pasadena, California (Principal). John served as PIC for an on-call contract to provide water, Floodplain Delineation Study (CTP), Placer County Flood Control Agency, Placer County, CA (Project Manager). John served as Project Manager for a floodplain delineation study funded through FEMA's Cooperating Technical Partners (CTP). Services included base map development using LiDAR data, conducting hydrologic and hydraulic modeling, and preparation of floodplain delineations. Central Valley Floodplain Evaluation and Delineation (CVFED) Program, California DWR`, Merced County, CA (Project Manager). John served as Project Manager for a team contracted to accurately map the flood risks n the upper San Joaquin River region of California's central valley. RiskMAP Program, STARR2 JV Team, FEMA Region IX (Technical Advisor). John is serving as a Technical Advisor and as part of the overall management team for the STARR2 JV team in providing RiskMAP flood risk mapping services. Technical Assistance to the Office of Environmental and Historic Preservation (OEHP), FEMA Headquarters, Washington D.C. John served as a technical advisor to FEMA's Office of Environmental and Historic Preservation (OEHP) with regards to proposed modifications to the NFIP. John also served as Technical Lead for the development of a Nationwide programmatic EIS to support the proposed actions. America's Cup 34 Flood Risk Assessment, Oracle Racing, San Francisco, California (Project Manager). John served as Project Manager for a flood risk and coastal flood hazard engineering analysis for the America's Cup 34 event in San Francisco. Integrated Regional Water Management Plan (IRWMP), Los Angeles County, Los Angeles, California (Project Director). John served as Project Director for development of the LA County Integrated Regional Water Management Plan. Program Management for FloodSAFE California, California DWR, Sacramento, CA (Technical Lead). John served as a key member of the FloodSAFE California internal strategic team charged with Implementing the planning components of California Bond Measure 1E and Proposition 84. On -Call Floodplain Management Consulting, San Diego County, San Diego, CA (Technical Lead). John served as Technical Lead for two consecutive on-call contracts with San Diego County to provide assistance with issues related to the National Flood Insurance Program (NFIP), Including assistance with the Community Rating System (CRS), and development of a Floodplain Management Plan. i n r e n x., i o x e L John Moynier, CEP, CFM r PROPOSAL S wry Civic Center 5tarrnwoterLift5tatfonRenovation Design:Services 1 *" Mujahid Chandoo, P.E. Hydrology / Hydraulic Review Mr. Chandoo has extensive experience in surface water R management. His areas of expertise include hydrology, hydraulics, sediment transport and advanced modeling. He has Years of Experience: 12 been involved with a variety of projects including, but not limited ! to, storm drain master plans throughout Southern California, f Edu EduwgonfTraining: 2006, Civil Engineering, storm drain design, FEMA processing, sediment transport I California state university at modeling, environmental documentation, and large scale 2- j Fullerton dimensional floodplain studies.Mr. Chandoo has extensive A.S., 2003, Mathematics, experience in using advanced hydraulic 1 D12D modeling for Fullerton College surface and sub -surface flooding analysis. ; ; Licensesiceroucations: Professional Engineer - Civil, Project Experience I California, 2010, 76633 Santa Ana Storm Drain Master Plan, Santa Ana, California. Professional Affiliations: City of Santa Ana. Engineer responsible for hydrology and American Society of Civil hydraulics analysis. Michael Baker provided professional Engineers, Los Angeles engineering services to update the city's storm drain master I section/ orange County plan. The city has an established drainage system with some Branch, Member segments over 50 years old and other segments recently Engineers Without Borders constructed. Michael Baker analyzed the main line drainage i I (EWB),Orange County, Kenya ream - 'travel Member , system and prepared a hydrology study along with maps for the I Environmental water entire city boundary and for individual sub -areas for 2-, 10-, 25-, Resources Institute titute (EWRI), I and 100 -year stone events. The capacity of the existing storm orange County, President drainage was evaluated to determine system capacity (November 2013 -October sufficiency using a hydrodynamic hydraulic model. A 2014) comprehensive list of needed storm drainage improvements i Environmental &Water was then generated. Michael Baker performed a hydraulic Resources Institute (EWRI), I analysis to size sufficient storm drain fines and provided an orange county, Past i ESRI ARCGIS geodatabase of city storm drain facilities, President - 2016 Including storm drain pipes, city -owned drainage channels, Environmental & water manholes, catch basins, and culverts. Michael Baker used the Resources Institute (EWRI), Treasurer(October Bentley software hydrodynamic hydraulic model CivilStorm, 2012 -October 2013) which uses hydrographs with in the hydraulic model to determine adequate pipe sizing. Midway City Street and Storm Drain Master Plan and Improvements, Midway City, California. County of Orange. Engineer responsible for hydrology and hydraulic modeling, facility alignments and sizing, and cost estimating. Michael Baker provided professional services for the preparation of drainage and street master plans for the recommendation of Improvements for the Midway City area of unincorporated Orange County to alleviate flooding within a residential area by designing roadway rehabilitation improvements and installing storm drain malnline and local improvements to convey the area storm drain runoff, and to provide Increased protection for motorists and pedestrians. Michael Baker's services included LZEUM 1"Tt"MATIONAL Mujahid Chandoo, P.E. 25B-49 ti PROPOSAL Civic Center 5tormwoterLiftStotionRenovation Design Services E # hydrology and hydraulic modeling, planning, alternatives evaluation, and final design and cost estimates for approximately 4.6 miles of street rehabilitation and storm drain facilities. Dominguez Channel Watershed Study, Los Angeles County, California. Los Angeles County Department of Public Works. Project Manager. Michael Baker is providing engineering services to prepare a comprehensive flood hazard analysis for the Dominguez Channel Watershed. Dominguez Watershed is approximately 75 -square miles and drains the southwest portion of Los Angeles County. Dominguez Channel originates near the Los Angeles International Airport (LAX) and extends to the Los Angeles Harbor running a length of approximately 19.5 miles. The purpose of this study Is to evaluate the hydraulic capacity of the existing levees along the channel and to identify deficiencies In Federal Emergency Management Agency (FEMA) requirements. Heritage Fields Drainage and Water Quality Master Plans, Irvine, California. Fivepoint Communities (formerly Heritage Fields E/ Toro, LLC). Engineer responsible for hydrology analysis to determine Impacts of the proposed development (850 acres) within the six regional watersheds (Marshbum, Bee Canyon, Ague Chinon, Borrego, Serrano, and Upper San Diego Creek). Tasks Included updating the land plan using Geographic Information System (GIS), determining the stage -storage for Agua Chinon and Marshburn retarding Basin and performing the rational and unit hydrographs with/without basins to meet Orange County criteria. Michael Baker provided regional hydrology, master planning of backbone facilities, and GIS mapping for the overall Heritage Fields project. The project encompasses 850 acres of the former EI Toro Marine Corps Air Station and borders the Great Park. It will provide approximately 1,100 residential dwelling units together with two golf courses, riparian corridors, lake features, and trail connections. The master plan of drainage included six regional watersheds (Marshbum, Bee Canyon, Ague Chinon, Borrego, Serrano, and Upper San Diego Creek) passing through the project site and a master plan of water quality for all districts of Heritage Fields, Master Plan of Storm Drainage for North and West Santa Ana River Tributary Areas, Anaheim, California. City of Anaheim. Engineer responsible for hydrology analysis which included watershed delineation and discharge for the hydraulic analysis. Storm Drain As -Built drawings were obtained from the City of Anaheim and were analyzed with the new discharges using WSPG. Storm drain systems were proposed if the existing system was inadequate. Michael Baker was selected by the City of Anaheim to prepare an updated comprehensive storm drainage master plan for the North and West Santa Ana River tributary areas. The new plan was based on previous studies for the areas, updated to account for current hydrology methods, new hydrology modeling in areas without existing studies, improvements to the storm drain and tributary channel systems, and the latest land use planning. The new plan will model existing storm drainage systems from as -built plans and identify deficiencies in the existing street sections and storm drain systems based on the results of the hydrology and hydraulic analyses. 14 T e I N 0 T 10 0 A L MUjahld Chandoo, P.E. 25B-50 PROPOSAL Civic Center StormwaterlijtStationRenovation Design Sorvicts Karl Meier, P.E. Technical Review Mr. Meier has extensive experience in the preparation of construction plans, specifications and cost estimates for large water, wastewater, and storm water projects. Mr. Meier's previous employment as the Engineering Manager of a southern California water district has provided him with an advanced understanding of water distribution facilities and operations. Mr. Meier has collaborated on comprehensive master plans for domestic water distribution systems and wastewater collection systems for planned residential and commercial developments, as well as for large municipal systems. He also has construction management experience related to public works including water Infrastructure, park improvements, and ADA improvements. Mr. Meier is an expert with a variety of software applications. Project Experience North Bank Lift Station Upgrades, San Buenaventura, California. City of San Buenaventura. Project Manager. Responsible for developing a Preliminary Design Report (PDR) to analyze existing operation and maintenance issues and Identify upgrades required to allow this existing dry-pit(wet pit sewage lift station and 4,300 it long 14 -inch force main to accommodate peak flows generated by future planned development. Detailed analyses and evaluations of the existing lift station wet well, suction piping, discharge piping, force main, pumps and electrical system were conducted with deficiencies and capacity limitations identified. Upgrade alternatives were identified to alleviate the identified deficiencies and capacity limitations with cost estimates prepared for each alternative configuration proposed. In addition to the detailed analyses and the preparation of a comprehensive PDR, two workshops with City operations and maintenance staff were conducted to discuss on-going maintenance and operation issues so that these items could be Incorporated into the proposed upgrade alternatives. Los Alamitos Pump Station and Retarding Basin, Orange and Los Angeles Counties, California. Orange County Water District Engineer. Michael Baker prepared plans, specifications, and estimates for a new 800 cfs storm water pump station with engine driven pumps to replace the existing Los Alamitos facility for the County of Orange. The project Included four natural gas engine driven mixed flow pumps, and a sump pump system with a capacity of 3,000 gpm. Work Included preparation of a value engineering report, final engineering report, hydrology and hydraulic routing, best management practices for Improving water quality, inspection Years of Experience: 16 ?.. fi Educatlonrrraining: B.S., 2003, CNiI Engineering, New Mexico State University LlcenseslCertffications: Professional Engineer - Civil, California, 2007, 71713 Professional Engineer - Civil, Washington, 2015, 52372 Construction Quality Management for Contractors, 2018, SPK-USACE-02-18- 00050 OSHA 30 -Hour Construction Outreach Training r Professional Affiliations: American Society of Civil Engineers I a r 9 4 Nn a 0 A l Karl Meier, P.E. 25B-51 PROPOSAL�qk Civic Center 5tarmvaoterLiftStationRenovation Deslgn5etvices and analysis of existing 2,400 If of 54 -Inch discharge piping, Phase I and II environmental assessments, geotechnical investigation, CEQA, permit processing, and coordination with agencies and homeowner associations. Michael Baker also provided structural design for the new facility. The structure is an above grade engine room and pump room with a below grade wet well leading to the retarding basin with an inlet apron and series of trash racks. Pure Water Program - Miramar Pump Station and Pipeline, San Diego, California. City of San Diego. Project Manager. As part of the Phase I North City Pump Station and Pipeline project, Michael Baker provided final design of 3.5 miles of 48 -inch welded steel water pipeline that will convey advanced treated water for surface water augmentation from the City's North City Treatment Reclamation Plant to the Miramar Reservoir. The project is part of the phased, multi-year San Diego Pure Water Program, which will provide one-third of the City's water supply locally by 2035. The pipeline section designed by Michael Baker includes two trenchless sections and one aerial span above an existing railway facility. Michael Baker also provided all permitting and processing services related to the pipeline, the de -chlorination facility, and the pure water pump station. Eastern Service Area Secondary Connection Project (ESA SCP), San Diego County, California. Padre Dam Municipal Water District. Project Engineer.Michael Baker provided civil engineering and design services for the $12 million Eastern Service Area Secondary Connection Project (ESA SCP). Michael Baker prepared a preliminary site grading contract to clear the site of cultural resources and performed final engineering design of a new 20 -inch supply pipeline, 20 -inch discharge pipeline (with 1-8 tunnel crossing), 1.75 MGD circular pre- stressed concrete forebay reservoir, 12 MGD pump station, 9 MGD flow control facility (FCF), standby generator, Instrumentation and controls, and SCADA improvements. Work also Included a surge analysis, corrosion control, geotechnical engineering investigation, and permitting with the County of San Diego and Caltrans. Lamanda Park Booster Pump Station, Pasadena, California. California American Water. Project Engineer. Michael Baker provided professional engineering services to the California American Water Company for the design of pump station Improvements at the Lamanda Park Booster Station. Improvements consisted of the installation of a new 2,300 -gallon -per -minute vertical turbine pump equipped with a variable speed drive, and yard piping and valving necessary to provide additional supply to the Lamanda Park Elevated Gradient Zone. Michael Baker's services included hydraulic calculations, pump sizing and selection, and the preparation of design plans and specifications. Interstate 5 Gateway Project, Orange County, California. Orange County Transportation Authority (OCTA). Assistant Engineer. Responsible for water resources engineering. The Route 3 /5 Separation Pumping Plant was designed to pump storm water runoff from the 1-5 freeway to offsite water quality basins. The pumping plant was designed with a total of three pumps for a combined maximum pumping capacity of approximately 47 cfs. Two larger pumps discharge into a nearby gravity storm drain system while the smaller pump discharges through a force main to a water quality basin. Michael Baker provided engineering services for the widening of 1-5. As primary subconsultant, Michael Baker provided traffic handling, signing, lighting, striping, and traffic electrical plans; structural and aesthetic design plans for the replacement of 1-5/Beach Boulevard and 1-5/Stanton Avenue overcrossings; and design plans for the replacement of the Route 39/5 Separation Pump Station to provide sufficient stormwater drainage for the project area. IN TAR RAT I URAL Ked Meier, P.E. 25B-52 PROPOUL Civic Center Stormwater LiftStation Renovation Destgn5efvlces Jerome Ruddins, C.C.fM., QSP, CISEC Constructability Review As Construction Management Department Manager, Mr. Ruddins is responsible for managing construction managers and inspection personnel on projects of various levels of complexity and intensity. He possesses many years of construction management and inspection experience and has been responsible for the construction administration and Inspection of over $2.5 billion of public works construction projects. He worked extensively with the Caltrans Standard Specification and Construction Manual. Throughout his career, Mr. Ruddins has worked hand-in-hand with Caltrans Compliance Officers on federally funded projects preparing, analyzing, and presenting change orders, force account work, coordinating the monthly field file audit, and the final construction file. As a Construction Manager, he has worked closely with Resident Engineers coordinating RFI's, submittals, material testing and inspection, and field survey. He has also chaired construction site meetings, reviewed schedules, quantity calculations, and pay estimates. Other responsibilities include quality control of inspection, utility coordination, constructability reviews, value engineering, specification quality control, and construction safety. He has attended seminars on construction claim mitigation, sat on claim review panels, and worked closely with legal counsel to mitigate claims. Mr. Ruddins has extensive experience in special funding projects, such as FAU, HES, ISTEA, and Assessment Districts, Mr. Ruddins was the primary contact during the construction phase of projects in several different cities. His experience includes construction management of reservoirs, dams, water and sewer pipe lines, pump stations, lift stations, water and wastewater treatment plants, storm drains, drainage channels, public buildings, Infrastructure projects, bridges, retaining walls, ball fields, concrete pavement, grading, landscaping, reinforced concrete boxes, A/C, PCC, traffic signals, and street lighting. Project Experience Highland Booster Station Upgrade, Yorba Linda, California. Yorba Linda Water District. Construction Manager. Responsible for construction management. Michael Baker provided engineering design and construction management and inspection services for upgrades to the Highland Booster Station. The pump station was increased to a total capacity of 15,000 gallons per minute, and the project Included modification of two of the four electric driven motors and pumps. The project also included the addition of a natural gas - driven backup generator and potential for increasing the Years of Experience: 34 Educationrrralning: B.S., 1885, Construction Management, California State University at Long Beach Licenses/Certifications: Certified Construction Manager, 2014, 3172 Hazardous Waste Operations and Emergency Response, 2015,14461134 Certified Inspector of Sediment & Erosion Control, California, 2011, 0783 OSHA 30 -Hour Construction Outreach Training, 2008 Qualified SWPPP Practitioner (QSP), California, 2011, 21030 Professional Affiliations: American Construction Inspectors Association, Los Angeles Basin, Member American Public Works Association, Member American Water Works Association, California - Nevada Section, Member Construction Management Association of Amerioa, Southern Califomla, Member INTgngAilqqFl Jerome Ruddins, C.C.M., QSP, CISEC 25B-53 PROPOSAL ` Civic CentarStormwaterLi ftStation Renovotion DasignSeivices pumping capacity of the two remaining electrical driven pumps by 2,000 gallons per minute in the future. Arroyo Simi Lift Station, Moorpark, California. Ventura County, Construction Manager. Responsible for construction management. Michael Baker provided engineering design for the replacement of an undersized sewer lift station in a high-growth area in the City of Moorpark. Michael Baker prepared the preliminary design report to Identify the conceptual design, key issues, and design parameters for the new lift station. Michael Baker designed the new 11.8 - million -gallon -per -day lift station to meet current and future sewer flows in a rapidly expanding residential area. Additionally, the pump selection accounted for a future parallel force sewer main. Michael Baker prepared electrical plans, specifications, and cost estimates for the 35 -foot - deep lift station, which Included a motor control center, new piping, surge tank, lighting, emergency backup power generator, and other site improvements. Additional construction management services included providing shop drawing review and responses to contractor requests for information. Deerhill Pump Station, Oak Park, California, Ventura Regional Sanitation District. Construction Manager. Responsible for construction management. Michael Baker designed a new booster pump station for recycled water. The station was located in a below -grade structure and included a motor control center, retaining walls, and off-site piping Improvements. The station was designed to minimize visual and noise impacts to nearby residences. Michael Baker prepared a detailed landscape plan to hide above -grade facilities with the natural hillside. The hydraulic design included studying transient pressures in the upstream and downstream closed system. City of Beverly Hills Reverse Osmosis Water Treatment Plant, Beverly Hills, California. City of Beverly Hills. Construction Manager. Responsible for construction management. Michael Baker served as program manager for a design -build -operate -finance (DBOF) project for the City of Beverly Hills that consisted of a 3.0 -million -gallons -per -day reverse osmosis treatment facility, five production wells, transmission main, and public works offices and departments, such as painting room, parking meter coin collection center, and machine shop. Michael Baker was responsible for overseeing the preparation of all documents required to execute a DBOF contract and completion of preliminary facility design, construction management, and construction inspection. Arlington Desalter Enhancements, Water Treatment Plant Project, Pipeline 1 Project, and Pipeline 2A and 2B Project - Construction Management, Corona, Norco, and Riverside, California. Santa Ana Watershed Project Authority. Construction Manager. Responsible for construction management. Michael Baker provided public works construction management, construction inspection, program management, and design services for Improvements to a water treatment plant, 25,000 linear feet of 30 -Inch ductile iron pipe, and 25,000 linear feet of 30 -inch steel pipeline in the cities of Corona, Norco, and Riverside, California, to provide potable water to the Western Riverside County area with facilities proposed north and east of the I- 151S.R. 91 interchange. I N, E R M 1!l Y if A Jerome Ruddins, C.C.M., QSP, CISEC 25B-54 PROPOSAL Civic Center 5tormwoterLi(t5totionRenovation Designs ervices Marek Przywara, P.E. Lead Electrical Engineer y Mr. Przywara has served as a project manager and/or s electrical/controls engineer on the numerous water/wastewater gg facilities Including wastewater treatment plants, pump stations, f Years of Experience: 34 sewer stations, reservoirs, solid waste facilities, desalt plants, etc. Duties included overall responsibility for engineering, EducatloNTreining: M.S., 1974, Electrical project management, development and design implementation, Engineering, AGH University supervision and approval of documentation and drawings, of Science & Technology calculations and analysis, schedules, specifications, cost B.S., 1972, Electrical estimates, and coordination with vendors and clients. Mr. Engineering, AGH University of Science &Technology Przywara has provided electrical and controls engineering and project management services for water and wastewater districts, ; Licenses/Certifications: municipalities, and utilities. ° Professional Engineer- Electrical, California, 1994, a Project Experience 14537 Civic Center Stormwater Lift Stations — Preliminary Study, ProfessionalEngineer -n, ro a Santa Ana, California. City of Santa Ana. Electrical Engineer. eesssional zoos, 46104 i Michael Baker was retained by the City of Santa Ana to perform a preliminary study of two stormwater pump stations 3 Additional Projects: located within the Civic Center area. Both pump stations have 0 Whittler Pumping Plant No. 2 been experiencing leakage and flooding problems during the EI Replacement Nino season of 2016 and the City intends to upgrade the lift 3 � Mesa water District, Well stations before the next large storm event. The preliminary 9 P ry Automation and Rehabilitation Project, Costa Mesa study included on-site Inspections and visual assessments of r Sunflower Pump Station, the structure, electrical equipment, mechanical equipment, and Fountain valley, orange general conditions of each facility and provided proposed county sanitation District z recommendations. i, San Vicente Pump Station, San Diego County Water North Bank Lift Station Upgrades, San Buenaventura, Authority x California. City of San Buenaventura. Provided QA/QC for the 0 Sewer Pump Station 35, City r project design and evaluated project constructability. Michael r of San Diego Baker developed a comprehensive PDR that considered four � B 649 Wastewater Pump F Station Rehabilitation at Naval upgrade alternatives and corresponding cost estimates to I Pg P 9 I Air Station North Island, San address both capacity limitations and operation and Diego maintenance issues. Michael Baker then completed final 1 r B 356 Wastewater Pump design of the selected upgrades which consist of.. i Station Rehabilitation at Naval Air Station North Island Removal of three (3) existing VFDs and installing four (4) 65th & Herrick Pump Station, new PowerFlex 753 VFDs. California. City of San Diego • Installing new wiring between new VFDs and new motors. ! ' Tract 5325 Warwick Pump Installing additional digital input and analog output card for , Station Couser Canyon Pump Station,•_ PLC. Valley Center Municipal Water: • Providing 1/0 connection Diagram for the SCADA District Integrator to program existing PLC. • Removal of existing in-line grinder electrical distribution and control panel and wiring. I i n r e n x Ar i a x u Marek Przywara, P.E. 25B-55 PROPOSAL Civic CenterStorinivoterUftStationRenovation DesignServices r y' • Removal of three (3) existing pumps and motors and install four (4) new vertical shaft driven dry pit screw type pumps and motors equipped with flywheels. • Removal of three (3) existing in-line grinders and install 8 -inch diameter suction pipe and eccentric reducers at all four (4) pump locations. • Removal of existing 4 -inch and 6 -inch discharge pipe and valves at three (3) pump locations and replace with 8 -inch diameter discharge pipe, plug valves and eccentric reducers at all four (4) pump locations. • Removal of existing 6 -Inch swing check valves and replace with 8 -inch non -slam rubber flapper swing check valves. Avalon Catherine Booster Station and Pebbly Beach Lift Station CIP Projects, Avalon, California. City of Avalon. Electrical Engineering Task Manager. Michael Baker provided design and construction services for the Avalon Sewer CIP Electrical Improvements Project that consisted of upgrades to electrical infrastructure for the Catherine Booster Station and Pebbly Beach Lift Station, Including City SCADA integration. The Catherine Booster Station required replacement of the existing Motor Control Center (MCC) line-up with a new MCC panel and included the following tasks: removing of existing MCC panel and replace with new NEMA 4X rated MCC. MCC panel line-up included the control panel with Mission Communication RTU and SCADA communication equipment; replacing existing cables to (2) 120 HP booster pumps; replacing main 400 amp feeder incoming to the new MCC panel; reconnecting all existing equipment to new panel including ATM power next to panel; reconnecting existing instrumentation, control and signal wires to new panel terminal strip; providing conduits entering or leaving the vault with the approved duct seal. The project also included heater/fan system to prevent condensation; panel lighting and duplex 20A 110 VAC power plug; Ethernet switch; phone jack to access existing telephone connection and Sensaphone RTU; spare 1/0 cards for future SCADA upgrade in panel, etc.; and providing specification and engineering cost estimate. The Pebbly Beach Lift Station required removal of the existing Edison Meter Switchboard and electrical distribution equipment from the vault and Installing the new NEMA 4X rated meter main and distribution equipment above ground level. The project included the following tasks; coordination with SCE; removal of existing NEMA 1 rated Edison Meter Switchboard from the dry pit and replace it with new 250 Amps NEMA 4X rated Metered Switchboard; intercepting existing Edison conduit and re-routing to new meter panel; removal of NEMA 1 rated City - owned Auto Transfer Switch (ATS) from the dry pit and replace it with new 250 Amps NEMA 4X rated above ground ATS; removal of sub panel and step down transformer from the dry pit and replaced it with NEMA 4X rated Mini Power Center (MPC) panel above ground; replacement of non -explosion proof lights, receptacles, sensors and auxiliaries with the explosion proof equipment in the dry pit; providing explosion proof fittings/seals for all cables entering or leaving the vault (dry pit). La Sierra Pipeline and Pumping Station Project, Riverside County, California. Western Municipal Water District. Provided QA/QC for the project design for electrical and control systems and evaluated project constructability. Michael Baker is providing engineering and design services for La Sierra Pipeline and Pumping Station Project. The client provides drinking water to customers located within a 510 -mile district of western Riverside County. Water resources include treated surface water and treated groundwater. The surface water is imported from Northern California and treated at the Mills water treatment plant. The local groundwater is treated at the Chino II Desalter and the Arlington Desalter. Michael Baker assisted in designing facilities to transfer treated groundwater to a residential area of the district where customers are currently receiving water from the Mills water treatment plant only. ,xrcnnnnen,L - Marek Prcywara, P.E. 25B-56 r PRl7Prl5AL � �� ' Civic Center StormwoterLiftStadonRenovation DesignServices fa2 a Yee Ping See, P.E., LEED AP Electrical Engineer Mr. See has over 20 years of professional experience, both domestic and international, in water/wastewater Infrastructure, power generation & distribution, emergency backup power systems and construction support. He Is specialized in design of electrical systems for water and wastewater facilities including power distribution, control design, and emergency generator Installations. He has provided design plans and specification packages for pump stations, wells, sewage lift stations and water/wastewater treatment facilities. Yee Ping is experienced In electrical system inspections during construction to ensure compliance with plans and specifications, responding to contractor Requests for Information, and coordination of electrical utility services to accommodate new and upgraded facilities. He is also experienced with designing control systems including Process and Instrumentation Diagrams, He has provided engineering for new and upgraded power service and distribution, installation of new VFDs for well pumps and RO feed pumps, as well as new SCADA system design and Integration. Project Experience Coronado Transbay Lift Station Variable Frequency Drive / Switch Gear Replacement and Genset Installation, Coronado, California. City of Coronado. Electrical Engineer. Provided design services and construction phase assistance for the Coronado Transbay Lift Station Variable Frequency Drive (VFD)/Switch Gear Replacement and Genset Installation project. Provided complete design for replacement of aging electrical switchgear, relocation of the existing SCADA panel, replacement of aging pump motors with new Inverter -duty motors, replacement of unsupported variable frequency drives, replacement of the pump control system with new PLC controller and updated redundant level control system, replacement and update of the dry well ventilation system and gas monitoring system, installation of new 350 kW diesel generator set and automatic transfer switch. Orange County Groundwater Storage Program, Orange County, California. Orange County Water District. Electrical Engineer. Developed project specifications and prepared and performed design activities, including motor control centers, switchboards, panels, transformer, conduit, wiring, and grounding. Prepared design sketches for drafting and incorporation into design criteria. Michael Baker provided engineering plans, specifications, and estimates for the design Years of Experience: 20 EducaticnlTraining: B.S., 1999, Electrical Englneering, Western Michigan University Licenses/Certifications: Professional Engineer - Electrical, California, 2003, 17163 LEED Accredited Professional, 2009 Professional Engineer - Electrical, Nevada, 2009, 19899 Professional Engineer - Electrical, Saudi Arabia, 2013, 160496 Professional Engineer - Electrical, Adzona, 2018, 66471 I NTIX0 AT 1011 AL Yee Ping See, P.E., LEED AP 25B-57 FROP0SAhL Civic CenterStormwaterLi(f5tationRengvationDesign5eriices h" , of eight groundwater extraction wells. The wells ranged from 2,000 to 4,500 gallons per minute and included water-cooled variable-frequency drives, moveable buildings, disinfection, and decorative buildings. Baker Regional Water Treatment Plant, Lake Forest, California. Irvine Ranch Water District. Electrical Engineer. Michael Baker was the lead consultant for the Baker Regional Water Treatment Plan (BRWTP). For a number of years, water agencies in South Orange County have investigated alternatives for improving both water supply and water system reliability. These agencies determined that a local treatment plant utilizing untreated surface water from Metropolitan Water District as its source of supply would be the preferred alternative. Michael Baker provided preliminary and final design services for the BRWTP. The plant is sized for a capacity of 28 mgd and will utilize microfiltration as the primary method of treatment. Additional project components include raw water pump station; raw water pump station for Trabuco Canyon Water District; pretreatment, including chlorine dioxide and coagulant; pressurized MF membranes; UV disinfection; chloramination; backwash recovery system; solids handling facilities; DYK reservoir modifications; and product water pump station. High Level Pump Station and Centralized Power Generation, Pittsburg, California. City of Pittsburg. Electrical Engineer. Engineering design and controls for a second large pump station at the City's Water Treatment Plant, including incorporating a 2000Kw natural gas engine generator In the pump station building. The project combined several electrical meters on the site into a single large service that included the generation to not only provide emergency backup power for the entire complex but also gave the City ability to produce their own power during peak summer months when electric rates are high. The equipment included momentary paralleling switchgear to offer bumpless transfer between sources. Ramsgate 1701 11801 Pump Stations, Lake Elsinore, California. Elsinore Valley Municipal Water District. Electrical Engineer. Michael Baker provided design services for the 1701 and 1801 pump stations, which are part of Phase I water facilities for the new Ramsgate Community in Lake Elsinore, California. The 925-gallon-per-minute 1701 pump station and 4,000- gallon- per-minute 1801 pump station are located on the same site as the 1601 reservoir. Design services included pumps, valves, piping, and appurtenances, surge tank, motor control center, emergency generator set, cathodic protection, piping, pump station building, masonry block wall, site security and an on-site chlorine generation system. Archibald Pump Station, Chino, California. Electrical Engineer. Developed project specifications and cost estimation. Prepared and performed design activities, works Included photometric analysis, conduit and wiring sizing, schematic and PLC design, metered pedestals and utility coordination, sizing circuit breaker and protective devices. Ontario Pump Station, Ontario, California. Electrical Engineer, Michael Baker provided engineering for design of the Ontario pump station to facilitate the distribution of water from the Chino Basin Desalter Authority to the City of Ontario's Eighth Street pressure zone. I n r c e n Ir i a N e i Yee Ping See, P.E., LEED AP 25B-58 PROPOSAL Civic Center Stormwoter Lift Station Renovation Design Services Richard Davis, P.E. Electrical Engineer Mr. Davis has extensive experience in electrical power and signal systems design Including: medium voltage aerial and underground designs; switchboard and MCC layouts; lighting design; coordination with other consultants and utilities; specification preparation; construction administration; and short circuit and coordination studies. The projects he has worked on Include pumping plants, wastewater reclamation plants, water treatment plants, laboratories, industrial facilities, educational, healthcare, and military installations. Project Experlence R18 Reservoir Project, Chino Hills, California. CifyofChino Hills, Electrical Engineer II, QA/QC. Provided QA/QC for the design of a new 3MG reservoir for the Intermediate Zone of the City's potable water distribution system. The project included electrical power and instrumentation design for the new tank structure, electrical utility coordination with the City and Southern California Edison. Construction of this project Is scheduled to be completed in 2019. La Sierra Pipeline and Pumping Station Project, Riverside County, California. Western Municipal Water District. QA/QC. Provided QA/QC for the project design for electrical and control systems, evaluated project constructability and provided construction phase engineering services. The project Includes four 700 hp vertical turbine pumps driven by electric motors with space for two additional pumps, two 700 hp vertical turbine pumps driven by natural gas engines, a 1 megawatt (MW) diesel standby generator, two VFD drives, two solid state starters; accommodation for installation of future VFDs; accommodation for a future energy recovery turbine, and ancillary equipment. The project Is under construction, and is scheduled to be completed in 2019. MWRF High -Lift Pump #3 and Well 11 Motor Bearing Noises Evaluation, Costa Mesa, California. Mesa Water District. Electrical Engineer II. Evaluating the motor bearing noise, providing engineering opinion and recommendations for the appropriate repair and mitigation for two vertical turbine pumps. Las Vegas Valley Water District 3090 Zone Interim Tank, Las Vegas, Nevada. Las Vegas Valley Water District. Electrical Engineer II. Reviewed and completed 100% design documents Including Instrumentation and control. Years of Experience: 39 EducationfTraining: B.S.E.E., 1980, Electrical Engineering, University of California, Berkeley Licenses/Certifications: Professional Engineer - Electrical, California, 1999, E16036 inreaennueu. Richard Davis, P.E. 25B-59 PROPOSAL Civic Center StormwaterLiftStationRenovotionDesign5eniites ` Clark County Nevada, Summerlin Village 17 Lift Station. Discovery Property Company. Reviewed and revised electrical power and instrumentation systems design. Reclaimed Reservoir Liner and Cover Replacement. California State University, Pomona. Electrical design required for reservoir power and instrumentation. Los Coyotes Water Reclamation Plant, Cerritos, California. Sanitation Districts of Los Angeles County. Testing, maintenance review, repair and replacement of two 2500 HP, 4160V air blower motors and associated RVSS motor starters. Lancaster Water Reclamation Plant, Lancaster, California. Sanitation Districts of Los Angeles County. Supervised replacement of faulted 2500 A bus duct and replacement of 700 HP medium voltage VFD. Reviewed, and supervised replacement of faulted 2000 kVA 12kV — 480V oil transformer. Design of new security gate. Valencia Walter Reclamation Plant, Valencia, California. Sanitation Districts of Los Angeles County. Design as required for installation of new 75 HP filter feed press pump. Design of new security gate. Long Beach Water Reclamation Plant, Long Beach, California. Sanitation Districts of Los Angeles County. Design of Control Room power and signal system revisions. Sanitation Districts of Los Angeles County, Saugus Water Reclamation Plant. Sanitation Districts of Los Angeles County. Design of control system upgrade for existing pressure filters. Sanitation Districts of Los Angeles County, Lancaster Water Reclamation Plant. Sanitation Districts of Los Angeles County. Design of replacement Influent pump control panel. Participated in portions of commissioning and start-up of new plant. Improvements to Various Pumping Plants. Sanitation Districts of Los Angeles County. Replacement of existing pumps. Addition of emergency generators and control panel upgrades. i x r e n x A n o x e L Richard Davis, P.E. 25B-60 PROPOSAL Civic Genter5tonnwaterLi(t5tationRenovation Design 5ervites Sal Sheikh, P.E. Lead Structural Engineer Mr. Sheikh has over four decades of experience related to water resources, public works, bridges, transportation, and environmental engineering for public and private sectors. Projects include water and wastewater treatment plants, reservoirs, pump stations, lift stations, well facilities, flood control channels, culverts and encasements, bridges, soundwalls and retaining walls. Mr. Sheikh is also experienced in inspection, repair, retrofit and rehabilitation of reservoirs and pump stations. Project Experience Civic Center Stormwater Lift Stations — Preliminary Study, Santa Ana, California. City of Santa Ana. Structural Engineer. Michael Baker was retained by the City of Santa Ana to perform a preliminary study of two stormwater pump stations located within the Civic Center area. Both pump stations have been experiencing leakage and flooding problems during the EI Nino season of 2016 and the City Intends to upgrade the lift stations before the next large storm event. The preliminary study included on-site inspections and visual assessments of the structure, electrical equipment, mechanical equipment, and general conditions of each facility, Los Alamitos Pump Station and Retarding Basin, Orange and Los Angeles Counties, California. County of Orange. Structures Project Manager. Responsible for structural design for this new facility. Michael Baker prepared plans, specifications, and estimates for a view 800 eft storm water pump station with engine driven pumps to replace the existing Los Alamitos facility for the County of Orange. The project included four natural gas engine driven mixed flow pumps, and a sump pump system with a capacity of 3,000 gpm. Work Included preparation of a value engineering report, final engineering report, hydrology and hydraulic routing, best management practices for improving water quality, inspection and analysis of existing 2,400 If of 54 -inch discharge piping, Phase I and II environmental assessments, geotechnical investigation, CEQA, permit processing, and coordination with agencies and homeowner associations. Michael Baker also provided structural design for the new facility. The structure is an above grade engine room and pump room with a below grade wet well leading to the retarding basin with an inlet apron and series of trash racks. Years of Experience: 44 Education/Training: M.S., 1972, Civil Engineering/Structures, University of Michigan at Ann Arbor B.S., 1970, Civil Engineering, University of Karachi Pakistan Licenses/Certifl cations: Professional Engineer- Civil, Callfomla,1981, 32677 Professional Engineer- Civil, Arizona, 2000, 34539 Professional Engineer- Civil, Nevada, 2000,14418 Professional Engineer - Civil, Ohio, 1976, 41224 Professional Engineer -Civil, Utah, 2013, 8546772-2202 Professional Engineer - Civil, Guam, 2015,1841 Professional Affiliations: American Society of Civil Engineers, Life Member Structural Engineer Association of Southern California, Member Structural Engineering Certification Board Amercan Concrete Institute, Member American Raihvay Engineering and Maintenance -of -Warr Association, Member ,MTnRATIONAL Sal Sheikh, P.E. 25B-61 PRALOPOSh ti fly 49.,_ Civic CenterStormwaterLiftStotion Renovation Design Services Orange County Groundwater Storage Program, Orange County, California. Orange County Water District. Structural Engineer. Michael Baker provided engineering plans, specifications, and estimates for the design of eight groundwater extraction wells. The wells ranged from 2,000 to 4,500 gallons per minute and included water-cooled variable -frequency drives, moveable buildings, disinfection, and decorative buildings. Whittier Pumping Plant No. 2 Replacement Project, Pico Rivera, California. City of Whittier. Structural Engineer. Michael Baker provided design engineering services and construction phase support, including full-time construction management and inspection services, for the replacement of Whittier Utility Authority's (WUA) Pumping Plant No. 2, which was originally constructed in the 1930's. The new PP2 facility Includes a new 18.9 -MGD pump station, with 17,500 gpm of pumping capacity to enable WUA to pump during off-peak periods and reduce power costs; two 2,2 -MG above -grade steel reservoirs to serve as the forebay and provide operational storage; a 6,400 -square -foot pump building, including office space for water production and pumping plant personnel; new piping and control valves at off-site reservoirs; and upgraded SCADA and radio communication facilities throughout the entire WUA service area. Walnut Avenue Overcrossing Pumping Plant, Orange County, California. Caltrans. Structural Engineer. Responsible for plans, specifications, and estimates (PS&E) per Caltrans requirements, complete structural analysis, and design. Michael Baker provided design services for a stormwater facility to discharge runoff from the Eastern Transportation Corridor (ETC) located between the northbound ETC Frontage Road and Peter Canyon Channel, close to the intersection between Jamboree Road and Walnut Avenue, Steve Anderson Lift Station (formerly known as the Ellis Pump Station), Fountain Valley, California. Structural Engineer responsible for the diversion structures for the 1-10A (66 -inch Ellis Avenue trunk sewer) project and did the architectural and structural design for the 1-10B (Steve Anderson Lift Station). The work involved design of a new pump station and diversion structures. Arroyo Simi Lift Station, Moorpark, California. Ventura County. Structural Engineer. Michael Baker provided engineering design for the replacement of an undersized sewer lift station in a high-growth area in the City of Moorpark. Michael Baker prepared the preliminary design report to Identify the conceptual design, key issues, and design parameters for the new lift station. Michael Baker designed the new 11.8 -million -gallon -per -day lift station to meet current and future sewer Flows in a rapidly expanding residential area. Additionally, the pump selection accounted for a future parallel force sewer main. Michael Baker prepared electrical plans, specifications, and cost estimates for the 35 -foot -deep lift station, which included a motor control center, new piping, surge tank, lighting, emergency backup power generator, and other site improvements. Additional construction management services included providing shop drawing review and responses to contractor requests for information. 1111184ATIONAL Sal Sheikh, P.E. 25B-62 PROPOSAL - �< Civic Center5tormwoterLiftStotionRenovation Design Saivlces . 'FW Fabio Sanchez -Duran, P.E., S.E., SECB Structural Engineer Mr. Sanchez -Duran specializes in structural design. He has extensive background in the seismic analysis and design of both steel and reinforced concrete, and specialized in static and dynamic analysis of buildings in regions of moderate to high seismic hazards. His experience includes seismic design and retrofit of concrete bridges as well as pump stations, and water storage reservoirs. In addition to his knowledge of classical design methods, his expertise includes the use of state-of-the- art design software. Project Experience Los Alamitos Pump Station and Retarding Basin, Orange and Los Angeles Counties, California. County of Orange. Structural Engineer, Michael Baker prepared plans, specifications, and estimates for a new 800 cfs storm water pump station with engine driven pumps to replace the existing Los Alamitos facility for the County of Orange. The project included four natural gas engine driven mixed flow pumps, and a sump pump system with a capacity of 3,000 gpm. Work Included preparation of a value engineering report, final engineering report, hydrology and hydraulic routing, best management practices for improving water quality, inspection and analysis of existing 2,400 If of 54 -inch discharge piping, Phase I and II environmental assessments, geotechnical Investigation, CEQA, permit processing, and coordination with agencies and homeowner associations. Michael Baker also provided structural design for the new facility. The structure is an above grade engine room and pump room with a below grade wet well leading to the retarding basin with an inlet apron and series of trash racks. Walnut Avenue Overcrossing Pumping Plant, Orange County, California. Caltrans. Engineer. Responsibilities Included all aspects of structural design, from layout through final drafting. Michael Baker provided design services for a stormwater facility to discharge runoff from the Eastern Transportation Corridor (ETC) located between the northbound ETC Frontage Road and Peter Canyon Channel, close to the Intersection between Jamboree Road and Walnut Avenue. Orange County Flood Control On -Call Contract, Orange County, California. County of Orange. Structural Engineer. Responsibilities included preparing Independent check calculations and reviewing final plans for this bridge spanning over the Santa Ana River. Michael Baker provided flood control planning and engineering services to support flood control. The Years of Experience: 38 Educationntraining: B.S., 1980, Civil Engineering, PontHicla Universidad Javerlana Bogota, Colombia LlcensesfCar dficatlo ns: Professional Engineer- Civil, California, 1994, 52764 Structural Engineer, California, 1998, 4234 Registered Disaster Service Worker, California, 2003, 10246 Professional Engineer - Civil, 1981,10272 Structural Engineer, 2005, USA- SECB,1437-0705 INTIIMOTIOKAO Fabio Sanchez -Duren, P.E., S.E., SECB 25B-63 PPOPOSAL Civic Center StormwaterLiftStationRenovation Dasignbervices ...<. �.. ter,.. ..� a �....=..... . projects included: Orange County Flood Control Master Plan; San Diego Creek Master Plan Update; Local Drainage Manual Update; Santiago Creek Scour Analysis Plan Check; San Diego Creek Restoration Plans and Operations and Maintenance Manual; Foothill Basins Restoration Plans and Operations and Maintenance Manual; Santa Ana River Reach 9 SARI Line Protection; San Juan Creek Phases 4, 5, and 6 and Trabuco Creek Phase 8; and Edinger Channel - 3D Structural Analysis for Reinforced Concrete Box. The projects included flood control, water quality, and wildlife corridor or habitat conservation and protection. Michael Baker also provided services to obtain resource agency permits. Highland Booster Station Upgrade, Yorba Linda, California. Yorba Linda Water District. Structural Engineer for several foundation structures required for the proposed upgrade. Michael Baker provided engineering design and construction management and inspection services for upgrades to the Highland Booster Station. The pump station was increased to a total capacity of 15,000 gallons per minute, and the project included modification of two of the four electric driven motors and pumps. The project also included the addition of a natural gas- driven backup generator and potential for increasing the pumping capacity of the two remaining electrical driven pumps by 2,000 gallons per minute in the future.( Soquel Canyon Pump Station No. 1, Chino Hills, California. City of Chino Hills. Structural Engineer. Provided structural design for an 80-foot by 25-foot CMU building to house the pump station. Michael Baker prepared environmental documentation, preliminary design report, plans, specifications, and cost estimates for a dual-owner facility consisting of two new booster pump stations housed in a single building, one for domestic water and the other for recycled water. The domestic water booster pump station was designed to boost water from the City of Chino Hills' low zone to its Intermediate zone. Due to the site's close proximity to surrounding homes, equestrian riding area, and SCE transformer towers, extensive site work for the project was required and included the design of a 16-foot-high retaining wall around the majority of the site in order to accommodate the building footprint and site access requirements. Other project features included design of a stand-by emergency generator, extensive landscaping, reconstruction of a horse trail, specialty electronic gates, and a security system. Advanced Water Treatment Facilities for the Groundwater Replenishment System, Orange County, California. Structural Engineer. Michael Baker in a subconsultant role, provided engineering services for a Microfiltration Break Tank, Reverse Osmosis Transfer Pump Station, Air Gap Pump Station, and Research Center for the Groundwater Replenishment System. Jointly sponsored by the Orange County Water District (OCWD) and Orange County Sanitation District (OCSD), the groundwater replenishment system will provide a new, reliable, high-quality source of water to recharge the Orange County Groundwater Basin, protect the basin from seawater intrusion and, by recycling water, postpone the need for OCSD to construct a new ocean outfall. The Microfiltration Break Tank Is a 165-foot by 95-foot by 27-foot-deep subterranean concrete water storage reservoir supported on pile foundation. The roof slab supports 14 vertical turbine pumps, an 84-inch diameter steel piping system, and the Reverse Osmosis Transportation Pump Station building. The Reverse Osmosis Transfer Pump Station is a 165-foot by 32-foot by 23-foot steel-framed building with a steel moment frame and braced frames. The Air Gap Pump Station is a single-story steel pump station with an 18-inch-diameter by 32-foot-high steel tank on a pile-supported concrete slab foundation. The Research Center is a single-story steel-framed roof system over the 165-foot by 50-foot outdoor research area. IRTLCNII,ob.AL Fablo Sanchez -Duran, P.E., S.E., SECB 25B-64 PROP0SAL p Civic Center 5tormwoterLiftStationRenovation Design Services 3rr Alan Ashimine Environmental Mr. Ashimine prepares environmental and planning studies for public and private sector clients under the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA). He has extensive experience in the research, analysis, and writing of environmental documentation for a variety of projects involving Infrastructure, redevelopment, residential, and Industrial uses. Using his broad background and understanding of environmental constraints, Mr. Ashimine provides defensible CEQA/NEPA compliance review and environmental documentation. He uses the skills developed in each of his specialized disciplines to prepare and process environmental documents for a diverse range of projects and land uses. Mr. Ashimine uses his experience to manage and author environmental documentation, often incorporating the results of complex technical documentation to substantiate conclusions within the document. Mr. Ashimine has also successfully prepared environmental documentation for a range of highly controversial projects subject to scrutiny by the general public, environmental organizations, and public agencies. Using his broad background and understanding of environmental constraints, Mr. Ashimine provides detailed, legally sound CEQA/NEPA compliance review and environmental documentation. Project Experience Bay Bridge Pump Station and Force Mains Rehabilitation Study and EIR, Newport Beach, California. Orange County Sanitation District. Environmental Specialist. Managed the preparation of the environmental document. Michael Baker was contracted to deliver a rehabilitation study that provides a solution to reduce the client's risk exposure for rehabilitation of the Bay Bridge Pump Station and Force Mains, one of the client's most critical assets, resulting in agency acceptance and permits for rejuvenation. Michael Baker also prepared an EIR covering the selected location of the new pump station and associated force mains. Linda Vista Complex Facility Master Plan, Anaheim, California. City of Anaheim. Environmental Specialist. Managed the preparation of the environmental document. Michael Baker provided permitting, environmental, civil, structural, and electrical engineering services for a facility master plan at the Linda Vista Complex, a strategic water supply source in Anaheim's water system. The project included Years of Experience: 18 Educationrrraining: B.A., 2000, Environmental Analysis and Design, University of Carrfomia, Irvine Professional Affiliations: Association of Environmental Professionals, Member National Association of Environmental Professionals Orange County Association of Environmental Professionals), Board of Directors! 2009- 2014 Orange County Association of Environmental Professionals, Legislative Committee 12008 I q r11NArIVNAL Alan Ashimine 25B-65 PROPOSAL Civic CenterStarmwoterLiftStationRenovation Design Services 4.." . analyzing historical well production and water quality data; reviewing existing planning studies, Inspection reports, and system operating criteria; conducting hydraulic analyses using the city's existing hydraulic model; sizing the new reservoir and pump station facilities; developing preliminary plans for a water treatment facility; preparing alternative site layouts; preparing lifecycle cost analyses; evaluating construction phasing schedules; and preparing a preliminary design report for the project. Pump Station No. 1 Upgrade Project, Cypress, California. City of Cypress. Environmental Manager. Responsible for environmental documentation. Michael Baker prepared an initial study with proposed mitigated negative declaration for an upgrade to the City of Cypress Pump Station No. 1. The city proposed to demolish the existing station and two residential structures in order to construct a new, upgraded pump station facility. Specific issues included potential impacts associated with growth inducement, physical division of an established community, and aesthetic impacts associated with the degradation of character and quality within an existing residential community. Poseidon Seawater Desalination Project, Huntington Beach, California, City of Huntington Beach. Project Coordinator, Responsible for environmental documentation and overall project coordination. Michael Baker completed the final environmental impact report (EIR) for a 50 - million -gallons -per -day (mgd) seawater desalination facility to be sited adjacent to the AES Huntington Beach Generating Station. The project consisted of seawater intake pretreatment facilities, a seawater desalination plant using reverse osmosis technology, post-treatment facilities, product water storage, chemical storage, on- and off-site booster pumps, and 24- to 48 -Inch -diameter product water transmission pipelines up to 10 miles in length. Key short-term project issues included hydrology and water quality, air quality, noise, utilities, aesthetics, hazardous materials, traffic, and biological/cultural resources. The EIR analysis also included an In-depth examination of long-term impacts, Including geological Issues; marine water quality; air quality; impacts to public services and utilities; impacts regarding aesthetics, light, and glare; and hazardous materials impacts. Chino I Desalter Expansion and Chino II Desalter Projects, California. Chino Basin Desalters Authority. Environmental Manager. Responsible for the subsequent EIR. Michael Baker provided engineering services to the Chino Basin Desalter Authority (CDA) for the multimillion -dollar Chino I Desalter Expansion and Chino II Desalter projects. The assignment Involved design of a new desalter facility; expansion and upgrade of an existing desalter facility; design of numerous groundwater wells; design of water distribution facilities, including pump stations and pipelines; well equipping; and pump witness testing. LWIZOM (nrennnnaueL Alan Ashimine 25B-66 PROPOSAL Civic Center StormwaterLiftStationRenovation Des!g tlrvices y Steven Slocum, P.L.S. Survey Mr. Slocum has years of progressive surveying experience. He has worked on several significant projects, including; boundary and street monumentation, topographic data collection, HDS ground based Lidar (laser scanning) surveys, aerial control and validation surveys, grading and utility construction staking, control, and settlement and deformation monitoring. Mr. Slocum has worked as a Party Chief on projects including laser scan surveys, pipeline alignment staking, settlement monitoring, and tunnel alignment verification. Project Experience Baker Regional Water Treatment Plant, Lake Forest, California. Irvine Ranch Water District Party Chief. Responsible for field surveys. Michael Baker was the lead consultant for the Baker Regional Water Treatment Plant (BRWTP). For a number of years, water agencies in South Orange County have investigated alternatives for Improving both water supply and water system reliability. These agencies determined that a local treatment plant utilizing untreated surface water from Metropolitan Water District as its source of supply would be the preferred alternative. Michael Baker provided preliminary and final design services for the BRWTP. The plant is sized for a capacity of 28 mgd and will utilize microfiltration as the primary method of treatment. Additional project components Include raw water pump station; raw water pump station for Trabuco Canyon Water District; pretreatment, Including chlorine dioxide and coagulant; pressurized MF membranes; UV disinfection; chloraminatlon; backwash recovery system; solids handling facilities; DYK reservoir modifications; and product water pump station. FE08-14-R Sunflower Pump Station Rehabilitation, Fountain Valley, California. Abhe & Svoboda, Inc. Surveyor. Michael Baker collected high-definition laser scanning, terrestrial Light Detection and Ranging (LIDAR), data to prepare three-dimensional modeling of a single auger and its respective concrete cradle. The purpose of the scan was to verify clearances between the auger and cradle to within one half of an inch to one quarter of an inch. The scanning and control survey was completed in four stages. OC -44 Pipeline Rehabilitation/Replacement Project, Orange County, California. Mesa Water District. Surveyor. Responsible for topo surveying The OC -44 pipeline runs approximately 8.6 miles through Orange County. Michael Baker provided a comprehensive plan to investigate the Years of Experience: 16 EducatlonfTralning: A.A., Certificate of Surveying, Santiago Canyon College LicenseslCertificatio ns: Licensed Surveyor, California, 2013, 9044 Certified Party Chief, Califomia Transportation Worker Identification Credential (TWIG), California, 2011 CPR Certified, 2013 Professional Affiliations: California Land Surveyors Association, Orange County Chapter, Past President 1"YASRATIUNAt Steven Slocum, P.L.S. 25B-67 PROPOSAL r Y{a �..- Civic CenterStormwoterLiftStotionRenovation Design Services . condition of the existing pipeline, evaluate repair and/or replacement strategies, and identify permitting and follow-on technical studies required to implement the recommended strategy. Final design was prepared for the selected alternative. Santa Ana River Interceptor (SARI) Relocation/Protection On -Call Topographic Field Survey, Orange County, California. Orange County Sanitation District. Surveyor. Responsible for field surveys. Michael Baker has assisted the Orange County Sanitation District and Santa Ana Watershed Project Authority for several years by conducting topographic surveys to assess the stability of the pipeline and manholes along the subject Santa Ana River Interceptor (SARI) line segment. Michael Baker has conducted field surveying for each monitoring survey at critical locations to assess the current pipe depth and compare changes in the pipe depth with previous reports. This work included taking survey cross sections and profiles of the SARI line and the Santa Ana River bed at various locations. Lakeview Transfer R&R Project, Anaheim, California. Orange County Water District. Party Chief. Responsible for fleld surveys. Michael Baker performed a comprehensive assessment of the existing 7 -foot x 7 -foot reinforced concrete box (RCB) structure, analysis of alternative conveyance options, recommendations for repair or replacement, and final design services for the preferred option for the Orange County Water District (OCWD). Michael Baker's design services included: inspections, structural analysis of the existing RCB structure, hydraulics operation and capacity, analysis of existing drain tubes, flow analysis for repair or replacement options, design calculations, and development of construction documents and drawings. Reservoir No. 18, Chino Hills, California. City of Chino Hills. Party Chief. Responsible for field surveys. Michael Baker provided professional engineering services for the design of a new reservoir that will be a major improvement to the city's water distribution. The proposed reservoir will be located at the site of existing Chino Hills Reservoir No,1 within the Village Oaks community. The project Involved an analysis of steel versus concrete tank types, development of demolition plans for the existing reservoir, and design of the new reservoir. On -Call Professional Civil Engineering Services Port of Long Beach, Long Beach, California. Port of Long Beach. Party Chief. Responsible for field surveys. Under an on-call, five-year contract, Michael Baker is providing a variety of design and engineering services. To date, the primary task orders have included: Task order no. 1 - Pier D Water System Interconnect; Task order no. 2 - Pier C Sewer Abandonment Project; Task order no. 3 - Matson Terminal Berth 60 Pavement Condition Investigation; Task order no. 4 - Trailer Village PS&E; Task order no. 5 - Pier D Roadway Improvements; Task order no. 6 -Anaheim/ 1-710 Health and Safety Services; Task order no. 7 - Middle Harbor Pavement Analysis and Report; and Task order no. 8 - Interim Headquarters Tenant Improvements 4801 Airport Plaza Drive. I R T E R N A T to x AL Steven Slocum, P.L.S. r UP, MMO RY 7.."Ra . ..... ;,ILA %J�- jy ., el >_. I and Schedule ci� �w- yas. LE Ie— "'N 25B-69 X*I VAT 0- "RK. UP, MMO RY 7.."Ra . ..... ;,ILA %J�- jy ., el >_. I and Schedule ci� �w- yas. LE Ie— "'N 25B-69 PROPOSAL Civic Center5tormwaterLfftStationRenovadanDesign Services Scope of Services and Schedule Michael Baker has reviewed the City's proposed scope of work detailed in Attachment 1 of the RFP. We intend to follow this scope as written; however, in the following paragraphs, we have included some clarifications and assumptions used for budgeting purposes. We have also provided value-added scope suggestions, for the City's consideration. Scope of Services Task 1— Pre Design A. Project Kickoff & Site Visit. Michael Baker conducted an extensive site visit during the preliminary study, and has reviewed the study to refamiliarize with the project. In general, Michael Baker agrees with the proposed upgrades outlined In Alternative SA1 and F1 of the preliminary study. During the detailed site visit, Michael Baker's team, consisting of personnel involved with the preliminary study, as well as new members experienced in pump station rehabilitation projects, will reevaluate the selected altematives. B. Value Engineering Summary. Following the detailed site visit, Michael Baker will analyze the selected aftematives to identify value engineering opportunities. Potential value engineering opportunities that have been Identified during the proposal phase are Included in the Understanding of Need. These opportunities, as well as others, will be evaluated at the time of the site visit. C. Project Coordination. Michael Baker will provide project management and coordination, and will prepare progress reports, schedules and invoices according to the City's requirements. It is assumed progress reports, schedules and invoices will be provided or updated monthly. Michael Baker will secure permits for site work during the Pre -Design and Design phases, Construction phase permitting Is excluded, as it is assumed this will be the responsibility of the Contractor. It is assumed there will be three (3) Progress Review Meetings (not including the preconstruction meeting, see Task M). D. Records. Utilities. & Facilities Research. Michael Baker will research existing utility information, record drawings, and field conditions as outlined in the RFP. During the Preliminary Study, no record drawings of the Flower PS were available, and it is assumed that Michael Baker will be responsible for field measurements of the existing pump station to the extent required to produce the construction documents. E. Environmental Clearance Document. Based on a review of the proposed improvements and existing setting, it is anticipated that a CEQA Categorical Exemption will apply to each lift station project. Michael Baker proposes to utilize the exemption under Section 15301, Existing Facilities, which allows for the minor alteration of an existing public facility. As such, Michael Baker will prepare a Notice of Exemption (NOE) as required under CEQA. The NOE will cite the CEQA Guidelines, Section 15301, Existing Facilities. The NOE will provide a brief project description, a description of the project site and affected area, graphics to support the project description/location, and substantiation for the exemption. fOICAN\noNAL 19 25B-70 PROPWAL f f t Civic CenterStormwoterLifeStodanRenovadonDesignServices The NOE will be filed with the County Clerk and State Clearinghouse upon approval by the City. This task includes consultation with City staff at the onset of the project to verify the approach and key Issues. This task assumes that a total of two (2) separate Categorical Exemptions will be prepared (one for each lift station). Pre -design Phase Deliverables • Value Engineering Summary—a technical memo (pdf) identifying potential value engineering opportunities. This memo will be used as a basis of agreement on conceptual design. • Progress reports, schedules and Invoices according to the City s requirements. Task 2 — Desian Phase F. Site Plan Design PS&E— Construction Documents. Michael Baker will provide a title sheet and a site plan for each pump station. If adequate record information is not available for the Flower PS, a field survey around the pump station may required for re -grading and Installation of the CDS stormwater treatment unit. The field survey has been Included in Task N under Optional Services. G. Mechanical Design PS&E— Construction Documents. Michael Baker will provide mechanical project design PS&E for both lift stations, including demolition plans, mechanical plans, sections, specifications, and estimate. H. Electrical Design PS&E — Construction Documents. Michael Baker will provide electrical project design PS&E for both lift stations. The electrical design excludes coordination of an Arc Flash Study. SCADA Control Plan Design PS&E — Construction Documents. Michael Baker will provide SCADA project design PS&E for the Flower PS, including design of a new RTU housed in the proposed MCC. It is assumed that the existing RTU will remain at the Santa Ana PS, and will only require minor modifications for the new Instrumentation. The radio path survey recommended in the Preliminary Study is not included in this scope, however, it is recommended this be included in the construction phase of the project. Sheet Lis 1 G1 Title Sheet 2 G2 General Notes and List of Drawings 3 C1 Site Plan - Santa Ana PS 4 C2 Site Plan, Grading and Yard Piping - Flower PS 5 C3 Civil Details 6 D1 Demo Plan - Santa Ana PS 7 D2 Demo Plan - Flower PS 8 1 1Mechanical Plan & Sections - Santa Ana PS 9M2 Mechanical Plan & Sections -Flower PS 10 M3 Mechanical Details cmsmzzr� I RTRRRRTIYR AL 20 25B-71 PROPOSAL Civic CenterStormwawLiftStotion RenovatioaDeslgn5ervices rs, inn RF.r � ':A i� T .AeGa 11 M4 I Mechanical Details 12 S1 I Structural Plan and Section — Santa Ana PS 13 92 Structural Plan and Section —Flower PS 14 E1 Electrical Symbols, Notes and Abbreviations 15 E2 Sin le Line Diagram 16 E3 Electrical Site/Power Plan — Santa Ana Pump station 17 E4 Electrical Site/Power Plan — Flower Pump Station 18 E5 Electrical Conduit and Cable Schedule 19 E6 PumD Control Schematic Diagram 20 E7 PLC Connection Diagram 1 21 E8 PLC Connection Diagram 2 22 E9 Electrical Details 23 11 P&ID Legend 24 12 P&ID Diagram 1 25 13 PWD Diagram 2 Design Phase Deliverables • 90% plans — four (4) full size (24" x 36") sets of signed and sealed prints. • 90% Special Provisions (SSPs) — Electronic copy of SSPs in MS Word showing tracked changes. SSPs will include 90% level quantities and estimates, pay item list, and design calculations. • 90% technical specifications - electronic copy. • 90% cost estimate and quantity calculations - electronic copy. • 90% design calculations- electronic copy. • 90% design check calculations- electronic copy. • Final plans - electronic copy. • Final technical specifications - electronic copy. • Final cost estimate and quantity calculations - electronic copy. • Final design calculations. • Electronic files will be provided in their original format and in PDF for all plans, specifications and estimates Task 3 — Permits / Compliance / O&M J. Operations and Maintenance (O&M) Plan/Report. Michael Baker will prepare an O&M Pian that outlines best practices for each facility. It is assumed the Contractor will provide detailed and complete O&M information for the supplied equipment. K. Permits Compliance. Michael Baker will review and recommend which permits are required. Since flow and discharge location of the pump stations will remain unchanged, it is assumed that no permit will be required from the regional water quality control board. Since no equipment that emits air contaminants is proposed in this project, it is assumed that no permit air quality permit will be required. Michael Baker will work with the City to perform the plan checks outlined in the RFP, and will work with other utility and regulatory agencies, including Southern California Edison, to determine if there are any additional plan checks or permits required. mmm INIINNA110NAL 21 25B-72 PAGPOSA! Civic [enter5tormwaterLijtStationRenovation Design 5ervides L. OSHA and/or Other Reouired Safety Traininas & PPEs. Michael Baker will identify and obtain tralnings and Personal Protection Equipment (PPE) required for staff encroaching Into the work area. Training events will be coordinated with the City's staff for joint participation at no cost to the City. It is assumed that confined space entry into the wet wells is not desired by the City, if this is desired, the PPE and training can be provided for an additional fee. Permits / Compliance / O&M Phase Deliverables • O&M manual —electronic copy • Documents required for permit compliance will be provided to the respective agencies. The City will be copied on all correspondence. Task 4 — Bid and Construction Support Services M. Bid & Construction Support. Michael Baker will perform bid support and construction services, as follows: Bid Support. Michael baker will answer questions regarding interpretation of the bid documents and will prepare and issue addenda when required. MeaffngAttendance: Michael Baker will attend construction meetings, as requested by the City. It is assumed the preconstruction meeting will be attended by the Project Manager and the Project Engineer, and two (2) additional construction meetings will be attended by the Project Engineer. Answer Requests for Information (RFls): Michael Baker will provide technical guidance and exhibitstsketches as needed to the City in responding to RFis during construction. Michael Baker will log and track RFIs. Michael Baker is assuming ten (10) RFls for this project. Review Shop Submittals: Michael Baker will review the Contractor's submittals and shop drawings for design intent and general compliance with the Contract Documents. Michael Baker has estimated that the Contractor will submit up to twenty (20) submittals with ten (10) additional resubmittals. As-Builts: Michael Baker will compile all field construction notes, and deviations from the final plan set that occurred during construction into a final full-size set of record drawings. Task 5 — Optional Services N. Field Survey. Michael Baker will conduct a field survey of the Flower PS to provide data for re -grading and addition of CDS Stormwater Treatment Unit. Project Control Horizontal and vertical control will be established at the site sufficient to support final design. Unless otherwise directed by the Client, the basis of horizontal control will be California Coordinate System of 1983 (CCS 83), Zone 6, Epoch 2007.00. Coordinates will be expressed as grid values in terms of the U.S. survey foot. Coordinates will be based on the published values from the National geodetic survey (NGS). Vertical control will be provided Ip TYAM�TIOpLL 22 25B-73 PROPOSALstw � T a Civic Center5tormwcwUft5tatianRenavat(onResign5ervices y <_ �..._ .. in terms of the North American Vertical Datum of 1988 (NAVD 88), based locally upon County of Orange benchmarks. Densified project control and benchmarks will be set at appropriate intervals along the beginning and end of the project. Topographic Mapping Topographic mapping will be provided for design -level detail at a scale of 1"= 40' with one (1) foot interval contours. Mapping will meet the requirements In "ASPRS Accuracy Standards for Large -Scale Maps," dated March 31, 1993, and will be provided in AutoCAD format Including a digital terrain model (DTM). CADD files to be provided with standard Michael Baker file specifications compatible with AutoCAD Civil 3D format unless specked by client. Topography shall include obtaining locations, elevations, and descriptions of: • Contours at one -foot intervals • Spot elevations on hardscape features. • Curb and gutters, sidewalks and driveways. • Pavement areas including the roadway surface and cross gutters. • Power poles,streetlights, traffic signals and majorsigns, overhead power lines within the Right of Way. • Above ground utilities including valves, pull -boxes, meters, and vaults. • Manhole Rims and Inverts. • All major surface features that define the shape of the terrain, such as tops and toes of slopes, grade breaks and natural ground • Fences and walls within the City Right of Way O. Potholing. Michael Baker's subconsullant will provide potholing services, if requested by the City, to identify potential utility conflicts. A preliminary allowance that includes up to five (5) potholes is provided in the fee schedule. This allowance assumes (3) potholes 12 in x 12 in, up to 5 feet deep, and two (2) potholes 12 in x 12 in, 5-10 feet deep. C Below Proposal: C Below will perform (5) potholes as indicated in the client provided potholing exhibit. A standard pothole is 12 in x 12 in, up to 5 feet deep, performed to the top of pipe or encasement with sand backfill and a permanent surface patch. Additional costs: Potholes outside of our standard will be billed based on actual depth or conditions. Limitations on work hours may cause additional mobilization or traffic control charges. Permitting fees will be adjusted to actual costs. If C Below is not hired to mark the locations of the potholes, they will be performed off of the utility provider's marks under the client's direction. Utility providers typically do not mark out sewer or storm drain lines. Dry holes are considered billable. Locating is a separated line item that will be represented on your estimate. r Itl Tf Rp RTIVbEL 23 25B-74 Civic Center StonnwoterUftStotion Renovotion Design Services ` Client will be provided a detailed potholing report at the conclusion of the investigation: Service Includes: Vacuum Excavation to top of utility, encasement or stop depth Permanent Cold Patch Sand Backfill Removal of Debris Pothole Report Service Does Not Include Permitting Standard Traffic Control Hot Patching Slurry Backfill Engineered Traffic Control Plans Extensive Traffic Control Flagging for Traffic Control P. Design of Temporary Pumping System. Michael Baker will provide a design of a temporary pumping system that can be used during the rainy season. The design will Include a schematic layout showing bypass pump location and discharge point, hydraulic calculations to size temporary pumps, and selection of suitable pumping equipment. COMMOM INT[NNATIONAL 24 25B-75 PROPOSAL k Civic CenterStormwaterLiftStotion Renovation Design Seriices Schedule 1.j Tea I -we 0oW LTJmaw Tue)/1]/8 Mon 9)3/18 1 PmtaRAwaN Date paaya tue 7/7/10 Tuevl)/16 3 Pau,'eQ RNWSMeatlry®alb Nut Yelue EnlmRrLyYmmary 0 6 10 tleyc MPn J/li/18 Tw ]4T/ID Mon J/i3/19 .i Mon)/3P/18 / s Ppeement an eanagtual Dast6n OdW Man 0/0118 Man 0/6/18 6 Raoorm. UUIRko BfaaNtlmR«arch Ndays Tua]/I7/9 Mon B/11/18 Podmi^1 (aptivnall Sday rvoe12V18 Tua0/11189 6 Envlmamenlal DcanMn OPaurnen 10 din Twa/11/10 Man 9/1/16 9 Tehl-DeeTXaPtum 9011c..w .a DaaNPMb P58E 1Smmu 15days Tue UVIA Tung)3/18 Mon 10115/13 Mon9/LI/l9 10 11 atlfta~P .d Tanoam, PamP[q symm Delploxanall awb lDaan TupYLUDo Tm9/11/18 ednn3olUfe Man 9/34/9 IF 13 IOOX censuuetbn llPeumentalK6E iU days Tek SM-efd 6C 01 -ns Pp SaMm A 08M919 mora Tue 20/1/18 Tue ia164a Mon1h/15%10 � Mcn7/1/19 i N Is Bid ftap:Vau.n 6W SwparleMv/eld/Arcardl MM 10da, imam T. 10116/19 Tue10/00/1a Mon 10/9/1 9 R1an11/VI9 16 1] eamlmetlon5upport Groom Twf9/IS/19 Mon6/049 18 08M flR 1wan _-...—.... U& .... Tim 0131/19..-Mont/1/]9 1(9 AeauaD 15 dq Tue 6111/19 Man T/1119 ]0 Pnioocanpine Ommie-..........Mon)//19. .Man]/1/19 o7/27 Z 7r13 L Project Santa Ma lift Station Schedule.mpp Mantua. d CM Te* Do[e: Pd 5/1849 Sannwry r 1 Michael9akatat 1 Emmm iRT9n NAIIONAL 25 25B-76 l iVti. ANe _Wk wgl' �y V , IsIlY MOM W PON W7 ... . ..... I— Certifications 4 mme Mao h Rk mg - 4 IR v illl� NO M -Wv AVI I muff zle wk� One Fg. t7 'k �WE 25B-77 ti.gJs? ; 5 2t V!IM & I , IN 4A .A v 4. .A I l iVti. ANe _Wk wgl' �y V , IsIlY MOM W PON W7 ... . ..... I— Certifications 4 mme Mao h Rk mg - 4 IR v illl� NO M -Wv AVI I muff zle wk� One Fg. t7 'k �WE 25B-77 ti.gJs? ; 5 2t V!IM & l iVti. ANe _Wk wgl' �y V , IsIlY MOM W PON W7 ... . ..... I— Certifications 4 mme Mao h Rk mg - 4 IR v illl� NO M -Wv AVI I muff zle wk� One Fg. t7 'k �WE 25B-77 Appendix ATTACHMENT 3-1: NON -COLLUSION AF'FTIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refi-ain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereo& or the contents thereof,. or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Noncollusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that malting a false certification may subject the certifier to criminal prosecution. Signed State of California John. Nagle, P.E. County of Orange Subscribed and swom to (or affirmed) before me on this _ day of 20L,by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.e_ C ZiA Notary Public Signature Notary Public Seal City of Santa Ana RFP Page A3-1 25B-78 CAUFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE 9 8202 Wo--..+_.. I(W ee Attached Document (Notary to cross out lines 1-6 below) See Statement Below (Lines 1-6 to be completed only by document signer[®], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 fit any) A notary public or other officer completing this certificate verifies only, the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Countyof CJra-If 0 w.�=>_s CINDY OKAMOTO Notary Public - California Oran08 County z zCommission N 21 " ' amy p Comm. Ex ires Nov 7.'2020$ Seal Place Notary Seal Above Subscribed and sworn to (or affirmed) before me on this af�T-day of 2045�1 by Date onth Year (1) 1 0�4 Ylfi' (and Name(s) OfSlgner(s) proved to me on the basis of satisfactory evidence to be the person(s) whoappeared b fore me. Signature Signatu f Notary Public OPTIONAL Though this section is optional. completing this information can dater alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: O -j f�Document Date: Number of Pages: — Signer(s) Other Than Named Above: RCO,f?bCXi2+dCYiG4i:4A`��CSx1�9CS2�azg._- 'G3AiGST44Wt�. . 02014 National Notary Association - www.NationalNotary.org • 1 -800 -US NOTARY (1-800.876-6827) Item #5910 25B-79 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the hest of his or her knowledge and belief, that: i, 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, art officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a"Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more titan $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 !fiat all such sub recipients shall certify and disclose accordingly. Signed and Printed Name: _ Title Vice President Date May 21, 2018 John Nagle, P.C. ® City of Santa Ana RFP Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRINIINATION CERTIFICATION CERTIFICATIONS 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 be/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 Hiles, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (I) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page AM 25B-81 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance, provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. 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:, !rl Firm. Michael Baker International, Inc. Date: .!r ^ 0 City of Santa Ana RFP Page A3-4 25B-82 I NT*ERN AT ION AL 5 Hutton Centre Delve -4n W. . .... ..... . HIM 25B-83 EXHIBIT B 3 it N 8 I 25B-84 Y REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: INVESTING IN THE ARTIST GRANT PROGRAM FISCAL YEAR 2018-2019 (STRATEGIC PLAN NO. 5,51B) r RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2o° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve the Arts and Culture Commission's recommendations for Fiscal Year 2018-2019 Investing in the Artist Grant Opportunity in the amount of $70,000; 2. Authorize the City Manager and the Clerk of the Council to execute agreements with artists and art organizations awarded funds as part of the approved program, beginning July 17, 2018 and expiring July 16, 2019, subject to non -substantive changes approved by the City Manager and City Attorney, as follows: a. Marina C. Aguilera (Artist) will create a mosaic tile public art piece in downtown depicting Santa Ana's green parrots, in the amount of $3,000. b. Rogelio Reyes aka Roger Eyes R. (Artist) will create portraits of past and present labor workers from Santa Ana exhibit them at the Downtown Art Walk, in the amount of $3,000. c. Kimberly Janet Duran (Artist) will create a public art exhibition in downtown, in the amount of $2,000. d. Greg Camphire (Artist) will provide two musical performances at the Heritage Museum and the Santa Ana Public Library highlighting people, places, and histories of Santa Ana, in the amount of $2,000. e. Ann Phong (Artist) will produce an art exhibition highlighting environmental awareness themes at the John Wayne Airport and the Vietnamese American Arts & Letters Association (VAALA), in the amount of $2,000. f. Bud Herrera (Artist) will create murals in downtown with images from the city's history and cultural heritage, in the amount of $2,000. g. Vietnamese American Arts & Letters Association (Organization) will produce a free filmmaking workshop series that will engage Santa Ana youth in digital filmmaking and storytelling, in the amount of $6,820. h. The Orange County Center for Contemporary Art (Organization) will provide a 3 -month series of hands-on workshops, art field trips, and guest artist presentations to students from the Santa Ana Unified School District, in the amount of $6,770. i. Media Arts Santa Ana (Organization) will provide a multifaceted, multi -venue tribute to science fiction author and former Santa Ana resident Phillip K. Dick with free admission to Santa Ana residents, students, and teachers, in the amount of $6,690. 25C-1 Investing in The Artist Grant Program Fiscal Year 2018-2019 July 17, 2018 Page 2 j. Heritage Museum of Orange County (Organization) will develop a mural with Santa Ana artists, students, and residents, depicting the rich cultural heritage capturing two historic milestones of Santa Ana: the 150th year anniversary of the founding in 1869 and the 130th year anniversary of the Santa Ana Unified School District, in the amount of $6,210. k. Active Learning Believe and Inspire [ALBI] (Organization) in partnership with the Delhi Center summer camp will provide visual art and poetry lessons for students ages 5-15 depicting their own personal community superheroes, and showcase the work created by the students at various venues throughout the city, in the amount of $6,190. I. Orange County Children's Therapeutic Arts Center (Organization) will produce a large- scale youth art exhibition featuring the work of middle school students celebrating Santa Ana youth, history, culture, and diversity in partnership with the Mexican Consulate, Cambodian Family Community Center, and Southland Integrated Services, in the amount of $6,030. m. Outreach, Claire Trevor School of the Arts, UC Irvine (Organization) will provide scholarships for Santa Ana High School students to participate in college and career pathways in the arts workshops including transportation and meals, in the amount of $6,010. n. EI Centro Cultural de Mexico (Organization) will produce a Dia del Nino, or Day of the Child event on April 28, 2019, a free family arts festival celebrating the traditional Latin- American holiday that honors the important role of the child in the family and society in the amount of $5,690. o. Delhi Center (Organization) will present the history of the Delhi neighborhood through a permanent artistic display of student artwork capturing the history of the neighborhood since the late 1860's installed in the center's lobby in the amount of $5,590. ARTS AND CULTURE COMMISSION At a Special Meeting on July 2, 2018, the Arts and Culture Commission (ACC) recommended that City Council approve the Investing in the Artist Grant Opportunity funding recommendation for Fiscal Year 2018-2019 by a vote of 4:0 (Pena and Rubio absent). DISCUSSION For the past three years, the "Investing in the Artist Grant Opportunity' has distributed funds averaging $75,000 per year to assist artists, arts organizations, and community organizations who live and/or create work in the City of Santa Ana to enrich and invigorate the city's arts and culture landscape. This year, a total of $70,000 is available to be awarded to selected applicants. The grant funding may be applied towards artistic needs small and large, depending on the proposal. Often times, artists are faced with financial barriers and the grant will serve as a catalyst to further their endeavors. Grants for arts organizations and collectives would support special events, arts and 25C-2 Investing in The Artist Grant Program Fiscal Year 2018-2019 July 17, 2018 Page 3 cultural programming, marketing efforts, and nonprofit essentials; such as, materials, supplies, special event production, artist fees, and community engagements. Funding will be awarded as follows: • up to $2,500 for emerging artists • up to $5,000 for mid -career and established artists • up to $5,000 for small arts organizations and collectives • up to $10,000 for mid-sized and large arts organizations and collectives The Investing in the Artist Grant Opportunity is entering the fourth year in 2018-2019. Applications were accepted between March 1, 2018 and May 3, 2018. Staff conducted two mandatory information sessions on March 14, 2018 and March 28, 2018. 11 individual artists and 11 nonprofit 501(c)(3) arts organizations applied for a total of 22 applications. A. review panel of five members consisting of artists, arts leaders, and arts educators reviewed and rated the applications. See Exhibits 1-15 for the signed agreements and summary of each applicant's proposal. Artist applications were evaluated on the following criteria: (1) Project Merit & Theme Relevance - 40% (2) Artist Portfolio - 25% (3) Potential Community Impact - 25% (4) Individual Need - 10% Organization applications were evaluated on the following criteria: (1) Project Merit & Theme Relevance - 40% (2) Organization Readiness/Fiscal Responsibility - 25% (3) Potential Community Impact - 25% (4) Organizational Need — 10% Based on the panel's ratings, funding is recommended to be awarded to 6 individual artist applicants and 9 nonprofit 501(c)(3) arts organizations, listed in the charts below, for a total of 15 final awardees, contingent upon staff determination of project feasibility and the ability of the awardee to secure any required permits and/or utilities needed for the project. Individual artists need to score over 60 points and nonprofit 501(c)(3) arts organizations need to score over 80 points to be considered for funding. Four applicants were disqualified because they did not meet the minimum requirements. Individual artist applications and organizations were scored separately taking into account that organizations tend to score higher because they typically have staff and resources to prepare their proposals. Artist applications that scored over 60 points are recommended for awards based on the identified need for their particular project, totaling $14,000, and were given priority before the organizations as seen in the chart below: 25C-3 Investing in The Artist Grant Program Fiscal Year 2018-2019 July 17, 2018 Page 4 ARTIST AVERAGE SCORE AMOUNT RECOMMENDED BY PANEL Marina C. Aguilera 78.6 $3,000 Rogelio Reyes aka Roger Eyes R. 74 $3,000 Kimberly Janet Duran 69.2 $2,000 Greg Cam hire 65.4 $2,000 Ann Phong 63.6 $2,000 Bud Herrera 63.6 $2,000 TOTAL 85.4 $14,000 To be equitable in the distribution of funds to the nine qualifying nonprofit 501(c)(3) arts organizations, the remaining $56,000 in funds were then allocated based on their average score and requested amount. Each organization's amount was then reduced by $2,530 as seen in the chart below. See Exhibit 16 for a detailed explanation of the formula used to determine awarded funds for organizations. ORGANIZATION AVERAGE SCORE AMOUNT RECOMMENDED BY PANEL Vietnamese American Arts & Letters Association (VAALA) 93.5 $6,820 The Orange County Center for Contemporary Art OCCCA) 93 $6,770 Media Arts Santa Ana (MASA) 92.2 $6,690 Heritage Museum of Orange County 87.4 $6,210 ALBI 87.2 $6,190 Orange County Children's Therapeutic Arts Center (OCCTAC) 85.6 $6,030 Outreach, UC Irvine 85.4 $6,010 EI Centro Cultural de Mexico 82.2 $5,690 Delhi Center 81.2 $5,590 TOTAL $56,000 Grantees will meet with staff and be required to submit a final report on outcomes achieved upon the completion of their projects. The first payment will be disbursed at the commencement of the grant period, and the second payment will be disbursed after completion of a final report, which will include documentation for expenses paid, such as receipts, to support grant expenditures. Grantees will also be required to submit a worksheet detailing the date, time, and location of the 25C-4 Investing in The Artist Grant Program Fiscal Year 2018-2019 July 17, 2018 Page 5 workshop/event. Staff will provide the details of the workshops/events to City Council as they become available. STRATEGIC PLAN ALIGNMENT Approval of this item supports Engagement & Sustainability, Strategy B (Generate public and finding for the arts). FISCAL IMPACT the City's efforts to meet Goal Objective 5 (Promote a strong private support and resources to 5 -Community Health, Livability, arts and culture infrastructure), strengthen, expand and stabilize Funds in the amount of $70,000 are anticipated to be available in the CDA Strategic Plan Projects account number (05218018-69152) for expenditure in FY 2018-2019. Steven A. Mendoza Executive Director Community Development Agency SAM/tl APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director 00 Finance and Management Services Agency Exhibits: 1. - 6. Agreements with Artists 7. - 15. Agreements with Organizations 16. Rating Table 25C-5 25C-6 EXHIBIT 1 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MARINA C. AGUILERA This Artist Grant Agreement ("Agreement") is made and entered this 171" day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Marina C. Aguilera ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Fundina. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Three Thousand Dollars ($3,000.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be two-thirds of the funding amount provided above or $1,800.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $1,200.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of individuals for grant awards and an individual's business relationship or potential business relationship with City. 25C-7 EXHIBIT 1 3. Grant Activities. Grantee agrees 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3,2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be Included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-8 EXHIBIT 1 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (Including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-9 EXHIBIT 1 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Marina C. Aguilera 75 Via Cuidado Rancho Santa Margarita, CA 92688 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-10 EXHIBIT 1 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-11 EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: .. CITY OF SANTA ANA Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: GRANTEE: Sonia R. Carvalho Marinak. Aguilera J Artist RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency 25C-12 EXHIBIT 1 EXHIBIT A INVESTING IN THE ARTS GRAIN PROGRAM APPLICATION 25C-13 Name of Applicant: Award Amount: Category: Marina Aguilera $3,000 Artist Artist's Description of Project: EXHIBIT 1 Average Score: 78.6 — 15t My project is a celebration of Santa Ana's History in connection with the "Infamous Green Parrots of Santa Ana" creating these beautiful Green Parrots in ceramic mosaic form which will be inlaid in a rectangular relief, placed in downtown Santa Ana. This Art piece will be relevant to the community, as well as to the beautification of Santa Ana, lasting Artwork for all to enjoy. Artist is based in Santa Ana and proposes to use grant funds for a project in Ward 2. Artist's proposed use of funds: My fondest childhood memories living and growing up in Santa Ana are of the green and red birds I saw and admired around my neighborhood. The history of these parrots is little known among the residents of the city. Their presence is observed throughout the skies. I envision art that will permanently preserve and pass on the story and beauty of the life of the Green Parrot. This has Inspired me to develop the idea for The Santa Ana Green Parrot Mosaic Art relief. This project will consist of Artwork of the legendary Parrots, created in ceramic tiles which will be embedded and Inlaid into a rectangular relief. The size is approximately 4ft long by 2ft wide. The materials needed will consist of: Various mosaic tiled pieces, ceramic paints, glazes, clay for sculpting, grout, the cost for kiln use for kiln firings. adhesives to inlay pieces, a panel for the relief, tools, sculpting tools, firing materials, mounting etc. This art relief, being of inlaid tile will never fade with the elements, ensuring its durability and long lasting beauty will be adored and enjoyed by the community for many generations to come. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? This Green Parrot Mosaic relief will be installed in a private space Downtown Santa Ana. The letter from property Owner, Mr. Ryan Chase is included. Question 2: Is this a new or existing program/project? Yes this a new Art Project that will enhance the art experience to visitors along the historical 4th street in downtown area. Supplemental Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? This proposed Art project will be presented in Ceramic Art form which will be designed and placed onto a rectangular panel. Permanently displayed, free and to be shared with the public. Supplemental Question 4: How will this project enrich the quality of life for Santa Ana residents? This Art project will enrich the quality of life for Santa Ana residents in that they will have: Marina Aguilera Page 1 of 2 25C-14 EXHIBIT 1 • A public Art piece celebrating the richness of Santa Ana's green parrots that everyone can connect with. • The Art is a permanent display to be admired and appreciated. • The Mosaic Art relief to be enjoyed as well as contributing to the beauty of Santa Ana. Supplemental Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. My Art project will stimulate economic development for the City of Santa Ana by adding to the historical narrative of parrots in Santa Ana and Orange County. Visitors to downtown will learn about this rare bird that has inhabited the community for generations. The embedded ceramic parrots and beautiful Art will contribute and be an addition to the established Art. The narrative will be shared with many, bringing tourists to visit this area increasing the economy. Marina Aguilera Page 2 of 2 25C-15 EXHIBIT 2 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ROGELIO REYES This Artist Grant Agreement ("Agreement") is made and entered this 171' day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Rogelio Reyes ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party' and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein,by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunderwill be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Three Thousand Dollars ($3,000.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be two-thirds of the funding amount provided above or $1,800.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $1,200.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the Citys sole discretion. 2.4. City represents that there is no correlation or connection between its selection of individuals for grant awards and an individual's business relationship or potential business relationship with City. 25C-16 EXHIBIT 2 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3,2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-17 EXHIBIT 2 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-18 EXHIBIT 2 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Rogelio Reyes 200 W. Columbine Avenue, #12 Santa Ana, CA 92707 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-19 EXHIBIT 2 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-20 EXHIBIT 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager 01146U 25C-21 EXHIBIT 2 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-22 Name of Applicant: Rogelio Reyes aka Roger Eyes R. Award Amount: Category: $3,000 Artist Artist's Description of Project: EXHIBIT 2 Average Score: 74.0 — 2"d Exhibition named "Another Day in Paradise: Portraying past and present Labor Workers in the Santa Ana Area." It's a combination of art and history, and the reality of some of the people who've helped make this area prosper, succeeding from the 18th century to present day. Artist is based in Santa Ana and proposes to use grant funds for a project in Ward 1 Artist's proposed use of funds: Total of expenditures are fully funded by SA Art Grant. All funds are to be used towards the materials needed to create said artwork, items needed to run and set up the art show and tools needed for online promotion of show and art creation. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? None. The art will be displayed during the art walk in the promenade area. Downtown Inc. has been made aware of project proposal. No license needed to display art, only prior booking of show. Question 2: Is this a new or existing program/project? This is a new project. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? The exhibition will be held during the Santa Ana Art walk, in the artist Village promenade. The large painted portraits will be hung on white panels spread across the promenade. Question 4: How will this project enrich the quality of life for Santa Ana'residents? I want people to walk away from this exhibition with a sense of the worker as a strong individual who is contributing to this country daily. I want people to walk away recognizing workers in their daily life. I want people to come and identify with what they see on the wall, to find a connection to their your own story and possibly even their family's history. Question 5:Describe how your project will stimulate economic development for the City of Santa Ana. Bringing more of our residents and their buying power out to art walk and spend at shops, galleries and surrounding businesses. Rogelio Reyes aka Roger Eyes R. Page 1 of 1 25C-23 EXHIBIT 3 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND KIMBERLY JANET DURAN This Artist Grant Agreement ("Agreement") is made and entered this 17th day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Kimberly -Janet Duran ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July. 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Two Thousand Dollars ($2,000.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be two-thirds of the funding amount provided above or $1,200.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $800.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of individuals for grant awards and an individual's business relationship or potential business relationship with City. 25C-24 EXHIBIT 3 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3,2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-25 EXHIBIT 3 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or Installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in.this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-26 EXHIBIT 3 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at Its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Kimberly Janet Duran 204 E. 41' Street, #A8 Santa Ana, CA 92701 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-27 EXHIBIT 3 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-28 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency GRANTEE: KI berly JaWDura Artist 25C-29 EXHIBIT 3 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-30 Name of Applicant: Award Amount: Category: Kimberly Duran $2,000 Artist Artist's Description of Project: EXHIBIT 3 Average Score: 69.2 — 3'd My proposal for the artist grant is a year-round public art exhibition that will be set in the existing Outdoor Art Alley in Downtown Santa Ana. My goal is to utilize the existing walls as a canvas for the exhibition. It will create a geographical location in the downtown of the city that will attract not only locals, and tourist but other creative individuals to utilize the artwork for potential collaborative projects. This exhibition will be free to the public, as well as accessible to all kinds of people, tourist, locals of all ages. Artist is based in Santa Ana and proposes to use grant funds for a project in Ward 2. Artist's proposed use of funds: Funding will provide artist with Materials for paint, masking and prepping materials as well as buff paint and rollers to help maintain the art throughout the year to assist with keeping it clean and buffing vandalism. Grant will also assist artist with purchasing professional ladders to assist with execution of artwork. Artist will also use funds towards marketing and advertising Art alley online, in person and via Social Media. Artist will create visuals and document creation of exhibition to help promote Art alley and market area to increase tourism and create a landmark space in Downtown as an outdoor art alley. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? No permits nor licenses are required. Artist already has a public space as well as permission from property owner to paint artwork. Question 2: Is this a new or existing program/project? This is an existing project. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? Artwork will be free of charge and accessible to the public as well as friendly to all age groups. Exhibition will be located off 3rd and Bush street directly in Front of Yost theater where tons of people congregate and have free access to artwork on their daily commutes. Question 4: How will this project enrich the quality of life for Santa Ana residents? This project will enrich the city by providing free access to art exhibition. Open spaces for public to collaborate with artist free of charge to utilize artwork for potential Photography, Film and Backdrops that are accessible to everyone as well as create more content for online/social media promotion. Artwork will also celebrate various ethnicity and beautify the spaces that will encompass the art making it more inviting to community. It will add to the public art scene as well as amplifying the heart of the city as a Haven for Art and enrich the Artist District. Kimberly Duran Page 1 of 2 25C-31 EXHIBIT 3 Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. "The sign of a great state or a great city is the strength of its cultural life." This project will create an effort to improve the economic well-being and quality of life for the community by creating diversity in Public Art as well as generating additional revenue for surrounding businesses from Tourist. Study show the importance of public arts and culture as an effective product for tourism professionals both domestically and internationally. As well as identifying Downtown Santa Ana as a thriving geographical Artist District. Kimberly Duran Page 2 of 2 25C-32 EXHIBIT 4 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND GREG CAMPHIRE This Artist Grant Agreement ("Agreement") is made and entered this 171" day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Greg Camphire ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party' and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Two Thousand Dollars ($2;000.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be two-thirds of the funding amount provided above or $1,200.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $800.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of individuals for grant awards and an individual's business relationship or potential business relationship with City. 25C-33 EXHIBIT 4 3. Grant Activities. Grantee agrees 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3,2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-34 EXHIBIT 4 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo In association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-35 WN: II-3kCA 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is, produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Greg Camphire 322 Wakeham Avenue Santa Ana, CA 92701 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-36 IWA: n ]1z! 7.9. Any funds provided under this Agreement that are not expended, obligated or otherMse committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and Its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-37 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D.'Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: G G1eg Camphire rtist 25C-38 EXHIBIT 4 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-39 Name of Applicant: Award Amount: Category: Greg Camphire $2,000 Artist Artist's Description of Project: _ 01#1M, Average Score: 65.4-411, My project intends to feature the city in two location -specific performances featuring my original music as the soundtrack to people, places, cultures, and historical narratives in Santa Ana. My musical approach unites acoustic and electronic instruments that interact with the surrounding environment of each performance area. My skills as a writer also help to infuse my music with a storytelling sensibility, opening new windows through which residents can experience their surroundings. I intend to highlight how Santa Ana residents are global citizens, connected to many of the world's art forms and cultures right here in our city. Artist is based in Santa Ana and proposes to use grant funds for a project in Wards 2, 5, and 6. Artist's proposed use of funds: Funds would be used to purchase supplies and resources specific to the completion of this project. These would include music equipment, especially sound amplification gear suitable to produce live outdoor performances, as well as specific technology such as MIDI Sprout. A venue stipend will be included for the Heritage Museum, while additional performer honorariums will be provided to my potential collaborators for the Alex Odeh performance at the Santa Ana Public Library. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? The majority of these performances will be staged on private property owned by organizations or individuals. The only exception is the Alex Odeh performance on the lawn of the Santa Ana Public Library. The library's employees have informed me that this may only require the proper insurance liability, and I am working with them to ensure that those needs will be met if/when the performances takes place in 2019. Question 2: Is this a new or existing program/project? This is a new project, intended to highlight the people, places, and histories of Santa Ana. However, I have previous experience in staging similar performances that combine original music with multimedia productions, including film soundtracks, parades, and theatrical variety shows. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? All performances in this proposed series will be free and accessible to the public, with dedicated bilingual outreach to the surrounding neighborhoods of each performance. Photos and recorded video of the performances will also be made available for online viewing following the live events. Greg Camphire Page 1 of 2 25C-40 I:*:1:11-3111i! Question 4: How will this project enrich the quality of life for Santa Ana residents? Santa Ana residents already have a wealth of enriching places, people, and ideas right in front of them, all over the city. My project intends to expose elements that may have been overlooked, and place them in a new context. In turn, I hope to inspire residents to continue viewing these and other parts of their city with fresh perspectives, so that they are empowered to enrich their own lives with the art, culture, and science that surrounds them daily. Question 5:Describe how your project will stimulate economic development for the City of Santa Ana. Directly, my project will stimulate attendance at locations including the Heritage Museum and the Santa Ana Public Library. Indirectly, my project encourages civic participation, engagement with arts and culture, and curiosity about the city that can lead to other forms of development and stimulation. Greg Camphire Page 2 of 2 25C-41 EXHIBIT 5 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ANN PHONG This Artist Grant Agreement ("Agreement") is made and entered this 17'" day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Ann Phohg ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Two Thousand Dollars ($2,000.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be two-thirds of the funding amount provided above or $1,200.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $800.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of individuals for grant awards and an individual's business relationship or potential business relationship with City. 25C-42 EXHIBIT 5 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3,2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-43 EXHIBIT 5 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to herebyfully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-44 EXHIBIT 5 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Ann Phong 13626 Beach Street Cerritos, CA 90703 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-45 EXHIBIT 5 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Parry warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-46 EXHIBIT 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho 0 Attorney RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: 25C-47 EXHIBIT 5 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-48 Name of Applicant: Award Amount: Category: Ann Phong $2,000 Artist Artist's Description of Project: EXHIBIT 5 Average Score: 63.6 — 5'" This project is to create the awareness of our living environment, with paintings that express the multiple viewpoints of human habitat. My paintings focus on the environmental issues: Some human creates comfortable place to live. Others who are careless or greedy in money do create harmful environment for themselves and others. The finished paintings will be exhibited at the John Wayne Airport (18601 Airport Way. Santa Ana, CA) in October of 2019, at the international terminal hallway exhibition walls. After that, the artworks will exhibit at VAALA Center for public view (1600 N, Broadway, Santa Ana 92706) in June 2020. Artist is not based in Santa Ana. Artist proposes to use grant funds for a project based in Santa Ana in Wards 1 and 2. Artist's proposed use of funds: $2000 will be used for purchasing artwork materials to create 20 large paintings. They are three- dimensional, relief like mixed media art. $800, will be used for self -guided trip to observe the Santa Ana's unique houses and buildings within a 10 months' time frame. Then create 20 paintings that relate to the beauty of city clean dwellings vs the polluted areas in other cities on earth. $2190 will be used for attending the international seminar that discusses the effects of pollution in our environment. The grant will financially support me taking some time off from work and will also let me learn more on the subject matter that I want to pursue in my art. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? No need for any additional City resource. I paint in my studio. Question 2: Is this a new or existing program/project? This is a new project/exhibition at John Wayne Airport in October 2019. The artworks will also be exhibited in VAALA Art Center in June 2020. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? The exhibition will be organized in October 2019 and will be displayed in the international terminal hallways. The audience come from many different cities and countries on earth. John Wayne Airport is one of the biggest airports in Southern California. If my artwork is exhibited there, my message will have a farther -reaching audience, for art is a language we can all understand and this is a planet we all share. When the exhibition travel to VAALA Center (1600 N, Broadway, Santa Ana, CA 92706) in June 2020, it welcomes public to come in to enjoy and study. Ann Phong Page 1 of 2 25C-49 EXHIBIT 5 Question 4: How will this project enrich the quality of life for Santa Ana residents? My artworks represent the Santa Ana residents to present their environmental awareness to everybody through art to the people who travel in and out the Orange County biggest airport. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana.: Strong art beautifies the exhibition space, and enriches the viewers' mind. Ann Phong Page 2 of 2 25C-50 EXHIBIT 6 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND BUD HERRERA This Artist Grant Agreement ("Agreement") is made and entered this 171° day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Bud Herrera ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Two Thousand Dollars ($2,000.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be two-thirds of the funding amount provided above or $1,200.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $800.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of individuals for grant awards and an individual's business relationship or potential business relationship with City. 25C-51 424:11#1 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3,2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with. generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to Its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-52 EXHIBIT 6 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to,. and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions, 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-53 EXHIBIT 6 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Bud Herrera 204 E. 4th Street, #A8 Santa Ana, CA 92701 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-54 EXHIBIT 6 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-55 EXHIBIT 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: � u Herrera Artist 25C-56 EXHIBIT 6 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-57 EXHIBIT 6 Name of Applicant: Award Amount: Category: Average Score: Bud Herrera $2,000 Artist 63.6 — 61" Artist's Description Project: Create cultural murals on a public wall and public alley that will celebrate various cultures as well as empower the community. Murals will amplify the public spaces and educate the locals as well as tourist on the cities diverse heritage and history. Artist will also provide live art entertainment and help educate their community by painting imagery that is derived from the cities colorful history. Artist is based in Santa Ana and proposes to use grant funds for a project in Ward 2. Artist's proposed use of funds: Funding will provide materials for murals to be painted i.e., paint, aerosol and brushes. As well as purchasing of professional equipment like ladders and prepping materials for masking. Grant will also fund artist to help market the artwork and location including promotional materials like stickers and advertising. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? Artist already has a public space as well as permission from property owner to paint artwork. No licenses nor permits are required to obtain. Question 2: Is this a new or existing program/project? Yes, this is already an existing project. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? Project will provide Murals free of charge and accessible to the public as well as friendly to all age groups. Question 4: How will this project enrich the quality of life for Santa Ana residents? Mural project will enrich the city by embracing Cultural diversity and Heritage through Public Art. It will promote open spaces for public to collaborate with artist free of charge to utilize artwork for potential Photography, Videography and Backdrops that are accessible to everyone as well as create more content for online/social media promotion and distribution. Artwork will also celebrate various ethnicity and embrace cultures of all types. Murals will beautify the spaces that will encompass the art making it more inviting to community. It will add to the public art scene as well as amplifying the Downtown Artist Scene. Bud Herrera Page 1 of 2 25C-58 EXHIBIT 6 Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. This project will celebrate the multi -cultural neighborhoods of Santa Ana. It will create an effort to improve the economic well-being and quality of life for the community by creating diversity in Public Art as well as generating additional revenue for surrounding businesses from Tourist and visitors. The importance of public arts and culture are an effective product for tourism both local and internationally. As well as recognizing Downtown Santa Ana as a thriving geographical Artist District. Bud Herrera Page 2 of 2 25C-59 25C-60 EXHIBIT 7 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND VIETNAMESE AMERICAN ARTS & LETTERS ASSOCIATION This Artist Grant Agreement ("Agreement") is made and entered this 170 day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Vietnamese American Arts & Letters Association ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunderwill be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Fundina. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand, Eight Hundred, Twenty Dollars ($6,820.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,410.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $3,410.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 25C-61 EXHIBIT 7 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is'necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 25C-62 EXHIBIT 7 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims'), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its Intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 25C-63 EXHIBIT 7 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless In writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (Iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Vietnamese American Arts & Letters Association 1600 N. Broadway, #210 Santa Ana, CA 92706 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited 25C-64 EXHIBIT 7 by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. (Signatures on following page) 25C-65 EXHIBIT 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez City Manager GRANTEE: VA9V,,A Ysa Le Executive Director 25C-66 EXHIBIT 7 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-67 EXHIBIT 7 Name of Applicant: Award Amount: Category: Average Score: Vietnamese American $6,820 Organization 93.5 — 19t Arts & Letters Association (VAALA) Organization's Description of Project: Youth in Motion: A Workshop for Emerging Filmmakers will engage Santa Ana -based youth in a 12 -week skills -based workshop centered on digital filmmaking and storytelling. Participants will produce their own short films to premiere at the 2018 Viet Film Fest, community screenings in Santa Ana and an open mic showcase event in partnership with common ground oc and VietRISE. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Wards 1-6. Organization's proposed use of funds: A grant from the City of Santa Ana Investing in the Artist grant will enable VAALA to offer a series of skills -based workshops to youth living in Santa Ana led by filmmaking mentors and professionals. Over a 12 -week period, 25 Santa Ana -based youth participants between the ages of 15-25 years old will learn basic skills and tools for digital filmmaking and work collaboratively to produce their own short films to premiere at the 2018 Viet Film Fest on October 12-14, 2018 at the AMC Orange 30 (Outlets of Orange). The screening will be free and open to the public. Sessions will include guest speakers and training from the local and Vietnamese American filmmaking community. The 2018 Youth in Motion program will focus on the themes of social justice and cultural diversity in Santa Ana to encourage participants to think critically about the world they live in and how to use storytelling and filmmaking.as a way to highlight the diverse communities in Santa Ana. Additionally, VAALA will host two free community screenings in publicly accessible venues in Santa Ana, one of which will culminate in a community arts showcase and open mic presented in collaboration with common ground and VietRISE. common ground is an Orange County open mic series based in Santa Ana organized by progressive Vietnamese American community members, artists, and activists committed to cultivating a positive and safe healing space for artistic growth and community empowerment. VietRISE is a newly formed community-based organization with aims to support and strengthen civic engagement and organizing efforts within the Vietnamese community in Orange County. Its goals are to create opportunities for leadership development, increase civic participation, and foster transformative relationships and practices in the community. Through a $10,000 Investing in the Artists grant, VAALA will: -Encourage and empower self-expression, confidence among Santa Ana youth -Develop a sense of Santa Ana community -orientation and art appreciation -Familiarize youth to filmmaking and the many aspects of the art form -Expose 25 multi-ethnic youth to networking opportunities, expand career options, while developing practical job skills through artistic development -Create opportunities for 10 filmmaking artists to serve diverse communities in Santa Ana -Increase the diversity of voices and stories in media and film -Improve the quality of life of Santa Ana residents through community -centered film screenings and a multi -art showcase Vietnamese American Arts & Letters Association (VAALA) Page 1 of 3 25C-68 EXHIBIT 7 The Investing in the Artist grant will directly fund Youth in Motion Program Coordinators and support, Filmmaker Mentor Stipends, rental of filmmaking gear, editing software license and the Youth in Motion community screenings and multi -art showcase events with an expected audience of 1,000 people. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? With the support of common ground and VietRISE, VAALA will identify a space in Santa Ana that is accessible to all Santa Ana residents. Possible locations include Heritage Museum of Orange County, Godinez Fundamental High School, Valley High School and other areas in Santa Ana that VAALA may not have traditionally reached (Wards 4 & 6 in particular). Question 2: Is this a new or existing program/project? Youth in Motion: A Program for Emerging Filmmakers was launched in 2014 but this is the first time in which participants will be recruited specifically from within the City of Santa Ana. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? Youth in Motion participants will premiere their films at the annual Viet Film Fest on October 12- 14, 2018 at the AMC Orange 30 (Outlets of Orange). The screening will be free and accessible to the general public. Additionally, VAALA will host two, free community screenings in Santa Ana. One of the free screenings will also be produced in partnership with common ground open mic and VietRISE and will provide a safe and accessible space for creative expression through poetry, spoken word, music, dance, visual and performance art. Question 4: How will this project enrich the quality of life for Santa Ana residents? As of 2010, more than 50% of Orange County's population consisted of people of color. Through our extensive network of community partners, VAALA aims to create a diverse, inclusive and multilingual art event that welcomes and engages voices and perspectives in Santa Ana that may not historically been given an artistic platform. Providing opportunities for artistic enrichment and engagement beyond the bounds of the "Santa Ana Artists Village" acknowledges the importance of all communities (and wards) in Santa Ana and the desire to bring the transformative impact of creative expression to all communities. Most importantly, Youth in Motion and its events will center youth stories and creates opportunities to foster artistic leadership and career pathways. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. With a specific focus on film mentorship, Youth in Motion invites a cross-section of Vietnamese and Asian American Pacific Islander (AAPI) filmmakers to share, mentor and train Santa Ana - based youth. Past mentors have included filmmakers Vincent Tran (B -BOYS), Gen -a Hamamoto (THE CRUMBLES), Duc Nguyen (BOLINAO 52, STATELESS), Timothy Linh Bui (GREEN DRAGON, THREE SEASONS) and Thien Do (FUNNY MONEY, THE FADING LIGHT). Through Vietnamese American Arts & Letters Association (VAALA) Page 2 of 3 25C-69 L42H-- 7 the shared lens our immigrant and refugee communities, the mentors bring their personal experiences and filmmaking passion to the table and help the youth envision a career pathway for themselves. This serves the purpose of fostering a vital, fresh and inspired artistic force in the City of Santa Ana with a desire to continue bringing local stories to life through the medium of film. Vietnamese American Arts & Letters Association (VAALA) Page 3 of 3 25C-70 i*:cn:3IN111111:3 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE ORANGE COUNTY CENTER FOR CONTEMPORARY ART This Artist Grant Agreement ("Agreement") is made and entered this 17"' day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City'), and The Orange County Center for Contemporary Art ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party' and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it Is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunderwill be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand, Seven Hundred, Seventy Dollars ($6,770.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,385.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $3,385.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 25C-71 EXHIBIT 8 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site Inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following 4.1.1. Grantee's violation of any federal, state or local law or regulation. 25C-72 EXHIBIT 8 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 25C-73 EXHIBIT 8 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: The Orange County Center for Contemporary Art 117 Sycamore Street Santa Ana, CA 92701 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited 25C-74 EXHIBIT 8 by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-75 EXHIBIT 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: Orange County Center for Contemporary Art 25C-76 EXHIBIT 8 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-77 Name of Applicant: The Orange County Center for Contemporary Art (OCCCA) Award Amount: Category: $6,770 Organization Organization's Description of Project: EXHIBIT 8 Average Score: 93 — 2nd "Art For All" Arts Outreach Program (AFA), facilitated by the Orange County Center for Contemporary Art, provides Free art workshops to the Santa Ana Community. "AFA" offers participants (of all ages and skill levels), the opportunity to learn to create artworks in a variety of mixed media. AFA will reach out to the underserved population of students from the Santa Ana Unified School District through a 3 -month series of hands-on arts art workshops, art fieldtrips and guest artist presentations. Students will explore various landscapes, venues and artists that represent the cultural richness and beauty of Santa Ana's History. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Ward 2. Organization's proposed use of funds: We are asking for funding for an Art ForAll (AFA), Arts Outreach to Garfield Elementary School, in SAUSD. The proposed AFA Arts Outreach Workshop series will be provided to participating Garfield students and will run for approx. 3 months with one artworkshop perweek, (during school hours), for a total of 12 workshops. Themes will focus on the History and Culture of Santa Ana. Workshops will include: hands-on art making, art field trips and guest artist presentations. Proposed dates: Weekly from January 16, 2018 through April 10th, 2019. (day- time tba). A student art exhibition (of works created in the workshops) to culminate the experience will be held in May or June 2019. (date tba) Funding will pay for: Hands-on Art Workshops, Art Field trips, Guest Artist Presentations, Art Workshop Supplies and Bus Rental. Request for $10,000 (see detailed narrative below) 1. Artist -Educator Stipends for prep / teaching art workshops: $7,200 Total 12 workshops @ $300 per workshop x 2 educators = (Two Artist -educators @ $3,600 each) Workshops Stipends Include all the work time involved in prepping and teaching the workshops: Artist Educators will be creating lesson plans, pre -lesson PowerPoint presentation for students, purchasing and preparing art supplies for workshops. They will also be facilitating the hands-on art workshops and presentations in the classroom and on various field trips. For the culmination they will be selecting and preparing artwork for student art exhibition. (Our OCCCA Artist Educator team has decades of professional experience as practicing fine artists and art educators.) 2. Guest Artist Presentations: Guest Artist Lecturer Stipends : $1,000 total (Four Guest Artsists @ $250 each) The Orange County Center for Contemporary Art (OCCCA) Page 1 of 3 25C-78 EXHIBIT 8 Guest Artists will give a one-time presentation about their artwork and practice including a discussion / Q & A., to participating Garfield Elementary school students. The Guest Artist Lecture Presentations will take place in various locations: a. Local Artist Ann Phong presentation will be held in the school classroom as a power point lecture w/ Q & A. b. Local Artist Abe Moya Jr. of the Santa Ana Artists Coalition presentation will be held on site at the location of one of the coalition murals. c. Local Artist John Ing presentation will be held on site at the OCCCA gallery during his solo exhibition. d. Local Poet Marcus Amari Poetry presentation will be held in the school classroom w/ Q & A after the reading. (All of our Artist Educators and Guest Artist Lecturers are practicing artists, arts advocates and active members of Santa Ana Community Arts Organizations.) 3. Supplies: Art Supplies for workshops : $1,350 Total For the purchasing of perishable and non-perishable multi -media art supplies, for use by the students to create artworks in AFA hands-on workshop series. Supplies will include but not limited to : Acrylic paints, water colors, various brushes, pastels, pencils, various papers, wood, glue, rulers, printmaking supplies and various other mixed media supplies tba.... 4. Field Trip Rental: Bus Rental for Museum field trip : $450 Total A bus will be rented to transport students on a field trip from Garfield Elementary to Bowers Museum and then back to Garfield. (All other field trips will be walking distance from school) Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? Not applicable. Question 2: Is this a new or existing program/project? It is an expansion of OCCCA's "Art For All" Arts Outreach Program. This new expansion will include a three month partnership -outreach with -to Garfield Elementary School providing hands- on workshops to participating students along with Art field trips and Guest Artist Lecturers, exploring, celebrating and reflecting on the vibrant Culture and History of Santa Ana. History of "Art For All" (AFA): Because OCCCA is an unsalaried, artist member run 501c3, programs such as "Art for All" can only be facilitated with the allocation of grant funds. The "Art for All" Arts Outreach Program (AFA), was established by the Orange County Center For Contemporary Art, in 2013, through the The Orange County Center for Contemporary Art (OCCCA) Page 2 of 3 25C-79 EXHIBIT 8 financial support of the OC Arts Initiative Grant. AFA began as an on-site program, held at the OCCCCA Gallery, providing free hands-on art workshops to the public, in conjunction with the art exhibition on view. In 2016, "Art For All" facilitated a 12 week AFA Arts Mentorship program, partnering with the Corbin Center for at risk families, and provided art workshops and an exhibition to their teen population. AFA arts outreach programming has been made possible through grant funds from 2013 to 2016. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? The proposed program "Art For All" will focus its outreach to the Santa Ana Unified School District, which is part of the public school system. We will specifically be outreaching to Garfield Elementary School in Santa Ana. A three month series of FREE hands-on Arts workshops, Guest Artist Lectures and Arts Field trips will be provided to public school students from Garfield Elementary School. Participating students will have the opportunity to create collaborative and Individual projects in a variety of mixed media, while gaining tools/skills, inspiration, and a positive access to their imagination and creativity. Workshops, presentations and field trip themes will explore and reflect the past and present Culture and History of Santa Ana. Workshops will culminate in a student art exhibition (of artwork created in the workshops). This exhibition will be held at Garfield and OCCCA. The exhibition held at OCCCA will be Free and open to the public. Question 4: How will this project enrich the quality of life for Santa Ana residents? Arts and cultural programming play an important role in cultivating and enriching our communities. By providing opportunities for participation in accessible and free art outreach, all levels of society can take part and benefit, regardless of income levels and status. Participation In Art programs can increase: self-worth and esteem; ability to solve problems; a connection to others; skill set, self understanding and personal empowerment through creative expression. The arts provide: a meaningful and positive use of time and can give a renewed meaning, purpose and inspiration to lives that may otherwise be stressful and difficult. The arts cultivate a positive vehicle with which to express, engage, educate and communicate with friends, family and community. Our AFA arts outreach program will engage the underserved population of SAUSD school students, who are in need of and have lack of hands-on art programming in their school. Specifically, Art For All will outreach to and partner with Garfield Elementary School (in SAUSD). Garfield Elementary School is a recipient of free lunch programs. Garfield has expressed the need and desire for hands on arts programming and they are excited to participate in the Art For All Arts Outreach Program. Via hands-on art workshops and various field trips into the city's vast cultural landscape and venues, we seek to enrich the lives of these participating students and plant a creative seed so they may continue to cultivate their imagination through the process of art making and art appreciation. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. All of the Artist / Educators and Guest Artist Lecturer's that are being paid for their participation in this grant are either residents of Santa Ana or are actively working members and/or staff of 501 c3 Arts Organizations located in the city of Santa Ana. The Orange County Center for Contemporary Art (OCCCA) Page 3 of 3 25C-80 EXHIBIT 9 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MEDIA ARTS SANTA ANA This Artist Grant Agreement ("Agreement") Is made and entered this 171h day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Media Arts Santa Ana ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by bath Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand, Six Hundred, Ninety Dollars ($6,690.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,345.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $3,345.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable In the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 25C-81 EXHIBIT 9 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, Including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-82 EXHIBIT 9 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Llabllity. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or In equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo In association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-83 WCi-M01 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or Its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (il) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Media Arts Santa Ana P.O. Box 1816 Santa Ana, CA 92702 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-84 EXHIBIT 9 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether orator written. 7.16. 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 damages to City in the event that such authority or power is not, in fact is withdrawn. {Signatures on following page} 25C-85 fees, for any injuries or , held by the signatory or DocuSign Envelope ID: DAEE8CFC-8FDB-47D4-BCAF-1EC5FBBEF427 EXHIBIT 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: Name: Victor FraAn Title: Director, Media Arts Santa Ana DocuSlgned by; Name: um Title:oirector of Finance Community Partners 11 25C-86 EXHIBIT 9 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-87 EXHIBIT 9 Name of Applicant: Award Amount: Category: Average Score: Media Arts Santa Ana $6,690 Organization 92.2 -3rd (MASA) Artist's Description of Project: Media Arts Santa Ana (MASA) will partner with New York's acclaimed Philip K. Dick Film Festival to: 1. Curate a local tribute to visionary artist and former Santa Ana resident Philip K. Dick (PKD) as part of the 9th OC Film Fiesta in October 2018; 2. Launch a Multicultural Dystopian/Science Fiction Short Film Challenge; and 3. Bring the Philip K. Dick Film Festival to Santa Ana in March 2019. Winning films created during the challenge will be screened in the PKD Festival, providing international exposure to local filmmakers and Santa Ana's history as the author's home and literary inspiration. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Wards 2, 3, 5, and 6. Organization's proposed use of funds: Funds from the Investing in the Artist grant will be used to produce, present and promote a multifaceted, multi -venue tribute to visionary science fiction author and former Santa Ana resident, Philip K. Dick (PKD), and to provide free admission to Santa Ana residents, students and teachers. Proposed use of funds includes artist stipends, travel, lodging, printing, marketing, and rental fees for films, equipment and venues. Funds will also be utilized for website development, video documentation, and for vigorous outreach to activate communities and populations in Santa Ana underserved by the arts. Taking its lead from the multicultural vision in PKD's work, funds will also be used to will broaden the discussion of diverse ethnic voices and visions in science fiction and speculative literature and film, and to invite judges for the film challenge such as producer Victoria Alonso (Guardians of the Galaxy, Black Panther), writer Roberto Orci (Star Trek), actor Donald Glover (Solo: A Star Wars Story), director Alex Rivera (Sleep Dealer), singer -songwriter Janelle Monae (Dirty Computer), Richard Linklater (A Scanner Darkly) and actor Edward James Olmos (Blade Runner, Battlestar Galactica), whose Youth Cinema Project takes place at Santa Ana High School. This will have an important role in promoting multi-ethnic visions, contributions and opportunities across sectors, including literature, science, philosophy, placemaking, futurism, technology, virtual reality, social justice, equity and inclusion. 9th OC Film Fiesta (October 18-28, 2018): Grant funds will support a special Tribute to Philip K. Dick at Santa Ana College. This tribute will screen filmed adaptations of the author's work, documentaries and present a panel discussion by Philip K. Dick experts. The tribute will have tie- ins with the Santa Ana Public Library to stimulate appreciation of PKD's writings during the 90th Anniversary of the author's birth. In 2013, the Film Fiesta hosted the OC Premiere of Amazon's series, The Man in the High Castle, based on PKD's groundbreaking novel. For the 2018 festival, we will showcase the streaming Media Arts Santa Ana (MASA) Page 1 of 5 25C-88 EXHIBIT 9 series Electric Dreams, a multicultural British -American co -production, which also streams on Amazon. The Santa Ana Philip K. Dick Multicultural Dystopian & Science Fiction Film Challenge (October 2018 - March 2019): This five-month filmmaking challenge will be launched during the 9th OC Film Fiesta in October 2018, and winning films created as part of this challenge will be screened during the 7th Philip K. Dick Film Festival in March 2019. Philip K. Dick Film Festival (March 2019): Funds will be used to bring partner with the Philip K. Dick Film Festival to bring the event to Santa Ana for a historic first presentation of the festival in California, in order to celebrate and recognize Santa Ana's role in inspiring the multicultural world represented in the author's later work. The Philip K. Dick festival will take place in a number of venues, including Picture Show at Main Place, Santa Ana College and the Santa Ana Public Library. Additionally, the festival will also plan a screening and community celebration at the Ebel] Club, which is located one block from Philip K. Dick's home, and other community spaces relevant to Philip K. Dick's history in Santa Ana. The PKD Festival will also host a discussion of PKD's metaphysical VALIS Trilogy, which was written in Santa Ana and is full of stories about the author's time here. Grant funds will print posters, postcards and bookmarks, which will be distributed at libraries and locations throughout Santa Ana to promote artistic engagement from residents, youth, students and visitors from all six wards in the city. We will also support creative placemaking by conducting a "Philip K. Dick Walking Tour" of Santa Ana and creating a "Philip K. Dick Psychogeographic Map," highlighting places where Philip K. Dick lived and frequented in Santa Ana and Orange County. The PKD festival will also be promoted at WonderCon, which takes place in March 2019 at the Anaheim Convention Center. Approximately 40% of PKD Festival submissions come from Southern California, and the PKD community is heavily represented in the LA/OC area. This combines to assure a large turnout of visitors from throughout the region, which would help return the city's investment in this project by creating new customers for local restaurants, businesses and venues participating In the festival. Where possible, grant funds will be used for Santa Ana vendors and businesses in order to broaden the impact of the project's investment in the local arts economy. MASA brings a significant outreach infrastructure that includes more than 2,000 contacts, including local, regional and national media, academics, filmmakers, community organizations, arts organizations, funders and festival fans. We also maintain two websites, www.masamedia.org and www.ocfiilmfiesta.org, which are updated regularly. Additionally, we print and distribute 5,000 postcards, posters and create a colorful pdf festival catalogue, which is uploaded to our website and emailed to our outreach list, providing statewide and national exposure. We also send out regular updates via Mail Chimp and social media before, during and after the festival. The project's impact is communicated via news coverage, social media and presentations to City Council, business groups and community organizations. We receive regular consistent Media Arts Santa Ana (MASA) Page 2 of 5 25C-89 EXHIBIT 9 and generous coverage from the OC Weekly, OC Register, Excelsior, Miniondas, the City of Santa Ana, online events calendars and local Latino electronic and online media outlets. MASA's Radio Partner La Ranchera 96.7 FM, which is based in Santa Ana, will promote the project to more than 420,000 listeners throughout Southern California, We also have outreach partners such as Stay Connected OC, SAUSD and the OCHCC. This helps to maximize our visibility and communicate the value, impact, artistic rigor and accessibility of our programs to over 350,000 people. We also document all our programs via photography and video. Funding from the Santa Ana Investing in the Arts grant is critical to success of this project, and will help leverage the resources of the Film Fiesta and the Philip K. Dick Film Festival to bring the festival to Santa Ana. If funding from the grant is not received, the 2019 Philip K. Dick Festival will be held in New York. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? This project does not currently require additional resources from the city beyond the grant funds. Depending on the diversity of the final screening locations, we may need to request use the new city screening equipment to be used for free outdoor community screenings in parks. Question 2: Is this a new or existing program/project? This collaboration is a new project and for the OC Film Fiesta, which is in its 9th year. The website for the OC Film Fiesta is www.ocfilmfiesta.org, and the trailer for Media Arts Santa Ana (MASA) is viewable at https:/ivimeo.com/252737907 The Philip K. Dick Film Festival is in its 7th season. The website for the festival is www.ThePhilipKDickFilmFestival.com, and the trailer for the 2017 festival is viewable at https:/Ivimeo.com/244124683 The Multicultural Dystopian/Science Fiction Short Film Challenge is a new component, and is part of Media Arts Santa Ana's strategic plan to create a citywide filmmaking challenge. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? The project will be presented via a series of innovative and engaging events at traditional and non-traditional screening venues, community spaces, schools, the Santa Ana Public Library and sites relevant to Philip K. Dick's life and history in Santa Ana. By selecting venues and sites located throughout the city, this project demonstrates a commitment to accessibility, to geographic diversity and to showcasing diverse cultural spaces located in Santa Ana's often overlooked communities outside of downtown. Attendance to activities funded by the Investing in the Artist grant will be free for all Santa Ana residents, students and teachers. Media Arts Santa Ana (MASA) Page 3 of 5 25C-90 EXHIBIT 9 The Multicultural Dystopian Science Fiction Film Challenge will be launched and promoted during the 9th OC Film Fiesta, and will encourage participation from filmmakers in all six of Santa Ana's wards. The winning films will be presented in Santa Ana as part of the Philip K. Dick Film Festival in March 2019. In addition to providing accessible and affordable prices for Film Fiesta festival passes and tickets to individual screenings, MASA offers low-cost $5 ticket prices to Santa Ana residents, students, teachers and military/veterans. MASA is also committed to free community programming as part of its events, in order to increase accessibility and family participation. MASA utilizes a successful three-month outreach plan, strong media relationships, an extensive outreach list and network of community partners to promote and share the project to the public. The PKD festival will also be promoted at WonderCon, which takes place at the Anaheim Convention Center in March 2019. Question 4: How will this project enrich the quality of life for Santa Ana residents? This project will enrich the quality of life for Santa Ana residents by providing innovative, engaging, participatory and inspirational screenings, discussions and filmmaking opportunities celebrating Santa Ana's most famous author, and visionary science fiction writer Philip K. Dick.. Philip K. Dick is recognized as one of the most prolific sci-fi writers in the world, whose works have been adapted to numerous influential Hollywood releases including Blade Runner, Minority Report, Total Recall and A Scanner Darkly. While the fact that Philip K. Dick spent the last seven years of his life in Santa Ana is known to fans and scholars throughout the world, it is virtually unknown to Santa Ana residents. Few Santaneros know, for example, that PKD wrote three major novels in a small apartment across from St. Joseph's Church, and lived there when film legend Ridley Scott was adapting Dick's story "Do Androids Dream of Electric Sheep?" into the watershed multicultural 1982 Science Fiction classic Blade Runner starring Edward James Olmos. Screenings will be distributed all over Santa Ana so residents have equal access and opportunity to watch the free films. The Short Film competition will energize Santa Ana's citywide film community. Awareness that one of the most beloved writers in the world lived in Santa Ana will be a source of pride for Santa Ana residents, especially youth, aspiring writers, filmmakers and artists. It will spur an important discussion, appreciation and interest in the city's history, revisiting Santa Ana in the late 1970s and reimagining its future. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. This project will stimulate economic development in Santa Ana by identifying and promoting the city as a major international cultural destination for fans of author Philip K. Dick, science fiction literature and film, speculative fiction, history, metaphysics and Anaheim's WonderCon. The combined resources, visions and fan bases of the OC Film Fiesta and the Philip K. Dick Film Festival will put Santa Ana on the multicultural map for audiences from California to New York, Media Arts Santa Ana (MASA) Page 4 of 5 25C-91 EXHIBIT 9 and in cities where the PKD Festival has been held, including Berlin, Rotterdam and Lille, France This project will attract international tourists, artists, visitors, scholars to Santa Ana, adding an important artistic figure to Santa Ana's cultural legacy, which already Includes Marlon Brando, Dianne Keaton, The Righteous Brothers and Pepito and Joanne. This project fulfills numerous priorities of Santa Ana's Arts Strategic Plan, and is in alignment with the Film Fiesta's mission to celebrate Santa Ana's multicultural history and to stimulate creative cultural development. Since 2010, the Film Fiesta has spotlighted venues and organizations in Santa Ana's six wards, .introducing them to wider audiences. These include SAUSD's SanArts Conservatory, OC Musicians' Association, Frida Cinema, Heritage Museum of OC, LGBT Center on 4th, the Suavecito Pomade Store, and the Bowers Museum. The Short Film Challenge will promote Santa Ana as a film making destination, stimulate investment in digital production in Santa Ana, engage the city's writers and media artists. MASA will showcase important production resources, such as the SAC Digital Media Center and Samy's Camera on Bristol. Media Arts Santa Ana (MASA) Page 5 of 5 25C-92 EXHIBIT 10 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND HERITAGE MUSEUM OF ORANGE COUNTY This Artist Grant Agreement ("Agreement") is made and entered this 171' day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Heritage- Museum of -Orange County ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants. and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunderwill be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Fundina. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand, Six Hundred, Ninety Dollars ($6,210.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,105.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $3,105.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 25C-93 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested, The Reports shall be in a format that Is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City.in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-94 EXHIBIT 10 4,2, In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 5. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-95 EXHIBIT 10 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall Include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Heritage Museum of Orange County 3101 W. Harvard Street Santa Ana, CA 92704 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 4 25C-96 IOTA :11-3IM101 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral.or written. 7.16. 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. {Signatures on following page} 25C-97 EXHIBIT 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho CityA"ORgy 0 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: Name: moi%C%v-,rA Title: Z,c��,ti•s O�r� 0 25C-98 EXHIBIT 10 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-99 Name of Applicant: Heritage Museum of Orange County Award Amount: Category: $6,210 Organization Organization's description of Project: EXHIBIT 10 Average Score: 87.4 — 4'h "Celebrating Santa Ana: History, Heritage, Culture, Art, and Education" project will bring Santa Ana artists, Santa Ana students, and Santa Ana residents together to develop a mural that emphasizes and depicts the rich cultural heritage of the city and workshops that documents the process from conceptualization to final product of the process. The mural will capture two historic milestones of Santa Ana. First, the 150th anniversary of the founding of Santa Ana in 1869 and the 130th anniversary of Santa Ana Unified School District. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Ward 6. Organization's proposed use of funds: "Celebrating Santa Ana: History, Heritage, Culture, Art, and Education" project will bring Santa Ana artists, Santa Ana students, and Santa Ana residents together to develop a mural that emphasizes and depicts the rich cultural heritage of the city and workshops that documents the process from conceptualization to final product of the process. Over the past two years, Heritage Museum has collected data and ideas from community residents, museum stakeholders, and community partners of what they envision the mural to represent. The final mural product will be a amalgamation of two Santa Ana celebrations; Santa Ana Unified School District celebrating 130 years (2018) and City of Santa Ana celebrating 150 years (2019). Our theme of History, Heritage, Culture, Art, and Education will weave the mosaic of layers of Santa Ana into a 15' Height X 80' Length mural located at Heritage Museum (Ward 6). The layers will include natural history (plant habitats and wildlife habits), mixed in with cultural history dating back to Indigenous Tongva to present day city cultural life, and incorporating Santa Ana Unified school history profiling landscapes, buildings, and educator and student profiles. The unique location of Heritage Museum is home to many layers of cultural history such as the Pas Benga (Tongva village) to Rancho Santiago de Santa Ana to Gospel Swamp and much more. Utilizing Heritage Museum's educational model, the project will consist of Artist Educators working with Student Artists from Godinez High School visual and graphic design and photography students. This is confirmed through our community partner at Santa Ana Unified School District with Robyn McNair. Robyn has helped organize the Boca de Oro Literacy Festival in downtown Santa Ana the past couple years and turning SAUSD into a premier arts school district in the county. Our mentor artists will be the experienced coalition of muralists from Orange County Fine Arts Studio. The muralists have made their mark around Santa Ana at various locations throughout downtown and Ward 1. The artists will work collaboratively with our students and community residents in the conceptualization process through completion of the mural. Led by a series of 8 workshops by our muralists, students will learn theory and history of murals, composition (large format painting, basic weight lines), and the final workshops focus on creation of the mural including use of materials. Heritage Museum of Orange County 1 of 3 25C-100 EXHIBIT 10 The purpose of the workshops is generating tools for the execution of the mural through learning of technical knowledge about color, composition, painting, and drawing. Because most of the student artists have no experience with murals, this will be valuable to their education and training in art and provide them with first-hand experience of murals. The muralists will also host Saturday drop in days, in which our Santa Ana community will have the opportunity to assist in creation of the mural. These open art studios will provide general overview of mural creation but be valuable learning experiences for interested community members to learn about their community history. Lastly, Heritage Museum's mission is to preserve our natural and cultural history. The museum will host a series of history talks that focuses on our cultural legacies. These history talks will bring in community historians that will add a contextual background to what is being painted on the mural. This will add a much more enriching experience for our student artists and community members because the history of mural will not just drawn, but the histories of our past figures will have voice. This will also allow the museum to curate a unit of study for local elementary and high school students to visit the mural throughout the school year and interpret what they see and how it relates to the current Santa Ana trends. The project will create a mural that represents the continuity and change of the Santa Ana community, as well as passing the baton to the next generation of community artists. The artists will work directly with the museum's historian to develop a historically and culturally rooted mural design. The museum has already begun gathering information from the community of what should be included in the Santa Ana mural, Lastly, a portion of the grant will also be used print bilingual invites and flyers for the mural's opening public reception which includes appetizers, drinks, and a cultural presentation about the mural. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? Due to the project being on private property, the Heritage Museum should not be required to obtain City of Santa Ana permits. If any permits are deemed to be obtained after the project commences, the museum will file and pull permits through the city. Question 2: Is this a new or existing program/project? While this is a new project for Heritage Museum, this project is part of a vision plan developed in summer 2015. The museum began an initiative to enhance our visitors' outdoor experience on our 12 -acre property. A number of factors came into play: feeling comfortable and welcomed; wayrinding; rest areas; and enhancing the educational and cultural opportunities. Educational kiosks and interpretive panels were installed around the property, two site map kiosks were installed, more benches to slow down and take in the scenery were installed, additional banners and interpretive panels were installed as well. The museum also allocated an artistic cultural space designated for a series of murals depicting Santa Ana and Orange County's cultural and natural history. The cultural arts mural project aligns with the museum's outdoor interpretive plan to enhance the visitors' museum experience. There will be a series of mural depicting not only Santa Ana history, but Orange County as well. As an organization dedicated to preserving Orange County, other cultural murals will incorporate the entire region of Orange County. This Santa Ana mural will add to our existing outdoor interpretive and educational plan and add an artistic expression to the museum grounds. It will also serve as an educational mural to teach our local history through pictorial storytelling. A social science unit of study will be developed along with visual arts standards. Heritage Museum of Orange County 2of3 25C-101 EXHIBIT 10 Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? We believe the phrase a pictures tells a thousand words has deep meaning. A mural representing the over hundred years of Santa Ana history, heritage and culture will surely express thousands of words to our public. Once the mural is complete Heritage Museum will host a grand opening reception for the community. The event will consist of a presentation of the symbolical significance of the mural by a Santa Ana historian. It will also honor the muralist team for their work on the project. The reception will be free to the public. Lastly, since the mural is part of the outdoor interpretive plan, it will be accessible to the public at all times during our museum public hours. This will allow visits to understand the layers of history included in the mural by museum volunteer docents and staff. Question 4: How will this project enrich the quality of life for Santa Ana residents? We believe this project will enrich the quality of life for Santa Ana residents in a numbers of ways. First, Heritage Museum Is located in the southwest area of Santa Ana. While there is a vibrant arts community in downtown, there is a void in other areas of the city. This will enable the local community to enjoy arts and culture without heading downtown by spreading the availability of arts throughout the city. Our Santa Ana community has major transportation issues; this project will bring arts and culture to surrounding neighborhoods. Second, because this project is based on artist and student platform, our student artists will be directly impacted in the process of mural planning and implementation. This will impact the youth in a tremendous way as they becoming the future art leaders of the community. Lastly, the cultural and historical significance of Santa Ana will be permanently displayed for the community at an organization whose mission is to preserve the history and culture of our community. We feel that the interpretive talks that we will host for our community will deepen their connection to the historical heritage of their city and develop a deeper sense of pride in their local history. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. This project will assist in the economic development of the city by providing resident artists work for a community project. We also feel that this project instills a sense of ownership and deeper understanding of cultural heritage to our student artists. By during this we feel this will have a long term effect on our student community staying in the city, purchasing homes in the city, and working in the city. All these long term factors will increase economic development in the City of Santa Ana. Many students wish to leave the city because they have no deep connection their city. We also feel that the mural will attract more visitors to the museum increasing general operating revenue that filters back into the city. As a southern California attraction the museum's has seen an increase in visitors of 25% in the past two years. Heritage Museum of Orange County 3of3 25C-102 EXHIBIT 11 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ALBI This Artist Grant Agreement ("Agreement") is made and entered this 17"' day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and ALBI ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand, One Hundred, Ninety Dollars ($6,190.00) (`Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,095.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $3,095.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 25C-103 EXHIBIT 11 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional Information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, Including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide Its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination, 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-104 EXHIBIT 11 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5, Limitation of Liability. 5,1, IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorneys fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7, General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-105 EXHIBIT 11 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (li) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall Include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: ALBI 505 E. Central Avenue Santa Ana, CA 92707 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-106 EXHIBIT 11 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City, 7.10. Grantee grants to City a non-exclusive, Irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. j,. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7,15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written, 7.16. 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. {Signatures on following page} 25C-107 EXHIBIT 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho M City RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Title: F 25C-108 EXHIBIT 11 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-109 EXHIBIT 11 Name of Applicant: Award Amount: Category: Average Score: ALBI $6,190 Organization 87.2-5'h Organization's Description of Project: Active Learning Believe and Inspire in partnership with the Delhi Center summer camp will provide the opportunityfor students ages 5-15, to create visual art and poetry based on their own personal community superheroes. The varied pieces of artwork will be published and showcased throughout the city at several venues such as DTSA Art walk, Santa Ana Public Libraries and local businesses. The winning poetry piece will be showcased through a song or spoken word and accompanied by a contemporary dance; while the winning art piece will become the cover of the book. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Wards 1, 2, and 4. Organization's proposed use of funds: Active Learning Believe and Inspire (ALBI) will use the funding to pay for staff salaries, materials for the projects and the publishing fees. The total amount of funding requested is $6190.00 A teaching artist will spend a total of 39 days teaching various age groups developmentally appropriate lessons in visual art and poetry. Students will be working with the teacher for 50 minutes 5 days a week to learn and create their own works of art that will then be composed into a published book by Classroom Authors. The teaching artist will be paid $25 an hour and have 1 hour to prepare program activities each day and 3 hours of instruction for all age groups. The first 6 weeks, or 24 days, will be spent in the classroom with students. At the beginning of each week, a community hero, such as a police officer, local artist, educator or family member, will visit the class and speak to the students about their career and their goals. Next, the teacher will guide the students to analyze what they learned about this community hero, reflect on their own goals, and write freely to express their thoughts. Students will then analyze and unpack a developmentally appropriate poem related to the hero or subject of the week such as dreams or goals. Additionally, the teacher will lead students into critically thinking and analyzing various pieces of visual art that encapsulate their feelings into a picture. At the end of the week, students will have the chance to present their works of art in front of the class and share their visions. Skill development activities in each discipline of art are based on the California Arts Standards and the developmentally appropriate needs of the students. The curriculum builds in a weekly series that begins with foundational skills then methodically explored and analyzed through a multitude of activities and projects that merge art, expression, self-awareness and end with a culminating performance. Every class encompasses the development of English -Language skills as well as providing opportunities for children to explore, create and innovate their ideas through art. Students explore a wide variety of techniques and methods to produce meaningful artworks ready for showcase. Various materials such as paper, colored pencils, paint and paint brushes, will need to be purchased at a total cost of $700. Throughout the program the community hero's will have a time to judge the material and choose 2 winning pieces by the end of 6 weeks. The winning poetry piece will be showcased through a song or spoken word and accompanied by a contemporary dance; while the winning art piece will become the cover of the book and will be submitted to Classroom Authors to be published. The teacher will spend the remaining 15 days teaching students dance choreography to accompany the poetry through song or spoken word and supporting students at their community ALBI Page 1 of 4 25C-110 EXHIBIT 11 performances. Students will have a chance to showcase their efforts and the published book at various venues such as the end of summer performance at the Delhi Center, Downtown Santa Ana Art Walk, Santa Ana Library and other local business. The cost for each book is $18.00. We will order a total of 150 books. One hundred and fifty books will be distributed to the students and throughout the city of Santa Ana in various venues. Once the book is published and ready to distribute, the teacher, parents and the students will attend one City of Santa Ana Council and one SAUSD board Meeting to share their project and experiences, as well as other venues throughout the city to celebrate the artistic community. Program activities and outcomes are defined based on 4 main areas to encourage positive youth development included in classroom time at the Delhi Center. SKILL BUILDING/CREATING: Youths will learn foundational skills to conceptualize, develop and refine artistic ideas that are methodically explored and analyzed through a multitude of activities combined with problem solving, personal development and gang prevention. Expert artists will conduct classes on Iffe skills, self and body awareness, self-identity, how to resolve conflicts and communication through arts -based lessons. RESPONDING/CONNECTING: Young artists will observe, interpret, analyze, and evaluate novice and professional art work and activities to establish critical thinking skills, increase knowledge through personal experiences, and develop new ideas with societal, cultural and historical context to deepen understanding of the work. Activities will help youths to discover appreciation and inspiration for optimal growth and motivation to achieve personal goals. PERFORMING/PRESENTING: Youths will exercise and refine artistic work to convey meaning through presentation of artwork as individuals and with groups. Students will gain.positive peer interactions, trust, teamwork and belonging to a community by connecting with peers and adults who demonstrate positive social behaviors, networking, supportive mentors and community engagement. Participants will create their presentations to highlight lessons learned through their participation in gang prevention activities and skill development process. RECOGNITION: Young artists will participate in events, attend crime prevention workshops and gain an understanding of humane values, empathy and a sense of social justice. Activities are focused on social and behavioral skills. Students will be recognized for their accomplishments during regular performance evaluations and feedback provided by the instructors as well as by the rewards of participating in the community performances. Program Evaluation will require two forms of assessments to ensure compliance with grant requirements are met, and to evaluate students' progress and outcomes in the community. Result findings will include accurate and complete data and demographics through proper intake and eligibility assessment, tracking of attendance and levels of participation in all program components, tracking of expenditures and staff time with appropriate source documentation. Programmatic outcomes are expected to include an increase in communication, team building and technical skills in visual and performing art, achievement of personal goals, self and body awareness and confidence and a strong commitment to respecting self and their community. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? There are no additional City of Santa Ana resources required to obtain for our project ALBI Page 2 of 4 25C-111 EXHIBIT 11 Question 2: Is this a new or existing program/project? The proposed new program is an addition to the Active Learning and Delhi Center Summer Enrichment program, with more opportunities to expand into the community. ALBI was created as a non-profit organization as an offshoot of Active Learning (AL), which was founded in 1999, with a vision to incorporate a sanctuary in the school setting that models healthy behaviors. Active Learning has served the Santa Ana Community for over 18 years providing arts enrichment education for the SAUSD after-school programs. ALBI was founded in response to the need to provide arts enrichment activities at no cost to Santa Ana youths. After working for years with low income families in the schools, it became evident that the schools cannot serve all children in need of additional guidance and enrichment activities. ALBI was created with the vision to make arts classes' accessible, fun, inspiring and educational beyond the school day. In an attempt to fulfill its vision, Active Learning partnered with Delhi Center in 2016 and 2017 to conduct a pilot Summer Enrichment Camp. Young artists completed daily activities that built their skill level, self-efficacy and worked towards a goal that they exceeded in fulfillment. Each participant surpassed the expectations and won over the audience in their final performance. Students were so affected by the experience of making positive relationships, building skills, self-confidence and bonding with their peers, that they have expressed an awakening need to attend more classes at Delhi Center but cannot afford to due to financial constraints. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? Arts events may be a source of pride for residents in their community, increasing their sense of connection to that community. The Delhi Center is an integral, supportive icon in the community and acts as a venue that draws people together engaged in constructive social activities and fosters trust in the community. Furthermore, we will be reserving time and space at the Downtown City of Santa Ana Art Walk at the beginning of August. Our students' parents are so supportive and active in their child's life that parents will transport their kids to any of the free venues we schedule performances at. This will also raise the families exposure to the wonderful sites throughout Santa Ana and offer more opportunities for the young artists to showcase what they learned through various free community events including SAUSD School Fair, Delhi center events and Active Learning's Party in the Park. Question 4: How will this project enrich the quality of life for Santa Ana residents? The proposed program focuses on quality youth engagement, enrichment and education during the summer with guiding experts who act as a positive influence on youth. Young artists will gain skill enrichment, self-expression, stress relief and socialization through meaningful activities that will be recognized and rewarded at culminating events throughout the community. This program will sustain healthy bonding with pro social adults and peers to expand opportunities for young Santa Ana artists. ALIBI programs and teachers have been evaluated for effectiveness through classroom practiced lessons for youth with an emphasis in art expression. Students who participate in constructive arts based activities have an increase in cognitive skills, self-control, sense of belonging, and a sense of achievement; as well as increased discipline, stress relief and focus on goals for their future. The arts channel energy into positive quests for better education, stronger family life and rich community. Our programs provide a multitude of opportunities for Santa Ana youth to showcase a powerful personal voice that allows them to both assert their uniqueness and link to others. Artistic expression helps young people learn and improve communication skills through ALBI Page 3 of 4 25C-112 EXHIBIT 11 collaboration in both the visual and performing arts that provide a safe medium for practicing and rediscovering social interaction skills. Young artists will have the opportunities to have decision- making and problem -solving responsibilities and thus feel ownership of the program and an impact on the community. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. During our fall and winter programs at the Delhi Center, we served a total of 120 students. Seventy-four percent of our participants classified as extremely low income, 24% very low income and 9% low income. Youths and teens living in the Delhi neighborhood qualify as at risk and underprivileged communities face cyclical challenges due to the lack of opportunities to gain insight and recognize their inner gifts in a safe environment. ALBI will improve the summer program by giving artists a chance to voice their creations in poetry, spoken word, song, dance and visual art. Furthermore, our young artists will discover community heroes and their impact in the community, which will inspire our students to become heroes too. ALBI will provide support for young artists to showcase what they learned through various community events including DTSA Art Walk and connecting with local businesses to display the published book in their space. This will also bring awareness to local venues that support the arts throughout Santa Ana. Our students will enhance the community with powerful messages by sharing their published book throughout the city and through their contemporary performances. Moreover, ALBI will offer Santa Ana residents job opportunities to use their artistic backgrounds to teach skills within our program. Currently, many of our teaching artists are Santa Ana residents who feel a sense of empowerment and importance to giving back in our community, especially teaching the arts for youth. ALBI Page 4 of 4 25C-113 EXHIBIT 12 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER This Artist Grant Agreement ("Agreement") is made and entered this 17th day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Orange -County Child ren's.Therapeutic Arts Center ("Grantee") for the purpose of providing grant funding pursuant to the Investing In the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunderwill be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand, Thirty Dollars ($6,030.00)("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,015.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $3,015.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 25C-114 114A : I 1 :1111 a V 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be Included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis, Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 25C-115 EXHIBIT 12 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Llabllity. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the Cityfrom any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 25C-116 EXHIBIT 12 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Orange County Children's Therapeutic Arts Center 2215 N. Broadway Street Santa Ana, CA 92706 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited 4 25C-117 EXHIBIT 12 by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Parry 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. (Signatures on following page) 25C-118 EXHIBIT 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: OC - Name: C Name: Title: e Xer• , uL �` �Cec�q� 25C-119 EXHIBIT 12 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-120 W14:II-:1111MV Name of Applicant: Award Amount: Category: Average Score: Orange County $6,030 Organization 85.6 — 6w Children's Therapeutic Arts Center (OCCTAC) Organization's Description of Project: The Orange County Children's Therapeutic Arts Center (OCCTAC) will produce a large-scale Youth Art Exhibition ("We are Santa Ana") to celebrate our Santa Ana youth, history, culture and diversityl The Art Exhibition will feature middle school students' personal self-portraits through visual arts to express their cultural identity, voice and self-imagel Students will also exhibit their personal "I am Santa Ana Poems" along with their art. In addition, OCCTAC will produce a Multicultural Family Festival that same day to celebrate the rich cultural diversity in Santa Ana, in partnership with the Mexican Consulate, the Cambodia Family and Southland Integrated Services. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Wards 1-6. Organization's proposed use of funds:: The majority of the funds will be used to hire local Santa Ana Artists and Contracted Instructors for this project, as well as to pay Artists Stipends for the Multicultural Family Festival ($6450). In addition, OCCTAC will require some materials and supplies for the Art workshops and Exhibition. ($1,375); and funds for the production of the Art Exhibition and Multicultural Family Festival ($2,175). Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? The Orange County Children's Therapeutic ARTS Center has a business license and all required insurances to conduct projectlevent. The only City of Santa resource that we will probably request is the City of Santa Ana stage for the festival. Question 2: Is this a new or existing program/project?: Yes, this is a new project for the Orange County Children's Therapeutic ARTS Center (OCCTAC). Although this is a new project, OCCTAC has done similar projects in the past with our strong community partners, such as the Santa Ana Unified School District, the Mexican Consulate, the Cambodian Family and Southland Integrated Services. Please see letters of support attached with this proposal. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? The Orange County Children's Therapeutic ARTS Center will work together with our community partners to share with the public this exciting event, featuring our talented Santa Ana youth from Orange County Children's Therapeutic Arts Center (OCCTAC) Page 1 of 2 25C-121 EXHIBIT 12 the various ethnic/cultural communities in Santa Anal Entrance to the event will be provided at no cost to the public. In addition, OCCTAC plans to promote, publicize and disseminate project in the following ways: 1) OCCTAC website and Facebook, 2) local media channels (online & print), 3) contact local radio and TV stations both English and Spanish, 4) develop flyers and save the date post cards for community outreach, 5) share with our Community partners, such as: City of Santa Ana, Santa Ana Downtown Inc., the Santa Ana Unified School District, TCF, SIS and others. Question 4: How will this project enrich the quality of life for Santa Ana residents? The Orange County Children's Therapeutic ARTS Center will hire local Santa Ana Artists to conduct the workshops with the Santa Ana students and final Art Exhibition. Also, the Multicultural Festival will feature local artists living in Santa Ana from the various ethnic/cultural groups (Latinos, Vietnamese and Cambodian) communities. Furthermore, and most importantly, our Santa Ana Youth will have the opportunity to showcase their personal stories, identity and cultural values growing up in Santa Ana. Finally, because Santa Ana is the home to various ethnically/culturally diverse communities, this project provides an opportunity to celebrate Santa Ana's diverse arts and cultural communityl It is very important to educate our Santa Ana youth and community about the importance of working together and valuing the different cultures in Santa Ana. In the past, gang activity and conflicts among the various ethnic/cultural groups were divisive in nature and created conflict in the community. An event like this one will foster peace, unity, and cultural understanding of the various ethnic/cultural communities in Santa Ana, while also celebrating the Santa Ana Arts community! Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. The project proposed here will stimulate economic development for the City of Santa Ana since OCCTAC is reinvesting the funds with this project by hiring local talent from the Santa Ana community. As mentioned previously, OCCTAC will hire local Santa Ana Art instructors and professional artists living in the City of Santa Ana. This creates workforce development opportunities for local residents. Also, OCCTAC plans to pay young adults to work on this project to assist and learn from professional artists. Orange County Children's Therapeutic Arts Center (OCCTAC) Page 2 of 2 25C-122 EXHIBIT 13 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND UC REGENTS (OUTREACH, CLAIRE TREVOR SCHOOL OF THE ARTS, UC IRVINE) This Artist Grant Agreement ("Agreement") is made and entered this 171 day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City'), and UC Regents (Outreach, Claire Trevor School of the Arts, UC Irvine) ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand, Ten Dollars ($6,010.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,005.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $3,005.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City s sole discretion. 25C-123 EXHIBIT 13 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following 4.1.1. Grantee's violation of any federal, state or local law or regulation. 25C-124 EXHIBIT 13 2.3. City represents that there is no correlation or connection between its selection of Institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report'), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 25C-125 EXHIBIT 13 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 25C-126 EXHIBIT 13 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement orto insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courierservice. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: UC Regents (Outreach, Claire Trevor School of the Arts, UC Irvine) 4000 Mesa Road Irvine, CA 92697-2775 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited 0 25C-127 EXHIBIT 13 by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Parry has had the opportunity to review and .consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. (Signatures on following page) 25C-128 EXHIBIT 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho Cityo ey n 0 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager 25C-129 Supervising Principal C&G Officer EXHIBIT 13 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-130 EXHIBIT 13 Name of Applicant: Award Amount: Category: Average Score: Outreach, UC Irvine $6,010 Organization 85.4 — 71' Organization's Description of Project: The Claire Trevor School of the Arts at UC Irvine floods Santa Ana High School students and teachers with opportunities to learn and grow through the arts. The emphasis of the partnership is youth development, exposing SAHS students to college and career pathways, using the arts as the tool. Through scholarships, workshops, master classes, performances and one-on-one coachings, the Trevor School is 1.) building students' awareness of the university experience making it a tangible goal; 2.) exposing students to the arts at the college level; 3.) emphasizing the value of an arts education; and 4.) cultivating engaged young artists. Organization is not based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Santa Ana in Wards 2, 3, 4, and 5. Organization's proposed use of funds: Funds from the City of Santa Ana will support the collaboration by providing scholarships for SAHS students to participate in multi -week intensives and one -day workshops, stipends for the teaching artists engaged in the program, and transportation, meals, materials, and free access to these and other ticketed events. We learned that, in the past, when we only offered free access to ticketed events without providing transportation and meals, students could not participate due to food insecurity and lack of reliable transportation. We seek to provide truly free access for the Santa Ana community, removing as many of the barriers to participation as possible. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? We present at least one, and as many as three, events in the Bill Medley Auditorium at SAHS and will need access to the auditorium for those events. This is usually arranged through the teachers at SAHS. Question 2: Is this a new or existing program/project? This is an existing program. It began in the 2012-13 school year with a single master class and side-by-side performance in the SAHS instrumental music area, and has grown since then to include all arts disciplines and many points of contact between UCI and SAHS. Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? The program will present at least one, and as many as three, free public performances at SAHS. These free performances will include a full symphony orchestra concert performed side-by-side by the UCI and SAHS Symphony Orchestras in Spring 2019. Additional free public events may include open lecture/demonstrations, master classes, and workshops throughout the 2018-19 school year. Outreach, UC Irvine Page 1 of 2 25C-131 EXHIBIT 13 Question 4: How will this project enrich the quality of life for Santa Ana residents? Santa Ana has a thriving arts and culture community. By connecting with and supporting the young artists of Santa Ana High School, we are cultivating artists who contribute to the community both today and in the future. Free public performances will add another layer of enrichment for residents. Infusing the Santa Ana community with premier arts experiences and instruction enriches the quality of life for all of Santa Ana's residents. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. When the arts thrive, the economy of a city thrives. Nationally, the average person spends $31.47, in addition to the cost of their ticket, to attend an arts event (Arts and Economic Prosperity 5 Study, Americans for the Arts). We will produce at least one, and as many as three, free public events at SAHS. While the cost of admission is free, the events will generate audience spending on meals, transportation, and other expenditures. Additionally, SAHS students will be exposed to the arts landscape at the college level and the professional creative sector, providing them with the training and access necessary to contribute to the creative economy of the City of Santa Ana.. Outreach, UC Irvine Page 2 of 2 25C-132 EXHIBIT 14 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND EL CENTRO CULTURAL DE MEXICO This Artist Grant Agreement ("Agreement') is made and entered this 170' day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and El -Centro Cultural de Mexico ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Five Thousand, Six Hundred, Ninety Dollars ($5,690.00) ("Grant Amount' or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $2,845.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $2,845.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 25C-133 EXHIBIT 14 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or Images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-134 EXHIBIT 14 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or fines for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the Cityfrom any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-135 EXHIBIT 14 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at Its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: EI Centro Cultural de Mexico 837 N. Ross Street Santa Ana, CA 92701 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-136 EXHIBIT 14 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.16. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral .or written. 7.16. 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. {Signatures on following page} 25C-137 L=wukfc1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: Title: IEt c Id 25C-138 !Ctip ►^ i EXHIBIT 14 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-139 Name of Applicant: Award Amount: Category: EI Centro Cultural de $5,690 Organization Mexico Organization's Description of Project: EXHIBIT 14 Average Score: 82.2 — 8'h This grant will support el Dia del Nino/Day of the Child 2019 event in downtown Santa Ana. On April 28, 2019, EI Centro Cultural de Mexico will present the annual el Dia del Nino/Day of the Child 2019 event, a free, family arts festival celebrating the traditional Latin-American holiday that honors the important role of the child in the family and society. Taking place in urban downtown Santa Ana's historic Birch Park, the day -long festival will feature approximately thirty participatory arts workshops and performances. In the months preceding the festival, EI Centro Cultural de Mexico will conduct interactive workshops. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Ward 2. Organization's proposed use of funds:: This grant will support el Dia del Nino/Day of the Child 2019 event in downtown Santa Ana. On April 28, 2019, EI Centro Cultural de Mexico will present the annual el Dia del Nino/Day of the Child 2019 event, a free, family arts festival celebrating the traditional Latin-American holiday that honors the important role of the child in the family and society. Taking place in urban downtown Santa Ana's historic Birch Park, the day -long festival will feature approximately thirty participatory arts workshops and performances. In the months preceding the festival, EI Centro Cultural de Mexico will conduct interactive workshops to develop visual, literary, and performing art works to be presented during the main festival. The celebration intends to engage community members and local artists in meaningful artistic and cultural experiences. EI Dia del Nino/Day of the Child event is Santa Ana's way of bringing together tradition, community organizations, families, students, and businesses. Participants will find themselves as creative and capable of meaningful participation regardless of skill level and creating her/his own art. Funds from this grant will be used specifically to pay local community artists to cover supplies and materials, and on stage performers. These funds would also help fund permits fees and rentals. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? Event requires to reserve Birch park for the day and senior center for restrooms access. In addition to Orange County Fire Authority permit fees to review and approve plot plan. Question 2: Is this a new or existing program/project? Since 2012 el Dia del Nino/Day of the Child event has been hosted at Birch Park. EI Centro Cultural de Mexico Page 1 of 2 25C-140 EXHIBIT 14 Question 3: How will the proposed project be presented or shared with the public? Will the art display, event or performance be free and accessible to the public? Day of the Child Event will take place on April 28th, 2019 at Birch Park. Where attendees will have the opportunity to create their own piece of art while enjoying performances on stage from local groups. Question 4: How will this project enrich the quality of life for Santa Ana residents?: EI Dia del Nino/Day of the Child event is Santa Ana's way of bringing together tradition, community organizations, families, students, and businesses. Participants will find themselves as creative and capable of meaningful participation regardless of skill level and creating her/his own art. EI Dia del Nino/Day of the Child event serves to strengthen the relationship among participating artists and independent contractors who live and work in our community. These artists gain valuable experience on how to engage audiences in ways they may not have explored. Furthermore, the community is offered a unique way to tap into their own creativity through collaboration with highly -skilled practitioners engaging in diverse arts activities representing all disciplines and different cultural traditions. An unintended benefit has also resulted in that the neighborhood now has embraced the potential of a neglected urban park that is rarely visited by children. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana.: This event is an opportunity to create jobs by hiring local artists. EI Centro Cultural de Mexico Page 2 of 2 25C-141 EXHIBIT 15 ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DELHI CENTER This Artist Grant Agreement ("Agreement") is made and entered this Ir day of July, 2018, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Delhi Center ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Arts Grant Program. City and Grantee may herein individually be referred to as a "Party" and collectively be referred to as the "Parties" to the Agreement. RECITALS: A. On July 2, 2018, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. On July 17, 2018, the City Council approved the grant funding for Grantee and authorized the execution of this Agreement. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunderwill be created or performed in compliance with such standards as may reasonably be expected from an artist. 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. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2 Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Five Thousand, Five Hundred, Ninety Dollars ($5,590.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid In two (2) installments. First payment will be one-half of the funding amount provided above or $2,795.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties. The second and final payment will include the remaining amount of $2,795.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.4. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 25C-142 EXHIBIT 15 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 3, 2018, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally Identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on-site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well-maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the Installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barcier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 25C-143 EXHIBIT 15 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to Indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to herebyfully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 25C-144 EXHIBIT 15 7.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (1) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (11) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: Delhi Center 505 E. Central Avenue Santa Ana, CA 92707 City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 7.7. This Agreement is subject to all applicable local, State and Federal laws. 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. 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 25C-145 EXHIBIT 15 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to city. 7.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 7.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.12. Neither Party shall assign any rights or obligations under this Agreement. 7.13. Each Party 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. 7.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 7.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.16. 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. {Signatures on following page} 25C-146 EXHIBIT 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager GRANTEE: Nam4; (ZxoS Title: CE 25C-147 EXHIBIT 15 EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION 25C-148 EXHIBIT 15 Name of Applicant: Award Amount: Category: Average Score: Delhi Center $5,590 Organization 81.2-901 Organization's Description of Project: The Delhi Center Cultural History Project will present the history of the Delhi neighborhood through a permanent artistic display that will be installed in the center's lobby. The display will capture the history of the neighborhood since the late 1860's when James McFadden purchased 4,000 acres of the Rancho de Santiago land grant and named the property "Delhi". The rich cultural history will be presented through storytelling by seniors who have lived in the neighborhood for over 80 years, poetry, art, and photography, created by artists through a community engagement process. Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Ward 1. Organization's proposed use of funds - In -Kind Administrative Support The Delhi Center Cultural History Project is a priority for the Delhi Center and for the residents. Resident engagement will be a significant element of the project, which will require support from administrative staff as well as the Community Engagement Program Coordinator. The cost for this work totals approximately $15,319 and will be provided in-kind to ensure that the project goes smoothly from planning to implementation. Artist Fees Artist fees will cover the cost of producing the art work that will be displayed in the lobby of Delhi Center that will depict the cultural history of the center and the neighborhood through a mixed media approach. A total of $3,210 has been allocated to this cost and the actual fee per artist will be determined based on the size and scope of each artists' work. There are a total of six wall panels in the lobby of approximately 42 square feet each. The panels are about nine feet wide and may range from four to eight feet high. Each artist will be assigned at least one panel and may be assigned up to three panels as deemed appropriate by the selection committee. A total of approximately 140 square feet will be produced. The artist recruitment process will take into account the talents of each artist and their capacity to complete one or more panels. Artists will also be hired based on their ability to work together as a team as well as to incorporate resident engagement in the artistic process. Video A video will be produced by Delhi Center staff at no cost to capture activities such as resident engagement, artist work in progress, display development and construction, etc. Staff will produce an eight to ten-minute video that will be used to promote the work that was done as well as to encourage the general public to come to the Delhi Center to view the display. Delhi Center Page 1 of 4 25C-149 EXHIBIT 15 Art Supplies Art supplies will include paint, brushes, canvasses, and other supplies to help support the artists' work in order to ensure the quality production of the final display pieces that will be installed. Art supplies may also be used as part of the resident engagement activities to give residents an opportunity to explore art and to contribute to the display that will be installed. A total of $700 has been allocated to art supplies, however if the total costs exceed that amount, Delhi Center is prepared to cover the excess cost. The actual cost will depend on the level of resident engagement and the number of original art pieces that will be produced. Display Materials Display materials will be needed to create a beautiful presentation of the cultural history of the Delhi neighborhood and center in a creative and artistic format using enlarged photos, original art pieces, short stories, poetry, and other work created by local artists using a community engagement process. The displays will be designed and created through a teamwork approach with the artists, Delhi Center staff and board members, and residents, including seniors, children, and teens who regularly participate in Delhi Center programs and services. The materials may include photo enlargement into poster size pieces, frames to highlight short stories and poetry, display boxes to showcase historic artifacts from the neighborhood, and lighting to create an artistic ambiance. A total of $1,680 in grant funding has been allocated to this cost for approximately 140 square feet, however if the total costs exceed that amount, Delhi Center is prepared to cover the excess cost. Installation Hardware An estimated cost of $840 in mounting hardware will be covered in-kind by Delhi Center. These items include hardware to ensure that the walls can withstand the weight of the display pieces andAbat they are protected from damage. Answers to Supplemental Questions: Question 1: Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.) that you are required to obtain? The proposed project will not require any additional City of Santa Ana resources as the displays will all be housed inside Delhi Center and will not require any permits for installation. Support from the City of Santa Ana and from the Arts Commission will be appreciated in helping to promote the recruitment of Santa Ana artists who will be contracted to do the work and to help spread the word about the project before, during, and after its completion. Question 2: Is this a new or existing program/project? This is a new project that stems from an idea that grew out of a recent Delhi Center Open House where attendees were asked to vote on different programs and services as well as different design concepts that were presented as part of the center's facility improvements. One of the design concepts was to display art and historical photos in the center's lobby. Residents were excited about this idea because there were several attendees who have lived in the neighborhood all their lives. One woman still lived in the house her father built over 100 years ago and another woman has lived in the neighborhood all of her 83 years. Delhi Center Page 2 of 4 25C-150 i*cn7-1111MV As part of the Open House program, residents were informed that the center would start the planning for its 50th Anniversary to be celebrated in 2019 and volunteers for the planning committee were being recruited. Residents thought it would be a great idea to tell the story of the Delhi neighborhood through photos, stories, and art, which would complement the design concept that received the most votes for the lobby. The decision was made to apply for the Arts Grant, which could provide the resources necessary to make the project a reality. Residents eagerly agreed to contribute photos and to tell their stories because their families are a part of the rich history of one of the oldest neighborhoods that has made Santa Ana the great city it is today. Question 3: How will the proposed project be presented or shared with the public? Will the ant display, event or performance be free and accessible to the public? Delhi Center's Cultural History Project will be installed and displayed in the Delhi Center lobby, which is the first thing guests see when they enter the center. Delhi Center is open approximately 80 hours per week with regular weekly programming and through its social enterprise program, including facility rentals for events, such as business meetings, employee training and celebrations, conferences, resource fairs, community events, high school graduations, wedding receptions, quinceaneras, and many others. Approximately 34,500 people walk through our doors each year. We serve almost 2,000 individuals each month and sometimes we see over 400 people come through our doors in a single day. About 90% of our guests and program participants are Santa Ana residents and about 55% of those are from the area immediately surrounding the center, from the 92707 zip code. All of our guests will have the benefit of viewing the display when they come to the center. We will also make every effort to promote the display to ensure increased opportunities for the general public to visit Delhi Center to view the display at no cost. Question 4: How will this project enrich the quality of life for Santa Ana residents? The proposed project has incorporated community engagement since its conceptualization and will continue to do so through the completion of the project, giving residents a sense of belonging and fulfillment. The project started at a recent Open House at Delhi Center where residents gave their input on programs and services they would like to see at the center and voted on different design concepts that were being proposed throughout the center. The most popular design concept was for the lobby to house art and historic photos of the Delhi neighborhood. This became the idea that led to the proposed project. The project will give Delhi residents an opportunity to have their stories captured and developed into an artistic display for all to experience. Everyone in Santa Ana will be able to learn about the rich cultural history of the Delhi neighborhood, stemming back to the late 1800's when the area was first developed and they will be able to enjoy the artistic expression of that history here at Delhi Center. The project will enrich not only Delhi residents but all of Santa Ana by acknowledging and showcasing in a creative way the independence, perseverance, and community involvement that has been the driving force of Santa Ana throughout its history. Question 5: Describe how your project will stimulate economic development for the City of Santa Ana. The project will create work for local artists who will take on the work of producing the cultural history display at Delhi Center. The work will provide valuable experience and will help the artists Delhi Center Page 3 of 4 25C-151 EXHIBIT 15 to develop skills not only in creative expression but also in teamwork and community engagement, which will help develop transferable skills. The work itself will be well documented, which will help the artists to develop or add to their portfolios for use in future artistic job searches. The project will have a side effect of generating increased visibility for Delhi Center, which may result in more people wanting to rent the facility for their events, such as business meetings, employee trainings, conferences, community forums, school events, and private events. By increasing revenue, Delhi Center will be in a better position to increase employment opportunities for Santa Ana residents. When revenue is increased, programs and services are increased, which results in more jobs being created to help the city's economy. This strategy is part of the center's long-term plan of increasing revenue in order to provide more programs and services for the community and for hiring more Santa Ana residents to fill jobs that are created. Delhi Center Page 4 of 4 25C-152 EXHIBIT 3 NAME ARTIST/ ORGANIZATION AMOUNT REQUESTED AVERAGE SCORE AMOUNT RECOMMENDED BY PANEL Vietnamese American Arts & Letters Association (VAALA) Organization $10,000 93.5 $6,820 The Orange County Center for Contemporary Art (OCCCA) Organization $10,000 93 $6,770 Media Arts Santa Ana (MASA) Organization $10,000 92.2 $61690 Heritage Museum of Orange County Organization $10,000 87.4 $6,210 ALBI Organization $10,000 87.2 $6,190 Orange County Children's Therapeutic Arts Center (OCCTAC) Organization $10,000 85.6 $6,030 Outreach, UC Irvine Organization $10,000 85.4 $6,010 EI Centro Cultural de Mexico Organization $10,000 82.2 $5,690 Delhi Center Organization $10,000 81.2 $5,590 Marina C. Aguilera Artist $5,000 78.6 $3,000 Rogelio Reyes aka Roger Eyes R. Artist $4,400 74 $3,000 Kimberly Janet Duran Artist $5,000 1 69.2 $2,000 Greg Camphire Artist $5,000 65.4 $2,000 Ann Phong Artist $4,950 63.6 $2,000 Bud Herrera Artist $5,000 63.6 $2,000 Charitable Ventures of Orange County_CRECE Coop Organization $9,726 62.2 0 Maricela Ramirez Loaeza Artist $5,000 42.2 0 Yolanda Mendiveles Artist $1,500 41.8 0 TOTAL $135,576 70,000 Steps to determine funding amount recommended by panelists to organizations: Step 1: Organization's percentage score x funds requested = Dollar amount for each organization. Step 2: Dollar amounts (based on percentage) per organization were then added together = Total Dollar amount requested = $78,770. Step 3: Of this amount only $56,000.00 is available to be funded after distributing to the individual artists first, so the difference between $78,770 - $56,000 = $22,770. Step 4: This difference of $22,770 is divided evenly into the 9 qualifying organizations = $2,530 per organization. Step 5: $2,530 is subtracted from the dollar amount for each organization in Step 1 to get the final amount recommended by panel. 25C-153 25C-154 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: APPROVE AN AGREEMENT WITH PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY FOR ADMINISTRATIVE, RECORDKEEPING AND COMMUNICATION SERVICES PERTAINING TO THE 457 DEFERRED COMPENSATION PLAN (STRATEGIC PLAN NO. 7,4) i Cn MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on V Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1) Authorize the City Manager and Clerk of the Council to execute an agreement with Prudential Retirement Insurance and Annuity Company ('Prudential') for the administrative, recordkeeping and communication services ("services") pertaining to the 457 Deferred Compensation Plan for an initial three-year term beginning October 1, 2018 through September 30, 2021, with a provision for a two-year extension exercisable by the City Manager and the City Attorney, subject to non -substantive changes approved by the City Manager and the City Attorney. 2) Authorize the City Manager and Clerk of the Council to execute the trust agreement with Prudential Bank and Trust, FSB for trustee services related to the 457 Deferred Compensation Plan for an initial three-year term beginning October 1, 2018 through September 30, 2021, with a provision for a two-year extension exercisable by the City Manager and the City Attorney, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION The City of Santa Ana offers full-time employees a 457 Deferred Compensation Plan ("plan" or "457 plan"), which was established in 1973, with the adoption of City Resolution 7-21, along with a corresponding US Internal Revenue Service approval. The plan is a voluntary deferral program that is separate and distinct from the CaIPERS pension system. Specifically, the establishment of this plan, pursuant to regulations in §457 of the Internal Revenue Code, provides participants an opportunity to supplement their CaIPERS retirement by allowing them to defer a portion of their own current earnings. 2513-1 Agreement with Prudential for Administration of 457 Deferred Compensation Plan July 17, 2018 Page 2 Administration (Due Diligence) Currently, the 457 Deferred Compensation Plan is administered through the Finance & Management Services Agency. Management of the account consists of oversight by the Plan Administrative and Investment Committee ("Committee"), which includes, but not limited to: quarterly performance review of investments, analyzing the Plan's fund line-up, maintaining and revising, when necessary, the Plan's Investment Policy Statement, and ensuring the Plan's cost effectiveness. The Committee is comprised of the Executive Director of Finance, the Assistant Finance Director, the Treasury Manager and a Budget Analyst. The Committee utilizes a third party consultant, Benefits Financial Services Group ("BFSG") to assist in reviewing investments, compliance and fund selection. BFSG assisted the City in the development of the current RFP and evaluation of the pricing structure of proposals. As of June 30, 2018, the Plan holds $113.5 million in Plan Assets for 1,170 participants. Request for Proposals On December 19, 2017, the City Council authorized staff to issue a Request for Proposals ("RFP") for the administrative, recordkeeping and communication services, such as, providing the investment platform, ensuring Plan compliance with federal regulations and offering various other participant services (i.e., educational seminars, financial planning, on-site consultation & website services). On February 28, 2018, an RFP (RFP No. 18-025) for the aforementioned services was issued by BFSG. Nine proposals were received and evaluated by the Committee, with assistance from BFSG. Vendors were evaluated based on the following criteria: 1) Recordkeeping and Administration (15 pts); 2) Client & Participant Services (15 pts); 3) Communication & Education (25 pts); 4) Investment Platform (25 pts); and 5) Plan Provider Fees (20 pts); Four finalists were selected. The finalists were invited to attend an in-person interview and demonstration to provide an overview of more specific services, such as educational services, website services, the proposed investment strategies and proposed plans to address the market to book value for one of the Plan's investment option. The vendors were ranked accordingly, as follows: Rank Firm Comprehensive Analysis out of 100points) 1 Prudential 92.1 2 Nationwide 84.1 3 Empower 83.5 4 MassMutual 79.3 25D-2 Agreement with Prudential for Administration of 457 Deferred Compensation Plan July 17, 2018 Page 3 Prudential's proposal met the Committee's requirements and needs in all areas. The cost structure presented by Prudential offers a cost effective platform for all participants, is consistent with other vendors and provides the best value to the Plan. Prudential will provide an enhanced participant experience through its emphasis on participant education and financial planning and through its comprehensive and flexible investment options. In particular, Prudential presented a more proactive approach to data analysis and participant engagement in comparison to other vendors. Additionally, Prudential will continue to support the Plan's open architecture investment platform and will provide forty-eight educational days along with ten financial planning days per year. The proposed agreement will allow for greater expansion of fund selection and flexible liquidity restrictions while significantly reducing Plan Provider fees from 10 basis points to 4.9 basis points or approximately 104% reduction in fees. Prudential will also provide participants with an asset allocation model ("Goalmaker') at no cost and an on-site financial planner, which will assist participants in determining investment options. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 Team Santa Ana, Objective #4 (Establish employee compensation that attracts and retains a highly qualified workforce). FISCAL IMPACT There is no fiscal impact associated with this action. All administrative fees pertaining to the services will be borne by the plan participants. Internal Revenue Code permits administrative reimbursement from plan assets, which will be utilized to offset fiduciary advisory, participant education and staffing costs related to the management of the 457 Plan. �(�ftcv�n�j�r� lel Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1. 457 Services Agreement 2. Trust Agreement 3. Investment Agreement AC 25D-3 25D-4 Prudential SERVICES AGREEMENT ("Agreement") Effective as of October 1, 2018 by and between CITY OF SANTA ANA ("Plan Sponsor") and Services Agreement Provided by Prudential Retirement Insurance and Annuity Company PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY ("Prudential") on behalf of the City of Santa Ana Deferred Compensation Plan ('Plan") As used in this Agreement, "Plan Sponsor" shall also mean any agent, representative or designee the Plan Sponsor authorizes to act for it with Prudential, and 'Prudential" shall also mean any agent, designee or subcontractor Prudential authorizes to act for it. The Plan Sponsor agrees and acknowledges that the services provided hereunder may be provided by or through affiliates or subsidiaries of Prudential, including, but not limited to, Prudential Investment Management Services LLC ("PIMS"). A. Basic Understandings The Plan Sponsor represents that: • The Plan is or will be in existence at the time funds are deposited with Prudential; • The Plan is intended to be an eligible deferred compensation plan described in Section 457(b) of the Internal Revenue Code of 1986, as amended (the "Code") for a governmental employer described in Section 457(e)(1)(A) of the Code; • The Plan is funded by a related Trust (the 'Trust") which is intended to satisfy the requirements of Section 457(g) of the Code; and • It is authorized to execute this Agreement under the terms of the Plan. Prudential represents that: It will perform the Services (as defined herein) in accordance with its then current standard policies and procedures, described in the Administration Section of your Implementation Workbook ("Administrative Procedures'), as may be updated from time to time, and applicable law. Exhibit 1 2501-5 Wrob Prudential Mor B. Nature of Services Services Agreement Provided by Prudential Retirement Insurance and Annuity Company 1. Non -discretionary Services Only. The Plan Sponsor agrees and acknowledges that under this Agreement, Prudential provides non -discretionary administrative services at the direction of the Plan Sponsor, and may provide investment or other services as directed by the Plan Sponsor ("Services'). Plan Sponsor agrees and acknowledges it is responsible for obtaining the services of other service providers necessary for the maintenance of the Plan, including but not limited to attorneys, accountants, investment advisers and auditors. In performing the Services, Plan Sponsor agrees and acknowledges that Prudential (i) does not render investment advice, is not the Plan administrator, trustee or a Plan fiduciary, (ii) is not recommending an action nor acting as an advisor to the Plan or Plan Sponsor and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, and (iii) does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan dnu any uusi tar the Haan tine' i iusi ). Hiuueuual reseives the tight, wan wasunable nouce, to decline to perform any service inconsistent with the previous sentence. 2. Reliance Upon Plan Sponsor Directions, Plan Data and Plan Document. All Services shall be provided based on information supplied by the Plan Sponsor, a Plan participant, beneficiary of a Plan participant or employee of the Plan Sponsor (collectively "Participant") (where the Plan provides for Participant direction). The Plan Sponsor agrees and acknowledges it is solely responsible to timely provide or confirm accurate, consistent and complete Plan data, Plan terms, and instructions in the format specified by Prudential, which Prudential will rely upon to deliver its Services. Prudential shall be under no obligation to perform any Services until it receives such information. For these purposes, "Plan data" means all data and records supplied to Prudential, obtained by Prudential, or required to perform the Services. Prudential shall provide Services in conformance with the terms of the most recent signed Plan document provided to Prudential, including any amendments thereto or any written explanations or interpretations of Plan terms provided by the Plan Sponsor. Any matters requiring interpretation of Plan terms or the exercise of discretion will be submitted to the Plan Sponsor for review and direction, and Prudential shall be under no obligation to take any further action until it receives the requested direction from the Plan Sponsor. Plan Sponsor agrees and acknowledges that Prudential's responsibilities under this Agreement will be carried out solely with regard to the assets of the Plan and Plan Data maintained on Prudential's recordkeeping systems. In performing the Services listed in Exhibit A, Prudential shall be under no obligation to take into consideration assets and/or data maintained by other service providers of the Plan, unless specifically agreed to in writing. 3. Reliance Upon Named Administrators and Trustees. The Plan Sponsor will provide names and other information for persons authorized to take or direct actions for or provide and receive information on behalf of the Plan and Trust. Prudential shall assume that those persons continue to be authorized until notified otherwise. The Plan Sponsor is solely responsible for the direct or Indirect consequences of actions or omissions resulting from instructions, confirmations, or approvals that Prudential reasonably understands to be authorized. 4. Use of Agents or Subcontractors. Prudential may use agents or subcontractors to perform any of the Services, but such use will not relieve Prudential of responsibility for proper provision of those Services. 25D-6 VON Prudential C. Compensation Services Agreement Provided by Prudential Retirement Insurance and Annuity Company 1. Direct Fees. Prudential's fees for the Services will be set at 4.9% bps. The Plan Sponsor agrees the Plan will be liable to pay Prudential directly for Services rendered in accordance with the approved fee. The Plan Sponsor agrees that all fees not deducted directly from Participant accounts will be paid by the Plan within thirty (30) days of the date of an invoice timely presented, unless fees are paid within that time by the Plan Sponsor. If the Plan Sponsor does not pay or direct Prudential to charge the Plan for fees within thirty (30) days, the Plan Sponsor authorizes Prudential to collect direct fees from the Plan's forfeiture account, if permitted by the Plan. If the amount in the forfeiture account is Insufficient to pay all such fees, Prudential will present the Plan Sponsor with an invoice for the unpaid balance, which shall be payable immediately upon receipt. Hossioie tees to Pruoenuai and Aliwates. i tie Han 6ponsor acknowiedges inat Nruuenuai may ue deemed to benefit from advisory and other fees paid to it or its affiliates for managing, selling, or settling of the Prudential mutual funds and other investment products or securities offered by Prudential or its affiliates, and further acknowledges that Prudential may benefit directly from the difference between investment earnings of Prudential stable value funds and the amount credited to deposits in those funds. Prudential may also benefit from broker-dealer or other entities' co- sponsorship of Prudential conferences. In addition, the Plan Sponsor acknowledges that associated persons of Prudential Retirement's affiliated broker-dealer receive greater compensation for client assets allocated to proorietary investment options. 3. Compensation to Third Parties. Commissions ranging from 0.0% to 1.0% will be paid in connection with deposits made to a group annuity contract issued by Prudential. The Plan Sponsor acknowledges that the broker dealer selling the investment products and services to the Plan. If any, may be compensated, directly or indirectly, by the principal underwriter of the mutual fund, by an affiliate of the collective trust or by the executing broker dealer in connection with self-directed brokerage accounts. Such compensation may include preferred provider payments, retail rollover payments, payment of broker expenses in connection with Prudential training and educational meetings or other variable payments. 4. Possible Additional Compensation/Loss. In certain circumstances (such as trading errors or delays), market trades may occur at times when the share price of the trade is not the price assured to the Plan and Participants. Prudential will net any pricing differences that occur and absorb any net loss and retain any net gain that results; provided, however, that the Plan Sponsor will be responsible for any net loss resulting from incorrect information it provides to Prudential, and Prudential will not absorb any such loss. The Plan Sponsor agrees and acknowledges that Prudential will retain any net gain that results as additional compensation for Services rendered. Additional information may be found in the Disclosure section of your Implementation Workbook. 5. Float Earnings. Plan Sponsor agrees and acknowledges that Prudential may earn additional compensation in the form of'Float" earnings on contributions and on distributions and loans. Prudential describes this compensation in its written float policy located in the Disclosures section of the Implementation Workbook. 6. Production of Documents. The charges under this Agreement do not include Prudential's fees, costs and expenses, including legal expenses, associated with considering or responding to requests for documents, providing testimony, or participating in legal or regulatory proceedings as a result of the performance of the Services. Prudential shall invoice Plan Sponsor separately, and Plan Sponsor agrees to reimburse Prudential for such reasonable fees, costs and expenses. D. Amendment or Termination of Agreement; Successor Recordkeeper 3 25D-7 Services Agreement WIN Prudential Provided by Prudential Retirement Insurance and Annuity Company 1. Termination. Each party may terminate this Agreement upon sixty (60) days prior written notice to the other. If any fees remain due at the time this Agreement is terminated, the Plan Sponsor directs Prudential to deduct such amounts from assets of the Plan available for transfer to the successor recordkeeper, unless the Plan Sponsor pays such fees before the scheduled transfer date. Such amounts will be deducted as a lump sum from the assets available for transfer, and therefore will not be allocated to individual Participant accounts. In the event that the Plan Sponsor terminates this Agreement before commencement of Services for any reason, the Plan Sponsor agrees to reimburse Prudential for any reasonable out-of-pocket expenses which Prudential incurs in connection with the transition. 2. Successor Recordkeeoer. Payouts. The parties agree that upon termination Prudential will have no further duty or responsibility to the Plan under this Agreement. However, Prudential will use cc r :c Crcrs -I: I r:: c,,.. .. ,, _,cr re:e: n. , ;,rc,: r; ,. cccccr ng ..,c , in Prudential's standard format, to the Plan Sponsor or to a successor recordkeeper. Should the termination of Services be concurrent with a termination of the Plan, Prudential will use reasonable efforts to pay or roll over Participant accounts pursuant to the Plan Sponsor's and, as appropriate, the Participants' instructions. Prudential reserves the right to suspend some or all types of Plan transactions prior to transfer or payout for a period reasonably necessary to reconcile all account, expense, and asset totals. 3. Related Terms and Conditions. Plan Sponsor agrees to the terms and conditions of a Participant's or other party's use of Prudential's electronic service systems, including Interactive Voice Response (IVR), Internet, or call center, provided Prudential notifies the user of such medium of the terms of its use. Prudential agrees that the terms and conditions shall be reasonable and not inconsistent with other provisions of this Agreement and Plan terms provided by authorized Plan representatives. 4. Amendment. The Agreement may be amended by mutual agreement at any time in writing. Agreement by the Plan Sponsor to an amendment that would impact plans of a similar class on Prudential's recordkeeping system may be presumed if Prudential communicates the amendment to the Plan Sponsor at least ninety (90) days in advance of the effective date of the change in conformance with the notice section of this Agreement, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented. Prudential's fees are subject to annual review by Prudential and may be changed effective after ninety (90) days written notice to the Plan Sponsor. The fees will not be changed within the first sixty (60) months following the Agreement's Effective Date, nor will it be changed more frequently than once in any twelve (12) month period except by written agreement between Prudential and the Plan Sponsor. Prudential reserves the right to amend the fees upon sixty (60) days written notice in the event of a material change to the Plan, a difference in the expected versus actual conversion assets received, a material reorganization or other extraordinary event, or from significant decline in assets, contributions or number of participants. E. Indemnification 1. Error Correction: Indemnification of Plan and Plan Soonsor. Prudential, subject to the terms of this Agreement, agrees to pay costs associated with the correction of Prudential's administrative errors or omissions in the performance of Services listed in Exhibit A hereunder to the extent of its negligence or willful misconduct, provided that the Plan Sponsor agrees to a reasonable error correction method within twenty (20) business days of receiving written notice of the proposed correction method. 25D-8 v Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company In addition, Prudential agrees to indemnify the Plan from every loss, claim, demand or suit arising from any specific act of negligence or willful misconduct by Prudential in the performance of Services listed in Exhibit A hereunder provided that any Participant or beneficiary who claims to have been affected thereby makes a timely and proper claim under the benefit claims procedure of the Plan, if applicable, and provided that any such claim is made by the Plan Sponsor, Participant or beneficiary (a) sixty (60) days from the mailing of a trade confirmation, account statement, or any other document, from which the error can be discovered, but in any event within (b) one year from the transaction related to the purported error. Prudential, at its own expense, will defend, or at its option settle, any formal demand or court proceeding that may be brought against the Plan, on any matter covered by this indemnification, and will pay or reimburse the Plan for any judgment, settlement, and any reasonable expenses of the proceeding that may be rendered against it with respect to any such claim or demand, provided that the Plan Sponsor notifies Prudential in writing within twenty (20) business days of receipt of such claim or demand and cooperates with Prudential in its defense. Prudential's liability will be limited to actual damages and reasonable out-of-pocket legal fees and 2. Indemnification of Prudential. Plan Sponsor agrees to indemnify Prudential from every loss, claim, demand or suit arising out of any action Prudential takes or omission Prudential allows under the specific or assumed direction of the Plan Sponsor, to the extent that such loss, claim, demand or suit is not the direct result of Prudential's own negligence or willful misconduct, provided that Prudential notifies the Plan Sponsor in writing within twenty (20) business days of receipt of such claim or demand. Prudential may, after notice to the Plan Sponsor, defend, or at its option settle, any formal demand or court proceeding that may be asserted against it for any matter covered by this indemnification. Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse Prudential for any judgment, settlement amount, and expenses of the proceeding, including reasonable legal fees. Plan Sponsor may request to take over defense of a claim or court proceeding, and Prudential will have no further liability for such matter except as specifically accepted in writing by a Prudential corporate officer or legal counsel. In addition, Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse Prudential for expenses, including but not limited to labor and production costs, related to Prudential's response to subpoenas or other requests for documents issued by regulatory agencies, courts, or other authorized parties in connection with Prudential's provision of Services under this Agreement. F. Intellectual Property; Nondisclosure; Security Intellectual Property. Nothing contained in this Agreement shall confer to Plan Sponsor any property rights, proprietary interest, copyright or license in Prudential assets or technology, including, without limitation, the software, written materials, screen formats, or report formats used or developed to provide the Services. Plan Sponsor acknowledges that such assets and technology constitute copyrighted material, trade secrets or proprietary information of substantial value to Prudential. Plan Sponsor agrees it shall treat the foregoing as proprietary to Prudential and that it shall not divulge any such proprietary information to any person or organization except as expressly permitted hereunder or as required by law. Notwithstanding this provision, all Plan data, Participant data, Plan Sponsor information and any other materials pertaining to the Plan provided to Prudential shall remain the Plan Sponsor's property. 2. Non -disclosure. The parties understand that the performance of Services by Prudential will necessitate the sharing of information, including that which relates to the Plan Sponsor, the Plan, Participants, corporate -owned life insurance policies (if applicable), the format or content of Prudential's reports and internet website, and the processes used by Prudential to perform its Services, all of which is considered by the disclosing party to be confidential. Each party agrees not to use any confidential information received from the other party or obtained in performance of this Agreement, whether in writing or, orally, for any purpose except in connection with the Plan or in 2501-9 ww Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company furtherance of the Services. The parties hereto shall not include In any transmission of information any proprietary or confidential data or information ("Proprietary Information") without clearly notifying the receiving party of the proprietary or confidential nature of such communication. The receiving party shall make reasonable efforts, to the extent allowed by law, to keep such Proprietary Information confidential, and not to disclose such Proprietary Information to any third party without the prior written consent of the disclosing party, except as otherwise permitted under this Agreement. Such Proprietary Information shall be protected by the receiving party by utilizing the same or similar security procedures as are used by the receiving party in protecting its own trade secrets and confidential or proprietary information. The parties' obligation of nondisclosure shall terminate upon the completion of any record retention requirements. 3. Exceptions to Non -disclosure. Notwithstanding any provision in this Agreement to the contrary, or of any confidential or proprietary markings placed on any transmission of information, Prudential shall not be prohibited from disclosing Proprietary Information (i) to officers or employees of Plan Sponsor .. - he re-ulrcr! for �am;..�rb^rl,P j : r,: C"n^ .nh�Ca rn "'C Dlnn M% 1n nry Participant's survivors or designated agent to the extent such information pertains to such Participant, (Ili) where in furtherance of the Services under this Agreement, including without limitation in accordance with Section 8(4) above, (iv) in accordance with Section G(8) below, or (v) as required by court order, subpoena, document request or other legal process. The obligation to maintain the confidentiality of Proprietary Information shall not apply to: (t) Proprietary Information that was in the public domain prior to the receiving party's receipt or has subsequently become part of the public domain through no action of the receiving party, (ii) Proprietary Information that was in the receiving party's possession prior to its receipt and was not acquired directly or indirectly from the other party, (iii) Proprietary Information that was received from a third party which the receiving party reasonably believes has no obligation of confidentiality, or (iv) as required by law. 4. Security. Prudential will employ all commercially reasonable measures to ensure the confidentiality, security, and privacy of information obtained by Prudential concerning the Plan Sponsor, the Plan Sponsor's employees, the Plan, and Plan participants and beneficiaries. Without limiting the generality of the foregoing, Prudential represents and warrants that it is, and will remain compliant with applicable laws and/or regulations with respect to the privacy and security of customer information, and that it has implemented and currently maintains an effective information security program designed to protect Prudential's customer information, which program includes administrative, technical, and physical safeguards that are designed: a) to insure the security and confidentiality of customer information; b) to protect against any anticipated threats or hazards to the security or integrity of such customer information; and c) to protect against unauthorized access to or use of customer information which could result in substantial harm or inconvenience to Prudential's customers. G. Miscellaneous 1. Duration. This Agreement will continue in effect for a period of three (3) years from the effective date of this Agreement, unless sooner terminated in accordance with the provisions of this Agreement. In addition, the Plan Sponsor may extend this Agreement for an additional two 2 year period. Until terminated the Agreement shall bind all successors in interest of the parties, but cannot be transferred or assigned to unaffiliated third parties without the consent of both the Plan Sponsor and Prudential. 2. Entire Agreement. Unless otherwise provided herein, this Agreement, including the Exhibits, attached hereto and the Administrative Procedures contains the entire Agreement among the parties 25D-10 Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company with respect to the subject matter described. Plan Sponsor acknowledges a copy of the current Administrative Procedures was provided in the Implementation Workbook. 3. Passwords. In connection with electronic access to accounts and transactions, Participants will be assigned (and the Participant may then change) a unique number, code or other sequence (a 'Password'). The Plan Sponsor acknowledges that Prudential will hold each Participant responsible for the use and protection of the Password, and for monitoring their accounts. Plan Sponsor agrees Prudential is not responsible for direct or indirect losses or damages arising from the unauthorized use of a Password occurring before it is notified that a Password is compromised, unless such unauthorized use is the result of Prudential's negligence or willful misconduct. 4. Notice of Errors. The Plan Sponsor agrees that all information supplied to the Plan Sponsor and Participant will be deemed correct if notice of any error or discrepancy is not given to Prudential by the Participant or the Plan Sponsor as soon as reasonably possible following identification of the error or discrepancy, provided that Participants must notify Prudential of errors or discrepancies in a quarterly statement no later than the time period specified in such statement. 5. Severability. If any term or provision of this Agreement or its application to any person or circumstances will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected. Each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California applicable to agreements made and to be performed entirely within California, except the choice of law rules. 7. Notice Notices required under this Agreement shall be in writing and shall be addressed to the appropriate party at the address set forth on the signature page or such other address as either party may designate in writing to the other. All notices will be deemed to have been given three (3) days after mailing in the U.S. mail, or immediately upon delivery in any form. The notice period may be waived by the party entitled to the notice. 8. Forces Beyond Prudential's Control. Prudential will take commercially reasonable steps to prevent and to recover from disruptive events that are beyond its control. However, Prudential shall not be liable for any default or delay in the performance of Services if the default or delay is primarily caused, directly or indirectly, by a force or party beyond the reasonable control of Prudential, including (but not limited to): (a) Fire, flood, elements of nature or other acts of God; (b) Any outbreak or escalation of hostilities, war, riots or civil disorders in any country; (c) Any act or omission of the other party or any governmental authority; (d) Nonperformance of an unaffiliated third party; or (e) Failures or fluctuations in telecommunications, power supply, mechanical difficulties with information storage and retrieval systems, or other equipment. 9. Writing and Sionature: Electronic Transactions. Unless otherwise explicitly required by law, any requirement for a writing (including an enrollment, exchange or distribution request, instruction, form, administrative notices, or agreement) or a signature in this Agreement, or in the performance of Services under it (collectively referred to as "Communications"), may be rendered in any form (including electronic means) that: (i) can reasonably be expected to be accessible to the parties needing to send or receive it, (ii) is convertible into an accurate physical record of the Communication, and (iii) where appropriate, is designed to test or confirm the identity or authority of the Communication's sender. Prudential reserves the right to specify the form in which Communications re)a(ing ty,JPIBn P.perations are made, including limiting them to electronic means, 25D-11 mi Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company and will notify the Plan Sponsor and, if necessary, any affected Participants of the addresses, telephone numbers, Internet addresses, etc. which may be used for these contacts. If the Plan uses an individually designed non -Prudential plan document, the Plan Sponsor is responsible for assuring that the Plan document does not bar electronic or other non-traditional means of recording and authenticating actions in connection with Plan operations. 10. Prudential's E -Delivery Program at the Workolace. If the Plan Sponsor elects Prudential's E -Delivery at the Workplace Program, the Plan Sponsor directs and authorizes Prudential to electronically deliver certain documents to Participants, including Participant account statements, and may be expanded over time to include other documents upon notification by Prudential. Plan Sponsor acknowledges and represents as follows: a. For each Participant for whom an e-mail address is provided to Prudential by the Plan ., 1 .U- rL„-..,: �1, 4 C � �..iru�,. :;=_ :hC �C C"CC;Y: dy .,CGC.. �0.,.. n•G^„L fCL�'G� electronic form at any location where the Participant is reasonably expected to perform his or her duties as an employee, and (2) the Participant's access to the employers electronic system is an integral part of his/her duties; b. The Plan Sponsor will: (1) provide Prudential with a current and accurate list of email addresses of Participants eligible to receive electronic delivery in accordance with paragraph (a), and (2) notify Prudential within seven (7) days after any Participant described in paragraph (a) above terminates employment or otherwise no longer satisfies the requirements of paragraph (a) above. Prudential acknowledges and represents as follows: a. Prudential has electronic delivery protocols for the handling of undelivered or otherwise invalid e-mail addresses; b. Participants will be assigned a unique number, code or other sequence (a "Password") to protect the confidentiality of the Participant's personal information in accordance with this Agreement; Upon the Participant's request, Prudential will deliver to the participant a paper version of the electronic document at no charge. Prudential may terminate this program at any time and neither party shall have any further obligations. Upon termination of this program, documents will be delivered to Participants in paper format and mailed to the US Mail address that Prudential has on file for the Participant unless the applicable Participant has separately and independently consented to electronic delivery. 11. ,Other Services. The Plan Sponsor agrees that from time to time Prudential and/or its affiliated companies may provide both current and former employees of the Plan Sponsor, and Participants in the Pian, with information on other products and services provided by Prudential. However, Prudential shall not divulge any information regarding the current or former employees of the Plan Sponsor, or Participants in the Plan, to any person outside the employ of Prudential without the consent of the Plan Sponsor or unless legally required to do so. Prudential and/or its affiliates may provide additional services to the Plan as may be separately agreed upon with the Plan Sponsor. 12. Independence of Plan Signatory. Plan Sponsor confirms that the person signing the Agreement on behalf of the Plan (the "signer") is "independent," within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), such that, to the best of its knowledge, the `signer will not receive commissions or other consideration directly or indirectly from Prudet'itital11:11i�u" k" 25D-12 (6 Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Affiliates, from the Selling Broker or its Affiliates or from the Registered Representative or from Relatives of the signatory. For purposes of this section, an "Affiliate" of an entity is (i) a partner, director, officer or employee of such entity or (ii) another entity controlled by or under common control with such entity and a "Relative" of an individual is the individual's ancestor, spouse, brother, sister, spouse of a brother or sister, direct descendent (including adopted persons) or spouse of a direct descendent. 13. Market Timing/Excessive Trading Monitoring Program. Plan Sponsor agrees that Participant transactions will be subject to Prudential's Market Timing/Excessive Trading Program, as described in the Disclosures section of the Implementation Workbook. 14. Records Retention. After the termination of the Agreement, Prudential will retain all books and records in its possession, whether in hard copy or in an electronic format, relating to the Plan for such period as required by law and its Records Management Program. Prudential will cooperate in = r:ar, .1poni,.. copies of materials in its possession upon request and at the Plan Sponsor's expense. 15. Audits. The Plan Sponsor shall have the right to conduct an audit of Prudential's performance of the Services, including through the inspection of Prudential's records and information maintained in connection therewith, and Prudential agrees to reasonably cooperate with such audit; provided that (i) Prudential receive written notice setting forth the anticipated objectives, scope, procedures and information and records required relating to the audit no less than thirty (30) days, (ii) such audits may not be conducted more frequently than once per Plan Year without Prudential's written consent, and (iii) the Plan Sponsor will reimburse Prudential for the expenses and costs it incurs in providing such cooperation. Prudential agrees to reasonably cooperate with any audit relating to the Plan conducted by applicable regulatory agencies. 16. Insurance. Prudential shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain commercially reasonable insurance coverage, including the insurance policies listed below. • Worker's Compensation and Employer's Liability insurance, with statutory limits for workers' compensation and Employer's Liability limits of $1,000,000 per accident. • Commercial General Liability insurance, insuring against claims for bodily injury, property damage, completed operations and contractual liability with a limit of $1,000,000 per occurrence and $2,000,000 in the aggregate. • Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles used in the performance of this Agreement with a combined single limit of $1,000,000. • Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000. • Professional Liability or Errors & Omissions insurance with limits of at least $5,000,000 each claim or wrongful act with a $250,000,000 deductible. • Fidelity Bond or Comprehensive Crime insurance covering employee dishonesty with limits of at least $5,000,000 each claim with a $250,000,000 deductible. • Cyber Risk or Privacy Liability insurance with limits of at least $5,000,000 each claim or wrongful act with a $250,000,000 deductible. Prudential will be solely responsible to pay and determine the deductibles on these insurance policies, which will be;issued-by insurance carriers with an A.M. Best rating of A- or better. In the 25D-13 WV Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company event that any of the above-described insurance policies are written on a claims -made basis, then such policy or policies shall be maintained during the entire period of the Agreement and for a period of two (2) years following the termination or expiration of the Agreement. Prudential will provide reasonable notice of any material adverse change or cancellation of the above-described insurance coverage. Authorizing Plan Fiduciary shall be included as an additional insured on the above -referenced policies. Certificates of insurance matching the terms of this § 9 will be provided upon Authorizing Plan Fiduciary's reasonable written request. This § 9 does not limit or expand Prudential's indemnification obligations. 10 25D-14 Prudential NEW Services Agreement Provided by Prudential Retirement Insurance and Annuity Company The persons signing below affirm that they are authorized to act on behalf of the parties to this Agreement and that the parties agree to be bound by the terms of this Agreement. CITY OF SANTA ANA: $ea Artarha.l Cionao_ t,irr Page Name Authorized Signature Title PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY: Name Authorized Signature Date Signed Date Signed Address for Notice: Address for Notice: City of Santa An Prudential Retirement 20 Civic Center Plaza 30 Scranton Office Park Santa Ana. CA 92701 Scranton, PA 18507 Attention: Human Resources Attention: Key Accounts a.=.S�'V N� LIe4n 25D-15 11 ATTEST: MARIA HUIZAR Clerk of the Council CITY OF SANTA ANA RAUL GODINEZ, II City Manager APPROVED AS TO FORM: z)UMA t(. l,Ai<'VALHU City Attorney ByjG2l-►Iw k • �c 1J1 Laura A. Rossini Senior Assistant City Attorney FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director of Finance and Management Agency 25D-16 mi Prudential Section 1. EXHIBIT A CORE SERVICES Services Agreement Provided by Prudential Retirement Insurance and Annuity Company The Services listed below are available to your Plan and will be administered in accordance with the Administrative Procedures and, if applicable, the Plan Sponsor elections set forth below. Some Services are dependent upon receipt of all required data in a manner acceptable to Prudential. A. ADMINISTRATIVE & RECORDKEEPING SUPPORT TRANSITION MANAGEMENT • Transition Manager assigned to provide daily support to facilitate the transition of your Plan to Prudential • Participant communications, featuring company name, logo and market -specific images, to inform of transition related information and events. Preferred method of delivery is E -Delivery to the Plan Sponsor, however, home mailing of material to Plan Participants is available. • Mapping of existing Plan document to Prudential's specimen document. • PLAN -SPECIFIC TRANSITION WEB PAGE to keep employees Informed of Important information regarding the conversion of your Plan to Prudential. RELATIONSHIP MANAGEMENT whereby a Prudential associate will be assigned to provide ongoing support following the transition of your Plan to Prudential. MAINTENANCE OF PLAN RECORDS AND TRANSACTION PROCESSING: Prudential will provide the following services, if applicable, to your Plan: • Ongoing maintenance of Plan and Participant accounts and records. • Contribution processing and pricing (e.g. employee and employer contributions, and loan repayments) via Prudential's standard automated applications. • Automated Clearing House contribution funding, upon receiving a contribution file in good order, Prudential will debit the designated account for the required amount to fund the contribution. • Distribution Transaction Processing (see Plan Sponsor Elections below): Fully automated transactions: Paperless (i.e. web or IVR initiated) participant transactions approved by Prudential's systems per the established plan rules and data received from the Plan Sponsor. Sponsor Approved transactions: Paperless (i.e. web or IVR initiated) participant transactions approved by the Plan Sponsor via automated methods. • Direct Service Option (DSO). If agreed to by the Plan Sponsor, Prudential will provide administrative services with respect to Participants no longer employed by the Plan Sponsor who elect or are deemed to elect to retain their account balances in the Plan. By electing this service the Sponsor agrees that Prudential may charge expenses associated with distribution and administration (as applicable) directly to each terminated Participant's account • Loan Services including loan rate monitoring (see Plan Sponsor Elections below), loan default notification services, refinancing, loan services for terminated Participants no longer submitting loan repayments via automated remittance methods. If agreed to by the Plan Sponsor, Prudential will accept loan repayments from Participants via the Automated Clearing House ("ACH') network. • Participant address changes (see Plan Sponsor Elections below). • Collection of participant deferral rate changes (see Plan Sponsor Elections below). • Online beneficiary designation and maintenance. 12 2501-17 A, Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company • Eligibility determination and vesting calculations for Plans with immediate, elapsed time, anniversary with hours counting or anniversary with hours counting and change to plan year eligibility methods. A Plan entry notification report will be posted to the Plan Sponsor Website prior to a newly eligible employee's earliest plan entry date. (See Plan Sponsor Elections below). • Prudential will provide standard Plan information materials to participants and will accept and record resulting participant enrollment information. If permitted by the Plan, Prudential will accept and record enrollment information prior to their eligibility date. • Prudential will verify that requested rollovers into the Plan can be accepted according to the plan provisions and applicable law. • Automated cashouls of small balance accounts upon separation from service, either via direct rollover or check to Participant. • Required Minimum Distributions (RMD) support, includes annual Sponsor report identifying Participants attaining age 70 %, notification to affected Participants, processing of resulting transactions, and support of a default process for non respondent Participants. TRUSTEE SERVICES, Prudential Bank & Trust Services, directed trustee services as defined in the separately executed trust agreement. QUARTERLY PARTICIPANT EDUCATION PROGRAM, a communication & education strategy supporting transition and the essential elements of retirement planning (i.e. enrollment, increasing participation, asset allocation, withdrawal strategy and consolidation). Delivery methods include direct mail campaigns, webinars, podcasts and e -articles. PLAN SPONSOR WEBSITE (PSW), with unlimited access to: • Plan Information • Participant Information • Investment Information and Performance • Library of easy -to -access reports • Resource center with pension -related information and links to related websites PLAN REPORTING, including: • Annual Plan Summary including information on the overall retirement market environment, a "scorecard" that measures results achieved in the past year, current initiatives underway, and considerations for future business planning. • Semi-annual Plan Summary -Enhanced, which contains statistics on Plan demographics, asset allocation, Participant behavior and results of implementation of key Plan features/products. • Required Disclosure Information. • GASB 40 reporting for Governmental clients, which is a financial report that details the key financial risks of funds within the plan, including interest rate risk, credit risk, and foreign currency risk. • Plan Sponsor Website Reporting • Investment Performance Grids: Plan specific performance report, provided on a quarterly basis, that details performance of client funds next to all funds on platform. STANDARD FEE PROCESSING via quarterly invoices to the Plan Sponsor, quarterly per Participant deductions and/or ongoing deduction of transaction based Participant fees. Any applicable per Participant fees are calculated on a per capita basis and applied to all Participants with a balance at the time of the fee processing. PARTICIPANT ENGAGEMENT SUPPORT: • Toll-free phone access to Participant phone representatives, for ongoing account information and retirement planning support. • Multi-lingual phone services & Telecommunications Device for the Deaf (TDD) 13 25D-18 Mw Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company • Interactive Voice Response (IVR) System • Participant Website, including a tool to monitor progress toward retirement readiness. • Online transaction processing, as allowed by the Plan Sponsor • Online beneficiary designation and maintenance • Enrollment materials, which may be delivered via hard -copy bulk -shipment or electronically delivered to Participants (through the electronic -enrollment program, if selected). • On-site retirement & financial literacy meetings • Education campaigns, webinars, online articles • Unlimited access to self -serve tools, including an online retirement income calculator, retirement education & planning tools and articles. • Quarterly Participant account statements which summarize Participant account information, Participant transaction activity, and Plan investment performance. • "Off the Shelf' communication pieces are available upon request (bulk shipped to the plan sponsor.) GOVERNMENT TAX WITHHOLDING AND REPORTING (e.g. Form 945, Form 1099-R) LEGISLATIVE AND REGULATORY SUPPORT to help you stay informed of changes, including: • Communications and articles describing changes impacting retirement plans. • Online access to Plan compliance tools, pension information & links to related -topic sites. • A checklist to support compliance with Plan reporting and disclosure requirements. • Plan Audit Support, including Prudential Retirement SSAE16, Auditor's Corner, Plan & Participant Information self service requests, as well as the following other requests: loan & disbursement forms and check copies. Plan Audit Support is available for a two year period (past two plans years are Included on the web only). Audits for plan years outside this range may be subject to Additional Audit Support fees. PLAN DESIGN AND DOCUMENT SUPPORT including: • General support on inquiries related to plan design/definitions/interpretations for Prudential's specimen documents. • Plan amendments and/or restatements, based upon either regulatory or legislative changes or changes initiated by Prudential for Plans using Prudential's specimen document. 14 2501-19 Woo Prudential B. INVESTMENT ADMINISTRATION Prudential will provide the following deliverables. Services Agreement Provided by Prudential Retirement Insurance and Annuity Company STANDARD INVESTMENT POLICY STATEMENT (IPS), a template which outlines the underlying philosophies and processes for the selection, monitoring and evaluation of the investment options utilized by the Plan. INVESTMENT PERFORMANCE INFORMATION, which includes fund prices, fund performance and benchmarking data. INVESTMENT FACT SHEET INFORMATION available through the plan sponsor and participant websites. QUARTERLY INVESTMENT MONITOR, a document which includes a breakdown of Plan assets by investment, investment performance, market commentary, and additional investment considerations. W 25D-20 Services Agreement MW Prudential Provided by Prudential Retirement Insurance and Annuity Company Section 2. ELECTION OF ENHANCED SERVICES The following optional Services have been elected by the Plan Sponsor. The Services will be administered in accordance with the Administrative Procedures. Some Services are dependent upon receipt of all required data in a manner acceptable to Prudential. A. ADMINISTRATIVE & RECORDKEEPING SUPPORT THE INDUSTRY TREND REPORT, which compares industry data, including statistics on various plan features, services and Participant behaviors to your Plan. AD-HOC REPORTING, to provide plan data and/or analysis through a specialized report, exhibit, or data table that is not available through other plan administrative reports. PARTICIPANT SUPPORT: AGREED UPON NUMBER OF ADDITIONAL INSTRUCTOR -LED PARTICIPANT EDUCATION WEBINARS. CUSTOM COMMUNICATIONS which includes support by a communications strategist who will develop and implement a Plan -specific communication strategy. Additional services may include onsite meetings, custom websites or custom campaigns. Additional costs will apply to the actual services and tools identified in the custom strategy. PLAN DOCUMENT SERVICES: DISCRETIONARY PLAN AMENDMENTS AND RESTATEMENTS, for Plan Sponsor- initiated/discretionary changes using Prudential's specimen document. CONSULTING SERVICES, Plan -specific guidance and consultation on a series of complex topics, including but not limited to merger & acquisition, Plan design & analysis, DOL/IRS correction programs, fiduciary responsibilities and 404(c) compliance. Projects requiring a formal proposal will include a statement of work and estimate of the charges, delivered prior to the commencement of the work. B. INVESTMENT ADMINISTRATION INVESTMENT COMMITTEE MEETING SUPPORT delivered via phone. W 25D-21 1 Services Agreement T PrudentialProvided by Prudential Retirement Insurance and Annuity Company PLAN SPONSOR ELECTIONS (Eff. 10/1/2018) The Plan Sponsor has elected the following services, options or frequencies for administration of the Services noted. PRUDENTIAL'S E -DELIVERY PROGRAM AT THE WORKPLACE Yes ® No ❑ DISTRIBUTION TRANSACTION PROCESSING ®i ui�j uu.�ii 4l utC.J aul,Jui.l,iuiiv ®Sponsor Approved transactions PARTICIPANT TRANSACTIONS via non-core initiation and approval methods. Transactions will be reviewed and approved based on the agreed upon criteria in the Administrative Procedures and the Plan Sponsor Elections above. Transaction Initiation A roval In -Service Withdrawals Paperless Prudential Event Distributions (i.e. termination, retirement disability) Paperless Prudential Participant Loans Paperless Prudential Qualified Domestic Relations Orders Paper only Prudential Distributions Due to Death Paper only Prudential AUTOMATIC ENROLLMENT CONTRIBUTION ACCELERATOR ® Opt In ❑ Opt Out INVOLUNTARY DISTRIBUTIONS LOAN RATE MONITORING — LOAN INTEREST RATES Per the Plan's loan policy Prudential will apply and monitor the interest rates noted below: General Purpose Loans: Prime + 2 % Primary Residence Loans: Prime + 2 % LOAN REPAYMENTS VIA AUTOMATED CLEARING HOUSE (ACH) Active Participants Plan Sponsor authorizes Prudential to establish loan repayments by Participants through the Automated Clearing House network through a separate agreement with, and instructions from, each applicable Plan Participant. ❑ ACH or Coupon (only allowed if Payroll Deduction is NOT offered) ❑ ACH Only (only allowed if Payroll Deduction is NOT offered) 17 25D-22 Services Agreement Prudential Provided by Prudential Retirement Insurance and Annuity Company Terminated Participants Plan Sponsor authorizes Prudential to establish loan repayments by Participants through the Automated Clearing House network through a separate agreement with, and instructions from, each applicable Plan Participant. ❑ Convert to ACH ❑ Convert to ACH or Coupon Note: For either active or terminated participants, loan conversion from Payroll Deduction or ACH to Coupon could result in a participant fee. LEAVE OF ABSENCE - LOAN SUSPENSIONS AND REAMORTIZATIONS ❑ The Plan will allow the original term of the loan to be extended for the period of leave if the original In n n�m In Ince fl��n fvo ,pnrs ❑ The Plan will not allow the original term of the loan to be extended for the period of leave if the original loan tens is less than five years. PARTICIPANT ADDRESS CHANGES will be accepted from: ❑ Plan Sponsor and/or ❑ terminated Participants and beneficiaries PARTICIPANT DEFERRAL RATE CHANGES Frequency at which Prudential will report changes Prudential receives from Participants to the Plan Sponsor: ❑ Daily ❑ Weekly ❑ Bi -Weekly ❑ Information available on Plan Sponsor website ELIGIBILITY — PLAN ENTRY Prudential will post a plan entry notification report to the Plan Sponsor Website, as follows: ❑ 30 days prior to the employee's earliest plan entry date ❑ 45 days prior to the employee's earliest plan entry date ❑ 60 days prior to the employee's earliest plan entry date ❑ Report not provided 18 25D-23 Services Agreement Wlb Prudential Provided by Prudential Retirement Insurance and Annuity Company EXHIBIT B Confidentiality, Privacy, and Information Security A. Personal Information "Personal Information" means information provided by or on behalf of the Plan, Plan Sponsor or Plan Participants, or their agents to Prudential or its agents in the course of Prudential's performance of the Services under this Agreement that: a) identifies an individual (by name, signature, address, telephone number or other unique identifier), or b) can be used to identify or authenticate an individual. Personal Information includes (i) an individual's government -issued identification number (including social security number, drivers license number or stale -issued identified number); and (ii) financial account number in combination with any required security code, access code, personal identification number or password, that would permit access to an individual's financial account. B. Confidentiality Prudential agrees to keep and maintain all Personal Information in strict confidence, using an appropriate degree of care to avoid unauthorized use or disclosure. Prudential may disclose Personal Information to its employees (individually an "Employee" and collectively, 'Employees") having a need to know this information in connection with the performance of the Services for Plan Sponsor. Prudential may also disclose Personal Information to its affiliates and its subcontractors having a need to know this information in connection with the performance of Services for Plan Sponsor. Prudential shall instruct all Employees, affiliates and subcontractors of their obligations under this Agreement. If Prudential receives any order, demand, warrant, or any other document requesting or purporting to compel the production of Personal Information under applicable law (including, for example, by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil Investigative demands or other similar processes), Prudential shall notify Plan Sponsor in writing (except to the extent otherwise prohibited by applicable law). C. Destruction and Retention of Personal Information Upon the earlier of (i) the completion of an engagement or termination of this Agreement; (ii) a determination that it has no need for Personal Information; or (iii) at any time Plan Sponsor requests, Prudential shall dispose of all records, electronic or otherwise regarding or including any Personal Information that Prudential may then possess or control by destroying them pursuant to Prudential's written policy governing records destruction. Notwithstanding the foregoing, Prudential will not be obligated to destroy Personal Information (i) it is required by law or regulation to retain, but then only for the time period required, (ii) is commingled with other information or documents of Prudential if it would pose an administrative burden to destroy such Personal Information, or (iii) if the Personal Information is contained in an archived computer system or back-up in accordance with its standard security policy. Such Personal Information will be retained in accordance with the requirements of this Agreement. 19 25D-24 Prudential D. Information Security Program Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Prudential states that (i) its treatment of Personal Information is in compliance with applicable laws and regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains an effective written information security program including administrative, technical, and physical safeguards and other security measures necessary to (a) ensure the security and personality of Personal Information; (b) protect against any foreseeable threats or hazards to the security or integrity of Personal Information; and (c) protect against unauthorized access to, destruction, modification, disclosure or use of Personal Information that could result in substantial harm or inconvenience to Plan Sponsor, or to any person who may be identified by Personal Information. Without limiting Prudential's obligations under this exhibit, Prudential shall protect and maintain the confidentiality and security of any Personal Information provided to or created by Prudential related to the Services by or on behalf of Plan Sponsor in the manner provided for under, and otherwise in compliance with any applicable domestic laws, regulations, and rules related to the collection, storage, handling, processing, and b� ren• n� Pn.r J.n�l Ln Fn•m Blinn ,CI[.1{nn inf�.m �lir.n rCcn^. n.rJinr in�n•irV,,nlr E. Remediation Prudential shall notify Plan Sponsor, without unreasonable delay, upon confirming that an unauthorized access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or damage to Personal Information while under the responsibility or in the possession of Prudential (a "Security Incident) has occurred. Thereafter, Prudential shall; a) promptly furnish to Plan Sponsor details of the Security Incident; b) conduct an investigation into the Security Incident; c) take appropriate action to prevent a recurrence of any Security Incident; d) determine whether notice is to be provided to any individuals, regulators, consumer reporting agencies, or others under applicable law or regulation; e) draft the contents of each such notice; and f) offer remediation to affected persons consisting of two years of credit monitoring services if such Security Incident poses a significant risk of identity theft and is required by law or regulation. Any such notice or remediation shall be at Prudential's sole cost and expense. 20 2501-25 MW Prudential EXHIBIT C Plan Administrative Expenses Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Prudential agrees to make payments ("Allowance") to or on behalf of the Plan in order to pay its reasonable and actually incurred Plan administration expenses. Prudential will make payment to the Plan as more fully provided below: • Source of Payment. The source of funds for the payment is corporate assets of Prudential and/or its subsidiaries and affiliates. The Plan Sponsor acknowledges that Prudential is the owner of funds used for the payment until Prudential transfers such funds to the Plan Trust. • Amount. Allowance will be paid to the Plan in periodic installments of an annual amount as set forth below: • Flat Dollar Amount. $5,000 for the plan year in which Prudential commenced services to the Plan and $5,000 for each calendar year thereafter. The Allowance will be paid in quarterly installments. Payments other than annual will be calculated by dividing the annual amount by4. • Additional Amount. Allowance may be made available to the Plan as a result of service shortfalls as described in Exhibit D of this Agreement. • Plan Expense Account. Prudential will establish an account for the Plan Trust on Prudential's recordkeeping system. Prudential will deposit payments of the Allowance into this account at the frequency defined above and invest them in a stable value investment under the Plan, unless another investment option is selected by the Plan Sponsor until such time that the Plan Sponsor provides direction to Prudential regarding the disposition or re- investment of these funds. • Reporting. Prudential will provide periodic reports to the Plan Sponsor that show payments by Prudential to the Plan Trust under this arrangement. • Amendment of Arrangement. This payment arrangement may be amended at any time in writing. Agreement by the Plan Sponsor to an amendment may be presumed if Prudential communicates the amendment to the Plan Sponsor in advance of the effective date of the change, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented. In particular (and not by way of limitation), Prudential reserves the right to amend this arrangement in the event of a material change to the Plan or a difference in the expected versus actual conversion assets. • Termination of Arrangement. Each party may terminate this payment arrangement for any reason upon thirty (30) days prior written notice to the other. In particular (and not by way of limitation), Prudential reserves the right to terminate this arrangement in the event of a material change to the Plan or a difference in the expected versus actual conversion assets, or upon Prudential's conclusion that payments violate applicable law. Generally, allowances are made available upon conclusion of the payment period. Plan Sponsor agrees, represents and warrants to Prudential: 21 2501-26 Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company • All instructions received pursuant to this provision will be submitted by persons authorized to act on behalf of the Plan and Prudential may rely upon those instructions as being genuine and duly authorized; • The Plan document and any applicable Trust documents permit the Plan to make payment of administrative expenses from Plan assets; • This Allowance is permissible under both the Plan documents and any laws applicable to the Plan; • All amounts paid pursuant to these provisions will be used solely for Plan administrative expenses that are reasonable and necessary to the Plan; • Plan Sponsor will indemnify and hold Prudential harmless to the extent that there is a breach iii oily ui UlG ItNi wcllla'u UI1J WlllaillcU IlCltitli, JVil Rlri uauJw h IJUt)i,llal iti bul;w aiiy expense or damage as a result; and • Plan Sponsor has discussed this arrangement with its legal counsel to the extent it deems appropriate. 22 25D-27 vArm Prudential EXHIBIT D Performance Standards Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Prudential and the Plan Sponsor hereby agree to the performance standards set forth below. Such standards shall apply to the plan recordkeeping and other administrative services Prudential is providing on behalf of the Plan. Total dollars at risk each calendar year will be capped at $7,000, in the aggregate, for shortfalls related to services Prudential provides on behalf of the Plan. In the event that Prudential fails to meet a performance standard with respect to an ongoing service for any quarter (as set forth in this Exhibit), Prudential shall make reasonable efforts to rectify the situation and celiver against met stanaarc in the next quarter. In the event that Pruoenual tans to improve its performance regarding the previously identified service within the next calendar quarter, Prudential will provide a "Reimbursement Amount" as described in this Exhibit in the subsequent quarter. In the event a Reimbursement Amount is due under this paragraph, that amount shall be (i) applied against the Plan's administrative expenses otherwise due to Prudential under this Agreement, or (ii) credited toward additional administrative services to be provided by Prudential to the Plan, or (iii) made available to the Plan to pay reasonable and actually incurred Plan administrative expenses in accordance with the terms outlined in Exhibit C of this Agreement. Service Description Service Standard Reimbursement amount Participant Services Participant Service Representatives Available $224 Phone Response Monday Through Friday 8 am to 9 pm Time ET(Excluding Holidays). Scheduled days before or after holidays the participant service center will close at 5:00 PM ET. 80% of calls answered within 20 seconds for live operator, and an abandonment rate of less than 2%. If call volumes exceed 10% of normal or budgeted volumes the month would be excluded. Quarterly Statement 98% mailed or posted to the website within ten $222 Delivery (10) business days after quarter close. Dependency: Receipt of all necessary information (example, message approval) from the City of Santa Ana 3 weeks prior to the end of the quarter for which the statement period is applicable. Loan initiations 99 % of loans processed within 2 business days $222 provided the request is received in good order by 4 p.m. ET (2 p.m. ET for transactions involving com any stock). Withdrawals, 99 % of withdrawals processed within 2 $222 Unforeseen business days provided the request is received Emergency in good order by 4 p.m. ET (2 p.m. ET for plans Withdrawals, with company stock). Rollovers out 23 25D-28 A Prudential --Row- Services Agreement Provided by PrudentiallRetirement Insurance and Annuity Company Contribution posting Prudential will post 99% of contributions and $222 repayments to participant accounts within one (1) business day of receipt of good order request. Plan Sponsor reports Data for the preceding quarter is available on $222 the plan sponsor website within 10 business days after the quarter end. Plan sponsors can create customized, ad hoc reports via the Online Retirement Center for Plan Sponsors website. This website enables you to select from a wide range of data fields to include in your report, and to submit the report request instantly. The Plan Cnnncnr ran glen olP.rf In rorai„n an n_m8il notification when the report is ready, typically within 24 hours. Participant 80 percent rating of Satisfied to Highly Satisfied $222 Satisfaction on a 4 point scale Participant Level 99% of fund transfers are processed the same $222 Investment Transfers day if initiated by 4 p.m. ET (2 p.m. ET for transactions involving company stock) In the event that Prudential fails to meet a performance standard with respect to a one-time or annual based service (as set forth in this Exhibit), Prudential will provide a "Reimbursement Amount" as described in this Exhibit in the quarter following the failure to provide the guaranteed service standard. In the event a Reimbursement Amount is due under this paragraph, that amount shall be (i) applied against the Plan's administrative expenses otherwise due to Prudential under this Agreement, or (ii) credited toward additional administrative services to be provided by Prudential to the Plan, or (iii) made available to the Plan to pay reasonable and actually incurred Plan administrative expenses in accordance with the terms outlined in Exhibit C of this Agreement. Transition Our conversion approach focuses on partnering $5000 Deliverables with you to develop a customized strategy to minimize service interruption while proactively managing and executing the conversion project. When the final participant data is received from the prior record keeper, account balances are reconciled and established on Prudential's system within three business days. We commit to having your plan transitioned according to the overall conversion schedule established with City of Santa Ana at the outset of the transition. The overall schedule will be created based on the needs of the City of Santa Ana. If we fail to complete the overall transition within the timeframes established, we will reimburse the City of Santa Ana Deferred Compensation Plan, provided that all transition stakeholders meet 24 2501-29 MID Prudential, Services Agreement Provided by Prudential Retirement Insurance and Annuity Company 25 25D-30 their commitments to the schedule and that all necessary account information is provided in good order. Annual plan report to Financial reports will be made available on the $222 client plans sponsor website within 120 days of plan yearend. 25 25D-30 Prudential RNOW PUT Trust Agreement Trust Agreement provided by Prudential Bank & Trust, FSB TRUSTAGREEMENT (GOVERNMENTAL) Establishing the CITY OF SANTA ANA DEFERRED COMPENSATION PLAN TRUST by and between CITY OF SANTA ANA and PRUDENTIAL BANK & TRUST, FSB Exhibit 2 2501-31 Prudential PBBT Trust Agreement TABLE OF CONTENTS Section 1 Establishment of Trust Section 2 General Duties of the Employer; Indemnification Section 3 Appointment and Duties of Investment Manager Section 4 General Duties of Trustee Section 5 Power and Duties of Trustee with Respect to Trust Fund Section 6 Payment of Taxes Section 7 Disbursement of Trust Funds Section 8 Expenses and Compensation of Trustee Section 9 Expenses of the Plan and Trust Fund Section 10 Accounts of the Trustee Section 11 Resignation, Removal and Substitution of Trustee Section 12 Amendment and Termination of Trust Section 13 Miscellaneous Provisions E 25D-32 PBBT Trust Agreement Prudential THIS TRUST AGREEMENT is made by and between City of Santa Ana (hereinafter called the "Employer"), and Prudential Bank $ Trust, FSB, a federal savings bank with its principal office and place of business in the City of Hartford, Connecticut (hereinafter called the "Trustee"). WITNESSETH: WHEREAS, the Employer has established or adopted for its eligible employees the City of Santa Ana Deferred Compensation Plan Trust (hereinafter called the "Plan") and serves as the Plan administrator and named fiduciary; and WHEREAS, the Employer desires the Trustee to hold Plan funds and the Trustee is willing to hold such funds pursuant to the terms of this Trust Agreement; Kinn THFPFFr1PF in rnncirloratinn of tho nromicoc pnri miiti,al r:nvonante horoin rnntainorl, tho nartiac hereto do hereby mutually declare and agree as follows: Section 1: Establishment of Trust. (a) In order to carry out the purposes of the Pian, the Employer hereby creates and establishes a trust to be known as the City of Santa Ana Deferred Compensation Plan Trust (hereinafter called the "Trust" or 'Trust Fund"). The Trustee accepts this Trust and agrees to act as Trustee hereunder, but only on the terms and conditions set forth in this Trust Agreement. Subject to the terms and conditions of this Trust Agreement, all right, title and interest in and to the estate of the Trust Fund shall be vested exclusively in the Trustee. This Trust shall be effective on October 1, 2018 or, if later, the date executed on behalf of the Trustee. This Agreement will continue in effect for a period of three (3) years from the effective date of this Agreement, unless sooner terminated in accordance with the provisions of this Agreement. In addition, the Plan Sponsor may extend this Agreement for an additional two 2 year period. (b) The Trust Fund shall include only those assets which the Trustee accepts. Only assets actually received by the Trustee will become part of the Trust Fund. The Employer acknowledges and agrees that it is responsible for effectuating the transfer of any assets held by a prior trustee or custodian to the Trustee. All assets so received, together with the income therefrom and any other increment thereon, shall be held by the Trustee pursuant to the terms of this Trust Agreement without distinction between principal and income and without liability for the payment of interest thereon. Section 2: General Duties of the Employer: Indemnification. (a) The Employer shall control and manage the operation of the Plan. The Employer shall be responsible for determining benefit rights under the Plan, instructing the Trustee in the disbursement of benefits, investment management, soliciting stock voting instructions from participants, directing the Trustee in voting proxies and performing those plan administration functions specified in the Plan. (b) The Employer shall act as custodian with respect to promissory notes, mortgages and related documents given in connection with Plan loans, if any, and the Employer or its delegate shall hold in safekeeping all such promissory notes, mortgages and related documents. (c) The Trustee shall be fully protected and shall incur no liability in acting In reliance upon the instructions or directions of the Employer, or any delegate of the Employer. In addition, the Trustee shall be entitled to rely on directions given by a Plan participant, where the Plan provisions permit such direction. Any reference herein to directions or instructions from the Employer shall include directions or instructions from any delegate of the Employer or from a Plan participant, where the Plan provisions permit such direction. a 25D-33 (d) The Employer shall indemnify and hold harmless the Trustee from and against any and all claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act done or omitted to be done, except where the same is finally adjudicated to be due to the negligence or willful misconduct of the Trustee. (e) In addition to and in no way in limitation of the indemnification of paragraph (d), the Employer hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act or omission of any prior, subsequent or existing trustee of the Plan. (f) The Employer (or another named fiduciary for contributions, if appointed by the Employer) shall have sole and exclusive responsibility for: (i) determining the amount of contributions required to be made under the Plan, (ii) monitoring and ensuring that contributions are made to the Plan in a timely manner and (iii) if required to ensure that contributions are made to the Plan, directing the Trustee with respect to the Plan's legal claims for delinquent contributions. Section 3: Appointment and Duties of Investment Manager. (a) The Employer may, in writing, appoint an Investment Manager to assume the responsibility for the investment of any portion of the assets of the funds held in the Trust for such time as the Employer may determine and, unless such power is reserved to the Employer, for directing the Trustee to vote or refrain from voting any securities held in the Trust over which the Investment Manager has investment responsibility, or to exercise or refrain from exercising any rights to subscribe for additional securities appurtenant to such securities. Appointment of an Investment Manager, or communication of such to the Employer, shall constitute an allocation to the Investment Manager of fiduciary responsibility for the part of the Trust funds subject to the Investment Manager's management and control. (b) The Employer shall ascertain and certify to the Trustee that any Investment Manager appointed hereunder is (i) registered as an investment adviser under the Investment Advisers Act of 1940; (ii) a bank, as defined in that Act; or (iii) an insurance company qualified to perform investment management services under the laws of more than one state, and that the instrument or instruments appointing an investment manager and evidencing the Investment Manager's acceptance of such appointment contains an acknowledgement by the Investment Manager that it is a fiduciary with respect to the Plan. (c) The Investment Manager(s) shall have sole responsibility for the investment and, unless reserved to the Employer, the voting and subscription action of the portion of the Trust funds under its respective management, and the Trustee shall take such action only upon the instructions of the Investment Manager. The Trustee shall not be liable for, or obligated to inquire into, the acts or omissions of any Investment Manager appointed hereunder. (d) The Investment Manager shall from time to time certify to the Trustee the name of the person or persons authorized to act on its behalf, and shall furnish to the Trustee a specimen signature of any such person. When any person ceases to have the authority to act on behalf of the Investment Manager, the Investment Manager shall promptly notify the Trustee. Until such notice is received by the Trustee, such person shall continue to be an authorized representative of the Investment Manager. (e) All directions to the Trustee by the Investment Manager shall be in writing and shall be signed by the Investment Manager or its authorized representative. Provided the Employer has previously approved, written directions from the Investment Manager may be provided through 25D-34 any mutually agreed upon electronic or facsimile communication device, and the trustee may fully rely upon the validity and authenticity thereof. (f) If an Investment Manager resigns or is removed by the Employer, the Employer shall promptly notify the Trustee and that portion of the Trust funds shall again be invested pursuant to the instructions of the Employer until another Investment Manager has been appointed with respect to that portion of the Trust funds. Section 4: General Duties of Trustee. (a) The Trustee shall receive, hold, manage, invest and reinvest the Trust Fund pursuant to the provisions of this Section and Section 5 in accordance with the directions of the Employer. The Trustee shall take no action except pursuant to directions received by it from the Employer, and shall have no duty to determine any facts or the propriety of any action taken or omitted by it in good faith pursuant to instructions from such persons. (b) The Trustee shall be responsible, pursuant to client direction, only for such assets as are actually received by it as Trustee hereunder. The Trustee shall have no duty or authority to ascertain whether any contributions should be made to it pursuant to the Plan, nor shall it have any responsibility concerning the amount of any contribution or the application of the Plan's contribution formula.. The Trustee shall be obligated to take actions to enforce the Plan's claims for delinquent contributions solely upon the direction of either (i) the Employer or (ii) another named fiduciary for contributions who has been designated in accordance with the Plan. (c) The duties and obligations of the Trustee hereunder shall be limited to those expressly imposed upon it by this Trust Agreement notwithstanding any reference herein to the Plan, and no further duties or obligations of the Trustee, such as a duty to value Plan investments, determine the prudence of any Plan investment, or diversify Plan investments, shall be implied. The Trustee shall not be liable in discharging its duties hereunder if it acts in good faith and in accordance with the terms of this Trust Agreement and in accordance with applicable Federal or state laws, rules and regulations. The Trustee shall have no responsibilities, duties and obligations with respect to any assets not held under this Trust, even if those assets are held as assets of the Plan under a separate trust agreement. Any duties and obligations arising from such assets shall be solely those of the trustees named in such separate trust agreement, or, in the event no such separate trust exists, the plan sponsor. Section 5: Power and Duties of Trustee with Respect to Trust Fund. The Trustee shall have the following powers and duties regarding the Trust Fund: (a) To hold title to the assets of the Trust Fund, which may include entering into depository arrangements for the safekeeping of records relevant to the ownership of such assets with any bank or banks as the Trustee may choose. Without limiting the generality of the foregoing, the Employer specifically directs the Trustee to appoint, and the Trustee hereby appoints the Employer or its delegate to act as custodian with respect to promissory notes, mortgages and related documents given in connection with Plan loans, if any. (b) To invest the assets of the Trust Fund in such investment vehicles as directed by the Employer, including Plan loans made to participants, and annuity or insurance contracts issued by affiliates of the Trustee, in accordance with directions received from the Employer, and to agree to amendments to such annuity or insurance contracts, as directed by the Employer. The Trustee shall have no duty or responsibility to determine the appropriateness of any plan investment, or to cause such investments to be changed. Notwithstanding any other provision of this Agreement, all notices, proposed contract amendments, rate or fee changes or other 2501-35 communications regarding all group annuity contracts that are assets of the Plan, including any group annuity contract issued by an affiliate of the Trustee, will be sent directly by the issuer of the contract to the Employer or forwarded by the Trustee to the Employer, and the Trustee shall act on behalf of the Plan with respect to any such notice, proposed amendment, change or other communication only in accordance with the written direction of the Employer. Any rights of a contractholder under any such group annuity contract to discontinue, amend or otherwise modify the contract shall be exercised only upon the specific written direction of the Employer to the issuer of the contract or by the Trustee at the Employers specific written direction. (c) To make transfers among investment vehicles or disbursements from the Trust Fund as directed by the Employer. The Trustee shall be entitled to rely on such direction, and shall have no responsibility to ascertain whether the Plan permits such a transfer or disbursement. (d) To delegate to third parties, including affiliates of the Trustee, any or all of its duties hereunder, including recordkeeping, reporting, and proxy voting. Also, the Trustee may utilize the services of outside custodians to hold on the Trustee's behalf any Plan assets invested in securities. (e) To vote securities proxies as directed by the Employer, or by another named fiduciary or investment manager designated by the Employer. The Trustee shall not be responsible, however, for providing securities proxy tabulation services. (f) The Trustee shall discharge its duties with respect to a plan solely in the interest of the participants and beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Section 6: Payment of Taxes. The Trustee shall pay out of the Trust Fund income taxes and other taxes of any and all kinds levied or assessed under existing or future laws against the Trust Fund, or against any person with an interest in the Trust Fund. Section 7: Disbursement of Trust Funds. (a) Upon receipt of written direction of the Employer, the Trustee shall make payments from the Trust Fund to such persons or direct its affiliate that is providing recordkeeping services to make such payments in such manner and in such amounts as the Employer shall direct in writing, and amounts paid pursuant to such direction shall no longer constitute a part of the Trust Fund. Notwithstanding the foregoing, the Employer expressly reserves the right to provide direction directly to the affiliate of the Trustee providing record keeping services regarding payments of Plan benefits or other disbursements. (b) At no time prior to the satisfaction of all liabilities with respect to participants and beneficiaries under this Trust shall any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of plan participants or beneficiaries. Except as provided in the Plan, the assets of the Trust Fund shall never inure to the benefit of the Employer and shall be held for the exclusive purpose of providing benefits to participants in the Plan and their beneficiaries, and defraying reasonable expenses of administering the Plan. Section 8: Expenses and Compensation of Trustee. The Trustee shall be compensated in accordance with the fee provided to the Employer. The Trustee shall be entitled to reimbursement from the Plan for any and all costs and expenses incurred in taking actions to collect delinquent contributions and to engage and pay from the Trust Fund legal counsel, collection agents, or such other agents or advisors as the Trustee may determine appropriate in taking actions to collect delinquent contributions. In addition the Trustee shall be paid its reasonable expenses, 25D-36 including reasonable expenses of counsel and other agents employed by the Trustee, incurred in conjunction with the administration of the Trust Fund. If the Trustee proposes an amended fee schedule and the Employer fails to object thereto within ninety (90) days of its receipt, the fee of 4.9% bps, shall be deemed accepted by the Employer. Section 9: Expenses of the Plan and Trust Fund. If permitted by the Plan, the reasonable expenses relating to the Plan and Trust Fund shall be paid by the Trust, except to the extent paid by the Employer. Such expenses shall include, without limitation, actuarial, investment management, accounting, legal and Trust expenses. Section 10: Accounts of the Trustee. The Trustee has accepted this Trust on the condition that the Employer has entered or is entering into a service agreement with an affiliate of the Trustee whereby an affiliate of the Trustee will provide recordkeeping services for all Plan assets held pursuant to this Trust Agreement. The Trustee shall be ICIiUIIGU lu illi VJiIIU iU Ulu LIIIiIIV)Vi, Ui IGy,i iiu ail wimal0 VI IIID IluJlt9G tU IIII YrWu lV 41G Lnljllvy 4l, li,G recordkeeping reports and related financial information provided by an affiliate of the Trustee, but the Trustee shall not otherwise be required to provide Trust accounts. Section 11: Resignation, Removal and Substitution of Trustee. (a) The Trustee may resign at any time by giving at least 60 days' written notice to the Employer (unless the Employer deems notice of a shorter duration to be adequate). The Employer may remove the Trustee at any time by giving at least 60 days' written notice to the Trustee (unless the Trustee deems notice of a shorter duration to be adequate). (b) The Trustee's service pursuant to this Agreement is conditioned upon the existence of one or more contracts between the Employer or the Plan (or the Trustee on behalf of the Employer or the Plan) and a subsidiary or affiliate of Prudential Financial, Inc. providing a funding medium for the Plan or providing for full Plan recordkeeping services. In the event the contract providing a funding medium or providing for recordkeeping services is discontinued or terminated, this Agreement shall be terminated as well with no further notice from either party to the other as of the date of discontinuance or termination of the contract providing a funding medium or providing for recordkeeping services. (c) Any successor trustee hereunder may be either a corporation authorized and empowered to exercise trust powers or may be one or more individuals. (d) Upon the appointment of a successor trustee, the resigning or removed Trustee shall execute, acknowledge and deliver all documents and written instruments necessary to transfer and deliver the Trust Fund and all rights and privileges therein to the successor trustee. Upon the appointment of a successor trustee, the resigning and removed Trustee shall be discharged from further accountability for the Trust Fund, and shall be under no further duty, obligation or responsibility for the disposition by such successor trustee of the Trust Fund or any part thereof. Section 12: Amendment and Termination of Trust. (a) The Employer and the Trustee may mutually agree at any time to amend this Trust Agreement and the Trust created hereby to any extent deemed advisable. No amendment to this Trust Agreement shall be effective unless mutually agreed to in writing by the Employer and the Trustee; provided, however, that Trustee's fee schedule may be amended as provided in Section 8. (b) The Employer may at any time revoke this Trust Agreement and terminate the Trust hereby created. Such revocation and termgr)ation shall) become effective upon receipt by the Trustee or 25D-37 its delegate of a written instrument of such revocation and termination executed by the Employer. Upon such termination, disposition of the assets of the Trust Fund shall be governed by the terms of the Plan. The Employer agrees in writing with the Trustee to indemnify the Trust Fund for any taxes or other penalties which may be assessed against it as a result of such termination or agrees to provide a bond to secure payment of any such taxes or penalties. Section 13: Miscellaneous Provisions. (a) This Trust Agreement and the Trust hereby created shall be governed, construed, administered and regulated in all respects under the law of the United States and the State of California. (b) The titles of the Sections in this Trust Agreement are for convenience of reference only and in case of any conflict, the text of this instrument, rather than such titles, shall control. (c) In case any provisions of this Trust Agreement shall be held illegal or invalid for any reason, their illegality or invalidity shall not affect the remaining parts of this Trust Agreement, and this Trust Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a part of the Trust Agreement. (d) This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The counterparts shall constitute one and the same instrument and may be sufficiently evidenced by any one counterpart. (e) This Trust Agreement shall be binding upon the respective successors and assigns of the Employer and the Trustee. (f) Neither the gender nor the number (singular or plural) of any word shall be construed to exclude another gender or number when a different gender or number would be appropriate. (g) In the event of any conflict between provisions of the Plan and those of this Trust Agreement, this Trust Agreement shall prevail. Provisions in other documents, including but not limited to plan documents, group annuity contracts, and/or service agreements, that might otherwise reflect the powers, duties, and responsibilities of the Trustee, shall in no way supersede or replace any of the provisions contained in this Trust Agreement. This Trust Agreement shall constitute the entire agreement between the Employer/Plan Administrator and the Trustee. (h) Communications to the Trustee shall be sent to the Trustee's principal offices or such address as the Trustee may specify in writing. No communication shall be binding upon the Trustee until it is received by the Trustee or its delegate. Communications to the Employer shall be sent to the Employer's principal offices or such address as the Employer may specify in writing. (i) Insurance. Prudential shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain commercially reasonable insurance coverage, including the insurance policies listed below. • Worker's Compensation and Employer's Liability insurance, with statutory limits for workers' compensation and Employers Liability limits of $1,000,000 per accident. • Commercial General Liability insurance, insuring against claims for bodily injury, property damage, completed operations and contractual liability with a limit of $1,000,000 per occurrence and $2,000,000 in the aggregate. • Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles used in the performance of this Agreement with a combined single limit of $1,000,000. • Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000. • Professional Liability or Errors & Omissions insurance with limits of at least $5,000,000 each claim or wrongful act with a $250,000,000 deductible. • Fidelity Bond or Comprehensive Crime insurance covering employee dishonesty with limits of at least $5,000,000 each claim with a $250,000,000 deductible. • Cyber Risk or Privacy Liability insurance with limits of at least $5,000,000 each claim or wrongful act with a $250,000,000 deductible. Prudential will be solely responsible to pay and determine the deductibles on these insurance policies, which will be issued by insurance carriers with an A.M. Best rating of A- or better. In the event that any of the above-described insurance policies are written on a claims -made basis, then such policy or policies shall be maintained during the entire period of the Agreement and for a period of two (2) years following the termination or expiration of the Agreement. Prudential will provide reasonable notice of any material adverse change or cancellation of the S above-described insurance coverage. Authorizing Plan Fiduciary shall be included as an additional insured on the above -referenced policies. Certificates of insurance matching the terms of this § 9 will be provided upon Authonzin Plan Fiduciary's reasonable written request. This § 9 does not limit or exoand Prudential'i,en obligations. IN WITNESS WHEREOF, this Trust Agreement has been executed on the dates indicated below. The persons executing this Trust Agreement represent that they are duly authorized to do so. EMPLOYER By Soo Atraript] Signature Page Date PRUDENTIAL BANK & TRUST, FSB 0 Title Date 25D-39 ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SUN iA ll. UAit V tiLHU City Attorney Bv4C wla, A- 'KlS✓�A" Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA RAUL GODINEZ, II City Manager FRANCISCO GUTIERREZ Executive Director of Finance and Management Agency .ju(. pol".y „, 25D-40 INVESTMENT AGREEMENT issued by PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY a wholly owned subsidiary of The Prudential Insurance Company of America 280 Trumbull Street, Hartford, Connecticut 06103 I►\ _ ul ► _' 1 � �i SIC ��' ISSUED TO: Prudential Bank & Trust, FSB, as Trustee of the City of Santa Ana Deferred Compensation Plan Trust EFFECTIVE DATE: October 1, 2018 ISSUE DATE: This Agreement is a group annuity contract that funds benefits for plans qualified under section 457 of the Internal Revenue Code and is designed to comply with state insurance department standards. Annuities are available subject to the terms of each plan. However, this Agreement does not require the purchase of annuities. Prudential Retirement Insurance and Annuity Company ("PRIAC") will accept Deposits of Plan assets and pay Benefits under the terms of this Agreement. The entire Agreement consists of the Application and the provisions of this Agreement. PRIAC issues this Agreement in consideration of the Application and the payment of Deposits provided for under this Agreement. Payments and values that are based on the investment experience of a separate account (other than a guaranteed separate account) are variable and are not guaranteed. The operation of each separate account is described in. this Agreement. In Witness Whereof, PRIAC has executed this Agreement on the Issue Date, to take effect on the Effective Date. President GA -2020 -IA -0805 Exhibit 3 25D-41 City of Santa Ana - Investment Agreement (specimen).doc TABLE OF CONTENTS Sections of Base Agreement 1 Deposits..................................................................... Starting on Page 2 Transfers Between Plan Investment Options..............................................:.3 3 Distributions...................................................................................................4 -5 4 Operational Agreements................................................................................6- 5 Termination....................................................................................................7 6 Miscellaneous................................................................................................9 7 Annuities...................................................................:...:................................11 8 Definitions ..........................................................:...................:.......................13 Expense Schedule Following Base Agreement: Guaranteed Income Fund Investment Addendum Universal Separate Account E Investment Addendum Application e weM?rence .,)- !!eierence GA -2020 -IA -0805 I City of Santa Ana - Investment Agreement (specimen).doe 25D-42 SECTION 1 -DEPOSITS 1.1 CONTRIBUTIONS. Subject to the terms of the Plan, the Investor ("You") will deposit Contributions that are directed for investment under this Agreement. You may reduce the amount of Contributions by Plan distributions to Participants for any contribution period. 1.2 MINIMUM CONTRIBUTIONS. PRIAC ("We", "Our" or "Us") may require a minimum amount of Contributions for investment under this Agreement, in any one Plan year, equal to $35,000. 1.3 TRANSFERRED ASSETS. You will deposit amounts contributed under the terms of the Plan prior to the Effective Date of this Agreement that are directed for investment under this Agreement. Subject to the terms of the Plan and as permitted by the Code, and subjecfto Our agreement to accept such transfers, You will deposit amounts transferred from other plans that are directed for investment under this Agreement. For purposes of this section, "plans" shall include any "eligible retirement plan" as, defined in Code section 402(c)(8). 1.4 TIMING OF CONTRIBUTIONS AND TRANSFERRED ASSETS. You will deposit Contributions and Transferred Assets within thirty-one (3 1) days of the date specified in the Plan. However, We will allow a grace period of thirty-one (3 1) days or, if less, the time required by law for Contributions. You and the contributing employers will ensure that all Contributions due under the Plan are made within the time required by law. 1.5 ROLLOVERS. Subject to the terms of the Plan and as permitted by the Code, and subject to Our agreement to accept such rollovers, You will deposit rollover amounts from other plans that are directed for investment under this Agreement. For purposes of this section, "plans" shall include any "eligible retirement plan" as defined in Code section 402(c)(8).. 1.6 ACCEPTANCE',OF DEPOSITS. We will only accept Deposits specified in the preceding paragraphs. 1.7 ALLOCATION DATE FOR DEPOSITS. We will allocate Deposits as of the valuation date coinciding with or next following the date We receive the Deposits. The applicable Investment Addendum specifies the valuation date. GA -2020 -IA -0805 25D-43 City of Santa Ana - Investment Agreement (specimen).doc SECTION 2 - TRANSFERS BETWEEN PLAN INVESTMENT OPTIONS 2.1 TRANSFERS. Subject to the terms of the Plan, Participants may direct Transfers between Plan investment vehicles, including any investment vehicle described in an Investment Addendum under this Agreement. We will apply any limitations described in the Base Agreement or in the applicable Investment Addendum under this Agreement to these Transfers. Participants must independently choose to make Transfers between Plan investment options, free from corporate or trustee suggestion or persuasion. 2.2 ALLOCATION DATE FOR TRANSFERS. We will allocate Transfers between investment vehicles as of the valuation date coinciding with or next following the later of (A) the date We receive instructions from You or a Participant regarding the Transfer, or (B) the effective date of the Transfer. The applicable Investment Addendum specifies the valuation date. You and We will mutually agree on a method for submitting Transfer instructions. GA -2020 -IA -0805 25D-44 ....r �:elarenoe City of Santa Ana - Investment Agreement (specimen).doc SECTION 3 - DISTRIBUTIONS 3.1 GENERAL DISTRIBUTIONS. Subject to the terms of the Plan, We will make Distributions for Benefit payments from an investment vehicle(s) under this Agreement. We will apply to these Distributions any limitations described in the Base Agreement or in the applicable Investment Addendum under this Agreement. We will make Distributions in the following manner: (A) TRUSTEE. If the Plan has a trustee, the trustee may, but is not required to, receive all cash payments for further distribution. (B) AMOUNT. A Distribution may be an amount up to and including the value of Plan assets in the investment vehicle(s) on the valuation date. The applicable Investment Addendum specifies the valuation date. (C) FORM. Subject to the terms of the Plan, and as instructed by You, We will make Distributions in one or a combination of the following forms: (a) Any type of annuity that We agree in writing to provide, in accordance with the provisions of Section 7; (b) Single sum cash payment; or (c) A series of cash payments over a period of time. Subject to the terms of the Plan, if the Participant's account balance does not exceed $5000, We will make any Distribution in the form of a single sum cash payment. While an annuity is available as a form of Distribution, We will not require You to purchase an annuity under this Agreement. 3.2 DISTRIBUTIONS UPON DEATH. If a Participant dies prior to distribution of his interest in the Plan, You will approve the amount of the death benefit and advise Us of the following: (A) the designated beneficiary(ies); and (B) the form of benefit to be paid in accordance with the provisions of the Plan and applicable law. 3.3 DEFERRED PAYMENTS. In the event of severe adverse economic conditions, We may defer a Distribution under this Section in accordance with the terms of the applicable Investment Addendum. We will only defer the Distribution for a maximum period of six (6) months from the original distribution date. We will defer the Distribution to a date that is less than six (6) months if We determine that the period of severe adverse economic conditions has ended. We will only defer the payment within the time GA -2020 -IA -0805 25D-45 City of Santa Ana - Investment Agreement (specimen).doc permitted by applicable law. Regardless of adverse economic conditions, We will never defer a Distribution due as a result of a Participant's retirement, termination of employment, disability, death, Distributions required by Code Section 401(a)(9) or withdrawals for unseen emergencies as permitted under the Plan. 3.4 PROVISIONS NOT APPLICABLE UPON TERMINATION. With the exception of Section 3.3, the distribution provisions described in this Section 3 do not apply if the Agreement is terminated. Upon termination of this Agreement, We will apply the provisions of Section 5 along with provisions under the applicable Investment Addendum. -„e GA -2020 -IA -0805 25D-46 City of Santa Ana - Investment Agreement (speciram).doc SECTION 4 - OPERATIONAL AGREEMENTS 4.1 QUALIFICATION. If required by law and by the date required by law, the Plan Sponsor will apply for a determination letter from the Internal Revenue Service that a new Plan meets the requirements of Code section 457. If the Plan is amended and there are material modifications to the Plan, the Plan Sponsor will apply for a new determination letter from the Internal Revenue Service if required by law and by the date required by law. You will provide a copy of the determination letter to Us within thirty (30) days after it is received by the Plan Sponsor from the Internal Revenue Service._ 4.2 PLAN CHANGE OR AMENDMENT. You will provide Us with reasonable advance notice of any change or amendment to the Plan. The Plan Sponsor may only adopt a change or amendment that would not have an adverse financial effect on the Agreement or on Us. We will determine whether a change or amendment has such -an adverse effect. 4.3 DISQUALIFICATION. You will notify Us within thirty (30) days after the Plan Sponsor receives initial written notification from the Internal Revenue Service that the Plan no longer meets the requirements of Code section 457. ' When this determination becomes final, We will terminate this Agreement under the term's of Section 5. 4.4 PLAN OPERATION. You will ensure that the Plan operates in compliance with all applicable laws and regulations. 4.5 INFORMATION. You will submit all information necessary to process Deposits, Transfers, and Distributions as frequently as You and We mutually agree. You will properly authorize and promptly. forward any information required by Us to meet an obligation under this Agreement. In addition, upon Our request, You will promptly forward any information required by Us to ensure compliance with the provisions of Section 2.1. As proof of death, We may require a copy of the death certificate, a physician's written statement certifying the death of the decedent, a copy of a certified decree of a court of competent jurisdiction as to the finding of death, or any other reasonable evidence. 4.6 EXPENSES. You will pay expenses and charges described in the Expense Schedule within thirty (30) days after the mailing date of the expense notification, or by another method to.which You and We mutually agree. We may deduct the amounts owed from Plan assets invested under this Agreement if You do not pay expenses and charges within thirty (30) days, and the Plan permits the expenses and charges to be deducted from Participant accounts. We will provide you with advance written notification of the deduction. We may also terminate this Agreement for non-payment of Expenses under the terms of Section 5. 4.7 REPORTS. We will provide You with reports of activity under this Agreement as frequently as You and We mutually agree. " CIVItLn iu. CCUllUtlil� GA -2020 -IA -0805 25D-47 City of Santa Ana - Investment Agreement (specimea).doc SECTION 5 - TERMINATION 5.1 TERMINATION. We will terminate this Agreement under the following circumstances: (A) You notify Us in writing that the Agreement will be terminated; (B) We notify You in writing that the Agreement will be terminated because You have materially breached a provision of Section 1,.2; 3, 4, or 6, or a provision of an Investment Addendum and You have failed to cure such breach after We have given you a reasonable opportunity to do so; (C) We notify You in writing that the Agreement will be terminated . because You have not paid Expenses and You have not made alternative arrangements with Us for paying the Expenses as provided under Section 4.6; or (D) We determine that the class of business to which, this Agreement belongs is no longer commercially desirable and We notify all investors of this class of business in writing that the agreements will be terminated. 5.2 TERMINATION DATE. The Termination Date is the first day of the month coinciding with or next following (i) the later of the date You specify in your notice pursuant to Section 5.1(A) or the date We receive such notice, (ii) thirty (3 0) days after the later of the date We specify in Our notice to You pursuant to Section(s) 5.1(B), 5.1(C) or 5.1(D) or the date We send the notice. Upon termination of the Agreement, We will (A) no longer accept Deposits under the Agreement as of the Termination Date, and (B) notify You of Expenses due as soon as practicable following the Termination Date. 5.3 TERMINATION DISBURSEMENT DATE. Unless You and We agree to an alternative date, We will initiate Termination Disbursements no later than the Termination Disbursement Date which is the valuation date coinciding with or next following the later of: (A) Ninety (90) days after the date We receive all information necessary to make the Disbursement; or (B) Ninety (90) days after the date We recover all outstanding Expenses under this Agreement. The applicable Investment Addendum specifies the valuation date. GA -2020 -IA -0805 7 City of Santa Ana - Investment Agreement (specimmidoc 25D-48 5.4 TERMINATION DISBURSEMENTS. On the Termination Disbursement Date, We will disburse, or begin to disburse all assets held under this Agreement. Any limitations under the applicable Investment Addendum will apply to these Termination Disbursements. We will recover any Expenses incurred under the Agreement up to the Termination Disbursement Date. We will disburse all assets from the investment vehicle(s) as follows: (A) If the Plan continues to meet the requirements of Code section 457 but a new funding agent is selected, You may direct Us to transfer the assets to the Plan's trustees or new funding agent. You or another authorized Plan representative must give Us written instructions regarding the Termination Disbursement. We may also require that You or another authorized Plan representative provide Us with written confirmation that the Plan will continue to meet the requirements of Code section 457. (B) If the Internal Revenue Service determines that the Plan initially fails to meet the requirements of Code section 457, We will disburse the Plan assets in a single sum cash payment. (C) If the Plan is terminated or the Internal Revenue Service determines that the Plan no longer meets the requirements of Code section 457, We will disburse the Plan assets as You and We mutually agree. If government approval is required, We may require that You or another authorized Plan representative provide Us with written confirmation that the Plan Sponsor has received any required government approval before We disburse the assets. GA -2020 -IA -0805 25D-49 City of Santa Ana - rove trnent Agreement (speoimen).doc SECTION 6 - MISCELLANEOUS 6.1 You will address all communications in writing (by first class mail, postage prepaid) or as You and We mutually agree. You will submit communications to Us at the following address: Defined Contribution Administration Prudential Retirement Prudential Retirement Insurance and Annuity Company P.O. Box 2975 Hartford, CT 06104 We will submit communications to You at the Investor's principal place of business or as You and We mutually agree. 6.2 You and We (including any entity which may succeed Us or any entity to which this Agreement may be assigned) are obligated to comply,with all terms of this Agreement unless the State of Connecticut determines that We have ceased doing this type of business. 6.3 A Distribution or Termination Disbursement payable to any Participant or beneficiary is only assignable if the law allows it. All Distributions or Termination Disbursements are exempt from the claims of creditors to the extent the law permits. 6.4 We agree only to the provisions of this Agreement and We are not a party to, and are not bound by, any trust or plan.. We are not responsible for the effect of any state or Federal revenue law on any Contribution made under the Plan. 6.5 You release Us from any liability for any payments that We made under this Agreement and in accordance with the terms of the Plan and applicable law. 6.6 We may rely conclusively on reports, notices, requests and other information submitted by You, the Investor's designated representative, a Participant or a beneficiary. 6.7 We will notify You upon becoming aware that any premium tax will be assessed on amounts deposited under this Agreement. We may deduct this tax and any interest due on this tax from Deposits or from Plan assets held under this Agreement. 6.8 In applying for the Agreement, You will select the Investment Addendum (Addenda) which become(s) part of this Agreement. 6.9 Any change to this Agreement will be subject to the following provisions: (A) No change will affect the amount of interest credited or accrued prior to the effective date of -the change. GA -2020 -IA -0805 25D-50 City of Santa Ana - Investment Agreement (specimen).doc (B) No change will affect the amount or terms of any annuity purchased prior to the effective date of such change. (C) Any change to this Agreement may be made without notice to or the consent of any Participant, beneficiary or annuitant. (D) We may, at any time, revise the provisions of this Agreement if the revision is required to comply with Code section 457, or any applicable law or regulation issued by a governmental agency. If required by law, the revision will be retroactive. (E) We may annually review and revise the provisions of this Agreement unless otherwise provided in the Base Agreement or the Investment Addendum (Addenda). We will provide You ninety (90) days advance written notice before We revise the provisions of the Agreement. Upon receiving the advance written notice, You may elect to terminate the Agreement under the provisions of Section 5 and the applicable Investment Addendum. 6.10 The laws of the State of Connecticut govern this Agreement except where its provisions may be superseded by the laws of its state of issuance. 6.11 The singular includes the plural and the masculine or feminine pronoun includes both the masculine and feminine gender unless the context indicates otherwise. 6.12 Two or more duplicate originals of this Agreement constitute one and the same instrument. The entire Agreement between You and Us consists of the Application together with all Investment Addenda and Schedules that We have attached to and made part of this Base Agreement. 6.13 If any payment due hereunder by PRIAC is otherwise due to be paid on a date when PRIAC is closed for business, We will make such payment on Our next normal business day. GA -2020 -IA -0805 10 City of Santa Ana - Investment Agreement (specimen).doc 25D-51 SECTION 7 - ANNUITIES 7.1 You may, but are not required to, purchase an annuity under this Agreement. We will reduce the amount We apply to purchase an annuity by any amount necessary to pay applicable taxes and/or annuity purchase fees. We will provide any retirement annuity based on Our existing business practices and rates then in effect for agreements in the same class of business as this Agreement. 7.2 We may require proof that the recipient of annuity payments is living as of each and every date on which any annuity payment becomes payable. We may withhold payments until We receive the requested proof. 7.3 We will issue an individual certificate to each Participant for whom an annuity is purchased. Also, if the state where We issue this Agreement requires, We will issue a certificate to each Participant contributing to the Plan., Any certificate issued will not cancel or alter any terms of this Agreement. 7.4 If We discover that the annuitant's age or any other fact pertaining to the purchase or determination of an annuity amount was misstated, or We discover a clerical error, We will make the following adjustments: (A) We will correct the amount of annuity payable retroactively to the date We purchased the annuity; (B) We will deduct any overpayments resulting from misstatements or errors from amounts payable following the correction of the annuity amount; (C) We will pay any underpayments resulting from misstatements or errors in full with the next payment following the correction of the annuity amount. 7.5 We guarantee that We will purchase annuities on an actuarial basis that is at least equal to the following actuarial basis for a fixed annuity. (A) Form of Annuity: 100% Fixed Life Annuity Actuarial Assumptions: Mortality - 1950 Male Group Annuity Valuation Table, with age setback of 4.8 years plus one-fifth of the number of years from 1895 to the annuitant's year of birth; Interest - 2%; Loading — 8.25%. We will review this guaranteed actuarial basis annually and may change it after We give ninety (90) days' advance written notice to You. We may only change the guaranteed actuarial basis following the first twelve (12) months after the Agreement's Effective Date. We may only change it once in any twelve (12) month period unless You and We agree in writing to make an exception. UL .!l it a 1 u. GA -2020 -IA -0805 1 1 City of Santa Ana - Investment Agreement (specimea).doc 25D-52 SECTION 8 — DEFINITIONS "Agreement" is the Investment Agreement, including the Base Agreement, Investment Addendum (Addenda) and Application. "Base Agreement" includes Sections 1 through 8 and the Expense Schedule. "Benefit" is any payment to which a Participant is entitled under the terms of the Plan. "PRIAC" is Prudential Retirement Insurance and Annuity Company. "Code" is the Internal Revenue Code of 1986, as amended from time to time. "Contributions" are amounts contributed under the terms of the Plan on or after the -effective date of this Agreement. "Deposits" are Contributions, Transferred Assets and Rollovers described in Section I. "Distributions" are withdrawals for Benefit payments described in Section 3. "Expenses" are expenses and charges described in the Expense Schedule. "Investment Agreement" is a group annuity contract, GA -)D=, issued by PRIAC. "Investment Addendum" describes each investment vehicle available under the Agreement, as You select, and all conditions associated with the use of the investment vehicle under this Agreement. "Investor" is Prudential Bank & Trust, FSB, as Trustee of the City of Santa Ana Deferred Compensation Plan Trust, the Plan Sponsor, or any person designated by the Investor or the Plan Sponsor to carry out its administrative functions. "Participant" is an individual having an account under the Plan. "Plan" is City of Santa Ana Deferred Compensation Plan, as adopted by the Plan Sponsor, effective, as constituted on the Effective Date of this Agreement, and as amended from time to time. "Plan Sponsor" is the entity sponsoring the Plan. "Termination Disbursements" are amounts payable from an investment vehicle(s) under this Agreement upon termination of this Agreement as described in Section 5. "Transfers"'arc.Participant-directed transfers (described in Section 2.1) between Plan investment vehicles. "You" refers to the Investor. "We", "Our" or "Us" refers to PRIAC. GA -2020 -IA -0805 12 City of Santa Ana - Investment Agreement (specimea).doc 25D-53 EXPENSE SCHEDULE Effective October 1, 2018, the Expense Schedule is as follows: INVESTMENT FUNDS ASSET CHARGES Part I — A Payment Method (left-most column) Key: Charges that are labeled "OT" are billed directly to the Plan Sponsor on a quarterly basis. Charges that are labeled "OA" are deducted from the gross rate of fixed funds and deducted from the gross unit value for the market valued funds. Charges stated below are annual charges. OA Guaranteed Income Fund OA Core Bond/PIM Fund .XXW .XX% GA -2020 -IA -0805 I City of Santa Ana- Investment Agmement(specimen).doc 25D-54 EXPENSE SCHEDULE Part 11-A Asset Charges The Asset Charges for the investment funds listed in Part I -A of the Expense Schedule are annual charges deducted from the declared rate or unit value of individual investment funds on a daily basis. As used below, the term "You" refers to the Plan Sponsor and the terms "Us" and "Our" refer to Prudential. Retirement Insurance and Annuity Company. Asset Charges, where applicable, are imposed to cover certain of Our expenses incurred in connection with the establishment and maintenance of the Agreement and providing administrative services for ,the Plan. Asset Charges may also be used to cover payments made by Us at Your direction to other service providers. In no event will these charges cover or be amended so as to cover any fees, expenses, taxes or charges relating to the management of the assets held hereunder. If You request Us to pay the expenses of another service provider or request Us to reimburse You for Plan expenses, a separate agreement will be signed by You. The Expense Schedule is subject to annual review by Us and may be changed effectively after ninety (90) days' written notice to You. The Schedule will not be changed within,the first twenty four (24) months following the Agreement's Effective Date, nor will it be changed more frequently than once in any twelve (12) month period except by written agreement between You and Us. The Asset Charges for the funds or family of funds are listed on Part I -A of this Expense Schedule. Other Expenses/Charges We may pay commissions in connection with this contract as disclosed to You in a separate disclosure document. From time to time We may consent to pay money or to give other value to You or Your representatives. Money that We may consent to pay may include allowances or reimbursements paid to You, or to third parties for Your benefit, in connection with services rendered to You or costs incurred by You in connection with Your administration of the Plan. Value that We may consent to give may include educational and reasonable entertainment events that assist You or Your representatives in the discharge of Your duties as a plan sponsor. Separately, apart from Plan activities, We may also at Your request contribute to Your employee appreciation, charitable, educational or entertainment events. In addition, We or Our affiliates may provide compensation, payments and/or incentives to firms that furnish marketing, sales and/or other services to Us in connection with Our products. Such services may include Prudential's participation in seminars or conferences sponsored by such frons. GA -2020 -IA -0805 25D-55 City of Santa Ana - Investment Agreement (specimen).doc GUARANTEED INCOME FUND INVESTMENT ADDENDUM 1.1 GUARANTEED INCOME ACCOUNT. The term Guaranteed Income Account (hereinafter "GIA") refers to assets invested under this Agreement in the Guaranteed Income Fund. These assets are invested in Prudential Retirement Insurance and Annuity Company's (PRIAC's) general account. 1.2 MAXIMUM DEPOSITS. If PRIAC's current guidelines establish a maximum amount that can be deposited to the GIA in any one Plan year, We will communicate the maximum amount to You. You may only deposit up to the maximum amount unless We give You prior written consent to deposit amounts in excess of the maximum. 1.3 CREDITED INTEREST. We will credit interest to the GIA daily. We will credit interest to each dollar in the GIA (A) from the Valuation Date on which it is allocated to the GIA under Section 1.7 and Section 2.2 of the Base Agreement, and (B) until the Valuation Date as of which We transfer, distribute or disburse each dollar from the GIA. We will notify You of the interest rate that We will credit to the GIA for this class of business as of the date this Addendum becomes part of the Agreement (the "Declared Interest Rate"). Thereafter, We will announce a Declared Interest Rate semi-annually, effective January 1 and July 1, and that rate will be guaranteed against change during each six (6) month period. The Declared Interest Rate will always be greater than or equal to one and one half percent (1-1/2%) (the "Minimum Interest Rate"). The Declared Interest Rate is stated on an annual effective rate basis. This method for computing interest uses daily compounding so the amounts held in the GIA for 365 days (366 days during a leap year) will increase at the stated annual effective rate. 1.4 ASSET CHARGE. We will convert the annual Asset Charge under this Agreement's Expense Schedule to a daily equivalent. We will reduce the daily equivalent of the Asset Charge from interest being credited to the GIA under the preceding Section 1.3. As described in the Base Agreement, You have the option to pay the Asset Charge as an alternative to reducing the daily equivalent of the Asset Charge from interest being credited to the GIA. 1.5 VALUATION. The value of the GIA is an amount equal to (A) minus (B) where (A) is the sum of (i) Deposits to the GIA, GA -2020 -GIF -FS -0805 25D-56 Addend=457single_PRIAC_2020-GIF-FS-0805 (ii) Transfers to the GIA from another Plan investment vehicle, and (iii) Credited Interest, and (B) is the sum of (i) Expenses, if any, and (ii) Transfers, Distributions or Termination Disbursements from the GIA. 1.6 VALUATION DATE. For purposes of valuing the GIA, the term Valuation Date refers to each day that We are open to transact normal business. 1.7 DEFERRALS. We may defer Transfers, Distributions or Termination Disbursements from the GIA under Section 3.3 of the Base Agreement if: (A) the New York Stock Exchange is closed, other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted; (B) an emergency exists as a result of which disposal by PRIAC of assets that are underlying investments for the Guaranteed Income Fund is not reasonably practical; or (C) the Securities and Exchange Commission by order permits. The Securities and Exchange Commission shall by rules and regulations determine the conditions under which (i) trading shall be deemed to be restricted and (ii) an emergency shall be deemed to exist. However, during the deferral period We may continue payments to investors ratably as the Guaranteed Income Fund cash flow permits. During the deferral period We will continue to apply Credited Interest. 1.8 TRANSFER LIMITATIONS Transfers between the GIA and a Competing Fund may be made, provided the amount to be transferred is first transferred to a Plan investment option that is not a Competing Fund and such amount is held in that fund for a period of at least ninety (90) days before being transferred to a Competing Fund. A Competing Fund is an investment option available under the Plan that is primarily comprised of high quality fixed income securities with an average duration.of less than or GA -2020 -GIF -FS -0805 25D-57 Addend=457single_PRIAC_2020-GIF-FS-0805 equal to 3.5 years. For purposes of the Agreement, Competing Funds include but are not limited to money market and short term bond funds. We reserve the right, upon 30 days notice, to determine whether any investment option under the Plan is or becomes a Competing Fund. A Prohibited Competing Fund is a money market fund, a fund that guarantees principal or a fund that is primarily comprised of instruments that guarantee principal. You may not offer a Prohibited Competing Fund as a Plan investment option unless We give You prior written consent. 1.9 GIA POOL TRANSFER LIMITATION. The assets under the GIA are part of the Guaranteed Income Fund pool established for all investment agreements containing this or a similar limitation, and where We receive the initial Deposit to the GIA in the same period within the calendar year. We may defer a Distribution or Termination Disbursement whenever (i) plus (ii) would exceed ten percent (10%) of (iii) where (i) is the Distribution or Termination Disbursement amount to be paid from the GIA, (ii) is all Transfer, Distribution, or Termination Disbursement amounts that We previously or simultaneously paid for any reason in the same calendar year in which (i) is computed, from the same pool of Guaranteed Income Fund assets to which the GIA belongs, and (iii) is total assets on January 1 of the year in. which (i) is computed in the Guaranteed Income Fund pool to which the GIA belongs. In addition, We guarantee the following: (A) We will not defer an amount which would result in a Distribution or Termination Disbursement of less than ten percent (10%) of the GIA in any one calendar year. (B) We will continue to apply Credited Interest to any amount We defer under this Section. (C) While the pool transfer limitations of this Section are in effect, as the Plan permits, We will continue to pay Distributions for retirement, termination, death, disability, unforeseen emergency, or Distributions required by Code section 401(a)(9). In addition, as provided under Section 5.4(C) of the Base Agreement, We will pay Termination GA -2020 -GIF -FS -0805 25D-58 Addend=457single_PRIAC_2020-GIF-FS-0805 Disbursements occurring as a result of the Plan's termination or failure to meet the requirements of Code section 457, and the limitations of this Section 1.9 will not apply to such Termination Disbursements. (D) While the pool transfer limitations of this Section are in effect, We will continue to allow Transfers under the terms of the Plan. (E) This Section does not apply if this Agreement has terminated under Section 5 of the Base Agreement. Upon termination, the provisions of the following Section 1.10 will apply. 1.10 TERMINATION TRANSFER LIMITATIONS. If this Agreement terminates under Section 5 of the Base Agreement, the limitations of this Section apply. The assets under the GIA are part of the Guaranteed Income Fund pool established for all investment agreements containing this or a similar limitation, and where We receive the initial Deposit to the Guaranteed Income Fund in the same period within the calendar year. We will disburse the assets under the GIA in a single lump sum as of the Termination Disbursement Date, defined in Section 5.3 of the Base Agreement, if (i) plus (ii) does not exceed ten percent (10%) of (iii) where (i) is the Termination Disbursement amount to be paid from the GIA, (ii) is all Transfer, Distribution, or Termination Disbursement amounts that We previously paid for any reason in the same calendar year in which this Agreement is terminated and from the same pool of Guaranteed Income Fund assets to which the GIA belongs, and (iii) is total assets on January 1 of the year in which (i) is computed in the Guaranteed Income Fund pool to which the GIA belongs. If (i) plus (ii) exceeds ten percent (10%) of (iii), We may apply the following limitations: (A) As of the Termination Disbursement Date, We will disburse an amount equal to the greater of (a) or (b) as follows: (a) is the difference between ten percent (10%) of (iii) above, and (ii) above. (b) is one-sixth (1/6) of the GIA value as of the Termination Disbursement Date. GA -2020 -GIF -FS -0805 4 Addend=457single_PRIAC_2020-GIF-FS-0805 25D-59 On each anniversary of the Termination Disbursement Date, We will disburse assets remaining credited to the GIA in five (5) succeeding annual installments as follows: (1) The first installment is one-fifth (1/5) of the remaining value of the GIA; (2) The second installment is one-fourth (1/4) of the remaining value of the GIA; (3) The third installment is one-third (1/3) of the remaining value of the GIA; (4) The fourth installment is one-half (1/2) of the remaining value of the GIA; (5) The fifth installment is the remaining value of the GIA. We will issue a written guarantee of the interest rate that We will credit to the unpaid balance of the GIA. The interest rate will be an annual rate and will not change during the life of the installment payment period (the "Installment Period Rate"). Installment Period Rate = i -.56-i) where (i) is the Declared Interest Rate applicable to the Guaranteed Income Fund pool to which the GIA belongs as of the Termination Date, defined under Section 5.2 of the Base Agreement, and (j) is the rate of credited interest as of the Termination Date applicable to the Guaranteed Income Fund pool established for the same period within the calendar year in which the Termination Date occurs (the "New Rate"). We will ensure that the New Rate is determined on the same basis as the Declared Interest Rate. The Installment Period Rate will always be greater than or equal to the Minimum Rate in effect during the semi-annual period in which the Termination Date falls, as described in Section 1.3 hereunder. In addition, We will continue to charge Expenses described in the Expense Schedule. The maximum interest rate We will credit is equal to the Declared Interest Rate. Notwithstanding the preceding paragraphs of this Section 1.10(A), We may disburse the remaining balance of the GIA at any time in a single GA -2020 -GIF -FS -0805 25D-60 Addend=457single_PRIAC_2020-GIF-FS-0805 lump sum. (B) Payment Over a Maximum Period of Ten Years. In lieu of the installment payments under the preceding Section 1.10(A), You may direct Us in writing to disburse the assets from the GIA in annual installments over no more than ten (10) years from the Termination Date. The initial disbursement will be on the first anniversary of the Termination Date if that date is a normal business day for Us. If not, the disbursement will be made on PRIAC's next normal business day. Any subsequent disbursements will be made on each calendar year anniversary of the Termination Date if that date is a normal business day for Us. If not, the disbursement will be made on PRIAC's next normal business day. We will issue a written guarantee of the interest rate that We will credit to the unpaid balance of the GIA. The interest rate will be an annual rate and will not change during the life of the installment payment period (the "Installment Period Rate"). Installment Period Rate = Declared Interest Rate as of the Termination Date - 1 % The Installment Period Rate will always be greater than or equal to the Minimum Rate in effect during the semi-annual period in which the Termination Date falls, as described in Section 1.3 hereunder. In addition, We will continue to charge Expenses described in the Expense Schedule. The number of annual payments will be referred to as "N" where N = 04) times 100 rounded up to the next integer but N is not less than 1 or greater than 10, j = the New Rate, and i = the Declared Interest Rate as of the Termination Date. Each disbursement will be an amount equal to 1/(N-t+l) times the remaining value of the GIA, where t equals 1 for the first installment, 2 for the second installment, and so on until it equals N for the last installment. After the Termination Date and during any installment period described in this Section 1. 10, and as the Plan permits, We will continue to pay Distributions for retirement, termination, death, disability, unforeseen emergency, or Distributions required by Code _.._ section 401(x)(9). Also, after the Termination Date, as the Plan permits, Wewill . GA -2020 -GIF -FS -0805 25D-61 Addend=457single_PRIAC_2020-GIF-FS-0805 continue to pay Transfers so long as: (a) the GIA is part of the Plan's stable value investment option and that investment option comprises at least one other investment contract; (b) amounts payable from investment contracts constituting the Plan's stable value option are on a "last in, first out" basis with all other investment contracts being used before the GIA to pay Transfers, i.e., the value of each of the other investment contracts that constitute the Plan's stable value option must be $0 before a Transfer is paid from the GIA and (c) Transfers to a Competing Fund may be restricted in accordance with Section 1.8 of the Addendum. Notwithstanding the foregoing, as provided under Section 5.4(B) and (C) of the Base Agreement, We will pay Termination Disbursements occurring as a result of the Plan's termination or failure to meet the requirements of Code Section 457 in a single lump sum payment, or as You and We mutually agree. We will also pay Termination Disbursements occurring as a result of termination of this Agreement under Section 5.1(D) of the Base Agreement in a single lump sum payment. 1.11 TERMINATION OF GUARANTEED INCOME FUND INVESTMENT ADDENDUM. We may terminate this Investment Addendum upon 90 days' advance notice if. (i) We determine that the continued operation of the Guaranteed Income Fund is no longer commercially desirable for the class of business to which this Agreement belongs, and (ii) We notify all investors belonging to the same class of business as this Agreement and utilizing the Guaranteed Income Fund in writing that We are terminating the Guaranteed Income Fund. The following provisions apply as of the date We terminate the Guaranteed Income Fund as provided above. (A) We will not accept additional Deposits or Transfers into the GIA and We will not make additional Transfers, Distributions, or Termination Disbursements from the GIA, except as provided in (B) and (C) below. (B) We will determine the amount of any outstanding Asset Charge attributable to the GIA, as described in Section 1.4 of this Investment Addendum and the Expense Schedule. We will withdraw the amount from the GIA unless You agree to pay the Asset Charge, as described GA -2020 -GIF -FS -0805 7 Addendum457single_PRIAC_2020-GIF-FS-0805 25D-62 in the Base Agreement. (C) You may transfer the GIA balance in a lump sum to any other investment option represented by an Investment Addendum under this Agreement. We will disburse any remaining GIA balance in a lump sum as You direct in writing. If You do not transfer the GIA balance to another investment option under this Agreement, or otherwise direct Us to disburse the balance, We will transfer the GIA balance to a non- interest bearing account until such time as You transfer the GIA balance to another investment option under this Agreement, or otherwise direct Us to disburse the balance. GA -2020 -GIF -FS -0805 25D-63 Addend=457single_PRIAC_2020-GIF-FS-0805 UNIVERSAL SEPARATE ACCOUNT E INVESTMENT ADDENDUM 1.1 Separate Account E, as referenced in this Addendum, is each pooled separate account maintained by Prudential Retirement Insurance and Annuity Company (PRIAC) that is described in the Appendix to this Addendum. We segregate Separate Account E assets from PRIAC's other assets. Separate Account E assets are only subject to the claims of investors participating in this Separate Account. We maintain and operate Separate Account E in accordance with the following paragraphs. (A) INVESTMENTS. We invest Separate Account E assets as described in the Appendix. We invest each separate account's assets primarily either in (a) publicly issued bonds or common stocks of domestic or non -United States companies or other equity securities of domestic or non -United States companies, or other types of equity investments or debt types of investments, (b) units of other separate accounts that We maintain or (c) interests in other commingled investment funds that invest primarily in either common stocks or other types of equity investments or debt types of investments. However, We may invest the assets in any investment that We deem to be permissible under applicable law. We will invest or reinvest Separate Account E assets at PRIAC's sole discretion. We will credit/charge any income and any realized or unrealized gains or losses under Separate Account E without regard to its other income, gains or losses. (B) SEPARATE ACCOUNT E EXPENSES. We may apply the following expenses to Separate Account E assets. (a) Separate Account Investment Management Fee. This fee covers the investment management of Separate Account E assets. In addition, it covers expenses and taxes that We incur in establishing and maintaining each investment vehicle under this Addendum. We will determine this fee and apply it daily to all investors' assets in Separate Account E. We allocate the fee based on the value of each investor's share of Separate Account E. The maximum aggregate annual rate of Management Fee.will:not exceed one and three -fourth GA -2020 -SAE -0805 25D-64 percent (1.75%). (b) Other Separate Account Expenses. If applicable, We will deduct the following expenses directly from Separate Account E assets: (i) brokerage commissions, transfer taxes and other direct charges arising from the purchase or sale of investments or futures instruments under Separate Account E; (ii) other taxes, charges or expenses directly attributable to the operation of, or the assets held in, Separate Account E; and any expenses (including reasonable fees and expenses for the time spent by officers or employees of PRIAC) that We incur in the course of litigation, representation on any creditors' committees, or any other action that We determine is reasonably necessary or required to preserve or enhance the value of Separate Account assets. (C) SEPARATE ACCOUNT E UNIT. We divide Separate Account E into units of participation and We refer to each unit as a Separate Account E Unit. When We accept Deposits or Transfers into Separate Account E, We increase the number of Separate Account E Units. When We make Transfers, Distributions or Termination Disbursements from Separate Account E, We decrease the number of Separate Account E Units. We determine the increase or decrease in the number of Separate Account E Units by dividing (i) by (ii) where (i) is the amount allocated to or withdrawn from Separate Account E, and (ii) is the then current Separate Account E Unit Value. (D) SEPARATE ACCOUNT E UNIT VALUE. We determine a Separate Account E Unit Value on each Valuation Date. The Unit Value is equal to (i) divided by (ii) where (i) is the Market Value of Separate Account E, and (ii) is the total number of Separate Account E Units. GA -2020 -SAE -0805 2 25D-65 The Separate Account E Unit Value on any date is equal to the amount determined on the Valuation Date coinciding with or last preceding such date. (E) MARKET VALUE OF SEPARATE ACCOUNT E. We will determine the Market Value of Separate Account E for each Valuation Date. On any Valuation Date, We determine the Market Value under PRIAC's established procedures for valuing assets. 1.2 VALUATION. The value of the Plan assets invested in Separate Account E is an amount equal to (i) times (ii) where (i) is the number of Separate Account E Accumulation Units credited to the Plan under this Addendum, and (ii) is the Separate Account E Accumulation Unit Value for the Valuation Date. (A) SEPARATE ACCOUNT E ACCUMULATION UNITS. When We accept a Deposit or Transfer for the Plan into Separate Account E, We credit the Plan with a number of Accumulation Units equal to (i) divided by (ii) where (i) is the Deposit or Transfer amount, and (ii) is the Separate Account E Accumulation Unit Value as of the Valuation Date on which We allocate the Deposit or Transfer amount to Separate Account E. When We make a Transfer, Distribution or Termination Disbursement for.the Plan from Separate Account E, We debit the Plan by the number of Separate Account E Accumulation Units equal to (i) divided by (ii) where (i) is the Transfer, Distribution or Termination Disbursement amount, and (ii) is the Separate Account E Accumulation Unit Value as of the Valuation Date on which We make the Transfer, Distribution or Termination Disbursement from Separate Account E. (B) SEPARATE ACCOUNT E ACCUMULATION UNIT VALUE. The Separate Account E Accumulation Unit Value is the Separate Account E Unit Value adjusted to reflect any applicable Asset Charge described GA -2020 -SAE -0805 25D-66 in the Expense Schedule. (C) VALUATION DATE. A Valuation Date will occur on each day that We are open for business and an orderly financial market exists for investment transactions. We base all transactions processed on a Valuation Date on the value of Separate Account E investments as of the close of the financial market's business day. 1.3 LIMITATIONS. We may apply the following limitations. (A) We may delay any Transfer, Distribution, or Termination Disbursement from Separate Account E for a period of up to thirty (30) days if there is negative cash flow into Separate Account E and if We determine that liquidating investments would adversely affect remaining investors in Separate Account E. In determining whether there is negative cash flow, We will consider all investors' assets in Separate Account E as of the Valuation Date that applies to the Transfer, Distribution or Termination Disbursement. (B) We may defer Transfers, Distributions or Termination Disbursements from Separate Account E under Section 3.3 of the Base Agreement if We determine that the value of a Transfer, Distribution or Termination Disbursement is not possible due to any of the following circumstances: (a) The New York Stock Exchange is closed, other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted; (b) An emergency exists as a result of which (i) disposal by PRIAC of assets that are underlying investments for Separate Account E is not reasonably practicable or (ii) it is not reasonably practicable for PRIAC fairly to determine the value of net assets in Separate Account E; or (c) Such other periods as the Securities and Exchange Commission may by order permit for the protection of security holders of a registered investment company that is an underlying investment for Separate Account E. (C) We may restrict a Distribution or Termination Disbursement of any Transfers originally made to Separate Account E in accordance with Section 1.8 of the Guaranteed Income Fund Investment Addendum under this Agreement. GA -2020 -SAE -0805 25D-67 1.4 TERMINATION OF SEPARATE ACCOUNT E. We may terminate Separate Account E if (a) We determine that the continued operation of Separate Account E is no longer commercially desirable, and (b) We notify all investors utilizing Separate Account E in writing that We are terminating Separate Account E. The following provisions apply as of the date We terminate Separate Account E. (A) We will not accept additional Deposits or Transfers into Separate Account E and We will not make additional Transfers, Distributions or Termination Disbursements from Separate Account E, except as provided in (B) and (C) below. (B) We will determine the amount of any outstanding Separate Account E Expenses, described in the preceding Section 1.1(B), and withdraw the amount from Separate Account E. We will also determine the amount of any outstanding Asset Charge attributable to Separate Account E and described in the Expense Schedule. We will withdraw the amount from Separate Account E unless You agree to pay the Asset Charge, as provided under Section 4.6 of the Base Agreement. (C) You may transfer the Plan assets invested in Separate Account E to any other investment option represented by an Addendum under this Agreement. We will disburse the remaining value of the Plan assets invested in Separate Account E as You direct in writing. GA -2020 -SAE -0805 25D-68 UNIVERSAL SEPARATE ACCOUNT E APPENDIX This Appendix references each Separate Account that We offer under the Universal Separate Account E Investment Addendum as follows: Separate Separate Investments Account Account Name SA -11 Core Bond/PIM Fund Fund of funds invested in high-quality domestic fixed income securities SA -12 Core Bond Enhanced Index/PIM Fund Invested in a portfolio of fixed income securities that mirrors the composition of the Barclays Capital U.S. Aggregate Bond Index SA -14 Investment Grade Corporate Invested in investment grade, publicly Bond/PIM Fund traded U.S. dollar-denominated corporate bonds SA -15 Corporate Bond/PIM Fund Invested in publicly traded U.S. dollar-denominated corporate bonds SA -16 High Grade Bond/GSAM Fund Invested in investment grade, publicly -traded U.S. and non -U.S. dollar-denominated government and corporate fixed income securities SA -18 Core Plus Bond/Reams Fund Invested primarily in high-quality U.S. and non -U.S. government and corporate fixed income securities SA -55A Fidelity Advisor Growth Wholly invested in the Fidelity Opportunities Account (Class T Advisor Growth Opportunities Fund, a Shares) mutual fund SA -55B Fidelity Advisor Balanced Account Wholly invested in the Fidelity (Class T Shares) Advisor Balanced Fund, a mutual fund SA -55C Fidelity Advisor Value Strategies Wholly invested in the Fidelity Account (Class T Shares) Advisor Value Strategies Fund, a mutual fund SA -55E Credit Suisse Large Cap Blend II Wholly invested in the Credit Suisse (A Shares) Large Cap Blend II, a mutual fund SA -55F Aberdeen International Equity Fund Wholly invested in the Aberdeen (Class R) International Equity Fund, a mutual fund SA -SSG Credit Suisse Large Cap Blend III (A Wholly invested in the Credit Suisse Shares) Large Cap Blend III, a mutual fund GA -2020 -SAE -0805 25D-69 Separate Separate Investments Account Account Name SA -55I Fidelity Advisor Equity Growth Fund Wholly invested in the Fidelity Advisor Equity Growth Fund, a mutual fund SA -55J Invesco Diversified Dividend Fund Wholly invested in the Invesco (Investor Shares) Diversified Dividend Fund, a mutual fund SA -55K Balanced Fund I/Wellington Invested in a combination of equity Management Fund and fixed income securities SA -55M Fidelity Disciplined Equity Account Wholly invested in the Fidelity Disciplined Equity Fund, a mutual fund SA -55N Fidelity Contrafund® Account Wholly invested in the Fidelity Contrafund®, a mutual fund SA -55P Fidelity Equity -Income II Account Wholly invested in the Fidelity Equity -Income II Fund, a mutual fund SA -55Q Fidelity Puritan® Account Wholly invested in the Fidelity Puritan® Fund, a mutual fund SA -55R Fidelity Growth & Income Account Wholly invested in the Fidelity Growth & Income Portfolio, a mutual fund SA -55S Credit Suisse Large Cap Blend I (A Wholly invested in the Credit Suisse Shares) Large Cap Blend I, a mutual fund SA -55W American Century Heritage Account Wholly invested in the American (Investor Shares) Century Heritage Fund, a mutual fund SA -55X American Century Ultra Account Wholly invested in the American (Investor Shares) Century Ultra Fund (Investor Shares), a mutual fund SA -55Y Fidelity Magellan® Account Wholly invested in the Fidelity Magellan® Fund, a mutual fund SA -55Z Fidelity Asset Manager(SM) 50% Wholly invested in the Fidelity Asset Fund Manager 50% Fund, a mutual fund SA-5AC American Century Equity Income Wholly invested in the American Fund (Investor Shares) Century Equity Income Fund, a mutual fund GA -2020 -SAE -0805 25D-70 Separate Separate Investments Account Account Name SA-5AE American Century Real Estate Fund Wholly invested in the American (Class A) Century Real Estate Fund, a mutual fund SA-5AL SA/Alger Mid Cap Growth Strategy Invested primarily in equity securities of U.S. and non-U.S. mid-sized companies SA-5AM SA/Alger Mid Cap Growth Strategy II Invested in units of PRIAC separate account SA-5AL SA-5AR American Century Real Estate Fund Wholly invested in the American (Investor Shares) Century Real Estate Fund, a mutual fund SA-5AS SA/Invesco Small Cap Growth Invested primarily in equity securities Strategy of U.S. small -sized corporations SA-5BY Invesco Charter Account (A Share) Wholly invested in the Invesco Charter Fund, a mutual fund SA-5CS Cohen & Steers Realty Income Fund Wholly invested in the Cohen & (Class I Shares) Steers Realty Income Fund, a mutual fund SA-5CV Calvert Equity Portfolio Wholly invested in the Calvert Equity Portfolio, a mutual fund SA-5CX Invesco Constellation Fund (A Share) Wholly invested in the Invesco Constellation Fund, a mutual fund SA-5DH Diamond Hill Small Cap Fund (Class Wholly invested in the Diamond Hill A Shares) Small Cap Fund, a mutual fund SA-5DW SA/Janus Fund's Strategy Invested primarily in equity securities of U.S. and non-U.S. corporations SA-5DX Janus Fund (S Shares) Wholly invested in the Janus Fund - S Shares, a mutual fund SA-5DZ SA/Janus Balanced Strategy Invested in equity and debt securities of U.S. and non-U.S. corporations SA -5E1 Lazard U.S. Strategic Equity Portfolio Wholly invested in the Lazard U.S. (Open Shares) Strategic Equity Portfolio of the Lazard Funds, Inc., a mutual fund GA -2020 -SAE -0805 25D-71 Separate Separate Investments Account Account Name SA -5E2 Lazard International Equity Account Wholly invested in the Lazard (Open Shares) International Equity Portfolio of the Lazard Funds, Inc., a mutual fund SA -5E3 Lazard U.S. Small -Mid Cap Equity Wholly invested in the Lazard U.S. (Open Shares) Small -Mid Cap Equity Portfolio of the Lazard Funds, Inc., a mutual fund SA -5E4 Lazard U.S. Mid Cap Equity (Open Wholly invested in the Lazard Mid Shares) Cap Portfolio of the Lazard Funds, Inc., a mutual fund SA-5EL Large -Cap Value / Eaton Vance Fund Invested in a portfolio of individual securities SA-5EV Janus Worldwide Fund (T Shares) Wholly invested in the Janus Worldwide Fund, T Shares, a mutual fund SA-5EW Janus Worldwide Fund (Class S Wholly invested in the Janus Shares) Worldwide Fund - S Shares, a mutual fund SA -5171 Janus Forty Fund (A Shares) Wholly invested in the Janus Adviser Forty Fund, a mutual fund SA -5172 Janus Forty Fund (R Shares) Wholly invested in the Janus Adviser Forty Fund, a mutual fund SA-5FU Old Mutual Focused Fund (Class Z Wholly invested in the Old Mutual Shares) Focused Fund, a mutual fund SA -517V American Century Ultra (A Shares) Wholly invested in the American Century Ultra Fund, a mutual fund SA-5GF Franklin Balance Sheet Investment Wholly invested in the Franklin Fund (Class A Shares) Balance Sheet Investment Fund, a mutual fund SA-5GI Goldman Sachs High Yield Fund Wholly invested in the Goldman (Class I Shares) Sachs High Yield Fund, a mutual fund SA-5GM B1ackRock Global SmallCap Fund, Wholly invested in the B1ackRock Inc. (Investor A Shares) Global SmallCap Fund, Inc., a mutual fund SA-5GN B1ackRock Global SmallCap Fund, Wholly invested in the B1ackRock Inc. (Class R Shares) Global SmallCap Fund, Inc., a mutual fund SA-5GS Goldman Sachs Small Cap Value Wholly invested in the Goldman Fund (Class A Shares) Sachs Small Cap Value Fund, a mutual fund GA -2020 -SAE -0805 25D-72 Separate Separate Investments Account Account Name SA-5GT SA/Templeton Growth Strategy Invested primarily in equity securities of U.S. and non -U.S. corporations SA-5GV Goldman Sachs Small Cap Value Wholly invested in the Goldman Fund (Institutional Class) Sachs Small Cap Value Fund, a mutual fund SA-5GY Goldman Sachs High Yield Fund Wholly invested in the Goldman (Class A Shares) Sachs High Yield Fund, a mutual fund SA-51IS SA/Templeton Foreign Strategy Invested primarily in equity securities of non -U.S. corporations SA-5HW Hotchkis and Wiley Large Cap Value Wholly invested in the Hotchkis and Fund (Class A Shares) Wiley Large Cap Value Fund, a mutual fund SA -512 QMA Small Cap Blend Enhanced Invested primarily in QMA U.S. Index Fund Small Cap Equity Fund of the Prudential Trust Company Collective Trust, a collective trust fund SA-5IB QMA International Developed Invested primarily in The Prudential Markets Index Fund Insurance Company of America Variable Investment Account -16 SA-5JR Dreyfus Equity Growth Fund (A Wholly invested in the Dreyfus Equity Shares) Growth Fund, a mutual fund SA-5KI Invesco Basic Balanced Fund Underlying mutual fund sponsored (Investor Shares) and advised by Invesco SA-5KQ Dreyfus Lifetime Growth & Income Wholly invested in the Dreyfus Fund (Investor Class) Lifetime Growth & Income Fund, a mutual fund SA -5L1 Invesco Technology Fund (Investor Wholly invested in the Invesco Share) Technology Fund - Investor Share, a mutual fund SA-5LA Lord Abbett Affiliate Fund (Class P Wholly invested in the Lord Abbett Shares) Affiliated Fund, a mutual fund GA -2020 -SAE -0805 25D-73 Separate Separate Investments Account Account Name SA-5LS Lord Abbett Small Cap Blend Fund Folly invested in the Lord Abbett (Class P Shares) Small Cap Blend Fund, a mutual fund SA -5M1 INVESCO U.S. Mid Cap Value Wholly invested in the MSIF Trust Portfolio (A Share) Mid Cap Value Portfolio, a mutual fund SA-5MI MFS International Growth Fund Wholly invested in the MFS (Class A Shares) International Growth Fund, a mutual fund SA-5MN Neuberger & Berman Guardian Wholly invested in the Neuberger & Account Trust Class Berman Guardian Trust Class, a mutual fund SA-5MV Marshall Mid -Cap Value Fund Wholly invested in the Marshall Mid - (Investor Shares) Cap Value Fund, a mutual fund SA -5N1 AllianceBemstein Balanced Shares Wholly invested in the Fund (Class A Shares) AllianceBernstein Balanced Shares Fund, a mutual fund SA -5N2 AllianceBernstein Growth & Income Wholly invested in the Fund (Class A Shares) AllianceBemstein Growth & Income Fund, a mutual fund SA -5N8 AllianceBemstein Global Value Fund Wholly invested in the (Class A Shares) AllianceBernstein Global Value Fund, a mutual fund SA-5NA AllianceBemstein International Value Wholly invested in the Fund (Class R Shares) AllianceBemstein International Value Fund, a mutual fund SA-5NM Neuberger Berman Partners Fund Wholly invested in the Neuberger & Trust Class Berman Partners Fund Trust Class, a mutual fund SA-5NN AllianceBemstein International Value Wholly invested in the Fund (Class K Shares) AllianceBemstein International Value Fund, a mutual fund SA-5NV Columbia International Value Fund Wholly invested in the Columbia (Class A) International Value Fund, a mutual fund SA-5NY SA/Davis New York Venture Strategy Invested primarily in equity securities of U.S. and non -U.S. large-sized corporations GA -2020 -SAE -0805 25D-74 Separate Separate Investments Account Account Name SA -501 Oakmark Select Fund (Class I Shares) Wholly invested in the Oakmark Select Fund, a mutual fund SA -502 Oakmark Select Fund (Class II Wholly invested in the Oakmark Shares) Select Fund, a mutual fund SA -503 SA/Oakmark Equity & Income Invested primarily in equity and fixed Strategy income securities SA -504 SA/Oakmark Equity & Income Invested in units of PRIAC separate Strategy II account SA -503 SA-5OD Oppenheimer Developing Markets Wholly invested in the Oppenheimer Fund (Class A Shares) Developing Markets Fund, a mutual fund SA-5OG SA/OFII Global Strategy Invested primarily in equity securities of U.S. and non -U.S. corporations SA-5OP SA/OFII Capital Appreciation Invested primarily in equity securities Strategy of U.S. and non -U.S. corporations SA-5OS Oppenheimer Small & Mid -Cap Wholly invested in the Oppenheimer Value Fund (Class A Shares) Small & Mid Cap Value Fund, a mutual fund SA-5PM Pioneer Mid Cap Value Fund (Class A Wholly invested in the Pioneer Mid Shares) Cap Value Fund, a mutual fund SA-5PV Pioneer Mid Cap Value Fund (Class R Wholly invested in the Pioneer Mid Shares) Cap Value Fund, a mutual fund SA-5QJ Invesco Dynamics Fund (Investor Wholly invested in the Invesco Share) Dynamics Fund, a mutual fund SA-5RH Fidelity Advisor Equity Income Wholly invested in the Fidelity Account (Class T Shares) Advisor Equity Income Fund, a mutual fund SA -5S1 SA/Wells Fargo Small Cap Value Invested in units of PRIAC separate Strategy II account SA -5S2 SA -5S2 SA/Wells Fargo Small Cap Value Invested primarily in common stocks Strategy ' and other equity -related securities GA -2020 -SAE -0805 25D-75 Separate Separate Investments Account Account Name SA -5S3 Wells Fargo Advantage Opportunity Wholly invested in the Wells Fargo Fund (Investor Shares) Advantage Opportunity Fund, a mutual fund SA -5S4 Wells Fargo Advantage Opportunity Wholly invested in the Wells Fargo Fund (Class A Shares) Advantage Opportunity Fund, a mutual fund SA -5T1 T. Rowe Price Blue Chip Growth Wholly invested in the T.Rowe Price Fund (Advisor Shares) Blue Chip Growth Fund, a mutual fund SA -5T2 SANT. Rowe Price Equity Income Invested primarily in equity securities Strategy of established U.S. companies SA -5T3 T. Rowe Price Small Cap Stock Fund- Wholly invested in the T.Rowe Price (Advisor Shares) Small Cap Stock Fund, a mutual fund SA -5T4 T. Rowe Price Blue Chip Growth Wholly invested in the T. Rowe Price Fund (R Shares) Blue Chip Growth Fund, a mutual fund SA -5T5 SANT. Rowe Price Equity Income Invested in units of PRIAC separate Strategy II account SA -5T2 SA -5T6 SA/T. Rowe Price Growth Stock Invested in common stocks and other Strategy equity -related securities SA -5T7 SANT. Rowe Price Growth Stock Invested in units of PRIAC separate Strategy II account SA -5T6 SA-5TE Prudential TIPS Enhanced Index Fund Invested primarily in Prudential Inflation Protected Securities Fund of the Prudential Trust Company Collective Trust, a collective trust fund SA-5TG Thornburg Core Growth Fund (R3 Wholly invested in the Thornburg Shares) Core Growth Fund, a mutual fund GA -2020 -SAE -0805 25D-76 Separate Separate Investments Account Account Name SA -5TH Thornburg International Value Fund Wholly invested in the Thornburg (Class R3 Shares) International Value Fund, a mutual fund SA-5TM Turner Mid Cap Growth Fund (Class I Wholly invested in the Turner Mid Shares) Cap Growth Fund, a mutual fund SA -5V2 Vanguard® Wellington Account Wholly invested in the Vanguard® (AdmiralTM Shares) Wellington Fund, a mutual fund SA -5V3 Vanguard®Growth and Income Wholly invested in the Vanguard® Account (AdmiralTM Shares) Growth and Income Fund, a mutual fund SA -5V4 Vanguard® Balanced Index Account Wholly invested in Vanguard® (AdmiralTM Shares) Balanced Index Fund, a mutual fund SA-5VD Victory Diversified Stock Fund Wholly invested in Victory (Class A Shares) Diversified Stock Fund, a mutual fund SA-5Wl SA/Waddell & Reed Accumulative Invested primarily in equity securities Strategy of U.S. corporations SA -5W2 Ivy Small Cap Growth Fund (Class Y Wholly invested in the Ivy Small Cap Shares) Growth Fund, a mutual fund SA -5W3 Waddell & Reed Advisors Science & Folly invested in the Waddell & Technology Fund (Class A Shares) Reed Advisors Science and Technology Fund,a mutual fund SA -5X1 American Century International Wholly invested in the American Growth Account (Investor Shares) Century International Growth Fund, a mutual fund SA -5X2 Manning & Napier Pro -Blend Wholly invested in the Manning & Moderate Term Series Class S Napier Pro -Blend Moderate Term Fund, a mutual fund SA -5X3 Manning & Napier Pro -Blend Wholly invested in the Manning & Extended Term Series Class S Napier Pro -Blend Extended Term Fund, a mutual fund SA -5X4 Manning & Napier Pro -Blend Wholly invested in the Manning & Conservative Term Series Class S Napier Pro -Blend Conservative Term Fund, a mutual fund GA -2020 -SAE -0805 25D-77 Separate Separate Investments Account Account Name SA -5X5 Manning & Napier Pro -Blend Wholly invested in the Manning & Maximum Term Series Class S Napier Pro -Blend Maximum Term Fund, a mutual fund SA -9V Large Cap Blend/Victory Fund Invested in common stocks and other equity -related securities SA -9W Large Cap Blend/AJO Fund Invested in common stocks and other equity -related securities SA-AI2 International Blend / Artio II Invested primarily in equity -related securities of non -U.S. companies SA -B Dryden S&P 5000 Index Fund Invested in a portfolio of common stocks that mirrors the composition of the S&P 5009) Index SA-B2F Balanced/Turner Investment Partners, Invested in units of other PRIAC PIM Fund separate accounts that invest in domestic equity, fixed income and cash equivalent instruments SA -13417 Balanced/Wellington Mgmt., PIM Invested in units of other PRIAC Fund separate accounts that invest in domestic equity, fixed income and cash equivalent instruments SA-B5F Balanced Growth / American Century, Invested in equity and fixed income GSAM Fund securities SA -13172 Balanced/Turner Investment Partners, Invested in units of other PRIAC PIM Fund separate accounts that invest in domestic equity, fixed income and cash equivalent instruments SA-BF3 Balanced/Dresdner RCM Fund Invested in equity and fixed income securities SA-BF4 Balanced/Wellington Mgmt., PIM Invested in units of other PRIAC Fund separate accounts that invest in domestic equity, fixed income and cash equivalent instruments GA -2020 -SAE -0805 25D-78 Separate Separate Investments Account Account Name SA-BF5 Balanced Growth / American Century, Invested in units of other PRIAC GSAM Fund separate accounts that invest in equity and fixed income securities International Blend / AQR Invested in common stocks and other SA-BIA equity -related securities of non -U.S. companies SA -BSC Small Cap Value / American Century Invested in common stocks and other Fund equity -related securities SA -BSS Prudential IncomeFlex Select Units of other PRIAC separate EasyPath Balanced Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -CG Large Cap Growth/Goldman Sachs Invested in common stocks and other Fund equity -related securities SA -CII Bache Commodities Total Return Invested primarily in commodities and Fund US Treasury securities SA -CPP Core Plus Bond/PIMCO Fund Invested in a diversified portfolio of fixed income securities SA -CSF High Yield Bond/Caywood-Scholl Invested in a diversified portfolio of Fund high -yield fixed income securities SA -CV Large Cap Value/AJO Fund Invested in common stocks and other equity -related securities SA -EMG QMH' Emerging Markets Fund Invested in equity securities of emerging market countries GA -2020 -SAE -0805 25D-79 Separate Separate Investments Account Account Name SA-FTF Small Cap Growth/TimesSquare Fund Invested in common stocks and other equity -related securities SA-GB1 Government Securities/PIM Fund Invested in debt Securities guaranteed or otherwise backed by the U.S. Government SA -I Dryden International Equity Fund Invested in common stock and other equity -related securities of non -U.S. companies SA -I132 International Blend/Pictet Asset Invested in common stock and other Management Fund equity -related securities of non -U.S. companies SA-IBT International Blend/Thomburg Fund Invested in common stock and other equity -related securities of non -U.S. companies SA-IE2 International Blend/Artio Fund Invested primarily in securities of non -U.S. companies SA-IG2 International Growth/ Artisan Partners Invested primarily in common stocks Fund and other equity -related securities SA-IVI International Value/LSV Asset Invested in common stocks and other Management Fund equity -related securities SA405 Target Milestones 2005 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate GA -2020 -SAE -0805 25D-80 Separate Separate Investments Account Account Name SA -J10 Target Milestones 2010 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA415 Target Milestones 2015 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA420 Target Milestones 2020 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA425 Target Milestones 2025 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate GA -2020 -SAE -0805 25D-81 Separate Separate Investments Account Account Name SA430 Target Milestones 2030 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA435 Target Milestones 2035 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA440 Target Milestones 2040 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA445 Target Milestones 2045 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate GA -2020 -SAE -0805 25D-82 Separate Separate Investments Account Account Name SA450 Target Milestones 2050 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA455 Target Milestones 2055 Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -JIT Target Milestones Income Fund Units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -LI Lifetime Aggressive Growth Fund" Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments 80% in common stock and other equity investments 20% in debt es of investments GA -2020 -SAE -0805 25D-83 Separate Separate Investments Account Account Name SA -L2 Lifetime Growth Fund** Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments 70% in common stock and equity investments 30% in debt types of investments SA -L3 Lifetime Balanced Fund** Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments 65% in common stock and other equity investments 35% in debt types of investments SA -L4 Lifetime Conservative Growth Invested in units of other PRIAC Fund** separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments 55% in common stock and other equity investments 45% in debt types of investments SA -L5 Lifetime Income & Equity Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments GA -2020 -SAE -0805 25D-84 Separate Separate Investments Account Account Name SA -L9 Prudential/Lazard Lifestyle20 Fund" Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments 35% in common stock and other equity investments 65% in debt types of investments SA-LB3 Large Cap Blend Enhanced Index/QM Invested primarily in common stock Fund and other equity -related securities SA-LB4 QMA US Broad Market Index Fund Invested primarily in common stock and other -equity -related securities SA-LC2 Large Cap Growth/ Turner Investment Invested in common stocks and other Partners Fund equity -related securities SA -LDC Prudential Long Duration Corporate Invests in a diversified portfolio of Bond Fund fixed income securities SA-LG3 Large Cap Growth / American Invested in common stocks and other Century equity -related securities SA-LG5 Large Cap Growth/Neuberger Berman Invested in common stocks and other eq ui -related securities SA-LG6 Large Cap Growth/Jennison Fund Invested primarily in equity and equity -related securities of large-sized companies SA -LPO Retirement Goal Income Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments GA -2020 -SAE -0805 25D-85 Separate Separate Investments Account Account Name SA -LPI Retirement Goal 2010 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments SA-LP2 Retirement Goal 2020 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments SA-LP3 Retirement Goal 2030 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments SA-LP4 Retirement Goal 2040 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments SA-LP5 Retirement Goal 2050 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments SA -LSO Retirement Goal Income Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or fixed income investments GA -2020 -SAE -0805 25D-86 Separate Separate Investments Account Account Name SA -LS 1 Retirement Goal 2010 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments SA-LS2 Retirement Goal 2020 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments SA-LS3 Retirement Goal 2030 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments SA-LS4 Retirement Goal 2040 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments SA-LS5 Retirement Goal 2050 Fund Invested in units of other PRIAC separate accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments SA-LV3 Large Cap Value Fund (sub -advised Invested in common stocks and other by Wellington Management) equity -related securities SA-LV4 Large Cap Value/Barrow Hanley Invested in common stocks and other Fund equity -related securities SA-LV5 Large Cap Value/LSV Asset Invested in equity securities of large Management Fund capitalization corporations GA -2020 -SAE -0805 25D-87 Separate Separate Investments Account Account Name SA-LV7 Large Cap Value / The Boston Invested primarily in common stocks Company Fund and other equity -related securities SA-MB4 Mid Cap Blend Enhanced Index/QM Invested primarily in common stocks Fund and other equity -related securities SA -MCG Mid Cap Blend/Batterymarch Fund Invested in common stocks and other equity -related securities SA -MGI Mid Cap Growth/Artisan Partners Invested in common stocks and other Fund equity -related securities SA-MG3 Mid Cap Growth/fimesSquare Fund Invested in securities of mid -cap corporations rated at the time of purchase SA-MG4 Mid Cap Growth/Goldman Sachs Invested primarily in equity and Fund equity -related securities of mid-sized companies SA-MG5 Mid Cap Growth/Frontier Capital Invested primarily in equity and Fund equity -related securities of mid-sized companies SA-MG6 Mid Cap Growth/Westfield Capital Invested primarily in equity and Fund equity -related securities of mid-sized companies SA -MVI Mid Cap Value Fund (sub -advised by Invested in common stocks and other Wellington Management) equity -related securities SA-MV2 Mid Cap Value/Cooke & Bieler Fund Invested primarily in equity and equity -related securities of mid-sized companies SA-MV3 Mid Cap Value/CRM Fund Invested primarily in equity and equity -related securities of mid-sized companies SA-MV4 Mid Cap Value/Integrity Fund Invested primarily in equity and equity -related securities of mid-sized companies GA -2020 -SAE -0805 r :: Separate Separate . Investments Account Account Name SA-MV5 Mid Cap Value / Columbia Fund Invested primarily in common stocks of mid-sized companies SA-MV6 Mid Cap Value/Systematic Fund Invested primarily in common stocks of mid-sized companies SA -RFI Morally Responsible Core Plus Invested in a broad array of fixed Bond/PIMCO Fund income securities SA-RLG Morally Responsible Large Cap Invested primarily in equity and Growth/Turner Fund equity -related securities of large-sized companies SA-RLV Morally Responsible Large Cap Invested primarily in equity and Value/AJO Fund equity -related securities of large-sized companies SA -SBI Small Cap Blend/WHV Fund Invested in common stocks and other equity -related securities SA-SB3 Jennison Small Cap Core Equity Invested primarily in common stocks of small sized companies SA -SCS Prudential IncomeFlex Select Units of other PRIAC separate EasyPath Conservative Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA-SG3 Small Cap Growth / The Boston Co. Invested in common stocks and other Fund equity -related securities SA-SG5 Small Cap Growth/Essex Fund Invested in common stocks and other equity -related securities GA -2020 -SAE -0805 25D-89 Separate Separate Investments Account Account Name SA-SG6 Small Cap Growth/EIM Fund Invested primarily in equity related securities of small -sized companies SA-SG7 Small Cap Growth/Columbus Circle Invested in common stocks and other Fund equity related securities SA-SG8 Small Cap Growth/Turner Fund Invested in common stocks and other equity related securities SA-SGI TimesSquare Small Cap Growth Underlying mutual fund sponsored by (Institutional Shares) CIGNA and advised by TimesSquare Capital Management, LLC SA -SGP TimesSquare Small Cap Growth Underlying mutual fund sponsored by (Premier Shares) CIGNA and advised by TimesSquare Capital Management, LLC SA -SMS Prudential IncomeFlex Select Units of other PRIAC separate EasyPath Moderate Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA-SV2 Small Cap Value/TS&W Fund Invested in common stocks and other equity -related securities SA-SV3 Small Cap Value/Kennedy Capital Invested in common stocks and other Fund equity -related securities SA-SV4 Small Cap Value / TBCAM Invested in common stocks and other equity -related securities SA-SV5 Small Cap Value/Integrity Fund Invested in common stocks and other equity -related securities SA-SV6 Small Cap Value/Opus Capital Fund Invested in common stocks and other equity -related securities SA-SV7 Small Cap Value / AmCent II Invested in common stocks and other equity -related securities GA -2020 -SAE -0805 25D-90 Separate Separate Investments Account Account Name SA-SV8 Small Cap ValueNictory Fund Invested in common stocks and other equity -related securities SA -T10 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2010 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T15 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2015 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T20 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2020 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T25 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2025 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate GA -2020 -SAE -0805 25D-91 Separate Separate Investments Account Account Name SA -T30 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2030 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T35 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2035 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T40 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2040 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T45 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2045 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T50 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2050 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate GA -2020 -SAE -0805 25D-92 Separate Separate Investment's Account Account Name SA -T55 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2055 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -T60 Prudential IncomeFlex Target Units of other PRIAC separate EasyPath 2060 Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate SA -TBS Prudential IncomeFlex Target Units of other PRIAC separate EasyPath Balanced Fund accounts or interests in other commingled investment funds that invest primarily in either common stocks or other types of equity or debt investments with some investments in non-traditional asset classes such as commodities and real estate Additional information regarding these Account(s) is available upon request. "Please note that percentages listed under Investments are based on estimates We use for illustrative purposes and do not necessarily reflect the actual allocation as of the Effective Date of the Agreement or any prospective date. We can provide You additional information regarding current percentages that apply to these funds. GA -2020 -SAE -0805 25D-93 25D-94 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 6, 2018 AND REQUESTING BOARD OF SUPERVISORS OF THE COUNTY OF ORANGE TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION (STRATEGIC PLAN NO. 51 1) C Y MANAGE CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on V Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution ordering, calling, and giving notice of a General Municipal Election to be held in City of Santa Ana on November 6, 2018 and requesting the Board of Supervisors of the County of Orange to consolidate with the Statewide General Election. 2. Adopt a resolution establishing a charge for candidates' statements to be submitted to the electorate in the November 2018 General Municipal Election. In order to conduct an election, State law and the City Charter require the City Council to adopt a resolution calling for a general municipal election. The subject resolution establishes November 6, 2018 as the date for the election of the Mayor and Members of Wards 2, 4 and 6 of the City Council. Additionally, pursuant to Section 10403 of the California Elections Code, the City Council is required to formally request consolidation of the City's General Municipal Election with the Statewide and County Election. The subject resolution fulfills this requirement by requesting that the Board of Supervisors of Orange County consolidate the general elections and authorizes the Board of Supervisors to canvass the election returns. Finally, candidates for Mayor and the City Council may choose to have a candidate's statement mailed to each voter as part of the Voter Information Pamphlet. As an added option, the County of Orange Registrar of Voters Office offers a 200 and 400 word option and further have the option to print or simply post an electronic copy of the statement on their website. Candidate 55A-1 2018 General Election July 17, 2018 Page 2 statements are produced at the candidates' option, not mandated, and the election code allows the Council to establish a charge to be levied against candidates in order to recover the cost of printing, handling and mailing these statements. The Orange County Registrar of Voters estimated cost for the Candidate Statement as follow: Print in voter's pamphlet and electronic copy of Candidate Statement in Registrar of Voter's Office website in English, Spanish, Vietnamese, Korean and Chinese: • 200 Words $1,546.00 • 400 Words $2,775.00 Electronic copy of Candidate Statement in Registrar of Voter's Office website in English, Spanish, Vietnamese, Korean and Chinese: • 200 Words $494.55 • 400 Words $672.55 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT The cost to consolidate the General Municipal Election with the Orange County Registrar of Voters estimated to be between $181,030 - $214,039. Funds for these administrative costs are available in the Clerk of the Council, Contractual Services account no. 01107031 62300, FY 2018-2019. APPROVED AS TO FUNDS AND ACCOUNTS: Maria D. Huizar 14Francisco Gutierrez Clerk of the Council Executive Director :PM Finance and Management Services Agency Exhibits: 1. Resolution Calling Election & Consolidating 2. Resolution Establishing Estimated Candidate Statement Cost 55A-2 RESOLUTION NO. 2018-XXXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 6, 2018 TO ELECT CERTAIN MUNICIPAL OFFICERS AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY CONSOLIDATE THE CITY'S GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. A general municipal election of the City of Santa Ana will be held on November 6, 2018, for the purposes of electing the Mayor and Councilmembers from Wards 2, 4, and 6. B. There will be a statewide general election held on November 6, 2018. C. It is desirable that the general municipal election of the City of Santa Ana on November 6, 2018 be consolidated with the statewide general election to be held on the same date and; that within the City of Santa Ana, the precincts, polling places and that the Board of Supervisors of the County of Orange canvass the returns of both elections, in all respects as if there were only one election. D. The Clerk of Council is authorized, instructed, and directed to give further notice of the election, in time, form and manner as required by law. Section 2: That pursuant to the requirement of Section 10403 of the Elections Code of the State of California, the Board of Supervisors of the County of Orange is hereby requested to consent to and order consolidation of the November 6, 2018 general municipal election of the City of Santa Ana for the purpose of electing the Mayor and Councilmembers from City Wards 2, 4, and 6 with the statewide general election to be held on the same date. The election will be held and conducted in accordance with the provisions of law regulation the statewide election. Section 3: The Board of Supervisors of the County of Orange is hereby authorized to canvass the returns of said special municipal election pursuant to Section 10411 of the Elections Code of the State of California. Resolution 2018 -XXX Exhibit 1 Page 1 of 3 55A-3 Section 4: The City of Santa Ana recognizes the additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the County of Orange for any such costs. Section 5: The Clerk of Council is hereby directed to file a certified copy of this Resolution with the Board of Supervisors of the County of Orange and a certified copy of this Resolution with the Registrar of Voters of the County of Orange. Section 6: This Resolution shall take effect immediately upon its adopting by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of June, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution 2018 -XXX Page 2 of 3 55A-4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2018-_ to be the original resolution adopted by the City Council of the City of Santa Ana on June _, 2018. Date: Resolution 2018 -XXX Page 3 of 3 55A-5 Clerk of the Council City of Santa Ana y RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A SYSTEM FOR CANDIDATES WHOSE STATEMENTS ARE SUBMITTED TO THE ELECTORATE IN THE 2018 GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 6, 2018 TO PAY THE PRO RATA SHARE OF THE COST OF INCLUSION OF THEIR STATEMENT IN VOTER PAMPHLETS AND/OR ELECTRONIC COPY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Section 13307(d) of the Elections Code of the State of California authorizes the governing body of any local agency to require each candidate filing a statement to pay in advance to the local agency his or her estimated -pro rata share as a condition of having his or her statement included in the voter's pamphlet or electronically distributed. B. Prior to the period in which candidate statements may be filed, the Orange County Registrar of Voters Office estimates the total cost of translating, posting electronic copy on the Registrar of Voters website, printing, handling, and/or mailing the candidates' statements and determines the approximate cost of the pro rata share of each candidate filing a statement based upon such estimate, as follow: Print in voter's pamphlet and electronic copy of Candidate Statement in Registrar of Voter's Office website in English, Spanish, Vietnamese, Korean and Chinese: • 200 Words $1,546.00 • 400 Words $2,775.00 Electronic copy of Candidate Statement in Registrar of Voter's Office website in English, Spanish, Vietnamese, Korean and Chinese: • 200 Words $494.55 • 400 Words $672.55 The payment in advance by each such candidate of his or her prorated share shall be a condition of having his or her statement included in the voter's pamphlet, and/or electronic posting. Exhibit 2 Resolution No. 2018 -XXX Page 1 of 3 55A-7 Section 2. The City Council hereby approves the process whereby: A. Prior to the period in which candidates' statements may be filed, the Clerk of the Council shall prepare a written notice distributed to all candidates at the time of issuance of the nomination papers, informing them that payment of the pro rata share amount must be made at the same time as the candidate's nomination papers as prescribed by the California Elections Code. B. The Clerk of the Council's receipt for the payment shall include a written notice that the estimate is just an approximation of the actual cost that varies from one election to another election and may be significantly more or less than the estimate, depending on the actual number of candidates filing statements. Accordingly, the Clerk of the Council shall not be bound by the estimate and may, on a pro rata basis, bill the candidate for additional actual expense or refund any excess paid depending on the final actual cost. In the event of underpayment, the Clerk of the Council may require the candidate to pay the balance of the cost incurred. In the event of overpayment, the Clerk of the Council shall prorate the excess amount among the candidates and refund the excess amount paid within 30 days of the election. Section 3. The Clerk of the Council shall provide each candidate or the candidate's representative a copy of this Resolution at the time when nominating petitions are Issued by the Clerk. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of June, 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:` 01� fit- Laura Rossini, Senior Assistant City Attorney Resolution No. 2018 -XXX Page 2 of 3 y • Miguel A. Pulido Mayor AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on June _, 2018. Date: 55A-9 Maria D. Huizar, Clerk of the Council Resolutlon No. 2018 -XXX Page 3 of 3 55A-10 REQUEST FOR COUNCIL ACTION [oil rLI•111 01 Is] 14 dii=1 =11li1,[tlIn-ii 4 JULY 17, 2018 TITLE: SUBMISSION OF A PROPOSED CHARTER AMENDMENT TO CHARTER SECTIONS 101.2 AND 400 REGARDING BY WARD ELECTIONS FOR VOTER CONSIDERATION; REQUEST CONSOLIDATION WITH THE COUNTY AND GIVING NOTICE OF SAID ELECTION TO BE HELD ON NOVEMBER 6, 2018 (STRATEGIC PLAN NO. 5, 1) CITY AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution giving notice and requesting the Board of Supervisors of the County of Orange to consolidate the 2018 Statewide General Election on November 6, 2018 with the City of Santa Ana General Municipal Election for proposed City Charter Amendment to Charter sections 101.2 and 400 regarding By -Ward Based Elections and Ward Boundaries. 2. Adopt a resolution to approve title of Charter Amendment and proposed language for consideration by voters, 3. Adopt resolution authorize the filing of Arguments and Rebuttals. 4. Submittal of Impartial Analysis for voter consideration. 5. Direct Clerk of the Council to publish legal notices as required by law. DISCUSSION In order to conduct an election, State law and the City Charter require the City Council to adopt a resolution calling for said election. Furthermore, pursuant to Section 1Q403 of the California Elections Code, the City Council is required to formally request consolidation of the City's General Municipal Election with the Statewide Election. The subject resolution fulfills this requirement by requesting that the Board of Supervisors of Orange County consolidate the general elections for the purpose of a proposed City Charter Amendment regarding Ward Based Elections to be held on November 6, 2018 and authorizes the Board of Supervisors to canvass the election returns. 5513-1 Proposed Charter Amendment regarding By -Ward Election July 17, 2018 Page 2 The City Council directed staff to bring forth a Charter Amendment regarding ward -based elections. Said matter has been discussed recently by the City Council on February 20, 2018, and March 6, 2018. In summary, the City of Santa Ana currently utilizes an at -large election system, which allows electors from the entire City to elect each of the six (6) Councilmembers and the Mayor; the councilmembers must be nominated by electors in their respective ward. The proposed Charter Amendment to section 400 proposes a Ward -Based Election System in which councilmembers are both nominated and elected by electors in their respective Ward. In addition, a minor revision to section 101.2 is proposed to ensure that ward boundaries are drawn and redrawn to comply with state and federal law, as well as to equalize population. The California Elections Code requires the adoption of the attached resolutions in order to place a ballot measure before the voters at a General Municipal Election and must be submitted to the Registrar of Voters at least 88 days in advance of the election (refer to Exhibit 1). In addition to calling for the election, a resolution may be approved to permit the filing of written arguments in favor of or against such measure by members of the City Council, any individual voter eligible to vote on the measure, a bona fide association of such citizens or any combination thereof, and establishes deadlines for submission of such arguments to the Clerk of the Council. The Elections Code specifies that members of the Council would be given preference and priority, if authorized by the City Council. The subject resolution would give that authorization to any member of the Council desiring to submit an argument. The procedures for filing ballot arguments are detailed in the Elections Code. The Election Code procedures, as well as general guidelines for preparing arguments will be provided in a notice prepared by the Clerk of the Council and posted following final adoption of the resolution calling for the election. Also, whenever a City measure qualifies to be on a ballot, the City Council may direct the City Attorney to prepare an impartial analysis of the measure showing the effect of the measure on the existing law and the operation of the measure (Elections Code §9280). The analysis is printed in the Voter Information Pamphlet preceding the arguments for and against the measure. The City Attorney had previously prepared the Impartial Analysis and it will be submitted for inclusion in the ballot. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). 55B-2 Proposed Charter Amendment regarding By -Ward Election July 17, 2018 Page 3 FISCAL IMPACT The cost to add Charter Amendment to the consolidated General Municipal Election with the Orange County Registrar of Voters Office is estimated to be $8,500. Funds for these administrative costs are available in the Clerk of the Council, Contractual Services account no. 01107031 62300, FY 2018-2019. Maria D. Huizar Clerk of the Council APPROVED AS TO FUNDS AND ACCOUNTS: C�S1 eco . ti r A7\ I,a tea, Francisco Gutierrez im Executive Director Finance and Management Services Agency Exhibits: 1. Resolution Calling Election & Consolidating 2. Resolution with proposed Charter Amendment language 3. Resolution authorizing the filing of Arguments and Rebuttals 55B-3 55B-4 RESOLUTION NO.2018-XXXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 6, 2018 FOR SUBMISSION TO THE VOTERS OF THE QUESTION OF WHETHER CITY CHARTER SECTIONS 101.2 AND 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY THE REGISTERED VOTERS OF THE ENTIRE CITY, AND TO REQUIRE WARD BOUNDARIES TO COMPLY WITH STATE AND FEDERAL LAW, AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY CONSOLIDATE THE CITY'S GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. A general municipal election of the City of Santa Ana will be held on November 6, 2018. B. The City Council adopted Resolution No. 2018 -XXX submitting to the voters the question relating to a proposed amendment to the City Charter regarding changing from at -large election of City Councilmembers to a by -ward election of City Councilmembers and providing for ward boundaries to be drawn in accordance with state and federal law. C. There will be a statewide general election held on November 6, 2018. D. It is desirable that the general municipal election of the City of Santa Ana on November 6, 2018 be consolidated with the statewide general election to be held on the same date and; that within the City of Santa Ana, the precincts and polling places be the same, and that the Board of Supervisors of the County of Orange canvass the returns of both elections, in all respects as if there were only one election. E. The Clerk of Council is authorized, instructed, and directed to give further notice of the election, in time, form and manner as required by law. Resolution 2018 -XXX Exhibit 1 Page 1 of 3 55B-5 Section 2: That pursuant to the requirement of Section 10403 of the Elections Code of the State of California, the Board of Supervisors of the County of Orange is hereby requested to consent to and order consolidation of the November 6, 2018 general municipal election of the City of Santa Ana for the purpose of the proposed Charter amendment of sections 101.2 and 400 with the statewide general election to be held on the same date. The election will be held and conducted in accordance with the provisions of law regulation the statewide election. Section 3: The Board of Supervisors of the County of Orange is hereby authorized to canvass the returns of said general municipal election pursuant to Section 10411 of the Elections Code of the State of California. Section 4: The City of Santa Ana recognizes the additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the County of Orange for any such costs. Section 5: The Clerk of Council is hereby directed to file a certified copy of this Resolution with the Board of Supervisors of the County of Orange and a certified copy of this Resolution with the Registrar of Voters of the County of Orange. Section 6: This Resolution shall take effect immediately upon its adopting by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. . ADOPTED this day of July, 2018. APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attomey Miguel A. Pulido Mayor 55B-6 Resolution 2018 -XXX Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, Resolution No. 2018-_ to be the original City of Santa Ana on July _, 2018. Date: Resolution 2018 -XXX Page 3 of 3 do hereby attest to and certify the attached resolution adopted by the City Council of the 55B-7 Cleric of the Council City of Santa Ana 55B-8 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SETTING FORTH THE LANGUAGE OF A BALLOT TITLE FOR A CITY CHARTER AMENDMENT REGARDING WHETHER CITY CHARTER SECTION 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY, AND TO REQUIRE WARD BOUNDARIES TO BE DRAWN IN ACCORDANCE WITH LAW, TO BE INCLUDED ON THE BALLOT FOR THE 2018 GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 6, 2018 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Changing from at -large City Councilmember elections to ward -based City Councilmember elections requires a Charter amendment approved by the voters. Section 2. Ward boundaries should be drawn and adjusted in accordance with the requirements of state and federal law. Section 3. The City Council has considered the issue of changing from at -large City Councilmember elections to by -district City Councilmember elections and has determined that the voters of the City of Santa Ana should decide whether City Councilmembers should be elected using the by -ward voting method rather than the at - large voting method, and requiring ward. boundaries to be drawn and adjusted according to the requirements of state and federal law. Section 4. There is a General Municipal Election scheduled for November 6, 2018. Section 5. The Califomia Elections Code directs that the City Council approve the form of the ballot question to be submitted to the voters and the City Council of the City of Santa Ana desires, on its own motion, to submit to the voters of the City a question relating to whether City of Santa Ana Charter section 400 shall be amended requiring City Councllmember election from his or her residency ward and only by registered voters of that ward, instead of City Councilmember elections by registered voters of the entire City, Section 6. Under the provisions of the Charter of the City of Santa Ana and the California Elections Code, at the General Municipal Election to be held on November 6, 2018, the following proposed amendments to the City Charter shall be submitted to the voters: Exhibit 2 Resolution No. 2018 -XXX Page 1 of 3 55B-9 Measure _ ... YES Shall City of Santa Ana Charter sections 101.2 and 400 be amended requiring City Councilmember election from his or her residency ward and only by registered voters of that ward, instead of CityNO Councilmember elections by registered voters of the entire City, with ward boundaries to be drawn as required by law? Section 7. The text of the Charter amendment to Charter sections 101.2 and 400 to be submitted to the voters is attached as Exhibit A and incorporated by reference. Section 8. The vote requirement for the measure to pass is a majority (50% + 1) of the votes cast. Section 9. The City Clerk is hereby directed to transmit a copy of the measure set forth in Section 2 above to the City Attorney, who shall prepare an impartial analysis of the measure in accordance with Section 9280 of the Elections Code. The impartial analysis shall include a statement indicating whether the measure was placed on the ballot by a petition signed by the requisite number of voters or by the City Council. In addition, the Clerk of the Council is directed to fix a deadline for submission of arguments and rebuttals for or against the measure pursuant to Sections 9223 and 9285 of the Elections Code, the provisions of which are hereby adopted by the City Council. Section 10. This Resolution shall .take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of July, 2018. APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney 6y: sj� Laura A. Rossini Senior Assistant City Attorney Miguel A. Pulido Mayor Resolution No. 2018 -XXX 55B-10 Page 2 of 3 AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on July _, 2018. Date: Resolution No. 2018 -XXX Page 3 of 3 55B-11 Maria D. Huizar, Clerk of the Council Exhibit A -City of Santa Ana Charter Sections 101.2 and 400 (Deleted language is stricken and new language is in red) Sec. 101.2 Ward boundaries shall not be altered except as reasonably necessary to comply with the requirements of state and federal law and to promote greater equality of population among the wards when such necessity is shown by the most recent federal decennial census, or by more current census data certified by the City Council as sufficiently reliable and detailed to serve as a basis for ward boundary alteration, or by annexation or consolidation of territory. Such boundary alteration shall be made only by ordinance aoopteo uy arnrmative vote or at least two-thirds ( 216 ) of the Lull memoership of the City Council in accordance with section 101.4. Any such ordinance adopted within one hundred twenty (120) days immediately preceding any election of council members shall not become effective until the day following such election. Sec. 400. - Number, selection and terms of members. The City Council shall consist of seven (7) members elected at the times and in the manner provided in this charter, each of whom, except for the mayor, shall serve a term of four (4) years. The term of each member shall begin at 6:00 p.m. on the second Tuesday of December following certification of election results, and each shall serve except as otherwise provided for in this charter, until his or her successor is elected and qualified. Each office of councilmember shall be a separate office and one (1) of such offices shall be assigned to each of the wards of the City. Councilmembers shall be residents of their respective wards, and nominated and elected only by the voters of their respective wards. The Mayor shall be elected from the City at large. Candidates 55394.00002\30632997.1 55B-12 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR PROPOSED AMENDMENT TO THE SANTA ANA CHARTER REGARDING WHETHER CITY CHARTER SECTIONS 101.2 AND 400 SHALL BE AMENDED REQUIRING CITY COUNCILMEMBER ELECTION FROM HIS OR HER RESIDENCY WARD AND ONLY BY REGISTERED VOTERS OF THAT WARD, INSTEAD OF CITY COUNCILMEMBER ELECTION BY REGISTERED VOTERS OF THE ENTIRE CITY, WITH WARDS TO BE DRAWN IN ACCORDANCE WITH STATE AND FEDERAL LAW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. A general municipal election of the City of Santa Ana will be held on November 6, 2018, at which there will be submitted to the qualified electors of the City a Charter Amendment measure related to whether the City of Santa Ana Charter section 400 shall be amended requiring City Councilmember election from his or her residency ward and only by registered voters of that ward instead of City Councilmember election by registered voters of the entire City, and whether Charter section 101.2 should be amended to have ward boundaries comply with both state and federal law as well as to equalize population. B. That pursuant to the requirements at Section 9282 of the Elections Code of the State of California, the legislative body may authorize any member(s) of the City Council to write arguments for or against any measure. Section 2: The City Council, as the legislative body of the City of Santa Ana, hereby authorizes the Clerk of the Council to give preference and priority to any member or members of the City Council (up to five members), then to voters as set forth in California Elections Code section 9287, to file a written argument for or against the City measures set forth above, and to change said argument until and including the date fixed by the Clerk of the Council after which no arguments for or against said City measure may be submitted. Exhibit 3 Resolution 2018 -XXX Page 1 of 2 55B-13 Section 3: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of July, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:a�, A ��u Laura A. Rossini Senior Assistant City Attorney AYES NOES Councilmembers: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on July_, 2018. Date: Maria D. Huizar, Clerk of the Council Resolution 2018 -XXX 55B-14 Page 2 of 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: DIRECT STAFF TO PLACE A PROPOSED BALLOT MEASURE FOR A SALES AND USE TAX MEASURE FOR GENERAL MUNICIPAL SERVICES AT THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION; APPROVE RESOLUTIONS CALLING AND CONSOLIDATING THE ELECTION; AND AUTHORIZE COUNCILMEMBERS TO FILE ARGUMENT; DIRECT CITY ATTORNEY TO FILE IMPARTIAL ANALYSIS; AND OTHER RELATED ACTIONS (STRATEGIC PLAN NO. 5, 1) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1b' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Options for Consideration for the Santa Ana Neighborhood Safety and Essential City Services Protection Measure. Staff recommends the City Council approve options 1a and 2 through 6. a. Modify position taken at the July 3, 2018, City Council meeting to place a 1.5% rather than a 1.0% add on sales and use tax measure to be referred to as the Santa Ana Neighborhood Safety and Essential City Services Protection Measure, on the November 6, 2018 General Municipal Election ballot, and decide whether the 1.5% add on sales and use tax should be imposed through 2030 and reduced to 1.0% in 2031. OR b. Ratify the position taken at the July 3, 2018, City Council meeting to place a 1.0% add on sales and use tax measure, referred to as the Santa Ana Neighborhood Safety and Essential City Services Protection Measure, on the November 6, 2018 General Municipal Election ballot. 2. Adopt Resolution of the City Council of the City of Santa Ana calling for the placement on the Ballot of a Measure for the November 6, 2018 General Municipal Election for the Submission to the Qualified Voters of a Proposed Ordinance Regarding a General Sales Tax Measure and Providing for the Filing of Argument and Rebuttal Statements. Request that the Board of Supervisors of Orange County Consolidate the City's General Municipal Election with the Statewide GenprWcion. Proposed Add on Sales and Use Tax Measure for Municipal Services for Public Consideration on the November 2018 Ballot July 17, 2018 Page 2 4. Authorize the filing of Arguments and Rebuttals a. Designate up to five (5) Councilmembers to author an Argument and Rebuttal statement. b. Deadline to file Arguments will beset for July 31, 2018 at 5 p.m. 5. Direct the City Attorney to prepare Impartial Analysis. 6. Direct Clerk of the Council to publish legal notices as required by law. DISCUSSION At the July 3, 2018, City Council meeting, the Mayor and Council discussed the sales tax measure staff report (55C). The City Council, by a vote of 4-1-1 (Solorio dissented, Benavides abstained and Martinez absent) supported Recommended Action 1c, which is the option to have the voters of Santa Ana consider a 1% add on sales and use tax. During the discussion, the City Council expressed consideration and further discussion on recommended items 1a and 1b at the July 17, 2018 City Council meeting. Recommended item 1a is the 1.5% add on sales and use tax and recommended item 1b is the 1.5% add on sales and use tax with a sunset on the 0.5% portion of the tax through 2030, thus reducing 1.0% in 2031. Additionally, City Council requested that staff provide options for a Shop Local program. Staff will be presenting options for a Shop Local program for Council consideration at the August 21, 2018 City Council meeting. Background At the February 5, 2018, Special City Council Meeting, Staff identified a structural deficit in the City's proposed 2018-19 General Fund budget and five-year forecast. The City's financial forecast has identified a budget deficit moving into the foreseeable future. This is a result of expenditures outpacing revenue growth. To address these deficits, Staff identified a plan that includes expenditure reductions, transformational program delivery changes and potential revenue enhancements in order to continue to provide programs and services to the community. Given this precarious financial position, and the cuts that were made in staffing following the Great Recession, any changes would almost certainly require significant level of service reductions and or eliminations. This represents a less than desired outcome. In the City's ongoing effort to evaluate costs and revenue, the following actions have taken place: • Contracted out the City's fire department • Contracted out maintenance functions where feasible • Modernized the Utility User Tax • Evaluated and adjusted the City's miscellaneous fee schedule • Reduced all non-essential personnel • Invested in technology enhancements to reduce ongoing costs 55C-2 Proposed Add on Sales and Use Tax Measure for Municipal Services for Public Consideration on the November 2018 Ballot July 17, 2018 Page 3 On March 20, 2018, the Mayor and City Council authorized staff to enter into agreements to evaluate revenue generating opportunities to meet the City's needs in addressing the projected deficit for the current fiscal year and for future fiscal years. As such, the City entered into a consulting agreement with MuniServices on May 1, 2018, to evaluate two revenue measures: 1) sales and use tax and 2) adult -use and commercial cannabis tax. The scope of work also included strategy consulting services from GrassrootsLabs and polling services from FM3. Consideration of the adult -use and commercial cannabis tax is provided as a separate ballot measure and directly tied to the ordinances approved by the City Council in November 2017 and early 2018. At the June 19, 2018 Council Meeting, the City Council voted to direct the City Manager and Staff to prepare add on sales tax options, the required resolutions, documents and guidelines necessary to proceed with a ballot measure. At that meeting, the City Council requested that staff brief members of the City Council to provide information on different sales tax increments, sunset alternatives, other revenue options, methods to ensure fiscal transparency, economic development opportunities, and information on how new revenue would be allocated to programs and services for the community. Staff met with members of the City Council to provide additional information on the proposed Neighborhood Safety and Essential City Services Protection Measure. This included information regarding the need for additional new on-going revenues, projected revenues based on a variety of add on sales and use tax increments, community needs and priorities, and the results of the poll conducted by. FM3. The briefings provided an opportunity to present Staffs recommendation for the Santa Ana Neighborhood Safety and Essential City Services Protection Measure to be placed on the November 2018 ballot, which would generate the requisite funds to maintain and enhance programs and services to the community. What is Sales and Use Tax? Sales tax is imposed on retail transactions for tangible personal property. The Use tax is imposed on consumers of tangible personal property that is used, consumed, or stored. Sales tax is not applicable to several general categories including: 1) Necessities of life (food products, unless heated, health related, housing), 2) General public benefit (alternate energy, museums, public art exhibits), 3) Industry benefit (transportation related such as motor vehicle fuel, entertainment industry); 4) Exclusions by definition (admission charges, sales price/gross receipts); and 5) Other exemptions, exclusions or credits (full list of exemptions is available at hftps://www.cdtfa.ca.gov/formspubs/pub6l.pd . A general-purpose tax measure requires approval from the majority of the voters (50% plus 1) to implement such a tax. The sales and use tax is a common method used by various cities to generate additional revenue for city programs and services. 55C-3 Proposed Add on Sales and Use Tax Measure for Municipal Services for Public Consideration on the November 2018 Ballot July 17, 2018 Page 4 Orange County Cities with an Add On Sales and Use Tax In 2016, voters in five other Orange County cities approved or reaffirmed six add on sales and use tax measures. The following cities currently have an add on sales and use tax in Orange County: City Increment Sales=&&Use' Tax-Rdte _- Fountain Valley 1.0% 8.75% Westminster 1.0% 8.75% Stanton 1.0% 8.75% La Palma 1.0% 8.75% La Habra 0.5% 8.25% Additionally, there are several other cities in Orange County that are currently evaluating sales and use tax ballot measures for this upcoming November 2018 election cycle. Consumer Response to Add On Sales and Use Tax Consumers spending patterns are generally not impacted by local sales tax rates. Staff conducted a survey of the Orange County cities that have a local add on sales and use tax and validated that passage of add on sales tax measures has not led to a decline in sales tax revenue. Additionally, when the tax revenue addresses city needs such as homelessness, public safety, quality of life and infrastructure, consumers do not compare -shop for sales tax rates. If the Santa Ana Neighborhood Safety and Essential City Services Protection Measure is approved, staff anticipates launching an enhanced Shop Local campaign with an emphasis on the benefits of local purchases on the economy and the services consumers will receive as a result of keeping their spending within the City of Santa Ana. Revenue Estimates The City Council, at the June 19, 2018, Council meeting, requested estimates on the anticipated revenue that may be generated at various add on sales and use tax increments. The chart below outlines general estimates, which represent a full year of revenue, for consideration: Increment Annual Est.—", 1 % cent $60 million 1 cent $40 million % cent $30 million '/2 cent $20 million 55C-4 Proposed Add on Sales and Use Tax Measure for Municipal Services for Public Consideration on the November 2018 Ballot July 17, 2018 Page 5 State law establishes regulations on add on sales and use tax measures and the increments that are allowed to be considered, in this case, the City Council may consider a ballot measure in increments of one quarter cent. The maximum sales tax rate allowed is 10.25% in the state. Staff recommends a penny and a half add on sales and use tax measure which provides the greatest opportunity to address community needs while addressing the City's long-term financial stability. The proposed measure, if approved, would be a full percent below the ceiling established by the State. Based on the majority approval of the add on sales and use tax measure by the Santa Ana voters in November of 2018, it is anticipated that the additional new revenue would commence in the spring of 2019. Programs and Services the New Revenue will Fund If the Santa Ana Neighborhood Safety and Essential City Services Protection Measure is approved by the voters, new revenues generated will go to providing public safety, addressing homelessness, providing deferred maintenance at parks and other City facilities, equipment replacement, capital improvements, youth programming, library services, code enforcement and general municipal services. Additionally, the new add on sales tax revenue will support city needs and priorities as identified in the May 1, 2018, City Council Meeting 2018-19 Trial Budget Presentation. This included funding for the Quality of Life Team (QOLT) to address homelessness, leveraging economic development, advancing police officer recruitments, furthering Enterprise Fund compliance, addressing service delivery challenges, and augmenting investments in technology to streamline local government. Transparency and Accountability There are additional considerations that the Mayor and City Council may add to the ballot measure to enhance transparency and accountability. These include annual independent audits, an oversight review committee, an online open checkbook, mid -year fiscal review, and delineating and tracking the new add on sales tax revenue and corresponding allocation to be evaluated as part of the annual budget. Annual independent audits are currently performed in accordance with the Governmental Account Standards Board guidelines and are available on the City's website for the public's review. If a requirement for an independent audit is added to the ballot measure, a separate audit would be performed specific to the add on sales tax to ensure that new revenues are properly collected and that expenditures are reviewed and consistent with governmental accounting practices. An oversight review committee typically reviews on an annual basis the revenue receipts and expenditures of local add on sales tax, status and performance of the programs and services that are funded from the proceeds of the new revenues, and prepare reports for City Council consideration. 55C-5 Proposed Add on Sales and Use Tax Measure for Municipal Services for Public Consideration on the November 2018 Ballot July 17, 2018 Page 6 The City has had an open checkbook on its' City website since 2015. This provides a mechanism for any interested party to review the City's expenditures at any time through a convenient online system at no cost. As an enhancement, staff could place a specific portion of the open checkbook system to be made available for the new sales tax revenue and expenditures. Staff is recommending that the above referenced transparency and accountability elements be included for consideration by the voters. It is the goal of the City to promote transparency and accountability in all efforts and will continue to enact best practices to ensure fiscal stability moving forward. Sunset Options A sunset clause is a provision that can be added to a ballot measure to end the effect of a tax. Typically, sunset options are exercised in cases where the revenue is utilized to help address temporary or term specific needs, or finance capital investments. When revenue from a ballot measure, such as the initiative being proposed, funds operating costs, a sunset provision can have unintended consequences. This is most evident when providing enhanced services that must later be eliminated or drastically cut. However, often times sunset clauses can help increase public support for a tax by limiting the duration of the proposed increase. In Orange County, three cities have a sunset clause in their add on sales tax. The cities of Fountain Valley and La Habra both have a 20 -year sunset, while the city of Westminster has a 5 year sunset. Staff is recommending an option with a provision to sunset 0.5% from the 1.5% proposed increase after about eleven years, for the City Council's consideration. Staff anticipates that the new revenue will be utilized to meet current and future public safety needs, addressing homelessness, youth programing, infrastructure needs, such as improving parks, streets, and sidewalks along with other essential city services. Other Revenue Considerations and Mitigating Development Costs In addition to the revenue measure, the City is looking for opportunities to spur economic growth and enhance its future revenue base. The City's Economic Development Division is focusing on an array of initiatives that promote investment opportunities, business retention and attraction, revenue generating projects, and workforce services. This includes developing a community branding strategy, scheduled to be completed by the end of summer 2018 that promotes and markets Santa Ana as an ideal place to do business, live and play. The Economic Development Divisions' efforts of business attraction and retention are designed to ensure that new and existing businesses continue to thrive in Santa Ana. With the adoption of the City ordinance to allow new cannabis related businesses, Staff has identified several industrial buildings for inquiring cannabis companies looking to grow their footprint. Support for these new cannabis related businesses will help increase revenues related to the Cannabis industry for the City. 55C-6 Proposed Add on Sales and Use Tax Measure for Municipal Services for Public Consideration on the November 2018 Ballot July 17, 2018 Page 7 In order to provide the City with additional Economic Development options, Staff is in the process of finalizing a property disposition policy that will allow the sale of City owned property for revenue enhancement opportunities from the proceeds of the sale, development, and community benefits. In an effort to demonstrate the positive impacts of new development, the Planning & Building Agency has begun including a section titled Economic Development Benefits on the Planning Commission staff reports. The objective is to identify the economic benefits for each new proposed development. The economic benefits of each development project will vary depending on the type of use, but generally the reports will capture estimates of: new jobs, projected sales tax revenue, and the increases in property evaluations, infrastructure impacts, and core service impacts. This is an evolving process and other information may be collected for informational analysis and to contribute towards the formation of future public policy. The Public Works Agency is the lead department on a study that is currently underway to evaluate the City's Development Impact Fees (DIF). The primary objective of a DIF program is to ensure that new development pays the capital costs associated with growth. Currently, there are DIFs to mitigate general impacts to infrastructure such as parks, library, transportation, sewer, and storm drainage systems.. Other 2018 Initiatives and Impacts to Santa Ana Rate Pavers In addition to the proposed ballot measure, there are other City of Santa Ana related initiatives on the November 6, 2018 ballot. This includes potential ballot measures for charter modernization, conversion to district elections, and an adult use & commercial cannabis tax. The Santa Ana Unified School District is also considering a school bond measure in November 2018. Additionally, there are other potential considerations such as the Poseidon Desalination Plant that would impact water rates locally, possible gas tax repeal on the November 2018 ballot, potential rate increases for utility service, and the reduction of local sanitation rates. Staff Recommendation Staff recommends that the City Council provide direction to staff and adopt the resolutions necessary to place the Santa Ana Neighborhood Safety and Essential City Services Protection Measure before the voters of Santa Ana. By placing the measure on the ballot the City Council is not endorsing or taking a position, but rather asking the voters of Santa Ana to lend their voice to the future of the City and the type of service levels they would like to receive moving forward. If adopted, the City would have an add on sales and use tax of one and half percent, of which 100% of the revenue generated would remain locally for Santa Ana to provide programs and services for the community. In order to provide for transparency and accountability to the Santa Ana community, staff is recommending that the ballot measure include annual independent audits, an oversight review committee, an online open checkbook, and to include revenues into the annual budget. 55C-7 Proposed Add on Sales and Use Tax Measure for Municipal Services for Public Consideration on the November 2018 Ballot July 17, 2018 Page 8 If approved by the voters, the City would be in a position to continue to provide much needed programs and services and look to enhance the quality of life and wellbeing of the current and future community of Santa Ana. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT The County Registrar of Voters office has estimated that the additional cost of adding a ballot measure to the City's consolidated general municipal election would be approximately $16,500. Funds for these administrative costs are available in the Clerk of the Council, Contractual Services account no. 01107031 62300, FY 2018-2019. APPROVED AS TO FUNDS AND ACCOUNTS: \Qi�cnya�rvo .� u i o.. Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Resolution of the City Council for the City of Santa Ana Calling for the Placement on the Ballot of a Measure for the November 6, 2018 General Municipal Election for the Submission to the Qualified Voters of a Proposed Ordinance Regarding a General Sales Tax Measure; and Providing for the Filing of Argument and Rebuttal Statements. (I% percent) 2. Resolution of the City Council for the City of Santa Ana Calling for the Placement on the Ballot of a Measure for the November 6, 2018 General Municipal Election for the Submission to the Qualified Voters of a Proposed Ordinance Regarding a General Sales Tax Measure; and Providing for the Filing of Argument and Rebuttal Statements. (1.5% until 2030 and then reduced to 1.0%) 3. Resolution of the City Council for the City of Santa Ana Calling for the Placement on the Ballot of a Measure for the November 6, 2018 General Municipal Election for the Submission to the Qualified Voters of a Proposed Ordinance Regarding a General Sales Tax Measure; and Providing for the Filing of Argument and Rebuttal Statements. (1.5%) 55C-8 RESOLUTION NO. 2018 -XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR THE PLACEMENT ON THE BALLOT OF A MEASURE FOR THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION FOR THE SUBMISSION TO THE QUALIFIED VOTERS OF A PROPOSED ORDINANCE REGARDING A GENERAL SALES TAX MEASURE; AND PROVIDING FOR THE FILING OF ARGUMENT AND REBUTTAL STATEMENTS WHEREAS, pursuant to California Elections Code section 9222, the City Council has authority to place measures on the ballot to be considered at a General Municipal Election; and WHEREAS, pursuant to the law of the State of California, the City Council has called and ordered to be held in the City of Santa Ana, California, on Tuesday, November 6, 2018, a General Municipal Election; and WHEREAS, Revenue and Taxation Code section 7285.9 authorizes the City of Santa Ana ("City'), subject to approval by a majority vote of the qualified voters of the City voting in an election on the issue, to levy a transactions and use tax pursuant to the Transactions and Use Tax Law at a rate of 0.125% or any multiple thereof for general purposes and projects; and WHEREAS, Section 2(b) of Article XIII C of the California Constitution, added by Proposition 218 effective November, 1996, requires that the measure proposing a general tax be submitted to the voters at an election consolidated with a regularly scheduled general election for members of the governing body of the local government; and WHEREAS, pursuant to California Constitution Article XIII C, section 2 and Elections Code section 10201, the City has determined to submit a proposition to enact an ordinance establishing a transactions and use tax to the voters at the City's next regular election; NOW, THEREFORE the City Council of the City of Santa Ana does hereby resolve as follows: Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct and are hereby incorporated by reference. Section 2. Under the provisions of the California Elections Code, the following proposed amendment to the Santa Ana Municipal Code shall be submitted to the voters at the General Municipal Election to be held on November 6, 2018: Exhibit 1 55C-9 Yes To maintain effective 9-1-1 emergency response services by retaining firefighters, police officers, and paramedics; addressing homelessness/housing concerns and services; fixing potholes/streets; maintaining parks, after school programs, senior services, graffiti removal and unrestricted general revenue purposes; No shall the measure be adopted approving an ordinance establishing a one (1.0%) percent sale tax providing approximately $40 million dollars annually until ended by voters, requiring annual audits, citizens oversight, all funds only for Santa Ana? Section 3. Should said measure be approved by the requisite vote, the ordinance attached hereto as Exhibit A and incorporated by this reference shall be enacted, Section 4. That the text of the Ordinance to be submitted to the voters is attached to this Resolution as Exhibit "A" and incorporated herein by this reference ("Ordinance"). Section 5. That pursuant to Elections Code Section 9280, the City Council hereby directs the City Clerk to transmit a copy of the Ordinance to the City Attorney to prepare an impartial analysis of the Ordinance which shall not exceed 500 words in length. Section 6. That pursuant to Elections Code Section 9282, the City Council may file a written argument in favor of the Ordinance in accordance with Article 4, Chapter 3, Division 9 of the Elections Code and may change the argument as allowed by law. Section 7. That pursuant to Elections Code Section 9287, if more than one argument for or more than one argument against the Ordinance is submitted to the City Clerk within the time prescribed by law, he or she shall select one of the arguments in favor and one of the arguments against the Ordinance for printing and distribution to the voters, giving preference in such selection in the following order: 1. The City Council, or a member or members of the City Council authorized by the City Council. 2. Bona fide associations of citizens. 3. Individual voters who are eligible to vote on the Ordinance. 55C-10 Section 8. That pursuant to Elections Code Sections 9220 and 9285, when the City Clerk has selected the arguments for and against the Ordinance which will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the Ordinance to the author or authors of the argument against, and copies of the argument against the Ordinance to the author or authors of the argument in favor. The author or authors may submit a rebuttal argument to the direct argument not exceeding 250 words. Rebuttal arguments shall be printed in the same manner as the direct arguments and shall immediately follow the direct argument which it seeks to rebut. All previous resolutions providing for the filing of rebuttal arguments for City measures are repealed, and this Section shall only apply to the election on the Ordinance to be held on November 6, 2018. Section 9. In accordance with Section 10002 of the Elections Code, the Board of Supervisors Orange County is hereby requested to consent to the Registrar of Voters rendering election services to the City as may be requested by the City Clerk of said City, the County of Orange to be reimbursed in full for such services as are performed. The Board of Supervisors of Orange County is also requested to consent and agree to the consolidation of the General Election with any other election occurring on November 6, 2018, and the City hereby consents to any such consolidation. Section 10. The election services which the City requests of the Registrar of Voters, or such other official as may be appropriate to perform, and which such officer is hereby authorized and directed to perform if the said Board of Supervisors consents, include: the preparation, printing and mailing of sample ballots and polling place cards, the establishment or appointment of precincts, polling places, and election officers, opening and closing of polling places, and making such publications as are required by law in connection therewith; the furnishing of ballots, voting booths and other necessary supplies or materials for polling places, the canvassing of the returns of the election and the furnishing of the results of such canvassing to the City Clerk, and the performance of such other election services as may be requested by said City Clerk. Section 11. That the polls for the election shall be open at seven o'clock a.m. of the day of the election and shall remain open continuously from that time until eight o'clock p.m. of the same day when the polls shall be closed, pursuant to California Elections Code Section 10242 and Section 14212, except as provided in California Elections Code Section 14401 or any other provision of law. Section 12. All persons qualified to vote at municipal elections in the City on the day of the election herein provided for shall be qualified to vote on the Ordinance hereby submitted at the General Municipal Election. Section 13, In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding general municipal elections In the City. 55C-11 Section 14. Notice of the time and place of holding the General Municipal Election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in the time, form and manner as required by law. Section 15. The City Clerk shall receive the canvass as it pertains to the General Municipal Election, and shall certify the results to this City Council, as required by law. Section 16. If any section, subsection, sentence, clause, phrase or provision of this Resolution or the application thereof to any person or circumstances is held invalid or unconstitutional by any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity of any other provision or applications, and to this end the provisions of this Resolution are declared to be severable. The City Council hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, phrase or provision thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or provisions thereof be declared invalid or unconstitutional. Section 17. Pursuant to California Elections Code section 9295, this Resolution and the attached Ordinance will be available for public examination for no fewer than ten (10) calendar days prior to being submitted for printing in the sample ballot. The examination period will end on the day that is seventy-five (75) days prior to the date set for the election. Section 18. This Resolution shall take effect immediately upon its adoption by a majority of the City Council. Section 19, The City Clerk of the City of Santa Ana is hereby directed to certify to the passage and adoption of this Resolution and to file a certified copy of this Resolution with the Board of Supervisors of Orange County and the Registrar of Voters of Orange County at least eighty-eight (88) days before the date of the election. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Santa Ana, California, at its regular meeting held on the _ day of July, 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor 55C-12 ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: p�Grue7GL � . �14�'Yt,vu, Sonia R. Carvalho City Attorney 55C-13 EXHIBIT A ORDINANCE N0, NS AN ORDINANCE OF THE CITY OF SANTA ANA ADDING ARTICLE VII TO CHAPTER 35 OF THE SANTA ANA MUNICIPAL CODE RELATED TO A TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION The City Council of the City of Santa Ana does ordain as follows: Section 1. Authority. The City Council and the Voters of the City of Santa Ana enact this Ordinance in accordance with the authority granted to cities by Article XI, Section 7 of the California Constitution and Section 7285.9 of the California Revenue and Taxation Code. Section 2. Addition of article. Article VII is hereby added to Chapter 35 of the Santa Ana Municipal Code to read as follows: ARTICLE VII.- TRANSACTIONS AND USE TAX Sec. 35-200. - Short title. This chapter shall be known as the "Transactions and Use Tax" and shall be applicable in the incorporated territory of the City of Santa Ana ("city"). Sec. 35-201. - Definitions. For the purpose of this article the following words terms shall have the meaning given in this section: "In the city" means and includes all territory within the city limits. "Operative Date" means the first day of the first calendar quarter commencing more than 110 days afterthe later of the adoption of this article and the approval by the voters of the city of a measure approving the imposition of an increased transactions and use tax; provided that, if the city shall not have entered into a contract with the California Department of Tax and Fee Administration as required by section 35-203. prior to such date, the operative date shall be the first day of the first calendar quarter following the execution of such a contract. Sec. 35-202 - Purpose. This article of the Santa Ana Municipal Code has been adopted for the following purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes: 55C-14 (1) To impose a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.9 of Part 1.7 of Division 2, which authorizes the city to adopt this tax. This article shall be operative if a majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose. (2) To adopt a retail transactions and use tax that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1.6 of Division 2 of the Revenue and Taxation Code. (3) To adopt a retail transactions and use tax that imposes a tax and provides a measure therefor that can be administered and collected by the State Board of Equalization in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the California Department of Tax and Fee Administration in administering and collecting the California State Sales and Use Taxes. (4) To adopt a retail transactions and use tax that can be administered in a manner that will, to the greatest degree possible, be consistent with the provisions of Parts 1.6 of Division 2 of the said Revenue and Taxation Code, and thereby minimize the cost of collecting city transactions and use taxes, and at the same time minimize the burden of record keeping upon persons subject to taxation under the provisions thereof. Sec. 35-203. - Contract with state. Prior to the operative date, the city shall contract with the California Department of Tax and Fee Administration to perform all functions incidental to the administration and operation of this transactions and use tax ordinance. If the city has not contracted with the California Department of Tax and Fee Administration prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract. The city council may make any technical amendments to this article required by the California Department of Tax and Fee Administration, except for any changes affecting the tax rate, tax methodology, or its manner of collection. Sec. 35-204. - Imposition of transactions and use tax — Rate. For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the city 55C-15 at the rate of one percent (1.0%) of any gross receipts of the retailer from the sale of all tangible personal property sold at retail in the city on and after the operative date of this chapter. Sec. 35-205. - Place of sale. For the purposes of this article, all retail sales are consummated at the place of business of the retailer, unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the state or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the California Department of Tax and Fee Administration. Sec. 35-206. - Imposition of use tax — Use tax rate. An excise tax is hereby imposed on the storage, use, or other consumption in the city of tangible personal property purchased from any retailer on or after the operative date of this chapter, at the rate of one percent (1.0%) of the sales price of the property subject to the tax. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made. Sec. 35-207. - Adoption of provisions of state law— Generally. Except as otherwise provided in the article and except insofar as they are inconsistent with the provisions of Part 1,6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with § 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this article as though fully set forth herein. Sec. 35-208. -Adoption of provisions of state law— Limitations; Limitations on collection of use taxes. In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code: (1) Wherever the State of California is named or referred to as the taxing agency, the name of this city shall be substituted therefor. However, the substitution shall not be made when: (A) The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; 55C-16 (B) The result of that substitution would require action to be taken by or against this city or any agency, officer, or employee thereof rather than by or against the California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this article. (C) In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to: (i) Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the state under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; (ii) Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code. (D) In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code. (2) The word "city" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203. Sec. 35-209 - Permit not required. If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this article. Sec. 35-210. - Exemptions and exclusions. (1) Measure of Tax. There shall be excluded from the measure of the transactions and use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley -Bums Uniform Local Sales and Use Tax Law or the amount of any state -administered transactions or use tax. (2) Transactions Tax Exemptions. There are exempted from the computation of the amount of transactions tax the gross receipts from: 55C-17 (A) Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government. (B) Sales of property to be used outside the city which is shipped to a point outside the city, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the city shall be satisfied: (i) With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out -of -city address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and (ii) With respect to commercial vehicles, by registration to a place of business out -of -city and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address. (C) The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date. (D) A lease of tangible personal propertywhich is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date. For the purposes of subsections (2)(C) and (2)(D) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. (3) Use Tax Exemptions. There are exempted from the use tax imposed by this article, the storage, use or other consumption in this city of tangible personal property: 55C-18 (A) The gross receipts from the sale of which have been subject to a transactions tax under any state -administered transactions and use tax ordinance. (B) Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California. (C) If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date. (D) If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date. For the purposes of subsections (3)(C) and (3)(D) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. (4) Exemption from Collection of Use Tax. Except as provided in subsection (5), a retailer engaged in business in the city shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the city or participates within the city in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the city or through any representative, agent, canvasser, solicitor, subsidiary, or person in the city under the authority of the retailer. (5) Retailer Not Exempt from Collection of Use Tax. "A retailer engaged in business in the city" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect 55C-19 use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the city. (6) Credit Against Use Tax for Transactions Tax Paid Elsewhere. Any person subject to use tax under this article may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax. Sec. 35-211. - Adoption of amendments to state law. All amendments subsequent to the effective date of this article to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this article, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this article. Sec. 35-212.- Enjoining collection prohibited. No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action, or proceeding in any court against the State or the city, or against any officer of the State or the city, to prevent or enjoin the collection hereunder, or Parts 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected. Sec. 35-213. — Termination. The authority set forth in this article to impose a retail transactions and use tax shall continue until such authority is terminated by the voters of the City in the manner provided by law. Sec. 35-214. - Oversight committee. The City Council shall, by resolution establish as citizen oversight committee to act in an advisory role to the City Council in reviewing the annual revenue and expenditures of funds from the tax authorized by this article. The resolution shall establish the committee members' terms, qualifications and duties, and the committee's scope of authority. Sec. 35-215. - Annual Audit. An annual audit of the revenue generated by the sales and use tax and the expenditures made will be conducted by an independent certified public accountant. 55C-20 Sec. 35-216. - Annual Expenditures Disclosure. The City of Santa Ana will publically disclose on an annual basis a list of expenditures made with sales and use tax monies for the preceding fiscal year. SECTION 2. Effective Date. Pursuant to the California Constitution Article XIIIC(2)(b) and California Elections Code 9217, if the requisite number of qualified voters voting in the election on Measure " " vote in favor of the adoption of such measure, this ordinance shall be deemed valid and binding and shall be considered adopted upon the date that the vote Is declared by the City Council, and shall go into effect ten (10) days after that date. SECTION 3. Severability. If any section, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions of this Ordinance. The People of the City of Santa Ana hereby declare that they would have adopted this Ordinance irrespective of the invalidity of any particular portion thereof and intends that the Invalid portions should be severed and the balance of the Ordinance be enforced. SECTION 4. Certification/Summary. Following the City Clerk's certification that the citizens of Santa Ana have approved this Ordinance, the Mayor shall sign this Ordinance and the City Clerk shall cause the same to be entered In the book or original ordinance of said City; and shall cause the same, or a summary thereof, to be published as required by law. PASSED, APPROVED, and ADOPTED by the People of the City of Santa Ana this 6t' day of November, 2018. ATTEST: City Clerk APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Mayor 55C-21 55C-22 RESOLUTION NO. 2018 -XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR THE PLACEMENT ON THE BALLOT OF A MEASURE FOR THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION FOR THE SUBMISSION TO THE QUALIFIED VOTERS OF A PROPOSED ORDINANCE REGARDING A GENERAL SALES TAX MEASURE AND PROVIDING FOR THE FILING OF ARGUMENT AND REBUTTAL STATEMENTS WHEREAS, pursuant to California Elections Code section 9222, the City Council has authority to place measures on the ballot to be considered at a General Municipal Election; and WHEREAS, pursuant to the law of the State of California, the City Council has called and ordered to be held in the City of Santa Ana, California, on Tuesday, November 6, 2018, a General Municipal Election; and WHEREAS, Revenue and Taxation Code section 7285.9 authorizes the City of Santa Ana ("City"), subject to approval by a majority vote of the qualified voters of the City voting in an election on the issue, to levy a transactions and use tax pursuant to the Transactions and Use Tax Law at a rate of 0.125% or any multiple thereof for general purposes and projects; and WHEREAS, Section 2(b) of Article XIII C of the California Constitution, added by Proposition 218 effective November, 1996, requires that the measure proposing a general tax be submitted to the voters at an election consolidated with a regularly scheduled general election for members of the governing body of the local government; and WHEREAS, pursuant to California Constitution Article XIII C, section 2 and Elections Code section 10201, the City has determined to submit a proposition to enact an ordinance establishing a transactions and use tax to the voters at the City's next regular election; NOW, THEREFORE the City Council of the City of Santa Ana does hereby resolve as follows: Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct and are hereby incorporated by reference. Section 2. Under the provisions of the California Elections Code, the following proposed amendment to the Santa Ana Municipal Code shall be submitted to the voters at the General Municipal Election to be held on November 6, 2018: Exhibit 2 55C-23 Yes To maintain effective 9-1-1 response; retaining firefighters and police officers; addressing homelessness; fixing streets; maintaining parks, youth and senior services, and unrestricted general revenue purposes; shall the sales tax be increased one and one half (1.5%) percent until 2030 providing approximately $60 million dollars No annually, then reduced in 2031 to one (1 %) percent providing approximately $40 million dollars annually, until ended by voters, requiring annual audits, citizens oversight and for Santa Ana use only? Section 3. Should said measure be approved by the requisite vote, the ordinance attached hereto as Exhibit A and incorporated by this reference shall be enacted. Section 4. That the text of the Ordinance to be submitted to the voters is attached to this Resolution as Exhibit "A" and incorporated herein by this reference ("Ordinance"). Section 5. That pursuant to Elections Code Section 9280, the City Council hereby directs the City Clerk to transmit a copy of the Ordinance to the City Attorney to prepare an impartial analysis of the Ordinance which shall not exceed 500 words in length. Section 6. That pursuant to Elections Code Section 9282, the City Council may file a written argument in favor of the Ordinance in accordance with Article 4, Chapter 3, Division 9 of the Elections Code and may change the argument as allowed by law. Section 7. That pursuant to Elections Code Section 9287, if more than one argument for or more than one argument against the Ordinance is submitted to the City Clerk within the time prescribed by law, he or she shall select one of the arguments in favor and one of the arguments against the Ordinance for printing and distribution to the voters, giving preference in such selection in the following order: 1. The City Council, or a member or members of the City Council authorized by the City Council. 2. Bona fide associations of citizens. 3. Individual voters who are eligible to vote on the Ordinance. 55C-24 Section 8. That pursuant to Elections Code Sections 9220 and 9285, when the City Clerk has selected the arguments for and against the Ordinance which will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the Ordinance to the author or authors of the argument against, and copies of the argument against the Ordinance to the author or authors of the argument in favor. The author or authors may submit a rebuttal argument to the direct argument not exceeding 250 words. Rebuttal arguments shall be printed in the same manner as the direct arguments and shall immediately follow the direct argument which it seeks to rebut. All previous resolutions providing for the filing of rebuttal arguments for City measures are repealed, and this Section shall only apply to the election on the Ordinance to be held on November 6, 2018. Section 9. In accordance with Section 10002 of the Elections Code, the Board of Supervisors Orange County is hereby requested to consent to the Registrar of Voters rendering election services to the City as may be requested by the City Clerk of said City, the County of Orange to be reimbursed in full for such services as are performed. The Board of Supervisors of Orange County is also requested to consent and agree to the consolidation of the General Election with any other election occurring on November 6, 2018, and the City hereby consents to any such consolidation. Section 10, The election services which the City requests of the Registrar of Voters, or such other official as may be appropriate to perform, and which such officer is hereby authorized and directed to perform if the said Board of Supervisors consents, include: the preparation, printing and mailing of sample ballots and polling place cards, the establishment or appointment of precincts, polling places, and election officers, opening and closing of polling places, and making such publications as are required by law in connection therewith; the furnishing of ballots, voting booths and other necessary supplies or materials for polling places, the canvassing of the returns of the election and the furnishing of the results of such canvassing to the City Clerk, and the performance of such other election services as may be requested by said City Clerk, Section 11. That the polls for the election shall be open at seven o'clock a.m. of the day of the election and shall remain open continuously from that time until eight o'clock p.m. of the same day when the polls shall be closed, pursuant to California Elections Code Section 10242 and Section 14212, except as provided in California Elections Code Section 14401 or any other provision of law. Section 12. All persons qualified to vote at municipal elections In the City on the day of the election herein provided for shall be qualified to vote on the Ordinance hereby submitted at the General Municipal Election, Section 13. In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding general municipal elections in the City. 55C-25 Section 14. Notice of the time and place of holding the General Municipal Election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in the time, form and manner as required by law. Section 15. The City Clerk shall receive the canvass as it pertains to the General Municipal Election, and shall certify the results to this City Council, as required by law. Section 16. If any section, subsection, sentence, clause, phrase or provision of this Resolution or the application thereof to any person or circumstances is held invalid or unconstitutional by any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity of any other provision or applications, and to this end the provisions of this Resolution are declared to be severable. The City Council hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, phrase or provision thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or provisions thereof be declared invalid or unconstitutional. Section 17. Pursuant to California Elections Code section 9295, this Resolution and the attached Ordinance will be available for public examination for no fewer than ten (10) calendar days prior to being submitted for printing in the sample ballot. The examination period will end on the day that is seventy-five (75) days prior to the date set for the election. Section 18. This Resolution shall take effect immediately upon its adoption by a majority of the City Council. Section 19. The City Clerk of the City of Santa Ana is hereby directed to certify to the passage and adoption of this Resolution and to file a certified copy of this Resolution with the Board of Supervisors of Orange County and the Registrar of Voters of Orange County at least eighty-eight (88) days before the date of the election. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Santa Ana, California, at its regular meeting held on the _ day of July, 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor 55C-26 ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: Sonia R. Carvalho City Attorney 55C-27 EXHIBIT A ORDINANCE NO. AN ORDINANCE OF THE CITY OF SANTA ANA ADDING ARTICLE VII TO CHAPTER 35 OF THE SANTA ANA MUNICIPAL CODE RELATED TO A TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION The City Council of the City of Santa Ana does ordain as follows: Section 1, Authority, The City Council and the Voters of the City of Santa Ana enact this ordinance in accordance with the authority granted to cities by Article XI, Section 7 of the California Constitution and Section 7285.9 of the California Revenue and Taxation Code. Section 2. Addition of article. Article VII is hereby added to Chapter 35 of the Santa Ana Municipal Code to read as follows: CHAPTER 35- TAXATION ARTICLE VII. - TRANSACTIONS AND USE TAX. Sec. 35-200. - Short title. This article shall be known as the "Transactions and Use Tax' and shall be applicable in the incorporated territory of the City of Santa Ana ("city"). Sec. 35-201. - Definitions. For the purpose of this article the following words terms shall have the meaning given in this section: "In the city" means and includes all territory within the city limits. "Operative Date" means the first day of the first calendar quarter commencing more than 110 days after the later of the adoption of this chapter and the approval by the voters of the city of a measure approving the imposition of an increased transactions and use tax; provided that, if the city shall not have entered Into a contract with the California Department of Tax and Fee Administration as required by section 35-203. prior to such date, the operative date shall be the first day of the first calendar quarter following the execution of such a contract. Sec. 35-202. - Purpose. This article of the Santa Ana Municipal Code has been adopted for the following purposes, and directs that the provisions hereof be interpreted 55C-28 in order to accomplish those purposes: (1) To impose a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.9 of Part 1.7 of Division 2, which authorizes the city to adopt this tax. This article shall be operative if a majority of the electors voting on the measure vote to. approve the Imposition of the tax at an election called for that purpose. (2) To adopt a retail transactions and use tax that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1.6 of Division 2 of the Revenue and Taxation Code. (3) To adopt a retail transactions and use tax that imposes a tax and provides a measure therefor that can be administered and collected by the California Department of Tax and Fee Administration in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the California Department of Tax and Fee Administration in administering and collecting the California State Sales and Use Taxes. (4) To adopt a retail transactions and use tax that can be administered in a manner that will, to the greatest degree possible, be consistent with the provisions of Parts 1.6 of Division 2 of the said Revenue and Taxation Code, and thereby minimize- the cost of collecting city transactions and use taxes, and at the same time minimize the burden of record keeping upon persons subject to taxation under the provisions thereof. Sec. 35-203. - Contract with state. Prior to the operative date, the city shall contract with the California Department of Tax and Fee Administration to perform all functions incidental to the administration and operation of this transactions and use tax ordinance. If the city has not contracted with the California Department of Tax and Fee Administration prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract. The city council may make any technical amendments to this chapter required by the California Department of Tax and Fee Administration, except for any changes affecting the tax rate, tax methodology, or its manner of collection. 55C-29 Sec. 35-204. - Imposition of transactions and use tax — Rate For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the city at the rate of one and one half percent (1.5%) of any gross receipts of the retailer from the sale of all tangible personal property sold at retail in the city on and after the operative date of this article until December 31, 2030 and then at the rate of one percent (1 %) until ended by the voters. Sec. 35-205. - Place of sale. For the purposes of this article, all retail sales are consummated at the place of business of the retailer, unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the state or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the California Department of Tax and Fee Administration. Sec. 35-206.: Imposition of use tax — Use tax rate. An excise tax is hereby imposed on the storage, use, or other consumption in the city of tangible personal property purchased from any retailer on or after the operative date of this article, at the rate of one and one-half of one percent (1.5%) of the sales price of the property subject to the tax until December 31, 2030 and then at the rate of one percent (1 %) of the sales price of the property subject to the tax. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made. Sec. 35-207. - Adoption of provisions of state law — Generally. Except as otherwise provided in the article and except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with § 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this article as though fully set forth herein. Sec. 35-208. - Adoption of provisions of state law — Limitations; Limitations on collection of use taxes. In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code: 55C-30 (1) Wherever the State of California is named or referred to as the taxing agency, the name of this city shall be substituted therefor. However, the substitution shall not be made when; (A) The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; (B) The result of that substitution would require action to be taken by or against this city or any agency, officer, or employee thereof rather than by or against the California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this article. (C) In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to: (i) Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the state under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; (ii) Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code. (D) In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code. (2) The word "city" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203. Sec. 35-209. - Permit not required. If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this article. Sec. 35-210. - Exemptions and exclusions. (1) Measure of Tax. There shall be excluded from the measure of the transactions and use tax the amount of any sales tax or use tax 55C-31 imposed by the State of California or by any city, city and county, or county pursuant to the Bradley -Burns Uniform Local Sales and Use Tax Law or the amount of any state -administered transactions or use tax. (2) Transactions Tax Exemptions. There are exempted from the computation of the amount of transactions tax the gross receipts from: (A) Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government. (B) Sales of property to be used outside the city which is shipped to a point outside the city, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the city shall be satisfied: (i) With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out -of -city address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and (ii) With respect to commercial vehicles, by registration to a place of business out -of -city and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address. (C) The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date. (D) A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor Is obligated to lease the property for an amount fixed by the lease prior to the operative date. For the purposes of subsections (2)(C) and (2)(D) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which 55C-32 any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. (3) Use Tax Exemptions. There are exempted from the use tax imposed by this chapter, the storage, use or other consumption in this city of tangible personal property: (A) The gross receipts from the sale of which have been subject to a transactions tax under any state -administered transactions and use tax ordinance. (B) Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.9 of the Revenue and Taxation Code of the State of California. (C) If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date. (D) If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee Is obligated to lease the property for an amount fixed by a lease prior to the operative date. For the purposes of subsections (3)(C) and (3)(D) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. (4) Exemption from Collection of Use Tax. Except as provided in subsection (5), a retailer engaged in business in the city shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the city or participates within the city In making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the city or through any representative, agent, canvasser, solicitor, subsidiary, or person in the city under the authority of the retailer. 55C-33 (5) Retailer Not Exempt from Collection of Use Tax. "A retailer engaged in business in the city" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the city. (6) Credit Against Use Tax for Transactions Tax Paid Elsewhere. Any person subject to use tax under this chapter may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax. Sec. 35-211. - Adoption of amendments to state law. All amendments subsequent to the effective date of this chapter to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this article, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this article. Sec. 35-212. - Enjoining collection prohibited. No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action, or proceeding in any court against the State or the city, or against any officer of the State or the city, to prevent or enjoin the collection hereunder, or Parts 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected. Sec. 35-213. —Termination. The authority set forth in this Article VIl to Impose a retail transactions and use tax shall continue until such authority is terminated by the voters of the City in the manner provided by law. Sec. 35-214. - Oversight committee. The City Council shall, by resolution establish as citizen oversight committee to act in an advisory role to the City Council in reviewing the annual revenue and expenditures of funds from the tax authorized by this article. The 55C-34 resolution shall establish the committee members' terms, qualifications and duties, and the committee's scope of authority. Sec. 35-215. - Annual Audit. An annual audit of the revenue generated by the sales and use tax and the expenditures made will be conducted by an independent certified public accountant. Sec. 35-216. - Annual Expenditures Disclosure. The City of Santa Ana will publically disclose on an annual basis a list of expenditures made with sales and use tax monies for the preceding fiscal year. Sec. 35-217. — Sunset Provision. On December 31, 2030, the rate of one and one half percent (1.5%) will be reduced to one percent (1 %) until ended by the voters. SECTION 2. Effective Date. Pursuant to the California Constitution Article XIIIC(2)(b) and California Elections Code 9217, if the requisite number of qualified voters voting in the election on Measure " " vote in favor of the adoption of such measure, this ordinance shall be deemed valid and binding and shall be considered adopted upon the date that the vote is declared by the City Council, and shall go into effect ten (10) days after that date. SECTION 3. Severability. If any section, sentence, clause or phrase of this .ordinance is for any reason held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions of this Ordinance. The People of the City of Santa Ana hereby declare that they would have adopted this Ordinance irrespective of the invalidity of any particular portion thereof and intends that the invalid portions should be severed and the balance of the Ordinance be enforced. SECTION 4. Certification/Summary. Following the City Clerk's certification that the citizens of Santa Ana have approved this Ordinance, the Mayor shall sign this Ordinance and the City Clerk shall cause the same to be entered in the book or original ordinance of said City; and shall cause the same, or a summary thereof, to be published as required by law. PASSED, APPROVED, and ADOPTED by the People of the City of Santa Ana this 6th day of November, 2018. Mayor 55C-35 ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: W .4. Sonia R. Carvalho City Attorney 55C-36 RESOLUTION NO. 2018 -XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR THE PLACEMENT ON THE BALLOT OF A MEASURE FOR THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION FOR THE SUBMISSION TO THE QUALIFIED VOTERS OF A PROPOSED ORDINANCE REGARDING A GENERAL SALES TAX MEASURE AND PROVIDING FOR THE FILING OF ARGUMENT AND REBUTTAL STATEMENTS WHEREAS, pursuant to California Elections Code section 9222, the City Council has authority to place measures on the ballot to be considered at a General Municipal Election; and WHEREAS, pursuant to the law of the State of California, the City Council has called and ordered to be held in the City of Santa Ana, California, on Tuesday, November 6, 2018, a General Municipal Election; and WHEREAS, Revenue and Taxation Code section 7285.9 authorizes the City of Santa Ana ("City''), subject to approval by a majority vote of the qualified voters of the City voting in an election on the issue, to levy a transactions and use tax pursuant to the Transactions and Use Tax Law at a rate of 0.125% or any multiple thereof for general purposes and projects; and WHEREAS, Section 2(b) of Article XIII C of the California Constitution, added by Proposition 218 effective November, 1996, requires that the measure proposing a general tax be submitted to the voters at an election consolidated with a regularly scheduled general election for members of the governing body of the local government; and WHEREAS, pursuant to California Constitution Article XIII C, section 2 and Elections Code section 10201, the City has determined to submit a proposition to enact an ordinance establishing a transactions and use tax to the voters at the City's next regular election; NOW, THEREFORE the City Council of the City of Santa Ana does hereby resolve as follows: Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct and are hereby incorporated by reference. Section 2. Under the provisions of the California Elections Code, the following proposed amendment to the Santa Ana Municipal Code shall be submitted to the voters at the General Municipal Election to be held on November 6, 2018: Exhibit 3 55C-37 Yes To maintain effective 9-1-1 emergency response services by retaining firefighters, police officers, and paramedics; addressing homelessness/housing concerns and services; fixing potholes/streets; maintaining parks, after school programs, senior services, graffiti removal and unrestricted general revenue purposes; No shall the measure be adopted approving an ordinance establishing a one and one half (1.5%) percent sales tax providing approximately $60 million dollars annually until ended by the voters, requiring annual audits, citizen oversight, all funds only for Santa Ana? Section 3. Should said measure be approved by the requisite vote, the ordinance attached hereto as Exhibit A and incorporated by this reference shall be enacted. Section 4. That the text of the Ordinance to be submitted to the voters is attached to this Resolution as Exhibit "A" and incorporated herein by this reference ("Ordinance"). Section 5. That pursuant to Elections Code Section 9280, the City Council hereby directs the City Clerk to transmit a copy of the Ordinance to the City Attorney to prepare an impartial analysis of the Ordinance which shall not exceed 500 words in length. Section 6. That pursuant to Elections Code Section 9282, the City Council may file a written argument in favor of the Ordinance in accordance with Article 4, Chapter 3, Division 9 of the Elections Code and may change the argument as allowed by law. Section 7. That pursuant to Elections Code Section 9287, if more than one argument for or more than one argument against the Ordinance is submitted to the City Clerk within the time prescribed by law, he or she shall select one of the arguments in favor and one of the arguments against the Ordinance for printing and distribution to the voters, giving preference in such selection in the following order: 1. The City Council, or a member or members of the City Council authorized by the City Council. 2. Bona fide associations of citizens. 3. Individual voters who are eligible to vote on the Ordinance. 55C-38 Section 8, That pursuant to Elections Code Sections 9220 and 9285, when the City Clerk has selected the arguments for and against the Ordinance which will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the Ordinance to the author or authors of the argument against, and copies of the argument against the Ordinance to the author or authors of the argument in favor. The author or authors may submit a rebuttal argument to the direct argument not exceeding 250 words. Rebuttal arguments shall be printed in the same manner as the direct arguments and shall immediately follow the direct argument which it seeks to rebut. All previous resolutions providing for the filing of rebuttal arguments for City measures are repealed, and this Section shall only apply to the election on the Ordinance to be held on November 6, 2018. Section 9. In accordance with Section 10002 of the Elections Code, the Board of Supervisors Orange County is hereby requested to consent to the Registrar of Voters rendering election services to the City as may be requested by the City Clerk of said City, the County of Orange to be reimbursed in full for such services as are performed. The Board of Supervisors of Orange County is also requested to consent and agree to the consolidation of the General Election with any other election occurring on November 6, 2018, and the City hereby consents to any such consolidation. Section 10. The election services which the City requests of the Registrar of Voters, or such other official as may be appropriate to perform, and which such officer is hereby authorized and directed to perform if the said Board of Supervisors consents, include: the preparation, printing and mailing of sample ballots and polling place cards, the establishment or appointment of precincts, polling places, and election officers, opening and closing of polling places, and making such publications as are required by law in connection therewith; the furnishing of ballots, voting booths and other necessary supplies or materials for polling places, the canvassing of the returns of the election and the furnishing of the results of such canvassing to the City Clerk, and the performance of such other election services as may be requested by said City Clerk. Section 11. That the polls for the election shall be open at seven o'clock a.m. of the day of the election and shall remain open continuously from that time until eight o'clock p.m. of the same day when the polls shall be closed, pursuant to California Elections Code Section 10242 and Section 14212, except as provided in California Elections Code Section 14401 or any other provision of law. Section 12. All persons qualified to vote at municipal elections in the City on the day of the election herein provided for shall be qualified to vote on the Ordinance hereby submitted at the General Municipal Election, Section 13. In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding general municipal elections in the City. 55C-39 Section 14. Notice of the time and place of holding the General Municipal Election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in the time, form and manner as required by law. Section 15. The City Clerk shall receive the canvass as it pertains to the General Municipal Election, and shall certify the results to this City Council, as required by law. Section 16. If any section, subsection, sentence, clause, phrase or provision of this Resolution or the application thereof to any person or circumstances is held invalid or unconstitutional by any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity of any other provision or applications, and to this end the provisions of this Resolution are declared to be severable. The City Council hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, phrase or provision thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or provisions thereof be declared invalid or unconstitutional. Section 17. Pursuant to California Elections Code section 9295, this Resolution and the attached Ordinance will be available for public examination for no fewer than ten (10) calendar days prior to being submitted for printing in the sample ballot. The examination period will end on the day that is seventy-five (75) days prior to the date set for the election. Section 18. This Resolution shall take effect immediately upon its adoption by a majority of the City Council. Section 19, The City Clerk of the City of Santa Ana is hereby directed to certify to the passage and adoption of this Resolution and to file a certified copy of this Resolution with the Board of Supervisors of Orange County and the Registrar of Voters of Orange County at least eighty-eight (88) days before the date of the election. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Santa Ana, California, at its regular meeting held on the _ day of July, 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor 55C-40 ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: 'TaW10, A. R Sonia R. Carvalho City Attomey 55C-41 EXHIBIT A ORDINANCE NO. AN ORDINANCE OF THE CITY OF SANTA ANA ADDING ARTICLE VII TO CHAPTER 35 OF THE SANTA ANA MUNICIPAL CODE RELATED TO A TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION The City Council of the City of Santa Ana does ordain as follows: Section 1. Authority. The City Council and the Voters of the City of Santa Ana enact this Ordinance in accordance with the authority granted to cities by Article XI, Section 7 of the California Constitution and Section 7285.9 of the California Revenue and Taxation Code. Section 2. Addition of article. Article VII is hereby added to Chapter 35 of the Santa Ana Municipal Code to read as follows: ARTICLE VII.- TRANSACTIONS AND USE TAX Sec. 35-200. - Short title. This article shall be known as the "Transactions and Use Tax" and shall be applicable in the incorporated territory of the City of Santa Ana ('city"). Sec. 35-201. - Definitions. For the purpose of this article the following words terms shall have the meaning given in this section: "In the city" means and includes all territory within the city limits. "Operative Date" means the first day of the first calendar quarter commencing more than 110 days after the later of the adoption of this chapter and the approval by the voters of the city of a measure approving the imposition of an increased transactions and use tax; provided that, if the city shall not have entered into a contract with the California Department of Tax and Fee Administration as required by section 35-203, prior to such date, the operative date shall be the first day of the first calendar quarter following the execution of such a contract. Sec. 35-202 - Purpose. This article of the Santa Ana Municipal Code has been adopted for the following purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes: 55C-42 (1) To impose a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.9 of Part 1.7 of Division 2, which authorizes the city to adopt this tax. This article shall be operative if a majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose. (2) To adopt a retail transactions and use tax that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1.6 of Division 2 of the Revenue and Taxation Code. (3) To adopt a retail transactions and use tax that imposes a tax and provides a measure therefor that can be administered and collected by the California Department of Tax and Fee Administration in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the California Department of Tax and Fee Administration in administering and collecting the California State Sales and Use Taxes. (4) To adopt a retail transactions and use tax that can be administered in a manner that will, to the greatest degree possible, be consistent with the provisions of Parts 1.6 of Division 2 of the said Revenue and Taxation Code, and thereby minimize the cost of collecting city transactions and use taxes, and at the same time minimize the burden of record keeping upon persons subject to taxation under the provisions thereof. Sec. 35-203. - Contract with state. Prior to the operative date, the city shall contract with the California Department of Tax and Fee Administration to perform all functions incidental to the administration and operation of this transactions and use tax ordinance. If the city has not contracted with the California Department of Tax and Fee Administration prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract. The city council may make any technical amendments to this article required by the California Department of Tax and Fee Administration, except for any changes affecting the tax rate, tax methodology, or its manner of collection. Sec. 35-204. - Imposition of transactions and use tax — Rate. For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the city 55C-43 at the rate of one and a half percent (1.5%) of any gross receipts of the retailer from the sale of all tangible personal property sold at retail in the city on and after the operative date of this chapter. Sec. 35-205. - Place of sale. For the purposes of this article, all retail sales are consummated at the place of business of the retailer, unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the state or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the California Department of Tax and Fee Administration. Sec. 35-206. - Imposition of use tax — Use tax rate. An excise tax is hereby imposed on the storage, use, or other consumption in the city of tangible personal property purchased from any retailer on or after the operative date of this article, at the rate of one and a half percent (1.5%) of the sales price of the property subject to the tax. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made. Sec. 35-207. - Adoption of provisions of state law — Generally. Except as otherwise provided in the article and except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with § 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this article as though fully set forth herein. Sec. 35-208. - Adoption of provisions of state law — Limitations; Limitations on collection of use taxes. In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code: (1) Wherever the State of California is named or referred to as the taxing agency, the name of this city shall be substituted therefor. However, the substitution shall not be made when: (A) The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; 55C-44 (A) The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; (B) The result of that substitution would require action to be taken by or against this city or any agency, officer, or employee thereof rather than by or against the California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this article. (C) In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to; (i) Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the state under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; (ii) Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code. (D) In Sections 6701, 6702 (except in the last. sentence thereof), 6711,-6715, 6737, 6797 or 6828 of the Revenue and Taxation Code. (2) The word "city" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203. Sec. 35-209 - Permit not required. If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this article. Sec. 35-210. - Exemptions and exclusions. (1) Measure of Tax. There shall be excluded from the measure of the transactions and use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley -Burns Uniform Local Sales and Use Tax Law or the amount of any state -administered transactions or use tax. 55C-45 (2) Transactions Tax Exemptions. There are exempted from the computation of the amount of transactions tax the gross receipts from: (A) Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government. (B) Sales of property to be used outside the city which is shipped to a point outside the city, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the city shall be satisfied: (i) With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out -of -city address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and (ii) With respect to commercial vehicles, by registration to a place of business out -of -city and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address. (C) The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date. (D) A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date. For the purposes of subsections (2)(C) and (2)(D) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. 55C-46 (3) Use Tax Exemptions. There are exempted from the use tax imposed by this article, the storage, use or other consumption in this city of tangible personal property: (A) The gross receipts from the sale of which have been subject to a transactions tax under any state -administered transactions and use tax ordinance. (B) Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California. (C) If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date. (D) If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date. For the purposes of subsections (3)(C) and (3)(D) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. (4) Exemption from Collection of Use Tax. Except as provided in subsection (5), a retailer engaged in business in the city shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the city or participates within the city in making the sale of the property, Including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the city or through any representative, agent, canvasser, solicitor, subsidiary, or person in the city under the authority of the retailer. (5) Retailer Not Exempt from Collection of Use Tax. "A retailer engaged in business in the city" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 55C-47 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the city. (6) Credit Against Use Tax for Transactions Tax Paid Elsewhere. Any person subject to use tax under this article may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax. Sec. 35-211. - Adoption of amendments to state law. All amendments subsequent to the effective date of this article to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1,6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this article, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this article. Sec. 35-212.- Enjoining collection prohibited. No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action, or proceeding in any court against the State or the city, or against any officer of the State or the city, to prevent or enjoin the collection hereunder, or Parts 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected. Sec. 35-213. — Termination. The authority set forth in this article to impose a retail transactions and use tax shall continue until such authority is terminated by the voters of the City in the manner provided by law. Sec. 35-214. - Oversight committee. The City Council shall, by resolution establish as citizen oversight committee to act in an advisory role to the City Council in reviewing the annual revenue and expenditures of funds from the tax authorized by this article. The resolution shall establish the committee members' terms, qualifications and duties, and the committee's scope of authority. 55C-48 Sec. 35-215. - Annual Audit. An annual audit of the revenue generated by the sales and use tax and the expenditures made will be conducted by an independent certified public accountant. Sec. 35-216. - Annual Expenditures Disclosure. The City of Santa Ana will publically disclose on an annual basis a list of expenditures made with sales and use tax monies for the preceding fiscal year. SECTION 2. Effective Date, Pursuant to the California Constitution Article XIIIC(2)(b) and California Elections Code 9217, if the requisite number of qualified voters voting in the election on Measure " " vote in favor of the adoption of such measure, this ordinance shall be deemed valid and binding and shall be considered adopted upon the date that the vote is declared by the City Council, and shall go Into effect ten (10) days after that date. SECTION 3. Severability. If any section, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions of this Ordinance. The People of the City of Santa Ana hereby declare that they would have adopted this Ordinance irrespective of the invalidity of any particular portion thereof and intends that the invalid portions should be severed and the balance of the Ordinance be enforced. SECTION 4. Certification/Summary. Following the City, Clerk's certification that the citizens of Santa Ana have approved this Ordinance, the Mayor shall sign this Ordinance and the City Clerk shall cause the same to be entered in the book or original ordinance of said City; and shall cause the same, or a summary thereof, to be published as required by law. PASSED, APPROVED, and ADOPTED by the People of the City of Santa Ana this 6t' day of November, 2018. ATTEST: Maria D. Huizar City Clerk Mayor 55C-49 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney 55C-50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: ADOPT RESOLUTION APPROVING CITY'S ANNUAL STATEMENT OF INVESTMENT POLICY 2018-19; RECEIVE AND FILE ANNUAL STATEMENT OF INVESTMENT POLICY 2018-19 {STRATEGIC PLAN NO. 4, 11 ME ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r_1,:j:Z•PIOW ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a Resolution approving the City's 2018-2019 Investment Policy. 2. Receive and file the Annual Statement of Investment Policy 2018-2019. DISCUSSION In accordance with State law, the Finance and Management Services Agency annually submits a resolution approving the City's Investment Policy and the Annual Statement of Investment (Exhibit 1). The investment policy outlines the following primary goals: • To assure compliance with all Federal, State, and local laws governing the investment of monies. • To provide for the safety of principal. • To provide for the maintenance of sufficient liquidity; and • To provide an investment return within the parameters of the Statement of Investment Policy and Investment Portfolio guidelines. The investment policy applies to all financial assets of the City with the exception of individual employee retirement contribution funds and deferred compensation which are specifically excluded. Bond Proceeds are restricted and are invested in compliance of this investment policy following the specific requirements of their applicable bond resolutions. Staff continuously evaluates the City's policy with regards to industry standards and best practices to determine if any newly adopted state rules or regulations are required to be incorporated within the document or if any industry enhancements are recommended. As a result of staffs research and analysis additional substantive changes were recommended for this year's Annual Statement of Investment Policy (Exhibit 2) along with a re -certification of the policy by the Investment Policy Certification 55D-1 Annual Statement of Investment Policy July 17, 2018 Page 2 Committee of the Association of Public Treasurers of the United States & Canada and the California Municipal Treasurers Association. The substantive changes listed below have been incorporated into the recommended City of Santa Ana Investment Policy Statement for 2018-2019. These changes in large part reflect new certification organization requirements mirroring the policy consensus of the Association of Public Treasurers of the United States & Canada and the California Municipal Treasurers Association. The changes include, but are not limited to the following: • Added section on Delegation of Authority • Ethics and Conflicts of Interest — Addition of Statement of Economic Interest (Form 700) • Re -introduction of Repurchase Agreements as an authorized investment type • Added section on Suitability of Investments • Added section on Investment Pools/Mutual Funds • Added section on Maximum Maturities • Added section on Performance Standards • Added sections on Policy Considerations, Policy Review, Certification and Adoption • Addition of Table of Contents with section and subsection numbering • Addition of Glossaries (Glossary of Referenced Terms — City of Santa Ana Investment Policy & Related California Code Terms, Glossary of Additional Common Public Local Agency Investment Terms) STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal No. 4 City Financial Stability, Objective No. 1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Nkh Ift Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Resolution 2. Annual Statement of Investment Policy 55D-2 Wv OMI I M -A Iain RESOLUTION NO.2018-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of Santa Ana hereby finds, determines and declares as follows: A. California Government Code §53646, provides that each city may have a written statement of investment policy to govern investment of the City's monies. B. Pursuant to §53646, the City Treasurer shall annually submit a statement of investment policy for City Council consideration. C. The City Treasurer has submitted the attached Statement of Investment Policy to this Council at its regular meeting of July 3, 2018, for its consideration. Section 2. The City Council of the City of Santa Ana has duly considered and approves the City's Statement of Investment Policy submitted by the City Treasurer. Section 3. The City Treasurer shall submit quarterly reports to the City Council stating all investments made in the preceding quarter and that such investments have been made in conformance with the City's investment policy. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2018. Miguel A. Pulido Mayor Resolution No. 2018-xx Page 1 of 2 5501-3 APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: C �! Lisa Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: Resolution No. 2018 -XXX Page 2 of 2 Clerk of Council City of Santa Ana 55D-4 JULY 17, 2018 SA F 0 EXHIBIT 2 CIN of Santa Ana INVESTMENT POLICY STATEMENT 2018=19 TABLE OF CONTENTS Page Introduction...............................................................................................................................1 1.0 Policy..............................................................................................................................1 2.0 Scope.............................................................................................................................1 3.0 Prudence.........................................................................................................................2 4.0 Objectives........................................................................................................................3 5.0 Delegation of Authority....................................................................................................6 6.0 Ethics and Conflicts of Interest........................................................................................7 7.0 Authorized Financial Institutions and Qualified Broker-Dealers..........................................7 8.0 Authorized and Suitable Investments.....................................................................8 9.0 Prohibited Investments and Investment Practices.........................................................13 10.0 Investment Pools/Mutual Funds....................................................................................14 11.0 Collateral/Security for Deposit of Public Funds..............................................................16 12.0 Safekeeping and Custody.............................................................................................16 13.0 Diversification................................................................................................................16 14.0 Maximum Maturities......................................................................................................17 15.0 Internal Controls............................................................................................................18 16.0 Performance Standards................................................................................................19 17.0 Reporting......................................................................................................................19 18.0 Policy Consideration.....................................................................................................20 19.0 Policy Review, Certification, and Adoption....................................................................21 20.0 Appendices and Glossaries............................................................................................22 Appendix I - (Table of Contents) / California Investment Code Abstracts ......................22 Appendix II - Local Agency Investment Guidelines / Allowable Investment Guidelines ...i Appendix III — Glossary of Referenced Terms — City of Santa Ana Investment Policy & Related California Codes...................................................................... A Appendix IV — Glossary of Additional Common Public Local Agency Investment Terms..l City of Santa - Annual July 1, 2018 - Statement of Investment Policy Tab991,Q-tra June 30, 2019 CITY OF SANTA ANA ANNUAL STATEMENT OF INVESTMENT POLICY JULY 2018 INTRODUCTION: The purpose of this Statement of Investment Policy is intended to provide specific criteria for the prudent investment of City of Santa Ana (City) funds and to set investment objectives, policies, establish guidelines, and define responsibilities for the investment of idle or unexpended funds for the City. The ultimate investment goal is to enhance the economic status of the City while protecting funds under management and meeting the daily cash flow demands of the City. 1.0 POLICY The policy of the City of Santa Ana is to invest idle or unexpended funds within the scope of this investment policy in a prudent and suitable manner that will provide, within the parameters of this investment policy, the highest reasonable investment return relative to the risk being assumed while maintaining maximum security and meeting all cash flow demands. This policy is intended to comply with Federal law and the Code of California for investment of public funds. In instances in which this policy is more restrictive than Federal or State law, this policy shall be controlling. This policy is fixed and general in nature; it defines authorized investments and guides the investment decisions and security selection process. The City's Investment policy will be regularly reviewed and adjusted to create an investment portfolio that is suitable for the City given current conditions. 2.0 SCOPE 2.1 Applicability of Investment Policv This investment policy applies to all funds and investment transactions of the City. These funds are accounted for in the Comprehensive Annual Financial Report, which includes the following: • General Fund • Special Revenue Funds • Capital Projects Funds (includes restricted bond proceeds) • Enterprise Funds (includes restricted bond proceeds) • Trust and Agency Funds • Internal Service Funds • Any new fund created by the City of Santa Ana, unless specifically exempted City of Santa Annual pp July 1, 2018 Statement of Investment Policy 5v� �7 June 30, 2019 The restricted bond proceeds are invested in compliance with this investment policy and applicable bond resolutions. Individual employee retirement contribution funds and deferred compensation are excluded from this policy. 2.2 Poolina of Funds Except for cash in certain restricted and special funds, the City of Santa Ana will consolidate cash balances from all funds to maximize investment earnings and to increase efficiencies with regard to investment pricing, safekeeping and administration. Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles. 3.0 PRUDENCE 3.1 Standard of Care — Prudent Investor The City investment program shall be managed in a professional and prudent manner worthy of the public trust and review. The standard of prudence to be used by City investment officials shall be the "prudent investor rule" standard and shall be applied in the context of managing the overall investment portfolio. The "prudent investor rule" provides, pursuant to California Government Code Section 53600.3, that investments shall be made with judgment and care. When investing, reinvesting or managing public funds a trustee shall act with care, skill, prudence and diligence under circumstances then prevailing. Investment officers acting in accordance with written procedures and this investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from exceptions are reported in a timely fashion and the liquidity and the sale of securities are carried out in accordance with the terms of this policy. The City is governed by the California Government Code, Sections 16429.1 and Title 5, Division 2, Part 1, Chapter 4, entitled Financial Affairs, commencing with section 53630. Each investment transaction and the entire portfolio must comply with California Government Code, Sections 53600 and 53635 et seq. and this policy. 3.2 Written Investment Procedures City investment officials shall establish written investment procedures consistent with this investment policy for the operation of the investment program. Procedures should include but not be limited to: authorized personnel, segregation of duties, internal controls, wire transfer agreements, daily cash flow review, basis for awarding bids, portfolio inventory, and reporting. The procedures document is intended to provide guidance for staff and to provide continuity in the event of an interruption of services of the Treasury and Customer Services Manager and/or Assistant Finance Director. City of Santa - Annual0 p��EEee ZZ July 1, 2018 - Statement of Investment Policy C —$ June 30, 2019 EXII The primary objectives, in priority order, for the City of Santa Ana's investment activities shall be Safety, Liquidity, and Yield: 4.1 Safety Of Principal Safety of principal is the foremost objective of the City of Santa Ana, care must be taken to ensure the preservation of capital and the protection of principal. Each investment transaction shall be undertaken in a manner that seeks to ensure preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and interest rate risk by following guideline listed below. A. Credit Risk Credit Risk is the risk of loss due to the failure of the security issuer or backer to redeem the outstanding debt at the stated maturity date. Credit risk also applies to the overall market perception of the financial strength and capacity of the issuer. The City of Santa Ana will minimize credit risk by: Limiting investments to authorized investments as set forth in Section 10.0 of this investment policy; ii. Pre -qualifying the financial institutions, broker/dealers, intermediaries, and advisors with which the City will do business; iii. Diversifying the investment portfolio so that potential losses on individual securities will be minimized. iv. Holding a minimum percentage of the total portfolio in highly marketable short-term treasuries, checking with interest, government pooled account, or a combination of all three. The minimum percentage shall be set monthly by the City of Santa Ana Investment Committee based on a rolling twenty-four month analysis of the City's minimum cash position requirements adjusted for any exceptional anticipated cash out flows. B. Market or Interest Rate Risk Market or interest rate risk is the. risk that the market value of securities in the portfolio may fall due to changes in general interest rates. The City of Santa Ana will minimize interest market interest rates, by: Structuring the Fund so that securities mature to meet cash requirements for ongoing operations, thereby avoiding the City of Santa - Annual July 1, 2018 - Statement of Investment Policy 69IJ-9 June 30, 2019 need to sell securities on the open market prior to maturity, and ii. Purchasing investments with the intent to hold until maturity; and iii. By investing operating funds primarily in shorter -term securities, money market mutual funds, or similar investment pools and limiting the average maturity of the portfolio in accordance with this policy. 4.2 Liquidity The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs to meet anticipated demands (static liquidity). Furthermore, since all possible cash demands cannot be anticipated, the portfolio should consist largely of securities with active secondary or resale markets (dynamic liquidity). The City's cash flow shall be updated on a daily basis and will be considered prior to the investment of securities, which will reduce the necessity to sell investments for liquidity purposes. 4.3. Yield The City's investment portfolio shall be designed with the objective of attaining a market -average rate of return throughout budgetary and economic cycles taking into account the investment risk constraints and liquidity needs. The return on investments is to be accorded secondary importance compared to the safety and liquidity objectives described above. The core of investments will focus on relatively low risk securities with an expectation of earning a reasonable return relative to the risk being assumed. It is the general policy of the City to hold investments until market value equals or exceeds amortized cost or book value of the security. Securities shall not be sold prior to maturity with the following exceptions: A. a declining credit security could be sold early to minimize loss of principal; B. a simultaneous purchase of a security and the sale of another (security swap) to enhance the quality, yield, or target duration in the portfolio; or C. a sale of a specific security prior to its maturity and a capital gain or loss recorded in order to improve the credit quality, liquidity, or rate of return of the portfolio in response to market conditions and/or City risk preferences. City of Santa - Annual pE July 1, 2018 - Statement of Investment Policy 599 1 0 June 30, 2019 D. general liquidity needs of the investment portfolio require that a security be sold; E. prepayment of City debt or contribution servicing obligation. In the event the City is presented with an option for prepayment of a City debt or contribution servicing obligation, the following analysis will be conducted by Treasury investment staff with regards to a comparison between the amortized savings which may be realized by exercising such prepayment option and: L the current portfolio yield; ii. the trend of the debt or contribution servicing obligation; iii. whether variances in the trend are substantial; iv. the City's net cash position; and v. the market value of investment instrument(s) recommended by Treasury staff to be liquidated to fulfill a prepayment election. Upon completion of said analysis, a recommendation shall be presented to the Investment Advisory Committee for consideration for approval or rejection. When selling a security prior to maturity, City investment officials and/or officers (see generally subsection 5.1 at seq. - Investment Authority and Responsibility) must be prepared to justify the reasons and explain any gains or losses. Compliance with the investment policy does not measure return, but rather manages risk. Policy compliance does not provide a benchmark to meet or exceed, but is a model to follow. The City will benchmark its investment portfolio performance to the appropriate "treasuries constant maturity' rate based on portfolio maturities of the investment plan. The City shall strive to maintain one hundred percent (100%) investment of idle funds after consideration for a compensating balance to cover the cost of services provided by the City's depository bank. The funds available for investment are determined by cash flow projections updated daily. Investments are monitored so that legal limits on types of investments are not exceeded. City of Santa - Annual July 1, 2018 - Statement of Investment Policy 5tb i 1 June 30, 2019 5.0 DELGATION OF AUTHORITY 5.1 Investment Authority and Responsibility The authority for conducting investment transactions resides with the Executive Director of Finance and Management Services Agency (FMSA) as chief fiscal officer and ex officio City Treasurer. The Executive Director for (FMSA) under the general direction of the City Council, shall be responsible for all investment transactions undertaken and shall establish a system of controls to regulate the investment activities of subordinate officials. 5.2 Delegation of Authority The Executive Director for FMSA or his/her designees shall invest all funds for the City in accordance with the City adopted investment policy. The Executive Director for FMSA hereby delegates day-to-day responsibility for the investment of City funds first to the FMSA Treasury and Customer Services Manager, holding managerial and supervisory responsibility over the treasury and investment functions of the FMSA Treasury and Customer Service Division (Treasury), and second, in an acting oversight capacity, to the Assistant Director of Finance, holding assistant executive management responsibilities over FMSA. Each designee shall act in accordance with the established policies and internal controls set forth in the investment policy. 5.3 Assignment of Activities Supporting and ancillary activities, including but not limited to: cash flow analysis, municipal or corporate bond credit worthiness evaluation, investment risk assessment, portfolio analysis, purchase and sale recommendation, safekeeping, policy and investment procedures review recommendation, and monthly and quarterly reporting, may be assigned to qualified persons within Treasury as deemed appropriate by the Treasury and Customer Services Manager and/or Assistant Finance Director. 5.4 Qualified Persons Qualified persons shall refer to: (1) persons holding either a California Municipal Treasurers Association, California Treasury Certificate and/or Certified California Municipal Treasurer Certificate; or an Association of Public Treasurers of the United States and Canada, Certified Public Finance Administrator Certificate, or a National Association of State Treasurers Certificate in Public Treasury Management; or (2) persons who are performing investment related duties under the guidance and direction of certificate holders. City of Santa - Annual paE� July 1, 2018 6 - Statement of Investment Policy 5 C ^1 2June 30, 2019 6.0 ETHICS AND CONFLICTS OF INTEREST 6.1 Investment Officials and Officers Investment officials, officers, and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution and management of the investment program, or that could impair their ability to make impartial decisions. Investment officials, officers and employees shall disclose any material interests in financial institutions with which they conduct business. They shall further disclose any personal financial/investment positions that could be related to the performance of the investment portfolio. Investment officials, officers and employees shall refrain from undertaking personal investment transactions with the same individual with whom business is conducted on behalf of the City of Santa Ana. 6.2 Statement of Economic Interests Investment officials and officers authorized to approve investment decisions shall be required to submit an annual Statement of Economic Interests, also known as a Form 700 in accordance with California Government Code, Section 1090 et seq. The Form 700 provides transparency and ensures accountability in two ways: 1) It provides necessary information to the public about official's/officer's personal financial interests to ensure that officials and officers are making decisions in the best interest of the public and not enhancing their personal finances. 2) It serves as a reminder to the public official of potential conflicts of interest so the official or officer can abstain from making or participating in governmental decisions that are deemed conflicts of interest. 7.0 AUTHORIZED FINANCIAL INSTITUTIONS AND QUALIFIED BROKER-DEALERS 7.1 Authorized Financial Institutions The City shall transact business only with banks, savings and loans and registered investment securities dealers. 7.2 Qualified Broker -Dealers The purchase by the City of any investment other than those purchased directly from the issuer, shall be purchased either from an institution licensed by the State as a Broker -Dealer, as defined in Section 25004 of the Corporations Code and registered with Financial Industry Regulatory Authority (FINRA), or a member of a Federally regulated securities exchange, a National or State -Chartered Bank, a Federal or State Association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank, and who is registered with FINRA. City of Santa - Annual July 1, 2018 - Statement of Investment Policy d1M 1 3 June 30, 2019 7.3 Selection Process - City of Santa Ana Broker -Dealer Questionnaire The City's Treasury investment staff shall investigate all institutions which wish to do business with the City as a Qualified City of Santa Ana Broker -Dealer, in order to determine if they are adequately capitalized, make markets in securities appropriate to the City's needs, certify having read and understood the City of Santa Ana Annual Statement of Investment Policy and agreeing to abide by the conditions set forth therein. This will be done by having the Financial Institutions complete and return the appropriate City of Santa Ana Broker -Dealer Questionnaire, along with their most current FINRA Report and Audited Financial Statement (available within one -hundred, twenty (120) days of the Institution's fiscal year-end). Audited Financial Statements may be made available online. Financial Institutions currently certified as Qualified City of Santa Ana Broker -Dealers shall complete and return the appropriate City of Santa Ana Broker -Dealer Questionnaire bi-annually, but shall be subject to the Audited Financial Statement and FINRA annual reporting requirements annually. However, if the interaction with a currently certified Qualified City of Santa Ana Broker -Dealer is limited to investment trades through an electronic trading platform, then the Broker -Dealer is exempt from completion of a questionnaire, but shall remain subject to the Audited Financial Statement and FINRA reporting requirements annually. 7.4 Selection Criteria In selecting external Broker -Dealers, past performance, stability, financial strength, reputation, area of expertise, and willingness and ability to provide the highest investment return at the lowest cost to the City within the parameters of this Investment policy and the California Government Code shall be primary considerations. Investment staff will only conduct business with registered representatives of broker-dealers that have a minimum of three (3) years continuous experience working for a primary dealer or five (5) years continuous experience working for a non -primary dealer. Investment staff will only purchase or sell securities from registered representatives that possess an active Series 7 license, an active Series 66 license, or an active Series 63 license, and who submit a FINRA form U4 (employment history) and a current FINRA form U5 Disclosure Statement and have completed the City's Broker -Dealer questionnaire. 7.5 List of Approved Financial Institutions/Qualified Broker -Dealers The Treasury and Customer Services Manager shall maintain a list of Financial Institutions/Qualified Broker -Dealers authorized to provide investment services to the City, along with their FINRA Report. 8.0 AUTHORIZED AND SUITABLE INVESTMENTS 8.1 Allowable Investment Instruments — State Law California Government Code Section 53601 establishes allowable investment City of Santa - Annual $ pa�C July 1, 2018 - Statement of Investment Policy 5 C ^ 1 4 June 30, 2019 instruments applicable to all local agencies along with maximum maturities, maximum specified percentages of total portfolio, and minimum quality requirements. Section 53601.1 authorizes local agencies to invest in financial futures or financial option contracts in any of the allowable investment categories enumerated in section 53601. 8.2 Authorized Investments City of Santa Ana further restricts permitted investments to those listed below and where applicable, Santa Ana may reduce maximum maturities, or maximum specified percentages of total portfolio (concentration limits), and may increase minimum quality requirements. Within this scope, the City diversifies its investments by types of investments, maturity dates, concentration limits, and quality requirements. A. United States Treasury Bills, Notes, and Bonds, for which the full faith and credit of the United States are pledged for payment of principal and interest. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. 91 Sponsored Enterprise. Federal Agency Issues include, but are not limited to GNMA (Government National Mortgage Association), FFCB (Federal Farm Credit Bank), FHLB (Federal Home Loan Bank), FHLMC (Federal Home Loan Mortgage Corporation), FNMA (Federal National Mortgage Association), FHA (Federal Housing Administration), and TVA (Tennessee Valley Authority). Although there is no percentage limitation on these issues, purchases of this category shall not exceed five years to maturity and the "prudent investor" rule shall apply for a single agency name as U.S. Government backing is implied rather than guaranteed. C. Supranational Obligations in United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International the United States. Investments under this subdivision shall be rated "AK or better by an NRSRO and shall not exceed thirty (30%) percent of the cost value of the investment portfolio. D. Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as banker's acceptances, which are eligible for purchase by the Federal Reserve System. Purchases of banker's acceptances may not exceed one hundred eighty (180) days or forty percent (40%) of the cost value of the Fund which may be invested pursuant to this section. However, no more than thirty percent (30%) of the City's cost value of the investment portfolio may City of Santa - Annual ¢� July 1, 2018 - Statement of Investment Policy �R �9 5 June 30, 2019 be invested in the banker's acceptances of any one commercial bank pursuant to this section. E. Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a Nationally Recognized Statistical Rating Organization (NRSRO). The entity that issues the commercial paper shall be organized and operating within the United States, as a general corporation, shall have total assets in excess of five -hundred, million dollars ($500,000,000), and has debt other than commercial paper, if any, that is rated "A" or higher by NRSRO. The entity is organized within the United States as a special purpose corporation, trust, or limited liability company; has program wide credit enhancements including, but not limited to: over -collateralization, letters of credit, or a surety bond; has commercial paper that is rated "A-1" or higher, or the equivalent, by an NRSRO Eligible commercial paper shall have a maximum maturity of two hundred seventy (270) days or less. The City may purchase no more than ten percent (10%) of the outstanding commercial paper of any single corporate issue. Purchases of commercial paper may not exceed twenty-five percent (25%) of the investment portfolio. F. Repurchase Agreements. For purposes of this section, the term "repurchase agreement' means a purchase of securities by the local agency pursuant to an agreement by which the seller will repurchase the securities on or before a specified date and for a specified amount and will deliver the underlying securities to a third -party custodian. The City may invest in repurchase agreements with primary dealers of the Federal Reserve with which the City has entered into a Securities Industry and Financial Markets Association (SIFMA) Master Repurchase Agreement (MRA) which specifies terms and conditions of repurchase agreements. The market value of securities used as collateral for repurchase agreements shall not be allowed to fall below one hundred two percent (102%) of the value of the repurchase agreement and shall be adjusted no less than quarterly by the tri -party custodial agent. The investments in repurchase agreements shall be in compliance if the underlying securities are brought back up to one hundred two percent (102%) no later than the next business day. The underlying collateral shall be limited to United States Government Treasury Bills, Notes, and Bonds, or obligations issued by a Federal Agency or United States Government Sponsored Enterprises obligations. Upon the written approval of the Executive Director for FMSA, substituted securities may be pledged for collateral but shall consist only of investments permitted within this investment policy with a maximum maturity of five (5) years. If there is a default of the broker, the collateral securities can be sold. Since the securities are valued daily, it is likely that the sale proceeds will equal or exceed the value of the repurchase agreement amount. Purchases in this category shall not exceed one (1) year or twenty percent (20%) of the cost value of the investment portfolio. Retail repurchase agreements and reverse agreements shall not be authorized for purchase. City of Santa - Annual pagQe 10 July 1, 2018 - Statement of Investment Policy 1'1 June 30, 2019 G. Negotiable certificates of deposit issued by a nationally or state -chartered bank, a savings association or a federal association (as defined by Section 5902 of the Financial Code), a state or federal credit union or by a state -licensed branch of a foreign bank. However, the City shall not invest in negotiable certificates of deposit issued by a state or federal credit union if a member of the City Council or any City personnel with investment decision making authority also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. The City's investment in negotiable certificates of deposit may not exceed thirty percent (30%) of the cost value of the investment portfolio. The amount so invested shall be subject to the limitations of Government Code Section 53638 which generally provides that the deposit shall not exceed the shareholders equity of any depository bank, or the total net worth of any depository savings association or federal association, or the total of the unimpaired capital and surplus of an insured industrial loan company. Purchases of this category shall not exceed five years to maturity. H. Local Agency Investment Fund - State Pool. The City may invest in the Local Agency Investment Fund (LAIF) established by the State Treasurer under California Government Code Section 16429.1 for the benefit of local agencies. LAIF provides daily liquidity; therefore, there is no final stated maturity for this investment category. Although there is no percentage limitation on this fund, the "prudent investor" rule shall apply for a single agency name. In keeping with LAIF deposit limit investments, City LAIF investments shall not exceed $65 million, unless a greater deposit limit for regular accounts is authorized by the State Treasurer during the term of this Statement of Investment Policy, in which case City LAIF investments may increase up to that limit. City of Santa Ana Bonds. The City may invest in bonds issued by the City or agency of the City including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the City or agency of the City. The City shall at all times adhere to restrictions and limitations of the bond indenture. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. J. Other State of California Local Agency Bonds. The City may invest in other State of California Local Agency Bonds. notes, warrants or other evidence of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. City of Santa - Annual July 1, 2018 - Statement of Investment Policy 5' bll 7 June 30, 2019 K. Medium Term Corporate Notes (MTN) defined as all corporate and depository by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment shall be rated in a rating category of "A" or its equivalent or better by a nationally recognized rating service. Purchases in this category shall not exceed five (5) years to maturity or thirty percent (30%) of the cost value of the investment portfolio. Purchases in a single issuer in this category shall not exceed five percent (5%) of the cost value of the investment portfolio. L. Shares of beneficial interest otherwise known as money market shares issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940. The company shall have met either of the following criteria: 1. Attain the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs, and 2. Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five (5) years' experience investing in the securities and obligations authorized by subsection (a) to (k), inclusive, and subdivisions (m) to (o), inclusive, of Section 53601 of the Government Code and with assets under management in excess of five -hundred, million dollars ($500,000,000). The purchase price of shares of beneficial interest, (mutual funds) purchased pursuant to this subdivision shall not include any commission that these companies may charge. Investments in this category shall be restricted to money market mutual funds that seek to maintain a Net Asset Value of $1. Money market mutual funds provide daily liquidity; therefore, there is no final stated maturity for this investment category. Investments in mutual funds shall be restricted to funds that have the highest ranking or the highest letter and numerical rating provided by not less than two of the following nationally recognized statistical rating organizations: Moody's, Standard & Poor's or Fitch. Purchases in this category shall not exceed 20% of the book value of the investment portfolio. Purchases in a single mutual fund shall not exceed 10% of the book value of the Portfolio. City of Santa - Annual paooJuly 1, 2018 - Statement of Investment Policy G A 8 June 30, 2019 8.3 Suitability Of Investments Suitability, not simply return, is the standard for selecting investments for the portfolio. The Executive Director for FMSA, and all other authorized investment officials and supporting staff shall review the following when selecting or recommending investments for the City: • Sufficient liquidity to meet current obligations • Appropriate level of market risk • Diversified portfolio • Legal investments • Market rate of return The Executive Director for FMSA and his/her designees are not required to invest in all the investment options authorized in this Statement of Investment Policy. Selection will be based on cash flow characteristics, exposure to market risk, rate of return, the technical ability of the staff responsible for administering the program, and the availability of time and tools for staff to engage in conservative, but effective, management of the City's investment portfolio. 9.0 PROHIBITED INVESTMENTS AND INVESTMENT PRACTICES 9.1, Ineligible Investments - State Law Certain investments, however, are prohibited by California Government Code Section 53601.6. Accordingly, the City shall not invest in any inverse floaters, range notes, or mortgage derived, interest -only strips. In addition, the City shall not invest any funds in any security that could result in zero interest accrual if held to maturity. However, prohibited securities that are in the City's portfolio, as of the date of this policy adoption, may be held until their maturity dates. 9.2 Disallowed Investments - Higher Perceived Risk Besides investments prohibited by statute, this policy disallows investments in the following due to a higher perceived risk: • Asset-backed securities (ABS) — securities supported by pools of installment loans or leases or by pools of revolving lines of credit; Derivatives — financial instruments which have a principal and/or interest payment subject to uncertainty as to timing and/or amount including financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying index or security, and may include a leveraging City of Santa - Annual July 1, 2018 - Statement of Investment Policy5b131 9 June 30, 2019 factor, or financial contracts based upon notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities or commodities); • Investment agreements — contracts regarding funds deposited by an investor often separated into those offered by banks and those offered by insurance companies commonly known as Guaranteed Investment Contracts (GICs) or Guaranteed Investment Agreements (GIAs); • Mortgage-backed securities — securities created when a mortgage or purchaser of residential real estate mortgages creates a pool of mortgages and markets undivided interests or participation in the pool, including principal only strips; • Reverse Repurchase agreements — agreements involving the borrowing of cash from a financial institution for the purchase of securities in which a financial asset is instead pledged as a collateral for a loan in which the roles of borrower and lender are reversed. • Securities lending agreements — agreements allowing local agencies to earn incremental income on their investment portfolio by loaning securities in their portfolio to financial services companies for a limited time; 9.3 Prohibited Investment Practices Assets of the City shall not be invested pursuant to the following investment practices: • Trading of securities strictly for speculation or solely for the realization of short-term trading gains. • A contract providing for the compensation of an agent or fiduciary solely based upon the performance of the invested assets. • If a fiduciary or other third party with custody of public investment transaction records of the City fails to produce records within a reasonable time, when requested by the City, the City shall make no new investments with or through the fiduciary or third party and shall not renew maturing investments with or through the fiduciary or third party. 10.0 INVESTMENT POOLS/MUTUAL FUNDS The Executive Director for FMSA or his/her designee shall be required to investigate all local government investment pools and money market mutual funds prior to investing City of Santa - Annual �p q July 1, 2018 - Statement of Investment Policy 59b1 �f O June 30, 2019 and perform at least a quarterly review thereafter while the City is invested in the pool or the money market fund. The City currently authorizes pooled investment fund deposits only with the state Local Agency Investment Fund (LAIF). LAIF is authorized under provisions in Section 16429.1 of the California Government Code as an allowable investment for local agencies even though some of the individual investments of the pool are not allowed as a direct investment by a local agency such as the City of Santa Ana. Government sponsored investment pools (Local Agency Investment Fund (LAIF), County Pools, Joint Powers Authority Pools, and the State Treasury Voluntary Investment Program Fund), are sources for short-term cash management. Before seeking City Council approval for participation in one or more additional investment pools/money market mutual funds, the Executive Director for FMSA or his/her designees will conduct a thorough investigation the prospective pool prior to recommending City investment. Before recommending investing in a prospective pool, the following issues must be reviewed: A. The pool must meet the requirements of state statue. B. The pool must provide a written statement of policy and objectives. C. A questionnaire developed by Treasury Investment staff and approved by the Treasury and Customer Services Manager or Assistant Director of Finance shall address the following general topics: i. A description of eligible investment securities, and a written statement of investment policy and objectives. ii. A description of interest calculations and how it is distributed, and how gains and losses are treated. iii. A description of how the securities are safeguarded (including the settlement processes), and how often the securities are priced and the program audited. iv. A description of who may invest in the program, how often, what size minimum and maximum deposit and withdrawal are allowed. v. A schedule for receiving statements and portfolio listings. vi. A description of how reserves, retained earnings, etc. are utilized by the pool. vii. A model of the fee schedule, and when and how it is assessed. viii. A description of eligibility and/or acceptance of bond proceeds. ix. The pool must contain only the types of investment allowed by California Code. Statement of Investment Policy July 1, 2018 - June 30, 2019 Upon approval for participation in one or more additional investment pools the Treasury investment staff shall thereafter on a regular and continuing basis investigate and reconfirm the pool's compliance with items listed above and shall monitor the pool's performance reports. 11.0 COLLATERALIZATION/SECURITY FOR DEPOSIT OF PUBLIC FUNDS Money must be deposited in state or national banks, state or federal savings associations or state or federal credit unions in the State of California. It may be in inactive deposits, active deposits or interest-bearing active deposits. The deposits cannot exceed the amount of the bank's or savings and loan's paid up capital and surplus. The bank or savings and loan must secure the active and inactive deposits with eligible securities having a market value of one -hundred, ten percent (110%) of the total amount of the deposits. State law also allows as an eligible security, first trust deeds having a value of one -hundred, fifty percent (150%) of the total amount of the deposits. A third class of collateral is letters of credit drawn on the Federal Home Loan Bank (FHLB). The Treasurer may waive, at his discretion, security for that portion of a deposit which is insured pursuant to federal law. Currently, the first two -hundred, fifty -thousand dollars ($250,000) of a deposit is federally insured. It is to the City's advantage to waive this collateral requirement for the first $250,000 because we receive a higher interest rate. 12.0 SAFEKEEPING AND CUSTODY 14.1 Perfected Interest and Delivery versus Payment In accordance with California Government Code Section 53601, to protect against potential losses caused by collapse of individual securities dealers, all securities owned by the City except securities used as collateral for repurchase agreements, shall be kept in safekeeping with 'perfected interest" by the City's custodial bank or a third party bank trust department, acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. All securities, excepting investments which are not deliverable (such as LAIF, direct time certificates of deposit, and money market mutual funds), will be received and delivered using standard `delivery versus payment': b # Z�&9IA[ft�_,N d[a]L1 The purpose of. diversification is to reduce overall portfolio risk while attaining market rates of return and to enable the City to meet all anticipated cash requirements. The investment portfolio shall consist of various types of securities approved by state statute and this Statement of Investments Policy. Investments shall vary in issuers, asset classes, industries and maturities to meet City's financial obligations. Diversifying the investment portfolio will help mitigate the loss of funds as a result of failure of any one issuer. City of Santa - Annual p� July 1, 2018 - Statement of Investment Policy 5 C b1� 2 June 30, 2019 Investments shall further be diversified between structures and imbedded options within the security. The investments shall be diversified by: • Limiting investments to avoid over -concentration in securities of a specific issuer (excluding treasury bills). • Limiting investment in securities that have higher credit risks. • Limiting certificates of deposit to the maximum federally insured amount. • Investing in securities with varying maturities. • Investing a minimum percentage of the total portfolio as established by the investment advisory committee in highly marketable short-term treasuries, checking accounts with interest, government pooled account, or a combination of all three (See Section 4.1 (A)(iv)). 14.0 MAXIMUM MATURITIES 14.1 Maximum Maturities To the extent possible, the City of Santa Ana will attempt to match its investments with anticipated cash flow requirements and thus maturities shall coincide as nearly as possible with the anticipated need. The maximum durations for authorized investments pursuant to section 8.2 subsections (A) through (F) are as follows: • United States Treasury Bills. Notes. and Bonds — five (5) years maximum maturity • _Obligations issued by a Federal Agency or a United States Government Sponsored Enterprise — five (5) years maximum maturity • Supranational Obligations - five (5) years maximum maturity • Bills of Exchange/Banker's acceptances - one hundred eighty (180) days maximum maturity. • Commercial Paper- two hundred seventy 270 days maximum maturity • Repurchase Agreements — one (1) year maximum maturity • Negotiable Certificates of Deposit - five (5) years maximum maturity • Local Agency Investment Fund (LAIF) State Pool - no final stated maturity • City of Santa Ana Bonds - five (5) years maximum maturity • Other State of California Local Agency Bonds - five (5) years maximum maturity • Medium Term Corporate Notes - five (5) years maximum maturity City of Santa - Annual July 1, 2018 - Statement of Investment Policy 5 r 51� 3 June 30, 2019 • Shares of Beneficial InteresbMoney Market Shares -no final stated maturity (See also subsection 8.2 generally for additional information on City authorized concentration limits and quality requirements.) 14.2 Average Maturity In accordance with the goal of minimizing interest rate risk (see subsection 4.1(b)) the City of Santa Ana will to the extent possible attempt to aim for an average investment portfolio maturity of 3 years. 15.0 INTERNAL CONTROLS The Executive Director for FMSA is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft or misuse. The Executive Director for FMSA has developed a system of internal investment controls and a segregation of responsibilities of investment functions in order to assure an adequate system of internal control over the investment function. No investment personnel may engage in an investment transaction except as provided for under the terms of this policy and the procedure established by the Executive Director for FMSA. Internal control procedures address: • Control of collusion • Control of fraud • Control of misrepresentation by third parties • Control of employee error • Separation of transaction authority from accounting and record keeping • Custodial safekeeping • Delivery versus payment • Clear delegation of authority • Conformation of transactions for investment and wire transfers • Written procedures for placing of investment transactions • FMSA Investment Advisory Committee In addition, cash balances are reconciled reconfirmed by the City's accounting staff. activities and holdings on a monthly basis daily by non -investment employees and Accounting staff also verifies investment as part of the FMSA Investment Advisory Committee. The Executive Director for FMSA, at his/her discretion, shall establish a process for annual independent reviews by an external auditor to the extent contemplated by generally accepted auditing standards. City of Santa - Annual Paa 18 July 1, 2018 - Statement of Investment Policy 555-24 June 30, 2019 16.0 PERFORMANCE STANDARDS The investment portfolio shall be managed to attain a market -average rate of return throughout budgetary and economic cycles, taking into account the City's investment risk constraints, cash flow, and policy towards the pre -payment of specific City debts or contribution servicing obligations (when finically advantageous to the City). Investment return becomes a consideration only after the basic requirements of investment safety and liquidity have been met. Because the investment portfolio is designed to operate on primarily a 'hold -to -maturity' premise, and because of the safety, liquidity, and yield priorities, the performance benchmark that will be used by the Executive Director for FMSA to determine whether market yields are being achieved shall be the average of the monthly LAIF rate and the 12 -month rolling average 2 -Year Constant Maturity Treasury (CMT) rate. However, since return on investment is the least important objective of the Investment Portfolio, the benchmark will be used only as a reference tool. The reporting of a benchmark does not imply that the City Treasurer will add additional risk to the Investment Portfolio in order to attain or exceed the benchmark. 17.0 REPORTING Government Code Section 53646(b)(1) previously mandated that annual investment policies and quarterly reports be rendered to the legislative body (for the City of Santa Ana - the City Council). AB 2853 amended Government Code Section 53646 making these requirements permissive rather than mandatory. Although the Annual Statement of Investment Policy and Quarterly Reports to City Council are no longer required, we believe it to be both prudent and in keeping with the spirit of the City's Sunshine Policy that these documents continue to provided. The Executive Director for FMSA shall therefore continue to render to the City Council an annual Statement of Investment Policy and regular reports to the City Manager and the City Council containing detailed information on all securities, investments, and moneys of the City. The reports will be informally submitted to the City Manager and City Council on a monthly basis and will be rendered formally to the City Council on a quarterly basis as part of a scheduled open City Council Meeting agenda within thirty (30) days following the end of each quarter. The report will contain the following information on the funds that are subject to this investment policy: 1) Type of investment and name of issuer; 2) Date of maturity; 3) Par amount; 4) Dollar amount invested in all securities, and investments and monies held by the City (amortized Cost or book value); 5) Weighted average maturity of the investments; City of Santa - Annual July 1, 2018 - Statement of Investment Policy p8Ui4 June 30, 2019 6) Current market value as of the date of report of all funds held by the City and under the management of any outside party that is not also a local agency or LAIF and the source of the valuation; 7) Source of the market value information; 8) A description of the any funds, investments or programs, including loans, under the management of contracted parties such as LAIF, investment. pools, outside money managers, and securities lending agents); 9) A statement of compliance with the investment policy or an explanation for non-compliance; and 10) A statement of the local agency's ability to meet its pool's expenditure requirements for the next six months, as well as an explanation of why sufficient money will not be available if that is the case. 18.0 POLICY CONSIDERATIONS 18.1 Exemptions Any investment currently held that does not meet the guidelines of this policy shall be exempted from the requirements of this policy as long as it was in compliance with State of California law and the City's investment policy in effect at the time of purchase. At maturity or liquidation, such monies shall be reinvested only as provided by this policy. 18.2 Stabilization Fund Except for cash in certain restricted and special funds, the consolidation of cash balances from all funds and the maintenance of portfolio liquidity (both static and dynamic) as provided for in this policy taken together with the monthly affirmation to the City Manager and City Councilmembers of the City's ability to meet its pool's expenditure requirements for the next six months shall be deemed to functionally meet and exceed the requirements of Article VI., Sec. 610, of the City of Santa Ana Charter as relates to the maintenance of a stabilization fund. 18.3 Amendments In the event this policy is amended prior to the end of its twelve month fiscal year term the amended Statement of Investment Policy shall be resubmitted to City Council for review and adoption by City Council Resolution. 18.4 Approval This Statement of Investment Policy is approved by City Council on this 3rd day of July, 2018 pursuant to City Council Resolution # 2018 - City of Santa - Annual Pa20 July 1, 2018 - Statement of Investment Policy 55b-26 June 30, 2019 19.0 POLICY REVIEW, CERTIFICATION, AND ADOPTION 19.1 Policy Review This Statement of Investment Policy shall be reviewed at least annually to ensure its consistency with the overall objectives of preservation of PRINCIPAL, LIQUIDITY, AND YIELD, and to: 1) reflect changes in applicable California state codes, 2) maintain its relevance to current financial and economic trends, and 3) meet the needs of the City of Santa Ana. 19.2 Policy Review Annually, this Statement of Investment Policy will be submitted to the Association of Public Treasurers of the United States and Canada and the California Municipal Treasurers Association for review and certification. 19.3 Adoption The Executive Director for FMSA shall annually render this Statement of Investment Policy to the City Council and City Manager. The City Council shall annually review and adopt this Statement of Investment Policy by resolution at a public meeting. 20.0 APPENDICIES & GLOSSARIES 20.1 California Investment Code Abstracts -Appendix I. 20.2 California Local Agency Investment Guidelines - Appendix II. 20.3 Glossaries of Terms Appendix III. (Glossary of Referenced Terms - City of Santa Ana Investment Policy & Related California Codes) Appendix IV. (Glossary of Additional Common Public Local Agency Investment Terms) Submitted to the Santa Ana City Council for approval, this 17th day of July. 2018. Francisco Gutierrez Executive Director Finance & Management Services Agency RP:WH City of Santa - Annual July 11 2018 - Statement of Investment Policy dr) � 7 June 30, 2019 APPENDICIES APPENDIX I. TABLEOF CONTENTS.......................................................................................................................... Page 22 CALIFORNIA INVESTMENT CODE ABSTRACTS CORPORATIONS CODE SECTION 25004........................................................................................... Page 23 FINANCIAL CODE SECTION 5102........................................................................................................ Page 24 GOVERNMENT CODE SECTION 16429.1............................................................................................ Page 25 GOVERNMENT CODE SECTION 53630............................................................................................... Page 27 GOVERNMENT CODE SECTION 53635............................................................................................... Page 28 GOVERNMENT CODE SECTION 53601............................................................................................... Page 29 GOVERNMENT CODE SECTION 53601.1............................................................................................ Page 33 GOVERNMENT CODE SECTION 53601.6............................................................................................ Page 34 GOVERNMENT CODE SECTION 53638............................................................................................... Page 34 GOVERNMENT CODE SECTION 53646.................................................................. :............................ Page 34 APPENDIX II. LOCAL AGENCY INVESTMENT GUIDELINES TABLES ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT CODE (AS OF JANUARY 1, 2018) APPLICABLE TOO ALL LOCAL AGENCIES (FIGURE 1) - LOCAL AGENCY INVESTMENT GUIDELINES.......................................................... Page i ALLOWABLE INVESTMENT INSTRUMENTS TABLE OF NOTES FOR FIGURE 1 - LOCAL AGENCY INVESTMENT GUIDELINES..............................................................................................................Pages ii -iii APPENDIX III. GLOSSARY OF REFERENCED TERMS - CITY OF SANTA ANA INVESTMENT POLICY AND RELATED CALIFORNIA CODES.............................................................Pages A -H APPENDIX IV. GLOSSARY OF ADDITIONAL COMMON PUBLIC LOCAL AGENCY INVESTMENT TERMS ............Pages I -L City of Santa - Annual Pa�e 22 July 1, 2018 - Statement ofInvestment Policy 55 '15-28 June 30, 2019 CORPORATIONS CODE - CORP TITLE 4. SECURITIES [25000 - 315161 ( Title 4 added by Stats. 1949, Ch. 384. ) DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 257071 ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) PART 1. DEFINITIONS [25000 - 250231 ( Part 1 added by Stats. 1968, Ch. 88. ) CORPORATIONS CODE SECTION 25004. (a) "Broker-dealer" means any person engaged in the business of effecting transactions in securities in this state for the account of others or for his own account. "Broker-dealer' also includes a person engaged in the regular business of issuing or guaranteeing options with regard to securities not of his own issue. "Broker- dealer' does not include any of the following: (1) Any other issuer. (2) An agent, when an employee of a broker-dealer or issuer. (3) A bank, trust company, or savings and loan association. (4) Any person insofar as he buys or sells securities for his own account, either individually or in some fiduciary capacity, but not as part of a regular business. (5) A person who has no place of business in this state if he effects transactions in this state exclusively with (A) the issuers of the securities involved in the transactions or (B) other broker-dealers. (6) A broker licensed by the Real Estate Commissioner of this state when engaged in transactions in securities exempted by subdivision (f) or (p) of Section 25100 or in securities the issuance of which is subject to authorization by the Real Estate Commissioner of this state or in transactions exempted by subdivision (e) of Section 25102. (7) An exchange certified by the Commissioner of Corporations pursuant to this section when it is issuing or guaranteeing options. The commissioner may by order certify an exchange under this section upon Such conditions as he by rule or order deems appropriate, and upon notice and opportunity to be heard he may suspend or revoke such certification, if he finds such certification, suspension, or revocation to be in the public interest and necessary and appropriate for the protection of investors. (b) For purposes of this section, an agent is an employee of a broker-dealer under paragraph (2) of subdivision (a) when the agent is employed by or associated with the broker-dealer under all of the following conditions: (1) The agent is subject to the supervision and control of the broker-dealer. (2) The agent performs under the name, authority, and marketing policies of the broker-dealer. (3) The agent discloses to investors the identity of the broker-dealer. (4) The agent is reported pursuant to subdivision (c) of Section 25210 and the rules adopted thereunder. (Amended by Stats. 2004, Ch. 461, Sec. 1. Effective January 1, 2005.) 2018 - Statement of Investment Policy zmy'?q June 30, 2019 FINANCIAL CODE - FIN DIVISION 2. SAVINGS ASSOCIATION LAW [5000 - 100091 ( Division 2 repealed and added by Stats. 1983, Ch. 1091, Sec. 2. ) CHAPTER 1. Short Title, General Definitions, and General Provisions [5000 - 5330] ( Chapter 1 added by Stats. 1983, Ch. 1091, Sec. 2. ) ARTICLE 2. General Definitions [5100 - 5124] (Article 2 added by Stats. 1983, Ch. 1091, Sec. 2. ) FINANCIAL CODE SECTION 5102. (a) "Association" or "savings association" means a mutual or stock savings association, savings and loan association or savings bank subject to the provisions of this division, but excluding a federal association. (b) "Federal association' means a savings and loan association or federal savings bank that is chartered by the Office of Thrift Supervision under Section 5 of the Home Owners' Loan Act of 1933 (12 U.S.C. Sec. 1464), as amended. (Amended by Stats. 1990, Ch. 1118, Sec. 8.) City of Santa - Annual July 1, 2018 - Statement of Investment Policy 596- 0 June 30, 2019 GOVERNMENT CODE - GOV TITLE 2. GOVERNMENT OF THE STATE OF CALIFORNIA [8000 - 229801 ( Title 2 enacted by Stats. 1943, Ch. 134. ) DIVISION 4. FISCAL AFFAIRS [16100 - 177001 ( Division 4 added by Stats. 1945, Ch. 119. ) PART 2. STATE FUNDS [16300 - 16649.951 ( Part 2 added by Stats. 1945, Ch. 120. ) CHAPTER 2. Special Funds [16346 - 16429.41 ( Chapter 2 added by Stats. 1945, Ch. 120. ) ARTICLE 11. Local Agency Investment Fund [16429.1 - 16429.4] ( Article 11 added by Stats. 1976, Ch. 730. ) GOVERNMENT CODE SECTION 16429.1. (a) There is in trust in the custody of the Treasurer the Local Agency Investment Fund, which fund is hereby created. The Controller shall maintain a separate account for each governmental unit having deposits in this fund. (b) Notwithstanding any other law, a local governmental official, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (c) Notwithstanding any other law, an officer of any nonprofit corporation whose membership is confined to public agencies or public officials, or an officer of a qualified quasi -governmental agency, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (d) Notwithstanding any other law or provision of this section, a local agency, with the approval of its governing body, may deposit in the Local Agency Investment Fund proceeds of the issuance of bonds, notes, certificates of participation, or other evidences of indebtedness of the agency pending expenditure of the proceeds for the authorized purpose of their issuance. In connection with these deposits of proceeds, the Local Agency Investment Fund is authorized to receive and disburse moneys, and to provide information, directly with or to an authorized officer of a trustee or fiscal agent engaged by the local agency, the Local Agency Investment Fund is authorized to hold investments in the name and for the account of that trustee or fiscal agent, and the Controller shall maintain a separate account for each deposit of proceeds. (e) The local governmental unit, the nonprofit corporation, or the quasi-govemmental agency has the exclusive determination of the length of time its money will be on deposit with the Treasurer. (f) The trustee or fiscal agent of the local governmental unit has the exclusive determination of the length of time proceeds from the issuance of bonds will be on deposit with the Treasurer. (g) The Local Investment Advisory Board shall determine those quasi-govemmental agencies which qualify to participate in the Local Agency Investment Fund. (h) The Treasurer may refuse to accept deposits into the fund if, in the judgment of the Treasurer, the deposit would adversely affect the state's portfolio. City of Santa - Annualp� July 1, 2018 - Statement of Investment Policy 5 t 1 June 30, 2019 (1) The Treasurer may invest the money of the fund in securities prescribed in Section 16430. The Treasurer may elect to have the money of the fund invested through the Surplus Money Investment Fund as provided in Article 4 (commencing with Section 16470) of Chapter 3. (j) Money in the fund shall be invested to achieve the objective of the fund which is to realize the maximum return consistent with safe and prudent treasury management. (k) All instruments of title of all investments of the fund shall remain in the Treasurers vault or be held in safekeeping under control of the Treasurer in any federal reserve bank, or any branch thereof, or the Federal Home Loan Bank of San Francisco, with any trust company, or the trust department of any state or national bank. (1) Immediately at the conclusion of each calendar quarter, all interest earned and other increment derived from investments shall be distributed by the Controller to the contributing governmental units or trustees or fiscal agents, nonprofit corporations, and quasi -governmental agencies in amounts directly proportionate to the respective amounts deposited in the Local Agency Investment Fund and the length of time the amounts remained therein. An amount equal to the reasonable costs incurred in carrying out the provisions of this section, not to exceed a maximum of 5 percent of the earnings of this fund and not to exceed the amount appropriated in the annual Budget Act for this function, shall be deducted from the earnings prior to distribution. However, if the 13 -week Daily Treasury Bill Rate, as published by the United States Department of the Treasury on the last day of the state's fiscal year is below 1 percent, then the above -noted reasonable costs shall not exceed a maximum of 8 percent of the earnings of this fund for the subsequent fiscal year, shall not exceed the amount appropriated in the annual Budget Act for this function, and shall be deducted from the earnings prior to distribution. The amount of the deduction shall be credited as reimbursements to the state agencies, including the Treasurer, the Controller, and the Department of Finance, having incurred costs in carrying out the provisions of this section. (m) The Treasurer shall prepare for distribution a monthly report of investments made during the preceding month. (n) As used in this section, "local agency," "local governmental unit," and "local governmental official" includes a campus or other unit and an official, respectively, of the California State University who deposits moneys in funds described in Sections 89721, 89722, and 89725 of the Education Code. (Amended by Stats. 2014, Ch. 28, Sec. 39. Effective June 20, 2014.) City of Santa - Annual paaP July 1, 2018 - Statement of Investment Policy 55u-32 2June 30, 2019 GOVERNMENT CODE - GOV TITLE 5. LOCAL AGENCIES [50001 - 575501 ( Title 5 added by Stats. 1949, Ch. 81. ) DIVISION 2. CITIES, COUNTIES, AND OTHER AGENCIES 153000 - 558211 ( Division 2 added by Stats. 1949, Ch. 81. ) PART 1. POWERS AND DUTIES COMMON TO CITIES, COUNTIES, AND OTHER AGENCIES [53000 - 54999.71 ( Part 1 added by Stats. 1949, Ch. 81. ) CHAPTER 4. Financial Affairs [53600 - 53997] ( Chapter 4 added by Stats. 1949, Ch. 81. ) ARTICLE 2. Deposit of Funds [53630 - 53686] ( Article 2 added by Stats. 1949, Ch. 81. ) GOVERNMENT CODE SECTION 53630. As used in this article: (a) "Local agency' means county, city, city and county, including a chartered city or county, a community college district, or other public agency or corporation in this state. (b) "Treasurer' means treasurer of the local agency. (c) "Depository' means a state or national bank, savings association or federal association, a state or federal credit union, or a federally insured industrial loan company, in this state in which the moneys of a local agency are deposited. (d) "Agent of depository" means a trust company or trust department of a state or national bank located in this state, including the trust department of a depository where authorized, and the Federal Home Loan Bank of San Francisco, which is authorized to act as an agent of depository for the purposes of this article pursuant to Section 53657. (e) "Security" means any of the eligible securities or obligations listed in Section 53651. (f) "Pooled securities' means eligible securities held by an agent of depository for a depository and securing deposits of one or more local agencies. (g) "Administrator' means the Administrator of Local Agency Security of the State of California. (h) "Savings association or federal association" means a savings association, savings and loan association, or savings bank as defined by Section 5102 of the Financial Code. (i) "Federally insured industrial loan company" means an industrial loan company licensed under Division 7 . (commencing with Section 18000) of the Financial Code, the investment certificates of which are insured by the Federal Deposit Insurance Corporation. (]) "Corporation" includes a limited liability company. (Amended by Stats. 2004, Ch. 118, Sec. 19.7. Effective January 1, 2005.) City of Santa - Annual 27 P July 1, 2018 - Statement of Investment Policy � 7 June 30, 2019 GOVERNMENT CODE SECTION 53635. (a) This section shall apply to a local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other local agencies, including local agencies that have the same governing body. However, Section 53601 shall apply to all local agencies that pool money in deposits or investments exclusively with local agencies that have the same governing body. This section shall be interpreted in a manner that recognizes the distinct characteristics of investment pools and the distinct administrative burdens on managing and investing funds on a pooled basis pursuant to Article 6 (commencing with Section 27130) of Chapter 5 of Division 2 of Title 3. A local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other agencies may invest in commercial paper pursuant to subdivision (h) of Section 53601, except that the local agency shall be subject to the following concentration limits: (1) No more than 40 percent of the local agency's money may be invested in eligible commercial paper. (2) No more than 10 percent of the total assets of the investments held by a local agency may be invested in any one issuers commercial paper. (b) Notwithstanding Section 53601, the City of Los Angeles shall be subject to the concentration limits of this section for counties and for cities and counties with regard to the investment of money in eligible commercial paper. (Amended by Stats. 2008, Ch. 709, Sec. 10.7. Effective January 1, 2009.) City of Santa - Annual Paa 28 July 1, 2018 - Statement of Investment Policy 555-3 w June 30, 2019 GOVERNMENT CODE SECTION 53601. This section shall apply to a local agency that is a city, a district, or other local agency that does not pool money in deposits or investments with other local agencies, other than local agencies that have the same governing body. However, Section 53635 shall apply to all local agencies that pool money in deposits or investments with other local agencies that have separate governing bodies. The legislative body of a local agency having moneys in a sinking fund or moneys in its treasury not required for the immediate needs of the local agency may invest any portion of the moneys that it deems wise or expedient in those investments set forth below. A local agency purchasing or obtaining any securities prescribed in this section, in a negotiable, bearer, registered, or nonregistered format, shall require delivery of the securities to the local agency, including those purchased for the agency by financial advisers, consultants, or managers using the agency's funds, by book entry, physical delivery, or by third -party custodial agreement. The transfer of securities to the counterparty bank's customer book entry account may be used for book entry delivery. For purposes of this section, "counterparty" means the other party to the transaction. A counterparty bank's trust department or separate safekeeping department may be used for the physical delivery of the security if the security is held in the name of the local agency. Where this section specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. Where this section does not specify a limitation on the term or remaining maturity at the time of the investment, no investment shall be made in any security, other than a security underlying a repurchase or reverse repurchase agreement or securities lending agreement authorized by this section, that at the time of the investment has a term remaining to maturity in excess of five years, unless the legislative body has granted express authority to make that investment either specifically or as a part of an investment program approved by the legislative body no less than three months prior to the investment: (a) Bonds issued by the local agency, including bonds payable solely out of the revenues from a revenue- producing property owned, controlled, or operated by the local agency or by a department, board, agency, or authority of the local agency. (b) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (c) Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state. (d) Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. (e) Bonds, notes, warrants, or other evidences of indebtedness of a local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. (f) Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. (g) Bankers' acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers' acceptances shall not exceed 180 days' maturity or 40 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 30 percent of the agency's moneys may be invested in the bankers' acceptances of any one commercial bank pursuant to this section. City of Santa - Annual 29 July 1, 2018 - Statement of Investment Policy dd'b-35 June 30, 2019 This subdivision does not preclude a municipal utility district from investing moneys in its treasury in a manner authorized by the Municipal Utility District Act (Division 6 (commencing with Section 11501) of the Public Utilities Code). (h) Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical rating organization (NRSRO). The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or (2): (1) The entity meets the following criteria: (A) Is organized and operating in the United States as a general corporation. (B) Has total assets in excess of five hundred million dollars ($500,000,000). (C) Has debt other than commercial paper, if any, that is rated "A" or higher by an NRSRO. (2) The entity meets the following criteria: (A) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (B) Has program wide credit enhancements including, but not limited to, overcollateralization, letters of credit, or a surety bond. (C) Has commercial paper that is rated "A-1" or higher, or the equivalent, by an NRSRO. Eligible commercial paper shall have a maximum maturity of 270 days or less. Local agencies, other than counties or a city and county, may invest no more than 25 percent of their moneys in eligible commercial paper. Local agencies, other than counties or a city and county, may purchase no more than 10 percent of the outstanding commercial paper of any single issuer. Counties or a city and county may invest in commercial paper pursuant to the concentration limits in subdivision (a) of Section 53635. (i) Negotiable certificates of deposit issued by a nationally or state -chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally licensed or state -licensed branch of a foreign bank. Purchases of negotiable certificates of deposit shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. For purposes of this section, negotiable certificates of deposit do not come within Article 2 (commencing with Section 53630), except that the amount so invested shall be subject to the limitations of Section 53638. The legislative body of a local agency and the treasurer or other official of the local agency having legal custody of the moneys are prohibited from investing local agency funds, or funds in the custody of the local agency, in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or a person with investment decision-making authority in the administrative office managers office, budget office, auditor -controller's office, or treasurer's office of the local agency also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. Q) (1) Investments in repurchase agreements or reverse repurchase agreements or securities lending agreements of securities authorized by this section, as long as the agreements are subject to this subdivision, including the delivery requirements specified in this section. (2) Investments in repurchase agreements may be made, on an investment authorized in this section, when the term of the agreement does not exceed one year. The market value of securities that underlie a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102 percent no later than the next business day. _City of Santa - Annual Pa �e 30 c July 1, 2015 - Statement of Investment Policy 555-3 V June 30, 2019 (3) Reverse repurchase agreements or securities lending agreements may be utilized only when all of the following conditions are met: (A) The security to be sold using a reverse repurchase agreement or securities lending agreement has been owned and fully paid for by the local agency for a minimum of 30 days prior to sale. (B) The total of all reverse repurchase agreements and securities lending agreements on investments owned by the local agency does not exceed 20 percent of the base value of the portfolio. (C) The agreement does not exceed a term of 92 days, unless the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (D) Funds obtained or funds within the pool of an equivalent amount to that obtained from selling a security to a counterparty using a reverse repurchase agreement or securities lending agreement shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement date of the reverse repurchase agreement or securities lending agreement, unless the reverse repurchase agreement or securities lending agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (4) (A) Investments in reverse repurchase agreements, securities lending agreements, or similar investments in which the local agency sells securities prior to purchase with a simultaneous agreement to repurchase the security may be made only upon prior approval of the governing body of the local agency and shall be made only with primary dealers of the Federal Reserve Bank of New York or with a nationally or state -chartered bank that has or has had a significant banking relationship with a local agency. (B) For purposes of this chapter, "significant banking relationship" means any of the following activities of a bank: (i) Involvement in the creation, sale, purchase, or retirement of a local agency's bonds, warrants, notes, or other evidence of indebtedness. (ii) Financing of a local agency's activities. (iii) Acceptance of a local agency's securities or funds as deposits. (5) (A) "Repurchase agreement" means a purchase of securities by the local agency pursuant to an agreement by which the counterparty seller will repurchase the securities on or before a specified date and for a specified amount and the counterparty will deliver the underlying securities to the local agency by book entry, physical delivery, or by third -party custodial agreement. The transfer of underlying securities to the counterparty bank's customer book -entry account may be used for book -entry delivery. (B) "Securities;' for purposes of repurchase under this subdivision, means securities of the same issuer, description, issue date, and maturity. (C) "Reverse repurchase agreement" means a sale of securities by the local agency pursuant to an agreement by which the local agency will repurchase the securities on or before a specified date and includes other comparable agreements. (D) "Securities lending agreement" means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral. (E) For purposes of this section, the base value of the local agency's pool portfolio shall be that dollar amount obtained by totaling all cash balances placed in the pool by all pool participants, excluding any City of Santa - Annual July 1, 2018 - Statement of Investment Policy 5gb3� June 30, 2019 amounts obtained through selling securities byway of reverse repurchase agreements, securities lending agreements, or other similar borrowing methods. (F) For purposes of this section, the spread is the difference between the cost of funds obtained using the reverse repurchase agreement and the earnings obtained on the reinvestment of the funds. (k) Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated "A" or better by an NRSRO. Purchases of medium-term notes shall not include other instruments authorized by this section and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (1) (1) Shares of beneficial interest issued by diversified management companies that invest in the securities and obligations as authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and that comply with the investment restrictions of this article and Article 2 (commencing with Section 53630). However, notwithstanding these restrictions, a counterparty to a reverse repurchase agreement or securities lending agreement is not required to be a primary dealer of the Federal Reserve Bank of New York if the company's board of directors finds that the counterparty presents a minimal risk of default, and the value of the securities underlying a repurchase agreement or securities lending agreement may be 100 percent of the sales price if the securities are marked to market daily. (2) Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.). (3) If investment is in shares issued pursuant to paragraph (1), the company shall have met either of the following criteria: (A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000). (4) If investment is in shares issued pursuant to paragraph (2), the company shall have met either of the following criteria: (A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). (5) The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include commission that the companies may charge and shall not exceed 20 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 10 percent of the agency's funds may be invested in shares of beneficial interest of any one mutual fund pursuant to paragraph (1). (m) Moneys held by a trustee or fiscal agent and pledged to the payment or security of bonds or other indebtedness, or obligations under a lease, installment sale, or other agreement of a local agency, or certificates of participation in those bonds, indebtedness, or lease installment sale, or other agreements, may be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, or lease installment sale, or other agreement, or to the extent not inconsistent therewith or if City of Santa - Annual EpMJuly 1, 2018 - Statement of investment Policy 55D-3 8 June 30,2019 there are no specific statutory provisions, in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. (n) Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank that is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. (o) A mortgage pass-through security, collateralized mortgage obligation, mortgage-backed or other pay - through bond, equipment lease -backed certificate, consumer receivable pass-through certificate, or consumer receivable -backed bond of a maximum of five years' maturity. Securities eligible for investment under this subdivision shall be issued by an issuer having an "A" or higher rating for the issuers debt as provided by an NRSRO and rated in a rating category of "AX or its equivalent or better by an NRSRO. Purchase of securities authorized by this subdivision shall not exceed 20 percent of the agency's surplus moneys that may be invested pursuant to this section. (p) Shares of beneficial interest issued by a joint powers authority organized pursuant to Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (q), inclusive. Each share shall represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing the shares shall have retained an investment adviser that meets all of the following criteria: (1) The adviser is registered or exempt from registration with the Securities and Exchange Commission (2) The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q), inclusive. (3) The adviser has assets under management in excess of five hundred million dollars ($500,000,000). (q) United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated "AA" or better by an NRSRO and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (Amended by Stats. 2014, Ch. 59, Sec. 1. Effective January 1, 2015.) GOVERNMENT CODE SECTION 53601.1. The authority of a local agency to invest funds pursuant to Section 53601 includes, in addition thereto, authority to invest in financial futures or financial option contracts in any of the investment categories enumerated in that section. (Added by Stats. 1983, Ch. 534, Sec. 3.) City of Santa - Annual July 1, 2018 - Statement of Investment Policy t)3 June 30, 2019 GOVERNMENT CODE SECTION 53601.6. (a) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in inverse floaters, range notes, or mortgage -derived, interest -only strips. (b) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in any security that could result in zero interest accrual if held to maturity. However, a local agency may hold prohibited instruments until their maturity dates. The limitation in this subdivision shall not apply to local agency investments in shares of beneficial interest issued by diversified management companies registered under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.) that are authorized for investment pursuant to subdivision (1) of Section 53601. (Amended by Stats. 2009, Ch. 332, Sec. 68.1. Effective January 1, 2010.) GOVERNMENT CODE SECTION 53638. (a) The deposit shall not exceed the shareholder's equity of any depository bank. For the purposes of this subdivision, shareholders equity shall be determined in accordance with Section 463 of the Financial Code, but shall be deemed to include capital notes and debentures. (b) The deposit shall not exceed the total of the net worth of any depository savings association or federal association, except that deposits not exceeding a total of five hundred thousand dollars ($500,000) may be made to a savings association or federal association without regard to the net worth of that depository, if such deposits are insured or secured as required by law. (c) The deposit to the share accounts of any regularly chartered credit union shall not exceed the total of the unimpaired capital and surplus of the credit union, as defined by rule of the Commissioner of Financial Institutions, except that the deposit to any credit union share account in an amount not exceeding five hundred thousand dollars ($500,000) may be made if the share accounts of that credit union are insured or guaranteed pursuant to Section 14858 of the Financial Code or are secured as required by law. (d) The deposit in investment certificates of a federally insured industrial loan company shall not exceed the total of the unimpaired capital and surplus of the insured industrial loan company. (Amended by Stats. 2015, Ch. 190, Sec. 64. Effective January 1, 2016.) GOVERNMENT CODE SECTION 53646. (a) (1) In the case of county government, the treasurer may annually render to the board of supervisors and any oversight committee a statement of investment policy, which the board shall review and approve at a public meeting. Any change in the policy shall also be reviewed and approved by the board at a public meeting. City of Santa - Annual pa July 1, 2018 - Statement of Investment Policy _59f534 f53 w O June 30, 2019 (2) In the case of any other local agency, the treasurer or chief fiscal officer of the local agency may annually render to the legislative body of that local agency and any oversight committee of that local agency a statement of investment policy, which the legislative body of the local agency shall consider at a public meeting. Any change in the policy shall also be considered by the legislative body of the local agency at a public meeting. (b) (1) The treasurer or chief fiscal officer may render a quarterly report to the chief executive officer, the internal auditor, and the legislative body of the local agency. The quarterly report shall be so submitted within 30 days following the end of the quarter covered by the report. Except as provided in subdivisions (e) and (f), this report shall include the type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and moneys held by the local agency, and shall additionally include a description of any of the local agency's funds, investments, or programs, that are under the management of contracted parties, including lending programs. With respect to all securities held by the local agency, and under management of any outside parry that is not also a local agency or the State of California Local Agency Investment Fund, the report shall also include a current market value as of the date of the report, and shall include the source of this same valuation. (2) The quarterly report shall state compliance of the portfolio to the statement of investment policy, or manner in which the portfolio is not in compliance. (3) The quarterly report shall include a statement denoting the ability of the local agency to meet its pool's expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may, not be available. (4) In the quarterly report, a subsidiary ledger of investments may be used in accordance with accepted accounting practices. (c) Pursuant to subdivision (b), the treasurer or chief fiscal officer shall report whatever additional information or data may be required by the legislative body of the local agency. (d) The legislative body of a local agency may elect to require the report specified in subdivision (b) to be made on a monthly basis instead of quarterly. (e) For local agency investments that have been placed in the Local Agency Investment Fund, created by Section 16429.1, in National Credit Union Share Insurance Fund -insured accounts in a credit union, in accounts insured or guaranteed pursuant to Section 14858 of the Financial Code, or in Federal Deposit Insurance Corporation -insured accounts in a bank or savings and loan association, in a county investment pool, or any combination of these, the treasurer or chief fiscal officer may supply to the governing body, chief executive officer, and the auditor of the local agency the most recent statement or statements received by the local agency from these institutions in lieu of the information required by paragraph (1) of subdivision (b) regarding investments in these institutions. (f) The treasurer or chief fiscal officer shall not be required to render a quarterly report, as required by subdivision (b), to a legislative body or any oversight committee of a school district or county office of education for securities, investments, or moneys held by the school district or county office of education in individual accounts that are less than twenty-five thousand dollars ($25,000). (g) In recognition of the state and local interests served by the actions made optional in subdivisions (a) and (b), the Legislature encourages the local agency officials to continue taking the actions formerly mandated by this section. However, nothing in this subdivision may be construed to impose any liability on a local agency that does not continue to take the formerly mandated action. (Amended by Stats. 2009, Ch. 332, Sec. 68.5. Effective January 1, 2010.) City of Santa - Annual ¢� July 1, 2018 - Statement of Investment Policy � r l35 June 30, 2019 FIGURE 1 ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT CODE (AS OF JANUARY 1, 2018)A APPLICABLE TO ALL LOCAL AGENCIESe See "Table of Notes for Figure 1" on the next page for footnotes related to this figure. INVEST NIT _MAXIMUM MATVRIT—Yc 0 MINIMUM QUALITY REQUIREMENT& Local Agency Bonds 5 years None None U.S. Treasury Obligations 5 years None None State Obligations— CAAnd Others 5years None None CA Local Agency 5 years None None Obligations U.S Agency Obligations 5 years None None Bankers'Acceptances 180 days 40%s None Commercial Paper— 40% of the Highest letter and number Pooled Funds' 270 days agencys moneys rating by an NRSROH Commercial Paper— 25% of the Highest letter and number Non -Pooled Funds` 270 days agency's money° ratlng by an NRSRO Negotiable Certificates 5 years 30%j None of Deposit Non-negotiable 5 years None None Certificates of Deposit Placement Service 5 years 30%" None Deposits Placement Service 5 years 30%• None Certificates of Deposit Repurchase Agreements Iyear None None Reverse Repurchase 20% of the base Agreements and Securities 92 daySL value of the None'" Lending Agreements portfolio Medium -Term NotmN 5 years 30% ..A., rating category or its equivalent or better Mutual Funds And Money N/A 20% Multiple°O Market Mutual Funds Collateralized Bank 5yeam None None Deposits Mortgage Pass -Through 5 years 20% "AA' rating category or its Securities equivalent or better County Pooled N/A None None Investment Funds Joint Powers Authority Pool N/A None Multiples Local Agency Investment N/A None None Fund (LAIF) Voluntary Investment N/A None None Program Fundi Supranational Obligationsu 5 years 30% "AA" rating category or its equivalent or better LOCAL AGENCSILM/ TM1rj2GUIDELINES " Sources: Sections 16340, 16429.1, 53601, 53601.8, 53635, 53635.2, 53635.8, and 53638. ° Municipal Utilities Districts have the author- ity under the Public Utilities Code Section 12871 to invest in certain securities not ad- dressed here. Section 53601 provides that the maximum tens of any Investment authorized under this section, unless otherwise stated, is rive years. However, the legislative body may grant express authority to make investments either specifically or as a part of an invest- ment program approved by the legislative body that exceeds this five yearmaturltylimit. Such approval must be issued no less than three months prior to the purchase of any se, curity exceeding the five-year maturity limit. Percentages apply to all portfolio Invest- ments regardless of source of funds. For instance, cash from a reverse repur- chase agreement would be subject to the restrictions. Reverse repurchase agreements or securi- lies lending agreements may exceed the 92 -day term if the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period be- tween the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity dates of the same security. " Reverse repurchase agreements must be made with primary dealers of the Federal Re - sere Bank of New York or with a nationally orstate chartered bank that has a significant relationship with the local agency. The local agency must have held the securities used for the agreements for at least 30 days. " "Mediumtemi notes" are defined in Section 53601 as "all corporate and depository lm stilution debt securities with a maximum re- ma)ning maturity of five years or less, issued by corporations organized and operating within the United States or by depository m- stitudons licensed by the United States or any state and operating within the United States" ` No more than 30 percent of the agency's o No more than 10 percent invested in any money may be in bankers' acceptances of any one commercial bank. one mutual fund. This limitation does not apply to money market mutual funds. ' "Select Agencies" are defined as a "city, a district, orotherlocal agency that doles] not pool money in deposits or investment with other local agencies, other than local agor cies that have the same governing body." ° Local agencies, other than counties are city and county, may purchase no more than 10 percent of the outstanding commercial pa- per of any single issuer. " Issuing witiomtion must be organized and operating within the U.S., have assets in ex- cess of $500 million, and debt other than commercial paper must be in a rating cat- egory of A° or its equivalent or higher by a nationally recognized statistical rating orga- nization, or the issuing corporation must be organized within the U.S. as a special pur- pose corpomdon, bust, or LLC, has program wide credit enhancements, and has com- mercial paper that is rated A-7" or higher, or the equivalent, by a nationally recognized statistical rating agency. "Other Agencies" are counties, a city and county, or other local agency "that pools moneym deposits orinvestments with other local agencies, including local agencies that have the same governing body." Local agencies that pool exclusively with other lo- cal agencies that have the same governing body must adhere to the limits set for "Se- lect Agencies,"above. No more than 30 percent of the agency's money may be in negotiable certificates of deposit that are authorized under Section 53601(1). K No more than 30 percent of the agencys moneymaybe irrvestedin deposits, including certificates of depositthrough a placement service (excludes negotiable certificates of deposit authorizedunderSection 53601(1)). ° Amutual fund must receive the highest rank- ing by not less than two nationally recog- nized rating agencies or the fund must retain an investment advisor who is registered with the SEC (or exempt from registration), has as- sets under management in excess of $500 million, and has at least five years' experi- ence investing in instruments authorized by Sections 53601 and 53635. ° A money market mutual fund must receive the highest ranking by not less than two nationally recognized statistical rating or- ganizations or retain an investment advisor registered with the SEC or exempt from registration and who has not less than five years' experience investing in money market instruments with assets undermanagement in excess of $500 million. " Issuer must be rated in a rating category of A" or its equivalent or better as provided by a nationallyrecognized statistical rating orga- nization. s Ajoint powers authority pool must retain an investment advisor who is registered with the SEC (or exempt from registration), has assets under management in excess of $500 mit- lion, and has at least five years' expedence investing in instruments authorized by Seo- tion 53601, subdivisions (a) to (o). ' Local entities can deposit between $200 million and $10 billion into the Voluntary Investment Program Pond, upon approval by their governing bodies. Deposits In the fund will be Invested in the Pooled Money Investment Account. ° Only those obligations issued oruncondition- ally guaranteed by the International Bank for Reconsuuction and Development (IBRD), International Finance Corporation (IFC), and Inter -American Development Bank (IADB). LOCAL AGENCY INVESTMENT GUIDELINES Also, while not expressly prohibited by State law, unregistered securities, such as Rule 144A securities, may not be purchased by local agencies because local agencies do not meet the Securi-ties and Exchange Commission definition of Qualified Institutional Buyers (QIB)' D CDIAC's "Issue Brief Rule 144A Securities "provide a smnmaryofsecurities in thisd= www.treas,mer. ca.gov/rdiarlisssrehriefs120130Zpdf. Section 53635.2 states that all local agency money may be invested in invest- ments set forth in 53601 or deposited for safekeeping in state or national banks, savings associations, federal associations, credit unions, or federally insured in- dustrial loan companies in this State. It also specifies certain requirements that such financial institutions must satisfy to hold local agency money. MINIMUM LEGAL REQUIREMENT: To be eligible to receive local agency money, a financial institution must receive an overall rating of not less than "satisfactory' from the appropriate federal su- pervisory agency for meeting the criteria specified in Section 2906 of Title 12 of the U.S. Code (Community Reinvestment Act of 1977). The Community Re- investment Act of 1977 (Act) requires financial institutions to demonstrate their commitment to meeting the credit needs of local communities in which they are chartered to do business. For the purpose of the Act, the appropriate federal supervisory agency includes: The Comptroller of the Currency with respect to national banks; • The Board of Governors of the Federal Reserve System with respect to state chartered banks that are members of the Federal Reserve system and bank holding companies; • The Federal Deposit Insurance Corporation (FDIC) with respect to state chartered banks and sav- ings banks that are not members of the Federal Reserve system and the deposits of which are insured by the FDIC; and • The Director of Office of Thrift Supervision with respect to savings associations (the deposits of which are insured by the FDIC) and sav- ings holding companies. LOCAL AGENC5I6[TM4N GUIDELINES iii. APPENDIX III. GLOSSARY OF CITY OF SANTA ANA INVESTMENT POLICY & RELATED CALIFORNIA CODE TERMS AGENCIES: Federal agency securities and/or Government Sponsored Enterprises (GSE). [Referenced pages: 9, 10, 15, 17, 29] ASSET- BACKED SECURITES (ABS): securities supported by pools of installment loans or leases or by pools of revolving lines of credit. [Referenced pages: 13] ASSOCIATION OF PUBLIC TREASURERS OF THE UNITED STATES AND CANADA: The Association of Public Treasurers of the United States and Canada (APTUS&C), formerly called the Municipal Treasurers Association of the United States and Canada (MTA US & C) was founded in 1965 and represents public treasury and finance officials in local, county, and state/provincial governments throughout North America. The Association provides educational seminars and conferences, publications, policy and legislative information, and technical assistance to members. [Referenced pages: 6, 21] BENEFICIAL SHARES/MONEY MARKET SHARES: in US securities law, a beneficial owner (as distinct from a "nominee owner," "registered owner,' or "record holder") of a security includes any person who, directly or indirectly, has or shares voting or investment power also known as money market shares. [Referenced pages: 12, 18] BENCHMARK: A comparative base for measuring the- performance or risk tolerance of the investment portfolio. A benchmark should represent a close correlation to the level of risk and the average duration of the portfolio's investments. [Referenced pages: 5, 191 BILLS OF EXCHANGE/BANKERS ACCEPTANCE (BA): A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer. These instruments are accepted as payment by banks engaged in financing trade. For example, a U.S. corporation planning to purchase goods from a foreign vendor will ask its bank to issue a letter of credit on behalf of the corporation. The letter of credit will allow the foreign vendor to draw a draft on the U.S. corporation's bank to pay for the merchandise. Upon receipt of the letter and the draft, the foreign vendor will ship the merchandise and present the draft at its bank, which allows the vendor to receive payment for the merchandise sold. The vendor's foreign bank forwards the draft to the U.S. bank, at which point the draft is "accepted" as an obligation that the purchaser's U.S. bank must pay at a specified maturity date. The U.S. bank may keep the acceptance or may sell it to a third party investor. Bankers' acceptances are sold at a discount and are considered fairly safe investment instruments because both the purchaser's bank and the initiating corporation are obligated to pay the holder at maturity. [Referenced pages: 9, 17, 29] BOOK VALUE: The value at which a debt security is shown on the holder's balance sheet. Book value is acquisition cost less amortization of premium or plus accretion of discount. [Referenced pages: 4, 12, 19] BOOK ENTRY: An electronic system of accountability, custody, transfer, and settlement of securities. Book -entry systems allow rapid and accurate transfers of securities with simultaneous cash settlement. [Referenced pages: 29, 31, 33] BROKER: A broker brings buyers and sellers together for a commission. [Referenced pages: 10, 23] City of Santa Annual July 1, 2018 Statement of Investment Policy 59b-45 June 30, 2019 BROKER-DEALER: Broker-dealer is used in securities regulation parlance to describe stock and securities brokerages, because most act as both agents and principals. A brokerage acts as a broker (or agent) when it executes orders on behalf of clients and acts as a dealer, or principal, when it trades for its own account. A broker-dealer is a natural person, company or other organization that engages in the business of trading securities for its own account or on behalf of its customers. [Referenced pages: 3, 7, 8, 23] CALIFORNIA MUNICIPAL TREASURERS ASSOCIATION (CMTA): Is the professional society of active public treasurers of California counties, cities and special districts. It sets ethical standards for the treasury profession in state and local governments in California. The Association provides educational seminars and conferences, publications, policy and legislative information, and technical assistance to members. [Referenced pages: 6, 21] CERTIFICATE OF DEPOSIT/ NEGOTIABLE CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Time certificates of deposit are collateralized in accordance with the State code. Large -denomination CD's are typically negotiable and non -collateralized. These instruments are issued by depository institutions such as commercial banks, savings institutions and credit unions against funds invested for a specified time period (typically between 0 to 5 years). The term "CD" by itself generally refers to negotiable certificates of deposit that can be resold to other parties. CDs, however, also may be nonnegotiable. Nonnegotiable CDs cannot be actively traded on the secondary markets and generally are held to maturity by the party that purchased them. Yields on CDs vary depending on liquidity, credit quality; and, for nonnegotiable CDs, whether they are collateralized. [Referenced pages: 11, 16, 17, 30] COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. [Referenced pages: 10, 14, 16, 30, 31, 33] COLLATERLIZED MORTGAGE OBLIGATION (CMO): Mortgage backed bond that separates mortgage pools into different maturity classes called traunches. CMO's are issued by Federal National Mortgage Corp. and Federal National Mortgage Association and are usually backed with a government guarantee and have an AAA bond rating. Planned Amortization Class CMOs (PAC) have stable prepayment schedules that do not react unfavorably in wide market swings. (Referenced page: 33] COMMERCIAL PAPER (CP): An unsecured obligation issued by a corporation or bank to finance its short- term credit needs, such as accounts receivable and inventory. Maturities typically range from 2 to 270 days. [Referenced pages: 10, 17, 28, 30] COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR): The official annual report of the (entity). It includes five combined statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance -related legal and contractual provisions, extensive introductory material, and a detailed Statistical Section. [Referenced page: 1] CONSTANT MATURITY TREASURY (CMT) RATE: CMT rate is an adjustment for equivalent maturity, used by the Federal Reserve Board to compute an index based on the average yield of various Treasury securities maturing at different periods. [Referenced page: 5, 19] CORPORATE BOND: A debt security issued by corporation and sold to investors. The backing for the bond is usually the payment ability of the company, which is typically money to be earned from future operations. [Referenced page: 6] City of Santa - Annual P B July 1, 2018 - Statement of Investment Policy w C June 30, 2019 CREDIT QUALITY: The measurement of the financial strength of a bond issuer. This measurement helps an investor to understand an issuers ability to make timely interest payments and repay the loan principal upon maturity. Generally, the higher the credit quality of a bond issuer, the lower the interest rate paid by the issuer because the risk of default is lower. Credit quality ratings are provided by nationally recognized rating agencies. [Referenced page: 41 CREDIT RISK: The risk to an investor that an issuer will default in the payment of interest and/or principal on a security. [Referenced pages: 2, 3, 17] DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. [Referenced pages: 3, 7, 8, 10, 16, 23, 31, 321 DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: delivery versus payment and delivery versus receipt. Delivery versus payment is delivery of securities with an exchange of money for the securities. Delivery versus receipt is delivery of securities with an exchange of a signed receipt for the securities. [Referenced pages: 16, 18] DERIVATIVE: Financial instruments which have a principal and/or interest payment subject to uncertainty as to timing and/or amount including financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying index or security, and may include a leveraging factor, or financial contracts based upon notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities or commodities). [Referenced page: 13] DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns. [Referenced page: 16] DURATION: Is a measure of time (term of investment) which also is a measure of the sensitivity of the price (the value of principal) of a fixed-income investment to a change in interest rates. Duration is expressed as a number of years. Rising interest rates mean falling bond prices, while declining interest rates mean rising bond prices. [Referenced pages: 4, 17] FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that insures bank deposits, currently up to $250,000 per deposit. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open -market operations. [Referenced pages: 27, 35] FEDERAL FARM CREDIT BANK (FFCB): Notes are high credit quality, short-term debt instruments, issued at a discount to their par amount, similar to U.S. Treasury bills. FFCB provides a steady and continuous stream of capital for the agricultural sector in all 50 states and Puerto Rico. Presently, the Farm Credit System funds approximately 35 percent of all U.S. farm business debt. [Referenced page: 9] FEDERAL HOME LOAN BANKS (FHLB): Government sponsored wholesale banks (currently 12 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions and insurance companies. The mission of the FHLB is to liquefy the housing related assets of its members who must purchase stock in their district Bank. [Referenced pages: 9, 16, 26, 27] FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder -owned corporation. The corporation's purchases include a variety of adjustable mortgages and City of Santa - AnnualP C July 1, 2018 - Statement of Investment Policy �� A 7 June 30, 2019 second loans, in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. [Referenced page: 9] FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks that are members of the system or interest-bearing, and usually have a limited or nonexistent secondary market. Commercial paper is usually issued by companies with high credit ratings, meaning that the investment is almost always relatively low risk. [Referenced pages: 7, 9, 10, 26, 31, 32] FIDUCIARY: Person, company, or association holding assets in trust of a beneficiary. [Referenced pages: 14, 23] FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (FINRA): FINRA is a private corporation that acts as a self-regulatory organization (SRO). FINRA is the successor to the National Association of Securities Dealers, Inc. (NASD) and the member regulation, enforcement and arbitration operations of the New York Stock Exchange. It is a non-governmental organization that regulates member brokerage firms and exchange markets. The government agency which acts as the ultimate regulator of the securities industry, including FINRA, is the Securities and Exchange Commission. [Referenced page: 7] FUTURES CONTRACT: Agreement to buy or sell a specific amount of a commodity or financial instrument at a particular price on a stipulated future date. [Referenced pages: 9, 33] EX OFFICIO: Ex officio describe a position someone automatically gains because of another job or position he/she already holds. For example, the United States Vice President is the ex officio President of the Senate. In a like fashion, in accordance with the California Government Code the Chief Fiscal Officer of a city which does have a specified City Treasurer is "ex officio" City Treasurer. [Referenced page: 6] GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA or Ginnie Mae): Securities influencing the volume of bank credit guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by full faith & credit of the U.S. Government. Ginnie Mae securities are backed by FHA, VA or FHA mortgages. The term "pass- throughs" is used to describe Ginnie Maes. [Referenced page: 9] GAAP (GENERALLY ACCEPTED ACCOUNTING PRINCIPLES): Is a collection of commonly -followed accounting rules and standards for financial reporting. The acronym is pronounced "gap." GAAP specifications include definitions of concepts and principles, as well as industry -specific rules. [Referenced page: 2] GUARANTEED INVESTMENT AGREEMENTS OR CONTRACTS (GIC): An agreement or contract that guarantees repayment of principal and a fixed or floating interest rate for a predetermined period of time. [Referenced page: 14] INTEREST: The amount earned while owning a debt security, generally calculated as a percentage of the principal amount. [Referenced pages: 9, 12, 13, 14, 15, 16, 17, 26, 29, 32, 33, 34, 35] INVERSE FLOATER: A bond or other type of debt whose coupon rate has an inverse relationship to a benchmark rate. An inverse floater adjusts its coupon payment as the interest rate changes. (Referenced pages: 34] City of Santa - Annual p� July 1, 2018 - Statement of investment Policy 5�^D50-48 June 30, 2019 INVESTMENT POLICY: A concise and clear statement of the objectives and parameters formulated by an investor or investment manager for a portfolio of investment securities. [Referenced pages: 1, 2, 3, 5, 6, 8, 10, 11, 13, 15, 16, 18, 19, 20, 21, 22, 34, 351 ISSUER: A legal entity that has the power to issue and distribute securities. Issuers include corporations, municipalities, foreign and domestic governments and their agencies, and investment trusts. [Referenced pages: 3, 7, 12, 16, 17, 19, 23, 28, 30, 31, 33, 35] JOINT POWERS AUTHORITIES (JPAs): JPAs are legally created entities that allow two or more public agencies to jointly exercise common powers. Forming such entities permits public agencies with the means to provide services more efficiently and in a cost-effective manner such as JPA investment pools. The Joint Exercise of Powers Act, as codified in California Government Code Section 6500, governs JPAs. Under the Act, JPAs are restricted to use by public agencies only. However, the term public agency is defined very broadly. A public agency can include, but is not limited to, the federal government, the state or state departments, local agencies, mutual water companies, public districts and recognized Indian tribes. [Referenced pages: 15, 33] LIQUIDITY: Liquidity describes the degree to which an asset or security can be quickly bought or sold in the market without affecting the asset's price. [Referenced pages: 2, 3, 4, 5, 11, 12, 13, 19, 20, 21] LOCAL AGENCYIPUBLIC LOCAL AGENCY: Means a county, city, city and county, including a chartered city or county, school district, community college district, public district, county board of education, county superintendent of schools, or any public or municipal corporation. [Referenced pages: 10, 11, 15, 17, 20, 21, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35] LOCAL AGENCY INVESTMENT FUND (LAIF): A voluntary program created by statute in 1977 as an investment alternative for California's local governments and special districts. Local agencies may participate in the state's portfolio, which invests hundreds of millions of dollars, using the investment expertise of the Treasurer's Office investment staff at no additional cost to the taxpayer. LAIF is part of the Pooled Money Investment Account (PMIA). The PMIA began in 1955 and oversight is provided by the Pooled Money Investment Board (PMIB) and an in-house Investment Committee. The PMIB members are the State Treasurer, Director of Finance, and State Controller. The Local Investment Advisory Board (LIAB) provides oversight for LAIF. The Board consists of five members as designated by statute. The State Treasurer, as Chairman, or his designated representative appoints two members qualified by training and experience in the field of investment or finance, and two members who are treasurers, finance or fiscal officers or business managers employed by any county, city or local district or municipal corporation of this state. [Referenced pages: 11, 15, 17, 21, 22, 25, 26, 34, 35) LOCAL GOVERNMENT INVESTMENT POOL (LGIP): The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment. [Referenced page: 141 MARKET RISK: The risk that the value of a security will rise or decline as a result of changes in market conditions. [Referenced page: 13] MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold. [Referenced pages: 3, 4, 5, 10, 16, 20, 30, 33, 35) MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase or reverse repurchases a security that establishes each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer -lender to liquidate the underlying securities in the event of default by the seller -borrower. [Referenced page: 10] City of Santa - Annualpp�� July 1, 2018 - Statement of Investment Policy 5 `8b 49 49 June 30, 2019 MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. [Referenced pages: 3, 4, 5, 9, 10, 11, 12, 13, 17, 18, 19, 20, 29, 30, 31, 32, 33, 34, 351 MEDIUM TERM CORPORATE NOTES (MTN): Refers to all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. [Referenced pages: 12, 17] MONEY MARKET: The market in which short-term debt instruments (bills, commercial paper, bankers' acceptances, etc.) are issued and traded. A money market mutual fund is a type of fixed income mutual fund that invests in debt securities characterized by their short maturities and minimal credit risk. Money market securities must be highly liquid and of the highest quality, thus money market mutual funds are among the lowest -volatility types of investments. [Referenced pages: 4, 12, 14, 15, 16, 18, 321 MONEY MARKET FUNDS: Seek to limit exposure to losses due to credit, market, and liquidity risks. Money market funds in the United States are regulated by the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940. Rule 2a-7 of the act restricts the quality, maturity and diversity of investments by money market funds. Under this act, a money fund mainly buys the highest rated debt, which matures in under 13 months. The portfolio must maintain a weighted average maturity (WAM) of 60 days or less and not invest more than 5% in any one issuer, except for government securities and repurchase agreements. Unlike most other financial instruments, money market funds seek to maintain a stable value of $1 per share. Funds are able to pay dividends to investors. [Referenced page: 12, 32] MUTUAL FUND: An investment vehicle that is made up of a pool of funds collected from many investors for the purpose of investing in securities such as stocks, bonds, money market instruments and similar assets. Mutual funds are operated by money managers, who invest the fund's capital and attempt to produce capital gains and income for the fund's investors. A mutual fund's portfolio is structured and maintained to match the investment objectives stated in its prospectus. A money market mutual fund is a type of fixed income mutual fund that invests in debt securities characterized by their short maturities and minimal credit risk. [Referenced pages: 4, 12, 14, 15, 16, 321 MORTGAGE PASS-THROUGH SECURITY: These instruments are based on pooled home mortgages sold by federal agencies and instrumentalities such as Ginnie Mae and Freddie Mac. The amount of principal and interest paid to investors varies from month to month in part because homeowners may accelerate principal payments on a mortgage. The anticipated pay down schedule of the securities will vary from mortgage pool to mortgage pool. Mortgage pass-through securities are complex investment instruments that do not respond to market forces like other, more standard investment instruments. In a declining interest rate environment, mortgage pass-through investors face higher reinvestment risk and lower returns from their investment than investors in other instruments because homeowners tend to refinance in lower interest rate environments, accelerating the principal payments on their mortgages. Thus, the mortgage pass-through investor receives the accelerated principal payments at par and must reinvest these earnings in a lower interest rate environment. [Referenced page: 33] NATIONAL ASSOCIATION OF STATE TREASURERS (NAST]: Provides advocacy and support that enables member states to pursue and administer sound financial policies and programs benefiting the citizens of the nation. The Association provides educational seminars and conferences, publications, policy and legislative information, and technical assistance to members. [Referenced page: 6] NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION (NRSRO]: A NSRO is a credit rating agency (CRA] that issues credit ratings that the U.S. Securities and Exchange Commission (SEC] permits other financial firms to use for certain regulatory purposes. [Referenced page: 30] City of Santa - Annual P F July 1, 2018 - Statement ofInvestment Policy 57-�-50 June 30, 2019 OPTION: Right to buy or sell property that is granted in exchange for an agreed upon sum. If the right is not exercised after a specified period, the option expires and the option buyer forfeits the money. [Referenced page: 33] PAR AMOUNT: The face amount or value of a bond. [Referenced page: 19, 351 PASS -THOUGH SECURITY: A pool of fixed income securities backed by a package of assets (i.e. mortgages) where the holder receives the principal and interest payments. [Referenced pages: 331 PORTFOLIO: Collection of securities held by an investor. [Referenced pages: 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 25, 31, 35] PRINCIPAL: The face value or par value of an investment. [Referenced pages: 3, 4, 9, 13, 14, 21, 291 PRUDENT INVESTOR STANDARD: A standard defined under State Government Code Section 53600.3 that states when investing, reinvesting, purchasing, acquiring, exchanging selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the City, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the local agency. [Referenced page: 2, 9, 11] RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond the current income return. [Referenced pages: 4, 13, 19] REPURCHASE AGREEMENT (RP or REPO): A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer" in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. (E.g. - A contract in which the seller of securities, such as Treasury Bills, agrees to buy them back at a specified time and price; also called buyback.) See also Master Repurchase Agreement. [Referenced pages: 10, 16, 17, 29, 30, 31, 321 REVERSE REPURCHASE AGREEMENT (REVERSE RP or REPO): A reverse -repurchase agreement (reverse repo) involves an investor borrowing cash from a financial institution in exchange for securities. The investor agrees to repurchase the securities at a specified date for the same cash value plus an agreed upon interest rate. Although the transaction is similar to a repo, the purpose of entering into a reverse repo is quite different. While a repo is a straightforward investment of public funds, the reverse repo is a borrowing. [Referenced pages: 14, 29, 30, 31, 32] SAFEKEEPING AND CUSTODY: In a third -party safekeeping agreement, the local government agency arranges for a firm other than the party that sold the investment to provide for the transfer and safekeeping of the securities. Financial firms should not serve as both government broker-dealer and custodian. Safekeeping represents a financial institution's obligation to act on behalf of the owner under the owner's control. Custody is a more clearly defined control position by the agent responding to the owner's requirements. Custody normally does not take place in the governmental entities depository bank. Investments should be settled in a delivery -versus -payment (DVP) basis. In this procedure, the buyer's payment for securities is due at the time of delivery. Security delivery and payment occur simultaneously. This practice ensures that no funds are at risk in an investment transaction as funds are not released until securities are delivered, ensuring the governmental entity has either money or securities at all times during the transaction. [Referenced page: 16] City of Santa - AnnualJuly 1, 2018 - Statement of Investment Policy 5gr)G5 June 30, 2019 SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution. [Referenced page: 41 SECURITIES AND EXCHANGE COMMISSION: Agency created by Congress to protect investors in securities transactions by administering securities legislation. [Referenced pages: 12, 32, 331 SPECULATION: Assumption of risk in anticipation of gain but recognizing a higher than average possibility of loss. [Referenced page: 14] SWAP: Trading one asset for another. [Referenced page: 41 SUPRANATIONAL OBLIGATIONS: United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase or sale within the United States. [Referenced pages: 9, 17] TREASURIES: Negotiable U.S. Government debt obligations, backed by its full faith and credit, comprising of short-term Treasury Bills (maturity less than one year), medium-term Treasury Notes (maturity one to ten years), and long-term Treasury bonds (maturity from 10 to 30 years). [Referenced pages: 3, 5, 17] TREASURY BILLS (T -Bills): A non-interest bearing discount security issued by the US Treasury to finance the national debt. A T -Bill is a short-term debt obligation backed by the U.S. government with a maturity of less than one year, sold in denominations of $1,000 up to a maximum purchase of $5 million. T-bills are sold with maturities of four, thirteen, twenty-six and fifty-two weeks. They do not pay interest, but rather are sold a discount to their face value. Effective interest is earned at maturity. [Referenced pages: 9, 10, 171 TREASURY BONDS (T -Bonds): Long-term coupon -bearing US Treasury securities issued as direct obligations of the US Government and having initial maturities of more than 10 to 30 years. Next to treasury bills (maturity less than one year), and treasury notes (maturity one to ten years) T -bonds are the safest form of marketable investment. [Referenced pages: 9, 10, 171 TREASURY NOTES: Medium-term coupon -bearing US Treasury securities issued as direct obligations of the US Government and having initial maturities from one to 10 years. Treasury notes are available from the government with either a competitive or noncompetitive bid. [Referenced pages: 9, 10, 17, 291 WEIGHTED AVERAGE MATURITY (WAM): The average maturity of all the securities that comprise a portfolio. According to SEC rule 2a-7, the WAM for SEC registered money market mutual funds may not exceed 90 days and no one security may have a maturity that exceeds 397 days. [Referenced page: 19] YIELD: The rate of annual income return on an investment, expressed as a percentage: (a) Income Yield is obtained by dividing the current dollar income by the current market price for the security; (b) Net Yield or Yield to Maturity is the current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond. [Referenced pages: 3, 4, 5, 19, 211 City of Santa - Annual �¢P July 1, 2018 - Statement of Investment Policy 50-52 June 30, 2019 APPENDIX IV. GLOSSARY OF ADDITIONAL COMMON PUBLIC LOCAL AGENCY INVESTMENT TERMS ACCRUED INTEREST: The accumulated interest payable on a security since the last interest payment made by the issuer. AMORTIZATION: The systematic reduction of the amount owed on a debt issue through periodic payments of principal. ASKED PRICE (OR ASK): The price at which securities are offered. BASIS POINT: A unit of measurement used in the valuation of fixed-income securities equal to 1/100 of 1 percent of yield, e.g., "1/4" of 1 percent is equal to 25 basis points. BID PRICE: The price offered by a buyer of securities. (When you are selling securities, you ask for a bid.) See Offer Price. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION (CDIAC): This California state commission provides information, education and technical assistance on debt issuance and public fund investments to local public agencies and other public finance professionals. The Commission was created in 1981 as the California Debt Advisory Commission to function as the State's clearinghouse for public debt issuance information and is tasked to assist state and local agencies with the monitoring, issuance and management of public debt. The Commission's name was changed to the California Debt and Investment Advisory Commission with the passage of Chapter 833, Statutes of 1996 (AB 1197), and its mission was expanded to cover public investments. CALIFORNIA SOCIETY OF MUNICIPAL FINANCE OFFICERS (CSMFO): Is a professional association of state, county, and local govemment finance officers in California. A statewide organization serving all California municipal finance professionals, an affiliate of the nationwide Government Finance Officers Association (GFOA), membership is open to anyone in the State of California actively engaged in government finance in any city, county, or special district. CSMFO has technical and professional committees that deal with financial issues facing government and the public. CALLABLE SECURITIES: A security that can be redeemed by the issuer before the scheduled maturity. CALL PRICE (OR CALL): The price at which an issuer may redeem a bond prior to maturity. The price is usually at a slight premium to the bond's original issue price to compensate the holder for loss of income and ownership. CalTRUST (INVESTMENT TRUST OF CALIFORNIA): An investment pool partnership authorized under California state law created by the CSAC (California State Association of Counties) Finance Corporation and the League of California Cities to provide a convenient method for local agencies to pool their assets for investment. State statute authorizes local agencies to directly invest in joint investment pools, such as CalTRUST. There is no requirement that a local agency become a JPA member. Local agencies have four account options — Government Fund, Money Market Fund, Short -Tenn, or Medium -Term accounts. Local agencies can select an account option which matches their investment time horizon and cash flow needs and easily reallocate among accounts as those needs change. City of Santa - Annual July 1, 2018 - Statement of Investment Policy 5E)'-53 June 30, 2019 CERTIFICATE OF DEPOSIT ACCOUNT REGISTRY SERVICE (CDARS): A program with an approved depository that removes the need for collateral by providing full FDIC insurance for certificates of deposit. COLLATERALIZED BANK DEPOSITS: Collateralized bank deposits can be broadly defined as notes, bonds, and other obligations (such as nonnegotiable CDs) that are secured at all times by valid first parry interest in collateral. For California local agencies, the collateral must meet specified Government Code requirements. CONVEXITY: Is the measure of the curve in the relationship between a bond's price and its yield. Consider the price and yield of Bond A on a graph, where price is marked on the vertical axis, and yield on the horizontal. A bond's price and yield are inversely related, so as its price decreases, its yield increases. CURRENT YIELD (CURRENT RETURN): A yield calculation determined by dividing the annual interest received on a security by the current market price of that security. CUSTODIAN BANK: A financial institution that holds customers' securities for safekeeping to minimize the risk of their theft or loss. A custodian holds securities and other assets in electronic or physical form. CUSIP: CUSIP or CUSPIC number stands for Committee on Uniform Securities Identification Procedures. A CUSIP number identifies most financial instruments, including: stocks of all registered U.S. and Canadian companies, commercial paper, and U.S. government and municipal bonds. The CUSIP system (formally known as CUSIP Global Services) --owned by the American Bankers Association and managed by Standard & Poor's - facilitates the clearance and settlement process of securities. CUSIP numbers consist of nine characters (including letters and numbers) that uniquely identify a company or issuer and the type of financial instrument. A similar system is used to identify foreign securities (CUSIP International Numbering System or CINS). CINS employs the same nine character identifier as CUSIP, but also contains a letter in the first position to signify the issuer's country or geographic region. DEBENTURE: A bond secured only by the general credit of the issuer. DISCOUNT: The difference between the cost price of a security and its maturity when quoted at lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount. DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued a discount and redeemed at maturity for full face value (e.g. - U.S. Treasury Bills). FAIR VALUE: The amount at which an investment could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions and individuals, e.g., S&L's, small business firms, students, farmers, farm cooperatives, and exporters. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open -market operations. FEDERAL OPEN MARKET COMMITTEE (FOMC): Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money. City of Santa - Annual July 1, 2018 - Statement of Investment Policy 59b1 54 June 30, 2019 INVERTED YIELD CURVE: A chart formation that illustrates long-term securities having lower yields than short-term securities. This configuration usually occurs during periods of high inflation coupled with low levels of confidence in the economy and a restrictive monetary policy. INVESTMENT-GRADE OBLIGATIONS: An investment instrument suitable for purchase by institutional investors under the prudent person rule. Investment-grade is restricted to those obligations rated BBB or higher by a rating agency. LADDERING: Is a bond investment strategy whereby an investor staggers the maturity of the bonds in his/her portfolio so that the bond proceeds can be reinvested at regular intervals. Laddering avoids the risk of reinvesting a large portion of assets in an unfavorable financial environment. Each "rung" of the ladder is a bond of a specific maturity date and the "height" of the ladder is the difference between the shortest maturity bond and the longest maturity bond. Benefits of utilizing a rolling inventory of bonds with "laddered" maturities are primarily three -fold: (1) Interest rate risk is decreased by holding both short-term and long-term bonds thereby spreading risk along the interest rate curve. If rates are rising, as one bond matures the funds can be re -invested into higher yield bonds. (2) - Decrease re -investment risk because as one bond in the ladder matures, the cash is re -invested, but it only represents a portion of the total portfolio. Even if prevailing rates at the time of re -investment are lower than the previous bond was returning, the smaller amount of reinvestment dollars mitigates the risk of investing a lot of cash at a low return. (3) - Maintain steady cash flows to encourage regular saving to encourage an income-producing portfolio. MARK -TO -MARKET: The process whereby the book value or collateral value of a security is adjusted to reflect its current market value. OFFER PRICE (OR OFFER): The price asked by a seller of securities. (When you are buying securities, you ask for an offer.) See Asked Price and Bid Price. OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool. PASSBOOK SAVINGS ACCOUNT: A savings account in which deposits and withdrawals are recorded in the depositor's passbook. QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits. REINVESTMENT RISK: The risk that a fixed-income investor will be unable to reinvest income proceeds from a security holding at the same rate of return currently generated by that holding. SEC RULE 15(C)3-1 [Uniform Net Capital Rule]: Every broker or dealer must at all times have and maintain net capital no less than the greater of the highest minimum requirement applicable to its ratio requirement under paragraph (a)(1) of this section, or to any of its activities under paragraph (a)(2) of this section, and must otherwise not be "insolvent" as that term is defined in paragraph (c)(16) of this section. City of Santa - Annual July 1, 2018 - Statement of Investment Policy 5toK55 June 30, 2019 STRUCTURED NOTES: Notes issued by Government Sponsored Enterprises (FHLB, FNMA, SLMA, etc.) and Corporations, which have imbedded options (e.g., call features, step-up coupons, floating rate coupons, derivative -based returns) into their debt structure. Their market performance is impacted by the fluctuation of interest rates, the volatility of the imbedded options and shifts in the shape of the yield curve. TIME DEPOSITS: These instruments are issued by depository institutions against funds deposited for a specified length of time. For the purpose of this report, time deposits (which would include instruments such as deposit notes) are distinct from CDs. The primary difference between the two is the method of interest calculation. Interest payments on time deposits are calculated in a manner similar to that of corporate bonds whereas interest payments on CDs are calculated similarly to money market instruments. TOTAL RETURN: All money earned on a bond or bond fund from annual interest and market gain or loss, if any, including the deduction of sales charges and/or commissions. WHEN ISSUED (WI): A conditional transaction in which an authorized new security has not been issued. All "when issued" transactions are settled when the actual security is issued. YIELD CURVE: A graphic representation that depicts the relationship at a given point in time between yields and maturity for bonds that are identical in every way except maturity. A normal yield curve may be alternatively referred to as a positive yield curve. YIELD TO CALL (YTC): The rate of return you receive if you hold the bond to its call date and the security is redeemed at its call price. YTC assumes interest payments are reinvested at the yield -to -call date. YIELD TO MATURITY (YTM): The overall interest rate earned by an investor who buys a bond at the market price and holds it until maturity. Mathematically, it is the discount rate at which the sum of all future cash flows (from coupons and principal repayment) equals the price of the bond. YIELD TO WORST (YTW): The lower yield of yield -to -call and yield -to -maturity. Investors of callable bonds should always do the comparison to determine a bond's most conservative potential return. ZERO-COUPON SECURITIES (STRIPS): Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity. California state law does not allow local agencies to purchase these securities because of the greater interest rate risk and price volatility associated with them. City of Santa -Annual July 1, 2018 - Statement of Investment Policy db 56 June 30, 2019 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE A SUB -GRANT AGREEMENT AND RECEIVE FUNDS FROM THE CALIFORNIA EMPLOYMENT DEVELOPMENT DEPARTMENT FOR THE FEDERAL WORKFORCE INNOVATION & OPPORTUNITY ACT (STRATEGIC PLAN NO 2,4) r RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s1 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager or designee to execute a sub -grant agreement and all necessary documents to receive Federal Workforce Innovation and Opportunity Act funds from the State of California Employment Development Department, for a period from July 1, 2018 to June 30, 2021, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute the sub -grant agreement and all necessary documents with the State of California Employment Development Department, for a period from April 1, 2018 to June 30, 2020, for an amount of $862,145, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The federal Workforce Innovation and Opportunity Act (WIOA) was signed into law on July 22, 2014. WIOA is designed to help job seekers access employment, education, training, and support services to succeed in the labor market and to match employers with the skilled workers they need to compete in the global economy. WIOA supersedes the Workforce Investment Act of 1998 and is the first legislative reform of the public workforce system in 15 years. California is a direct recipient of WIOA funding and contracts with the City of Santa Ana as a designated Local Workforce Development Areas (LWDA) to address workforce needs of employers and the community. 55E-1 Adopt A Resolution Authorizing the City Manager or Designee to Execute a Sub -Grant Agreement to Receive Federal Workforce Innovation and Opportunity Act Title I Funds for Program Year 2018-2020 Page 2 A new sub -grant agreement is required at the beginning of each program year in order to receive WIOA funds as allocated by the State of California, Employment Development Department (EDD). Upon approval of the resolution and execution of the sub -grant agreement the City's WIOA allocation for youth funds will be $862,145. WIOA allocation for Program Year 2018-2020 will be as follows: While the initial award is for youth funding, no further action will be required by the City to receive the Adult, Dislocated Worker, and Rapid Response funds as EDD will disburse through unilateral sub -grant modifications later in the program year. This year, the final WIOA formula allocations were announced by EDD late in the City's budget preparation process. Staff will review the recently approved City Budget and adjust various line items to reflect the final allocations. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #2 - Youth Education, Recreation, Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT The adopted FY 2018-19 budget included the estimated $934,605 in WIOA Youth grant funding. The budget will be reduced to reflect the actual allocation. Steven A Mendoza Executive Director Community Development Agency DS/bz Exhibits: 1. Resolution 2. WIOA Sub Grant Agreement APPROVED AS TO FUNDS AND ACCOUNTS: 3m. 3iCs 1 Francisco Gutierrez Executive Director Finance & Management Services Agency 55E-2 Adult Dislocated Youth Rapid Totals Worker Response Final 2018-19 Allocation $849,233 $497,136 $862,145 $462,553 $2,671,067 Amounts Budgeted Amounts $909,650 $523,545 $934,605 $342,000 $2,709,800 Difference ($60,417) ($26,409) ($72,460) $120,000 ($38,733) While the initial award is for youth funding, no further action will be required by the City to receive the Adult, Dislocated Worker, and Rapid Response funds as EDD will disburse through unilateral sub -grant modifications later in the program year. This year, the final WIOA formula allocations were announced by EDD late in the City's budget preparation process. Staff will review the recently approved City Budget and adjust various line items to reflect the final allocations. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #2 - Youth Education, Recreation, Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT The adopted FY 2018-19 budget included the estimated $934,605 in WIOA Youth grant funding. The budget will be reduced to reflect the actual allocation. Steven A Mendoza Executive Director Community Development Agency DS/bz Exhibits: 1. Resolution 2. WIOA Sub Grant Agreement APPROVED AS TO FUNDS AND ACCOUNTS: 3m. 3iCs 1 Francisco Gutierrez Executive Director Finance & Management Services Agency 55E-2 EXHIBIT 1 ROH — 07/17/18 RESOLUTION NO. 2018- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE A SUBGRANT AGREEMENT AND ALL NECESSARY DOCUMENTS TO RECEIVE FUNDS FOR THE WORKFORCE INNOVATION AND OPPORTUNITY ACT WITH THE STATE OF CALIFORNIA, WORKFORCE SERVICES DIVISION, THROUGH PROGRAM YEAR 2021 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Workforce Innovation and Opportunity Act (WIOA) of 2014 provides funds to Local Workforce Development Areas (LWDA) to operate job -training programs permissible under the Act for adults, dislocated workers and youth meeting specific criteria set forth in the Act. B. The California Workforce Investment Board recommended approval that Santa Ana be designated as a local workforce development area under WIOA. The Governor and Secretary of the Labor and Workforce Development Agency concurred with the recommendation. C. Anew sub -grant is required at the beginning of each fiscal year in order to avoid the commingling of funds from the previous year. Submittal of this sub -grant is the first step in the process enabling the City of Santa Ana to receive WIOA funds as they are allocated by the State of California at the beginning of each new fiscal year. D. Submittal of the sub -grant agreement will enable the City to receive WIOA Youth Formula Funds. The City will also receive Adult and Dislocated Worker Formula Funds through a unilateral modification from the State of California. E. The sub -grant and other related documents from the State of California must be reviewed and executed by the City of Santa Ana in order to receive said funding. Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager or his designee to execute all necessary documents related to the sub -grant with the State of California, Workforce Services Division, for the next three (3) years of 55E-3 Resolution No. 2018-XXX 01 1 0 2 EXHIBIT 1 the W IOA program, until June 30, 2021, so long as the City remains designated as a local workforce development area under WIOA. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: Ryan O.kAodo Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: Clerk of Council City of Santa Ana Resolution No. 2018 -XXX 55E-4 Page 2 of 2 WIOA SUBGRANT AGREEMENT SANTA ANA WORKFORCE INV BOARD (PASS-THROUGH ENTITY: State of California Employment Development Dept. Central Office Workforce Services Division P.O.Box 826880, MIC 69 Sacramento, CA 94280-0001 SUBGRANT NO: K9110047 MODIFICATION NO: New SUBRECIPIENT CODE: SAN UNIQUE ENTITY NO: 083153247 INDIRECT COST RATE: SUBRECIPIENT: SANTA ANA WORKFORCE INV BOARD 1000 EAST SANTA ANA BLVD. SANTA ANA, CA 92701 GOVERNMENTAL ENTITY: Yes This Subgrant Agreement is entered into by and between the State of California, Employment Development Department, hereinafter the Pass-through Entity, and the SANTA ANA WORKFORCE INV BOARD, hereinafter the Subrecipient. The Subrecipient agrees to operate a program in accordance with the provisions of this Subgrant and to have an approved Workforce Innovation and Opportunity Act (WIOA) Local Pian for the above named Pass-through Entity filed with the Pass-through Entity pursuant to the WIOA. This modification consists of this sheet and those of the following exhibits, which are attached hereto and by this reference made a part hereof: Funding Detail Chart General Provisions Youth Formula Rd 1 JALLOCATION(s) PRIORAMOUNTi $0.00' The Pass-through Entity agrees to reimburse the INCREASE/DECREASE: $862,145.001 Subrecipient not to exceed the amount listed TOTAL: $862,145.001 hereinafter TOTAL' TERM OF AGREEMENT Terms of Exhibits are as From:4/1/2018 To: 6/30/2020 designated on each exhibit) PURPOSE: The purpose of this action is to initiate the Local Area's new Program Year (PY) 2018-19 Workforce Innovation and Opportunity Act (WIOA) Title I subgrant agreement and to Incorporate WIOA Youth formula funding into Grant Code (GC) 301. The amount in GC 301 represents this Local Area's entire youth formula allocation for PY 12018-19. The term date for these funds Is April 1, 2018 to June 30, 2020. The Local Area will operate the WIOA program in accordance with the approved Workforce Innovation and Opportunity Plan on file In the Central Office Workforce Services Division of the Employment Development Department, P.O. Box 826882, MIC 50, Sacramento, ;CA 92480-0001. )ROVED FOR PASS-THROUGH ENTITY(EDD) Signature) and Title GUTIERREZ OFFICE WORKFORCE SERVICES FOR SUBRECIPIENT (By Signature) Name and Title hereby certify that to my knowledge, the budgeted This agreement does not fall within the meaning of Section rods are available for the period and purpose of 10295 of Chapter 2 of Part 2 of Division 2 of the Public xpenditures as stated herein 'Contract Code of the State of California and pursuant to 58 +OPS Cal. Atty. Gen 586, is exempt from review or approval of the Dept. of General Services and the Dept. of Finance , Signature of EDD Accounting Officer AS TO FORM Y O. HODGE a CltyAttumey 55E-5 Page 1 of 17 Budget Item: 7100 Fund:0669 Budgetary Attachment; No Chapter:014 Statute: 2017 FY: 17116 55E-6 I: *./.1. Page 2 of 17 SANTA ANA WORKFORCE INV BOARD 14/01/2016 to 06/30/2020 Prog/Element 6_1/90 R_ of 101 Fed Catig_17.259 ._� Total WLAM16A Formut: SUBGRANT AGREEMENT FUNDING DETAIL SHEET I. Allocation SUBGRANB&AKT42 MODIFICATION NO:New All references are to the Workforce Innovation and Opportunity Act of 2014, Title I, Unless otherwise noted. For modifications purposes only. All other terms and conditions of this exhibit 55E-7 Page 3 of 17 EXHIBIT 2 NARRATIVE SUBGRANT NO:K9110047 MODIFICATION NO: 0 SUBRECIPIENT:SANTA ANA WORKFORCE INV BOARD FAIN NO: AA -32213-18-55-A-6 FEDERAL AWARD DATE: 6/27/2018 FUNDING SOURCE: Youth Formula Rd 1 - 301 TERM OF THESE FUNDS: 04/01/2018 - 06/30/2020 ............................................................. ,Use of funds added by this modification is limited to this period and ; ;additionally limited by the recapture provisions applicable to this funding source. The state may at Its discretion recapture funds obligated under this exhibit, if expenditure plans are not being met. .................................................. PROGRAM NARRATIVE The purpose of this action is to initiate the Local Area's new Program Year (PY) 2018-19 Workforce Innovation and Opportunity Act (WIOA) Title I subgrant agreement and to Incorporate WIOA Youth formula funding into Grant Code (GC) 301. The amount in GC 301 represents this Local Area's entire youth formula allocation for PY 2018-19. The term date for these funds is April 1, 2018 to June 30, 2020. The Local Area will operate the WIOA program In accordance with the approved Workforce Innovation and Opportunity Plan on file in the Central Office Workforce Services Division of the Employment Development Department, P.O. Box 826882, MIC 50, Sacramento, CA 92480-0001. .......................... .------------------------------------- ..........---------- I ---------- ;This exhibit adds to and does not replace the terms and conditions of any other exhibit included in this :agreement which terms and conditions remain in full force and effect. ....••-•-•••••••••••••••--•-•--•-----••........................................................: vaon (2015) Page 4 of 17 55E-8 Subrecipient:SANTAANA WORKFORCE INV BOARD Subgrant No:K91T0047 IBIT 2 Modification No: New WIOA SUBGRANT AGREEMENT 1. Compliance In performance of this subgrant agreement, Subrecipient will fully comply with: a. The provisions of the Workforce Innovation and Opportunity Act (WIOA), (29 U.S.C. §§ 3101- 3361 (2014), WIOA Final Regulations, and all legislation, regulations, directives, policies, procedures and amendments Issued pursuant thereto. b. All State legislation and regulations to the extent permitted by federal law and all policies, directives and/or procedures, which implement WIOA. c. Title 2, Code of Federal Regulations (C.F.R.) part 200 (Office of Management and Budget Guidance) [OMB Guidance]. d. Title 2, C.F.R. Part 2900 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards) [Uniform Requirements]. e. The provisions of the Jobs for Veterans Act (Pub. L. No. 107-288) as the law applies to Department of Labor (DOL) job training programs. f. Subrecipient will ensure diligence in managing programs under this subgrant agreement, including performing appropriate monitoring activities and taking prompt corrective action against known violations of WIOA. 2. Certifications, Assurances, Standards Except as otherwise indicated, the Subrecipient agrees to comply with the certifications, assurances and standards set out in Exhibit A: Certifications and Assurances, Exhibit B: Intellectual Property Provisions and Exhibit C: Confidentiality Requirements. Failure to comply with all requirements of the certifications, assurances and standards may result in suspension of payment under this subgrant agreement or termination of this subgrant agreement or both, and the Subrecipient may be ineligible for award of future state subgrant agreements/contracts if the Pass-through Entity determines that any of the following has occurred: a. false information on the certifications, assurances and standards, or b. violation of the terms of the certifications, assurances and standards by failing to comply with the requirements noted in Exhibits A, B and C. 3. Funding It is mutually understood between the parties that this subgrant agreement may have been written before ascertaining the availability of congressional and legislative appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the subgrant agreement was executed after that determination was made. a. This subgrant agreement is valid and enforceable only if 1. sufficient funds are made available by the State Budget Act of the appropriate state fiscal years covered by this subgrant agreement for the purposes of this program, and H. sufficient funds are made available to the state by the United States Government for the fiscal years covered by this subgrant agreement for the purposes of this program. In addition, this subgrant agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress and Legislature or any statute enacted by the Congress and Legislature which may affect the provisions, terms, or funding of this subgrant agreement in any manner. b. At the expiration of the terms of this subgrant agreement or upon termination prior to the expiration of this subgrant agreement, funds not obligated for the purpose of Page 5 of 17 55E-9 this subgrant agreement will be immediately remitted to the Pass-through Entity, and EXHIBIT 2 no longer available to the Subrecipient. c. The Pass-through Entity retains the right to suspend financial assistance, In whole or in part, to protect the integrity of the funds or to ensure proper operation of the program, providing the Subrecipient is given prompt notice and the opportunity for an informal review of the Pass-through Entity's decision. The EDD Chief Deputy Director or his/her designee will perform this Informal review and will Issue the final administrative decision within 60 days of receiving the written request for review. Failure on the part of the Subrecipient or a Subcontractor of the Subrecipient to comply with the provisions of this subgrant agreement, or with WIOA or other applicable regulations, when such failure involves fraud or misappropriation of funds, may result In Immediate withholding of funds. d. If applicable, the chief elected official (CEO) of a unit of general local government designated as a Local Workforce Development Area shall be liable to the Pass-through Entity for all funds not expended in accordance with WIOA, and shall return to the Pass-through Entity all of those funds. If there is more than one unit of general local government in a local area, the CEO(s) will be the Individual(s) designated under an agreement executed by the CEO(s) of the local units of government. The CEO(s) designated under the agreement shall be liable to the Pass-through Entity for all funds not expended in accordance with WIOA, and shall return to the Pass-through Entity all of those funds. 4. Insurance a. Except for city and county governmental entitles, Subrecipients must provide the Pass-through Entity evidence of the coverage specified in paragraphs (1), (ii), (iii) and (iv) below. The evidence of coverage shall include the registration number of the subgrant agreement for identification purposes. 1. Subrecipient will obtain a fidelity bond in an amount of not less than prior to the receipt of funds under this subgrant agreement. If the bond is canceled or reduced, Subrecipient will immediately notify the Pass- through Entity. In the event the bond is canceled or revised, the Pass-through Entity will make no further disbursements until it is assured that adequate coverage has been obtained. ii. Subrecipient will provide general liability insurance with a combined limit of $1,000,000, or public liability and property damage coverage with a combined limit of not less than $1,000,000. iii. Subrecipient will provide broad form automobile liability coverage with limits as set forth in (ii) above, which applies to both owned/leased and non -owned automobiles used by the Subrecipient or its agents in performance of this subgrant agreement. Or, in the event that the Subrecipient will not utilize owned/leased automobiles but intends to require employees, trainees or other agents to utilize their own automobiles in performance of this subgrant agreement, Subrecipient will secure and maintain on file from all such employees, trainees or agents a self -certification of automobile Insurance coverage, iv. Subrecipient will provide workers' compensation insurance, which complies with provisions of the California Labor Code, covering all employees of the Subrecipient and all participants enrolled in work experience programs. Medical and Accident Insurance will be carried for those participants not qualifying as "employee" (§ 3350, at seq. of the California Labor Code) for workers' compensation. v. The Pass-through Entity will be named as "Certificate Holder" of policies secured in compliance with paragraphs (1), (11), (Iii) and (iv) above and will be provided certificates of insurance or insurance company "binders" prior to any disbursement of funds under this subgrant agreement, verifying the insurance requirements have been complied with. The coverage noted in paragraphs (iii) and (iv) above must contain the following clauses: 1. Insurance coverage will not be canceled or changed unless 30 days prior to the effective date of cancellation or change written notice is sent by the Subrecipient to: Employment Development Department, Central Office Workforce Page 6 of 17 55E-10 Services Division Financial Management Unit, P.O. Box 826880, MIC 69, EXHIBIT 2 Sacramento, CA 94280-0001. 2. State of California, its officers, agents, employees, and servants are included as additional insured, but only Insofar as the operations under this subgrant agreement are concerned. 3. State of California Is not responsible for payment of premiums or assessments on this policy. vi. Subrecipient agrees that the liability insurance herein provided for shall be in effect at all times during the term of this subgrant agreement. In the event said Insurance coverage expires at any time or times during the time of this contract, the Subrecipient agrees to provide, at least 30 days before said expiration date, a new certificate of Insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the subgrant agreement or for a period of not less than one year. New certificates of insurance are subject to the approval of the Pass-through Entity, and the Subrecipient agrees that no work or services shall be performed prior to such approval. The Pass-through Entity may, in addition to any other remedies it may have, terminate this subgrant agreement should Subrecipient fail to comply with these provisions. 5. Resolution A county, city, district or other local public body must provide the state with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of this subgrant agreement. Preferably resolutions should authorize a designated position rather than a named individual. 6. Procurement Standards The Subrecipient must use the methods of procurement in accordance with 2 C.F.R. § 200.320. 7. Grievances and Complaint System Subrecipient will establish and maintain a grievance and complaint procedure in compliance with the WIOA section 181, OMB Guidance, Uniform Requirements, federal regulations and state statutes, regulations and policy. 8. Remedies for Non -Compliance If the Subrecipient fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Pass-through Entity may impose additional conditions, as described in 2 C.F.R. § 200.207, Specific conditions. If the Pass-through Entity determines that noncompliance cannot be remedied by imposing additional conditions, the Pass-through Entity may take one or more of the following actions listed in 2 C.F.R. § 200.338. 9. Disallowed Costs Except to the extent that the state determines it will assume liability, the Subrecipient will be liable for and will repay to the Pass-through Entity, any amounts expended under this subgrant agreement found not to be in accordance with WIOA including, but not limited to, disallowed costs. Such repayment will be from funds (Non - Federal), other than those received under the WIOA. 10. Termination This subgrant agreement may be terminated in whole or in part for either of the two following circumstances: . Page 7 of 17 55E-11 a. Termination for Convenience - Either the Pass-through Entity or the Subrecipient may EXHIBIT 2 request a termination, In whole or in part, for convenience. The Subrecipient will give a ninety (90) calendar -day advance notice in writing -to the Pass-through Entity. The Pass-through Entity will give a ninety (90) calendar -day advance notice in writing to the Subrecipient. b. Termination for Cause - The Pass-through Entity may terminate this subgrant agreement in whole or in part when it has determined that the Subrecipient has substantially violated a specific provision of the WIOA, regulations, the Uniform Guidance or implementing state legislation and corrective action has not been taken. All notices of termination must be In writing and be delivered personally or by deposit in the U. S. Mail, postage prepaid, "Certified Mail -Return Receipt Requested", and will be deemed to have been given at the time of personal delivery or of the date of postmark by the U. S. Postal Service. Notices to the Subrecipient will be addressed to: Deborah, Sanchez Director / Administrator SANTA ANA WORKFORCE INV BOARD 1000 EAST SANTA ANA BLVD. SANTA ANA, CA 92701 Notices to the Pass-through Entity will be addressed to: Employment Development Department Central Office Workforce Services Division Financial Management Unit P.O. Box 826880, MIC 69 Sacramento, CA 94280-0001 11. Audit Requirements a. The Subrecipient will maintain and make available to auditors, at all levels, accounting and program records including supporting source documentation and cooperate with all auditors. All governmental and non-profit organizations must follow the audit requirements (single audit or program -specific audit requirement) of OMB Guidance, and Uniform Requirements. b. The Subrecipient and/or auditors performing monitoring or audits of the Subrecipient or Its sub -contracting service providers will immediately report to the Pass-through Entity any Incidents of fraud, abuse or other criminal activity in relation to this subgrant agreement, the WIOA, or its regulations. 12. Entire Agreement This subgrant agreement contains the entire agreement of the parties and supersedes all negotiations, verbal or otherwise and any other agreement between the parties hereto. This subgrant agreement is not intended to and will not be construed to create the relationship of agent, servant, employee, partnership, Joint venture or association between the Pass-through Entity and the Subrecipient. Subrecipient represents and warrants it is free to enter into and fully perform this subgrant agreement. 13. Unenforceable Position In the event that any provision of this subgrant agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this subgrant agreement have force and effect and shall not be affected hereby. 14. Accounting and Cash Management a. Subrecipient will comply with controls, record keeping and fund accounting procedure requirements of WIOA, federal and state regulations, and directives to ensure the proper disbursal of, and accounting for, program funds paid to the Subrecipient and disbursed by the Subrecipient, under this subqrant agreement. Page 8 of 17 55E-12 b. Subrecipient will submit requests for cash to coincide with immediate cash needs and EXHIBIT 2 assure that no excess cash is on deposit in their accounts or the accounts of any sub -contracting service provider in accordance with procedures established by the Pass-through Entity. Failure to adhere to these provisions may result in suspending cash draw down privileges and providing funds through a reimbursement process. c. The Pass-through Entity retalns the authority to adjust specific amounts of cash requested if the Pass-through Entity's records and subsequent verification with the Subrecipient indicate that the Subrecipient has an excessive amount of cash in its account. d. Income (including interest income) generated as a result of the receipt of WIOA activities, will be utilized in accordance with policy and procedures established by the Pass-through Entity. Subrecipient will account for any such generated Income separately. e. Subrecipient shall not be required to maintain a separate bank account but shall separately account for WIOA funds on deposit. All funding under this subgrant agreement, will be made by check or wire transfer payable to the Subrecipient for deposit In Subrecipient's bank account or city and county governmental bank accounts. To provide for the necessary and proper internal controls, funds should be withdrawn and disbursed by no less than two representatives of the Subreciplent. The Pass- through Entity will have a lien upon any balance of WIOA funds in these accounts, which will take priority over all other liens or claims. 15. Amendments This subgrant agreement may be unilaterally modified by the Pass-through Entity under the following circumstances: a. There is an increase or decrease in federal or state funding levels. b. A modification to the Subgrant Is required in order to implement an adjustment to a Subrecipient's plan. c. Funds awarded to the Subrecipient have not been expended in accordance with the schedule included in the approved Subrecipient's plan. After consultation with the Subrecipient, the Pass-through Entity has determined that funds will not be spent In a timely manner, and such funds are for that reason to the extent permitted by and in a manner consistent with state and federal law, regulations and policies, reverting to the Pass-through Entity. d. There is a change in state and federal law or regulation requiring a change in the provisions of this subgrant agreement. e. An amendment is required to change the Subrecipient's name as listed on this subgrant agreement. Upon receipt of legal documentation of the name change, the state will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment. Except as provided above, this subgrant agreement may be amended only In writing by the mutual agreement of both parties. 16. Reporting Subrecipient will compile and submit reports of activities, expenditures, status of cash, and closeout information by the specified dates as prescribed by the Pass-through Entity. All expenditure reports must be submitted upon the accrual basis of accounting. Failure to adhere to the reporting requirements of this agreement will result In funds not being released. 17. Records a. If participants are served under this subgrant agreement, the Subrecipient will establish a participant data system as prescribed by the Pass-through Entity. b. Subrecipient will retain all records pertinent to this subgrant agreement for a period of three years from the date of final payment of this subgrant agreement. If, at the end of three years, there is litigation or an audit involving those records, the Subrecipient will retain the records until the resolution of such litigation or Page 9 of 17 55E-13 audit. Refer to OMB Guidance, Subpart D, Part 200.333-200.337. EXHIBIT 2 c. The Pass-through Entity and/or the DOL, or their designee (refer to OMB Guidance, section 200.336) will have access to and right to examine, monitor and audit all records, documents, conditions and activities related to programs funded by this subgrant agreement. For purposes of this section, "access to" means that the Subrecipient shall at all times maintain within the State of California a complete set of records and documents related to programs funded by this agreement. The Subrecipient shall comply with this requirement regardless of whether it ceases to operate or maintain a presence within the State of California before the expiration of the subgrant. Subreciplent's performance under the terms and conditions herein specified will be subject to an evaluation by the Pass-through Entity of the adequacy of the services performed, timeliness of response and a general impression of the competency of the firm and its staff. 18. Subcontracting a. Any of the work or services specified In this subgrant agreement which will be performed by other than by the Subrecipient will be evidenced by a written agreement specifying the terms and conditions of such performance. b. The Subreciplent will maintain and adhere to an appropriate system, consistent with federal, state and local law, for the award and monitoring of contracts which contain acceptable standards for ensuring accountability. c. The system for awarding contracts will contain safeguards to ensure that the Subreciplent does not contract with any entity whose officers have been convicted of fraud or misappropriation of funds within the last two years. 19. Conflicts a. Subrecipient will cooperate in the resolution of any conflict with the DOL that may occur from the activities funded under this agreement. b. In the event of a dispute between the Pass-through Entity and the Subrecipient over any part of this subgrant agreement, the dispute may be submitted to non-binding arbitration upon the consent of both the Pass-through Entity and the Subreciplent. An election for arbitration pursuant to this provision will not preclude either party from pursuing any remedy for relief otherwise available. 20. Indemnification a. The following provision applies only if the Subrecipient is a governmental entity: Pursuant to California Government Code § 895.4, each party agrees to indemnify and hold the other party harmless from all liability for damage to persons or property arising out of or resulting from acts or omissions of the indemnifying party. b. The following provision applies only If the Subrecipient is a non-governmental entity: The Subrecipient agrees to the extent permitted by law, to indemnify, defend and hold harmless the Pass-through Entity, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, materials persons, laborers and any other persons, firms or corporations, furnishing or supplying work, services, materials, or supplies in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any persons, firms or corporations which may be injured or damaged by the Subrecipient In the performance of this subgrent agreement. 21. Signatures This subgrant agreement is of no force and effect until signed by both of the parties hereto. Subrecipient will not commence performance prior to the beginning of this subgrant agreement. Contact Information for the awarding official of the Pass-through Entity: Page 10 of 17 55E-14 Name: Jaime Gutierrez Title: Division Chief Address: P.O. Box 826880, MIC 60 Sacramento, CA 94280-0001 Exhibit A EXHIBIT 2 Certifications and Assurances a. Corporate Registration: The Subrecipient, if it is a corporation, certifies it Is registered with the Secretary of the State of California. b. Americans with Disabilities Act (ADA): Subreciplent assures that it complies with the ADA of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulatlons and guidelines Issued pursuant to the ADA. (42 U.S.C. § 12101 et seq.) c. Sectarian Activities: The Subreciplent certifies that this subgrant agreement does not provide for the advancement or aid to any religious sect, church or creed, or sectarian purpose nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination whatsoever, as specified by Article XVI, Section 5, of the Constitution, regarding separation of church and state. d. National Labor Relations Board certification Subreciplent certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been Issued against Subreciplent within the immediately preceding two-year period because of Subrecipienfs failure to comply with an order of a Federal court, which orders Subreciplent to comply with an order of the National Labor Relations Board. (Pub. Contract Code § 10296) (Not applicable to public entities.) e. Federal Funding Accountability and Transparency Act (FFATA): By signing this subgrant agreement, Subreciplent hereby assures and certifies to comply with the provisions of FFATA, which includes requirements on executive compensation, and requirements Implementing FFATA at 2 C.F.R. part 25 and 2. C.F.R. part 170. f. Prior Findings: Subreciplent, by signing this subgrant agreement, certifies that it has not failed to satisfy any major condition in a current or previous subgrant agreement with the DOL or the State of California and has not failed to satisfy conditions relating to the resolution of a final finding and determination, including repayment of debts. g. Drug Free Workplace requirement: Subreciplent will comply with the requirements of the Drug -Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions: 1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. 2. Establish a Drug -Free Awareness Program to inform employees about: 1. the dangers of drug abuse in the workplace; H. the person's or organization's policy of maintaining a drug-free workplace; Ill. any available counseling, rehabilitation and employee assistance programs; and, Iv. penalties that may be imposed upon employees for drug abuse violations. 3. Every employee who works on the proposed subgrant agreement will: 1. receive a copy of the company's drug-free workplace policy statement; and, I. agree to abide by the terms of the company's statement as a condition of employment on the subgrant agreement. 4. Failure to comply with these requirements may result in suspension of payments under this subgrant agreement or termination of the subgrant agreement or bath and Subrecipient may be ineligible for award of any future subgrant agreements If the Pass-through Entity determines that any of the following has occurred: the Page 11 of 17 55E-15 Subrecipient has made false certification; or violated the certification by EXHIBIT 2 failing to cant' out the requirements as noted above. (Gov. Code § 8350 et seq.) h. Expatriate Corporations: Subrecipient hereby declares that It Is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code §§ 10286 and 10286.1, and Is eligible to contract with the State of California. 1. Priority Hiring considerations: If this subgrant agreement includes services in excess of $200,000, the Subreciplent shall give priority consideration in filling vacancies in positions funded by the subgrant agreement to qualified recipients of aid under Welfare and Institutions Code § 11200 In accordance with Pub. Contract Code § 10353. J. Sweatfree Code of Conduct: 1. All Subreciplents contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to this subgrant agreement have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code § 6108. 2. The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipienfs records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (1). k. Child Support Compliance: For any Agreement in excess of $100,000, the Subrecipient acknowledges in accordance with Public Contract Code § 7110, that: 1. The Subrecipient recognizes the Importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with § 5200) of Part 5 of Division 9 of the Family Code; and 2. The Subrecipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the Pass-through Entity. 1. Air/Water Pollution violation certification: Under the State laws, the Subrecipient shall not be: 1. In violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; 2. subject to cease and desist order not subject to review issued pursuant to § 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or 3. finally determined to be in violation of provisions of federal law relating to air or water pollution. m. Clean Air Act: Subrecipient agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). n. Domestic Partners: For contracts over $100,000 executed or amended after January 1, 2007, the Subrecipient certifies that it is in compliance with Public Contract Code Page 12 of 17 55E-16 § 10295.3. EXHIBIT 2 o. Debarment and Suspension Certification: By signing this subgrant agreement, the Subreciplent hereby certifies under penalty of perjury under the laws of the State of California that the Subreciplent will comply with regulations Implementing Executive Orders 12549 and 12689, Debarment and Suspension and OMB Guidance 2 CFR Part 180, that the prospective participant (i.e., Subreciplent), to the best of Its knowledge and belief, that it and Its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. 2. Have not within a three-year period preceding this subgrant agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property. 3. 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 enumerated in Section 2 of this certification. 4. Have not within a three-year period preceding this subgrant agreement had one or more public transactions (federal, state or local) terminated for cause of default. Where the Subreciplent is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this agreement. p. Lobbying Restrictions: By signing this subgrant agreement, the Subreciplent hereby assures and certifies to the lobbying restrictions in 2 C.F.R. §200.450, 29 CFR Part 93 and in the Byrd Antl-Lobbying Amendment (31 U.S.C. §1352). 1. No federal appropriated funds have been paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an 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, 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 agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress, in connection with this subgrant agreement, the undersigned shall complete and submit Standard Form -LLL, 'Disclosure Form to Report Lobbying" in accordance with its Instructions. 3. The undersigned shall require that the language of the lobbying restrictions be Included in the award documents for subgrant agreement transactions over $100,000 (per OMB) at all tiers (including subgrant agreements, contracts and subcontracts, under grants, loan, or cooperative agreements), and that all subrecipients shall certify and disclose accordingly. 4. This certification is a material representation of fact upon which reliance is placed when this transaction is executed. Submission of the Lobbying 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 failure. q. Nondiscrimination Clause: 1. As a condition to the award of financial assistance from the Department of Labor under Title I of WIOA, the Subrecipient assures that it has the ability to comply with the nondiscrimination and equal opportunity provisions of the following laws Page 13 of 17 55E-17 and will remain in compliance for the duration of the award of federal financial EXHIBIT 2 assistance: I. Section 188 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination against all individuals in the United States on the basis of race, color, religion, sex (including pregnancy, childbirth, and related medical conditions, transgender status and gender identity), national origin (limited English proflclency), age, disability, political affiliation or belief, and against beneficiaries on the basis of either citizenship status or participation in any WIOA Title ]-financially assisted program or activity; ii. Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the bases of race, color and national origin; Ill. Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination against qualified Individuals with disabilities; iv. The Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; and v. Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex In educational programs. The Subrecipient also assures that, as a recipient of WIOA Title I financial assistance, it will comply with 29 CFR part 38 and all other regulations implementing the laws listed above. This assurance applies to the Subreciplent's operation of the WIOA Title I -financially assisted program or activity, and to all agreements the Subrecipient makes to carry out the WIOA Title kfinanclally assisted program or activity. The Subrecipient understands that the United States has the right to seek judicial enforcement of this assurance. Avoidance of Conflict of Economic Interest: An executive or employee of the Subreclpient, an elected official in the area or a member of the Local Board, will not solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by the Subrecipient or Pass- through Entity. Supplies, materials, equipment or services purchased with subgrant agreement funds will be used solely for purposes allowed under this subgrant agreement. No member of the Local Board will cast a vote on the provision of services by that member (or any organization, which that member represents) or vote on any matter which would provide direct financial benefit to that member (or immediate family.of the member) or any business or organization which the member directly represents. Exhibit B Intellectual Property Provisions Federal Funding Pursuant to 2 CFR 200.315, in any subgrant funded in whole or in part by the federal government, Pass-through Entity acquires the title to intangible property, as defined in 2 CFR 200.59 as including Intellectual Property, which results directly or indirectly from the subgrant. The federal government shall have a royalty -free, non-exclusive and Irrevocable right to reproduce, publish, or otherwise use the Intellectual Property for Federal purposes, and to authorize others to do so. Additionally, pursuant to 2 CFR 2900.13, Intellectual Property developed under this subgrant will be licensed under a Creative Commons Attribution license, which allows subsequent users to copy, distribute, transmit and adapt the copyrighted work and requires such users to attribute the work in the manner specified by the Pass-through Entity. Exhibit C Confidentiality Requirements The State of California and the Subreciplent will exchange various kinds of information pursuant to this subgrant agreement. That information will include data, applications, Page 14 of 17 55E-18 program files, and databases. These data and information are confidential when they define EXHIBIT 2 an individual or an employing unit or when the disclosure is restricted or prohibited by any provision of law. Confidential information requires special precautions to protect it from unauthorized use, access, disclosure, modification, and destruction. The sources of information may Include, but are not limited to, the EDD, the California Department of Social Services, the California Department of Education, the California Department of Corrections and Rehabilitation, the County Welfare Department(s), the County IV -D Directors Office of Child Support, the Office of the District Attorney, the California Department of Mental Health, the California Office of Community Colleges and the Department of Alcohol and Drug Programs. The Pass-through Entity and Subrecipient agree that: a. Each party shall keep all information that is exchanged between them in the strictest confidence and make such information available to their own employees only on a "need -to -know" basis. b. Each party shall provide security sufficient to ensure protection of confidential information from improper use and disclosures, including sufficient administrative, physical, and technical safeguards to protect this information from reasonable unanticipated threats to the security or confidentiality of the information. c. The Subrecipient agrees that information obtained under this subgrant agreement will not be reproduced, published, sold or released in original or in any other form for any purpose other than those specifically identified in this agreement. 1. Aggregate Summaries: All reports and/or publications developed by the Subrecipient based on data obtained under this agreement shall contain confidential data in aggregated or statistical summary form only. "Aggregated" refers to a data output that does not allow identification of an Individual or employer unit. 2. Publication: Prior to publication, Subrecipient shall carefully analyze aggregated data outputs to ensure the identity of individuals andlor employer units cannot be inferred pursuant to California Unemployment Insurance Code Section 1094(c). Personal identifiers must be removed. Geographic identifiers should be specified only in large areas and as needed, and variables should be recorded In order to protect confidentiality. 3. Minimum Data Cell Size: The minimum data cell size or derivation thereof shall be.three participants for any data table released to outside parties or to the public. d. Each party agrees that no disaggregate data, Identifying individuals or employers, shall be released to outside parties or the public. e. The Subrecipient shall notify Pass-through Entity's Information Security Office of any actual or attempted information security incidents, within 24 hours of initial detection, by telephone at (916) 654-6231. Information security incidents include, but are not limited to, any event (intentional or unintentional), that causes the loss, damage, or destruction, or unauthorized access, use, modification, or disclosure of information assets. The Subrecipient shall cooperate with the Pass-through Entity in any Investigation of security incidents. The system or device affected by an information security incident and containing confidential data obtained in the administration of this program shall be immediately removed from operation upon confidential data exposure or a known security breach. It shall remain removed from operation until correction and mitigation measures are applied. If the Subrecipient learns of a breach in the security of the system which contains confidential data obtained under this Subgrant, then the Subrecipient must provide notification to individuals pursuant to California Civil Code Section 1798.82. The Subrecipient shall be responsible for all costs incurred by the Pass-through Entity due to a security incident resulting from the Subrecipient's failure to perform or negligent acts of its personnel, and resulting in an unauthorized disclosure, release, access, review, or destruction; or loss, theft or misuse of an Information asset. If the Subrecipient experiences a loss or breach of data, Page 15 of 17 55E-19 the Subrecipient shall immediately report report the loss or breach to the Pass- EXHIBIT 2 through Entity. If the Pass-through Entity determines that notice to the Individuals whose data has been lost or breached is appropriate, the Subrecipient will bear any and all costs associated with the notice or any mitigation selected by the Pass-through Entity. These costs include, but are not limited to, staff time, material costs, postage, media announcements, and other identifiable costs associated with the breach or loss of data. f. The Subrecipient shall provide for the management and control of physical access to Information assets (Including personal computer systems, computer terminals, mobile computing devices, and various electronic storage media) used in performance of this Subgrant. This shall include, but is not limited to, security measures to physically protect data, systems, and workstations from unauthorized access and malicious activity; the prevention, detection, and suppression of fires; and the prevention, detection, and minimization of water damage. g. At no time will confidential data obtained pursuant to this agreement be placed on a mobile computing device, or on any form of removable electronic storage media of any kind unless the data are fully encrypted. h. Each party shall provide its employees with access to confidential information with written Instructions fully disclosing and explaining the penalties for unauthorized use or disclosure of confidential information found in Section 1798.55 of the California Civil Code, Section 502 of the California Penal Code, Section 2111 of the California Unemployment Insurance Code, Section 10850 of the California Welfare and Institutions Code and other applicable local, state and federal laws. 1. Each party shall (where it is appropriate) store and process Information In electronic format, in such a way that unauthorized persons cannot reasonably retrieve the information by means of a computer. j. All Subreclpient staff and subcontractors that are provided access to any data systems of the Pass-through Entity, excluding CaIJOBS, are required to complete and sign an Employee Confidentiality Statement (DE 7410). k. Each party shall promptly return to the other party confidential information when its use ends, or destroy the confidential information utilizing an approved method of destroying confidential information: shredding, burning, or certified or witnessed destruction. Magnetic media are to be degaussed or returned to the other party. I. If the Pass-through Entity or Subreclpient enters into an agreement with a third party to provide WIOA services, the Pass-through Entity or Subrecipient agrees to include these data and security and confidentiality requirements in the agreement with that third parry. In no event shall said information be disclosed to any individual outside of that third party's authorized staff, subcontractor(s), service providers, or employees. m. The Subrecipient may, in its operation of the America's Job Center of California (AJCC), permit an AJCC Operator to enter into a subcontract to manage confidential information. This subcontract may allow an individual to register for resume distribution services at the same time the individual enrolls in CaIJOBS. Subrecipient shall ensure that all such subcontracts comply with the intellectual property requirements of this subgrant agreement, the confidentiality requirements of this subgrant agreement and any other terms of this subgrant agreement that may be applicable. In addition, the following requirements must be included in the subcontracts: All client information submitted over the internet to the subcontractor's databases must be protected, at a minimum, by 128 -bit Secure Socket Layer (SSL) encryption. Clients' social security numbers must be stored in a separate database within the subcontractor's network of servers, and protected by a firewall and a secondary database server firewall or AES data encryption. If a subcontractor receives client social security numbers or other confidential Information in the course of business, for example a resume -distribution service that provides enrollment in CaIJOBS, social security numbers must be destroyed within two days after the client registers for CaIJOBS. If a subcontractor obtains confidential information as an agent of the Subrecipient, the subcontract must specifically state the purpose for the data collection and the term of records retention must be stated, and directly related, to the purpose and use of the information. Social security numbers and other client specific information Page 16 of 17 55E-20 shall not be retained for more than three years after a client completes EXHIBIT 2 services. 2. Client information (personal information that Identifies a client such as name and social security number) and/or demographic Information of a client (such as wage history, address, and previous employment) shall not be used as a basis for commercial solicitation during the time the client or agency Is using the subcontractor's services. Client information and/or demographic Information shall not be used for any purposes other than those specific program purposes set forth in the subcontract. 3. An AJCC client must still be given the option to use the AJCC's services, including CalJOBS, even if he or she chooses not to use any services of the subcontractor. This option shall be prominently, clearly and immediately communicated to the client upon registration within the AJCC or for CaIJOBS, the subcontractor's resume -distribution services, or any other services subcontractor offers to the client or the AJCC Operator. 4. The subcontractor must clearly disclose all of its potential and intended uses of the client's personal and/or demographic information for the services the client seeks and for any other services the subcontractor offers. The subcontractor shall not use a client's personal and/or demographic information without the client's prior permission. A link to the subcontractor's Privacy Policy shall appear prominently on the registration screens that list the potential and Intended uses of the client's personal and/or demographic information. 5. When the Pass-through Entity modifies State automated systems such as the State CaIJOBS System, it shall provide reasonable notice of such changes to the Subrecipient. The Subrecipient shall be responsible to communicate such changes to the AJCC Operator(s) In the local area. n. Each party shall designate an employee who shall be responsible for overall security and confidentiality of its data and information systems and each party shall not fy the other of any changes in that designation. As of this date, the following are those individuals: FOR THE PASS-THROUGH ENTITY: Name: Michael Greenlow Title: Section Manager Address: P.O. Box 826880, MIC 50 Sacramento, CA 94280-0001 Telephone: (916) 654-9699 Fax: (916) 654-9566 FOR THE SUBRECIPIENT: Name: Deborah Sanchez Title: Economic Development Spec. III Telephone:' (714) 565-2621 Fax: (714) 565-2601 Page 17 of 17 55E-21 55E-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 17, 2018 TITLE: PUBLIC HEARING —AMENDMENT APPLICATIOP NO. 2018-05 FOR THE EDNOVATE CHARTER HIGH SCHOOL LOCATED AT 1440-1450 EAST SEVENTEENTH STREET — PACIFIC WEST COMMUNITIES, INC., APPLICANT (STRATEGIC PLAN NO. , 2) ITY MANAG , RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2m Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance approving Amendment Application No. 2018-05 to rezone a property from Single -Family Residence (R-1) to Arterial Commercial (C-5) and a property from Single -Family Residence/B-parking suffix (R-1 B) and Arterial Commercial (C-5) to the Arterial Commercial (C-5) zoning district. PLANNING COMMISSION ACTION At its regular meeting on June 25, 2018, the Planning Commission by a vote of 5:1 (Mendoza opposed) recommended that the City Council adopt an ordinance approving Amendment Application No. 2018-05 to rezone a property from Single -Family Residence (R-1) to Arterial Commercial (C-5) and a property from Single -Family Residence/13-parking suffix (R-113) and Arterial Commercial (C-5) to the Arterial Commercial (C-5) zoning district. In addition, the Commission approved three variances for the project to allow a reduction in required street setbacks, to allow a driveway within 150 feet of a street intersection, and to allow a 10 -foot high fence along Wright Street for the Ednovate Charter High School located at 1440-1450 East Seventeenth Street. The Planning Commission made no changes to the recommended actions outlined in the attached staff report (Exhibit A). DISCUSSION The applicant is proposing to convert an existing two-story office building into a public high school. The office building occupies a site that has split zoning consisting of commercial, single- family residential, and single-family residential with the B parking suffix. Since the site is located on a major arterial street, is not a desirable location for residential uses, has previously been occupied by non-residential uses and will continue to in the future, the residential zoning is not appropriate at this location. Approval of the proposed zone change will clean up the inconsistent mix of zoning and will make the zoning consistent with the Commercial General Plan land use designation. 75A-1 Amendment Application No. 2018-05 Ednovate Charter High School at 1440-1450 E. 17th Street July 17, 2018 Page 2 Ednovate Charter High School was located on the New Song Church Campus at 1010 West Seventeenth Street beginning in early 2016. The high school vacated the site in early July 2018. The previous site is in the Community Commercial (C-1) zoning district where schools are permitted by right and is currently improved with a church. During its time in Santa Ana, Ednovate has grown and requires relocation to a larger facility that can accommodate the increase in students and faculty. The rehabilitation of the subject site's two-story, 24,000 -square foot building and a 5,000 -square foot addition will accommodate the current needs and future growth. Furthermore, a total of 70 off-street parking spaces will be provided for the project while 68 are required. On-site amenities will also be provided and will include an outdoor basketball court, a multi -use outdoor plaza and bike racks. The architecture of the building will be significantly upgraded to incorporate design elements such as new building openings (windows and doors), new clear windows, a colored metal panel system and a perforated metal panel system. These features will enhance the appearance of the building that was constructed in the late 1960's. Other exterior improvements are also proposed for the site that will bring it into compliance with current development standards. For example, the parking lot will be repaved and restriped, new fencing will be constructed, new landscaping will be planted, and new parking lot security lighting will be installed. The school is currently not occupying the subject property. While improvements are made to the subject site's building, the applicant has submitted plans to Building plan check to temporarily occupy a church located across from the new facility at 1500 East Seventeenth Street. Schools are permitted in the C-5 zoning district by right. As part of their delegated authority, the Planning Commission approved three variances for the school to address two existing legal non - conformities on the site (setbacks and driveway location) and a new fence around the school's basketball court. The variances are required due to the applicant's proposal for an addition that exceeds 10 percent of the square footage of the existing building and do not affect the school's ability to occupy the site. The first variance allows the building to remain with a less than 15 -foot landscaped street setback on Seventeenth and Wright streets as approved in 1969. The second variance allows a driveway on Wright Street that will be closer than 150 feet from the street intersection due to the site's configuration. The third variance allows a new 10 -foot high decorative fence around the basketball court to be within the Wright Street setback. The Commission determined, after analyzing the proposal and receiving public testimony, that special circumstances exist warranting approval of the variances. Full-sized plans are available for public viewing in the Clerk of the Council Office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). 75A-2 Amendment Application No. 2018-05 Ednovate Charter High School at 1440-1450 E. 17th Street July 17, 2018 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency VF: rb S:RFCA\07-17-18\PBA Ednovate RFCA 7-17-18 Exhibits: A. Planning Commission Staff Report B. Ordinance 75A-3 75A-4 REQUEST FOR 4. Planning Commission Action -� �6 PLANNING COMMISSION MEETING DATE: - JUNE 25, 2018 TITLE: PUBLIC HEARING —AMENDMENT APPLICATION NO. 2018-05 AND VARIANCE NOS. 2018-04, NO. 2018-05 AND NO. 2018-06 FOR THE EDNOVATE CHARTER HIGH SCHOOL LOCATED AT 1440-1450 EAST SEVENTEENTH STREET — PACIFIC WEST COMMUNITIES, INC., APPLICANT (STRATEGIC PLAN NO. 3,2) Prepared by Vince Fregoso Executive Director RECOMMENDED ACTION Recommend that the City Council: PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Planning Ma ager 1. Adopt an ordinance approving Amendment Application No. 2018-5 to rezone a property from Single -Family Residence (R-1) to Arterial Commercial (C-5).1 and a property from Single -Family Residence/B-parking suffix (RAB) and Arterial Commercial (C-5) to the Arterial Commercial (C-5) zoning district; 2. Adopt a resolution approving Variance No. 2018-4 to allow a reduction in required street setbacks; 3. Adopt a resolution approving Variance No. 2018-5 to allow a driveway within 150 of a street Intersection; and 4. Adopt a resolution approving Variance No. 2018-6 to allow an increase in fence height in the required landscape setback. Executive Summary Pacific West Communities, Inc., representing Ednovate Charter School, is requesting approval of several entitlements to convert an existing office building into a public charter high school at 1440-1450 East Seventeenth Street. Specifically, the applicant is requesting approval of an Amendment Application (zone change) to change the zoning designation of a section of the property from Single Family Residential (R1)/Arterial Commercial (C5) and a property zoned Single Family Residential/ -B Suffix (R1 -B) to Arterial Commercial (C5). Further, variances are needed to allow a reduction in building setbacks, vehicular access and fence height. Staff is EXHIBIT A 75A-5 AA No. 2018-5, & VA Nos. 2018-4, 2018-5 and 2018-6 June 25, 2018 Page 2 recommending approval of the applicant's request due to the placement of the existing building and the project's compatibility to the surrounding uses. Table 1: Prolect and Location Information Item Information Project Address 1440 and 1450 East Seventeenth Street Nearest Intersection Seventeenth and Wright Streets General Plan Designation General Commercial (GC) Zoning Designation Existing Proposed Single Family Residential (R-1) and Arterial Commercial C-5 Arterial Commercial (C-5) Surrounding Land Uses North Medical and Professional offices East Religious institution South Single family residence West Single family residence Project Site Size 1.26 -acres Existing Site Development A two-story 24,428 -square foot office building with surface parking. Use Permission School forpublic purposes is allowed by right Zoning Code Sections Affected 41-368 and 41-369 (development standards) 41-428 (vehicle access) 41-610.5 walls and fences Prolect Background The Ednovate Charter High School was first established in the City in August of 2016, where they began operating within a temporary site on West Seventeenth Street. Since first opening, the school has realized an increase in enrollment and a demand to accommodate additional students. As a result, Ednovate identified the subject building as the location for -a larger and permanent campus. Currently, a total of 220 students attend classes at the West Seventeenth Street campus. Once approved, the enrollment will grow to 350 students when the new campus is open for the 2019-20 school year. Ultimately, the overall enrollment is expected to reach a capacity of 460 students. On March 23, 2018, the applicant held a Sunshine Ordinance Community Meeting that was attended by approximately 20 individuals. At the meeting, topics such as the school background, parking and traffic were discussed. Prolect Description The applicant is proposing to convert an existing two-story, 24,428 square -foot office building into a public high school. In addition the applicant is proposing to construct a two-story, 4,940 square -foot addition on the south elevation of the building with classrooms, a study area, restrooms and storage. A total of 70 off-street parking spaces will be provided for the project while 68 are required. On-site amenities will also be provided and will include an outdoor basketball court, a multi -use outdoor plaza and bike racks. 75A-6 AA No. 2018-5, & VA Nos. 2018-4, 2018-5 and 2018-6 June 25, 2018 Page 3 The architecture of the building is also proposed to be modified. New design elements such as new building openings (windows and doors), new clear windows, a colored metal panel system and a perforated metal panel system will all be utilized to significantly enhance the appearance of the building that was constructed in the late 1960's. Proiect Analysis Ednovate is proposing to repurpose an existing office building into a new high school. Included in the application is a request to clean-up inconsistent zoning and obtain variances due to the placement of the existing building. The following subsections of this report provide analyses for each of the recommended action items. Amendment Aoolication The subject site is comprised of two properties: A 13,700 square foot lot (1440 East Seventeenth Street) located west of the existing building has a Single -Family Residence (R-1) zoning designation; and a 41,900 square foot lot that has split zoning consisting of Arterial Commercial (C-5) and Single -Family Residence/B-parking suffix (R1-13). The proposal to add square footage to the existing building triggers the requirement to bring the zoning of the site into compliance with City's standards. Given the property is primarily zoned C-5, the balance of the site will need to be amended to have one consistent zoning designation throughout. Staff is supportive of the request for several reasons. First, one single and consistent zoning designation will allow the site to be governed by a single set of development standards. As the property is located on a major arterial street, the C-5 designation is the most logical zoning for the parcels and is consistent with the zoning of other parcels along the corridor. Second, given the location of the parcels on an arterial highway, and adverse impacts associated with parcels located on a roadway, residential land uses are not preferred uses on Seventeenth Street. Finally, the General Plan land use designation for the corridor is General Commercial (GC). Approval of rezoning to the C-5 designation will ensure that the zoning of the parcels is consistent with the General Plan designation. For these reasons, staff is supportive of the applicant's request to rezone the parcels. Setback Variance Variance request are governed by Section 41-638 (2) of the SAMC. Variances may be granted when it can be shown that characteristics of the site make the variances necessary for the preservation and enjoyment of substantial property rights, that the variances will not be detrimental to the public or surrounding property, and that the variances will not adversely affect the General Plan. In analyzing the multiple variance requests, staff believes that the following analysis warrants staffs recommendation of approval for the multiple variances. The applicant is requesting a variance from Section 41-427 of the Santa Ana Municipal Code (SAMC). This section requires a minimum landscaped setback of 15 feet where the property fronts a street, in this case both Seventeenth and Wright Streets. The applicant is requesting 75A-7 AA No. 2018-5, & VA Nos. 2018-4, 2018-5 and 2018-6 June 25, 2018 Page 4 approval of a variance to maintain the existing building setbacks of 14 feet along Seventeenth Street and eight feet on Wright Street.. The project site has special circumstances that warrant approval of a variance. First, the building currently does not comply with the City's setback standards and is therefore legal non- conforming. To comply with the current setback standards found in the City's Commercial Development Standards, approximately 2,000 square feet of building area on both the first and second floors would have to be demolished in order for the building to comply with code. This would result in the loss of three classrooms and a portion of a study hall and result in a significant burden to the school. Further, since other buildings along the corridor do not comply with the setback standard and are located closer to the street, this building would be inconsistent with the development pattern of the area. Finally, by allowing the building to expand and maintain the existing setback, it will assist in facilitating vehicular and pedestrian circulation on the site. The variance is also necessary for the preservation and enjoyment of substantial property rights. Allowing the building to be expanded with a reduced setback will allow the owner the ability to maintain the use of building on an underutilized parcel of land. Shifting the building to comply with the setback standard would reduce the viability of the existing building, thereby impacting the property rights of the owners. However, the building and site will be subject to on-site improvements such as new landscaping, parking lot restriping and signage, all which will enhance this property and the surrounding properties. Driveway Variance The applicant is requesting approval of a variance from Sections 41-428 (a) of the Santa Ana Municipal Code (SAMC) to allow a driveway located within 150 feet of the intersection. Per Section 41-428 (a), no entryway or exit way shall be located within 150 feet of any street intersection. The applicant is proposing to consolidate two existing driveways on Wright Street and construct a new entry only driveway. As designed, the driveway will be located within 142 feet of the Seventeenth/Wright Streets intersection. There are special circumstances applicable to the subject property. The subject site is located on the southwest comer of Seventeenth and Wright Streets. The project site will have an entry only driveway on Wright Street and an exit only driveway on Seventeenth Street. The Arterial Commercial (C5) zoning district was envisioned to create a strong and viable commercial district with minimal impacts to traffic on arterial streets due to an excessive number of curb cuts. By locating the driveway on Wright Street at its proposed location, the on-site circulation system will result in an efficient pattern that is ideal for the school use. In addition, the exit only on Seventeenth Street will limit any adverse impacts to the arterial street. Therefore, the granting of the variance for entryway location will preserve the property owner's ability to operate a use that meets the standards for a school use as well as the City's and State's Building and Fire codes. The granting of the variance will contribute the overall success of the Seventeenth Street Corridor as a major commercial corridor in the City as a whole. 75A-8 AA No. 2018-5, & VA Nos. 2018-4, 2018-5 and 2018-6 June 25, 2018 Page 5 The granting of the variance will not be materially detrimental to the public welfare or injurious to the surrounding property. The site will have safe and convenient access to accommodate their patrons through the entry way on Wright Street. The proposed entry way to the site is located within 142 feet of the intersection and will not result in negative impact to the adjacent commercial or residential neighborhoods. Conditions have been placed on the variance to ensure that the site will be in compliance with all other development standards applicable to the property. Fence Variance Finally, the applicant is requesting approval to allow a 10 foot high ornamental wrought iron fence within the required landscaped setback on Wright Street. Section 41-610.5(a) limits fences to a maximum height of four feet if located within the required setback. Staff is supportive of the applicant's request for several reasons. First, the fence will be an ornamental wrought iron fence that will allow visibility into the campus. The City's fence standards are designed to discourage walls and fences that act as physical and aesthetic barriers to properties, which adversely affect property values. Second, the fence will be located on a secondary street and will not be visible from Seventeenth Street, a major arterial street in the City. The secondary street location will minimize its view, thereby reducing the potential to be seen as a barrier. Finally, the fence will be used to reduce the potential for sports equipment to enter the street, which can be a safety concern for both vehicles and students of the school. The granting of the variances will not adversely affect the General Plan. The proposed school is consistent with Goals 1, 3 and 5 of the Land Use Element of the General Plan. These goals encourage uses that promote a balance of land uses to address basic community needs, encourage development that preserves and improves the character and integrity of existing neighborhoods, and ensures that the impacts of development are mitigated. In addition, the project is consistent with Policy 2.2 of the Land Use Element, which supports uses that accommodate the City's needs for goods and services. Furthermore, Policy 2.8 of the Land Use Element promotes the re -investment of commercial properties, and encourages increased levels of capital investment. Significant site improvements and the construction of a 4,900 square foot addition with significant architectural improvements will enhance the overall appearance of the Seventeenth Street Corridor, thereby resulting in an increase in investment on the site and surrounding properties. The project is also consistent with Policies 2.10 and 3.5 of the Land Use Element that supports new development which is compatible in scale and character with existing development in the area. Finally, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The proposed high school will be located in a commercial area and their operations will be compatible with the surrounding commercial businesses. Table 3: CEQA. Strategic Pian Alignment, and Public Notification & Community Outreach CEQA, Strategic Plan Alignment; and Public Notification'& Community Outreach'. CEQA CEQA Tvpe I Class 1 Cate odcal Exemption FSectiTn 15301 Reasons Exempt or I Class 1 consists of the operation, repair or maintenance of public or private structures with 75A-9 AA No. 2018-5, & VA Nos. 2018-4, 2018-5 and 2018-6 June 25, 2018 Page 6 CEQA, Strategic Plan Alignment, and Public Notification.& Community Outreach Analysis negligible expansion of up to 10,000 square feet where utilities currently exist and the site is not in an environmentally sensitive area. The project consists of the occupancy of a permitted use (public school) along with the construction of 4,940 square feet of new building area. Environmental Review No. 2018-16 will be filed for this project. Strategic Plan Alignment Goal(s), Policy or Approval of this item supports the City's efforts to meet Goal #3 — Economic Development, Policies Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning policies). Pub ioNotif!cation & community Outreach A public notice was posted on the pr9ject site on June 14, 2018. Notification by mail was mailed to all property owners and occupants within 500 feet of the Required Measures project site on June 14, 2018. Newspaper postingwas published in the Orange County Reporter on June 14, 2018. The Mabury Park Neighborhood Association was contacted to identify any areas of concern due to the proposed project. At the time this report was printed, no issues of Additional Measures concern were raised regarding this application. Further, a Sunshine Ordinance meeting was held on March 23, 2018, where approximately 25 members of the public attended and provided input on the proposed project. Conclusion Based on the analysis provide within this report, staff recommends that the Planning Commission recommend that the City Council adopt an ordinance approving Amendment Application No. 2018-5. Further, staff recommends that the Planning Commission adopt a resolution approving Variance No. 2018-4 to allow a reduction in required setbacks, Variance No. 2018-5 to allow a driveway within 150 of a street intersection, and Variance No. 2018-6 to allow an increase in the allowable fence height, as conditioned. Vince Fregos , AICP Principal Plann VF:sb S.1pardog Commisslon\281818-28-181Edn0vate Staff Report.pc. Exhibits 1. Ordinance 2. Resolution 3. Vicinity Zoning and Aerial Map 4. Site Photos 5. Site Plan 6. Floor Plans 7. Elevations 8. Landscape Plan 75A-10 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-05 REZONING TWO PROPERTIES LOCATED AT 1440 AND 1450 EAST SEVENTEENTH STREET FROM RESIDENTIAL (R -1/R -IB) TO ARTERIAL COMMERCIAL (C-5) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In 1969, a 24,000 square foot office building was constructed on the subject property. Since that time, the building has predominantly been occupied by various office uses. B. In 2018, the City received an application for Ednovate Charter Public High School to occupy the mostly vacant structure. School uses such as the proposed use are a permitted use in the commercial zoning districts. C. Ednovate is a charter school providing educational opportunities for high school age children in grades 9-12. Ednovate is currently operating within a temporary space in the central area of the city and is seeking a permanent location for their school. D. Amendment Application No. 2018-05 has been filed to change the zoning designation of 1440 East Seventeenth Street from Single -Family Residence (R- 1) to Arterial Commercial (C-5). The property is currently used as required parking for the existing two-story building. School uses are a permitted use by right in the C-5 zoning district. E. Amendment Application No. 2018-05 has also been filed to change the zoning designation of 1450 East Seventeenth Street from Arterial Commercial (C-5) and Single -Family Residence/13-parking suffix (R-1 B) to Arterial Commercial (C- 5). The property currently has two (2) zoning designations, with the site being used as an office building and parking lot. F. The zoning designation of the two parcels as shown on Exhibit A will allow the use of these parcels as a public high school, thereby being consistent with the goals and objectives of the General Plan. G. The General Plan land use designation for these properties is General Commercial (GC). The properties are currently inconsistent with the General Plan, with the proposed amendment application making the properties consistent with the Land Use Element of the General Plan. EXHIBIT 1 75A-11 H. On June 25, 2018, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt an ordinance approving Amendment Application No. 2018-05 which is consistent with the General Plan. The City Council, prior to taking action on this ordinance, held a duly noticed public hearing on July 17, 2018. J. The City Council also adopts as findings all facts presented in the Request for Council Action dated July 17, 2018 accompanying this matter. K. For these reasons, and each of them, Amendment Application No. 2018-05 is hereby found and determined to be consistent with the intent and purpose of Chapter 41 of the Santa Ana Municipal Code, thus changing the zoning districts is found to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. The City Council has considered the information contained in Environmental Review No. 2018-16 prepared with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, the proposed project has been analyzed under the categorical exemption provisions and meets all the requirements of CEQA. Section 3. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. If any section, subsection, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, or portions be declared invalid or unconstitutional. 75A-12 ADOPTED this 17" day of July, 2018 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75A-13 EXHIBIT A MAP OF PROPOSED ZONE CHANGES 75A-14 s-s-g '1' IRI�4 SSB RIA] cs 9 P cl C5 cs li, --4 17TH ST L cl kil .mai j cl I F—, C, 0MUM 4TR. iIIIIII fill "I NEE - p� RD fc RIBID ® 'I• lLtnpttn.Y vaJOIN In L9 re R'll RD Ri R&, '02, TIR E0.1 RIFE, of 11- W ap 4TH ST A ON loz", p L.w I Fi� 0 wag Tcl al "JLa II ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH WIN STREETCOWERCIAL DIST. R2 TWO-FAMLY RESIDENCE -B PARKINOMODIFICATION cl COMMUNITYCOWERCIAL GO GOVERNMENTCENTER R3 MULTIPLE -FAMILY RESIDENCE -OZ OVERLAYZONE CM COMMUNITY COWASFICRL - MUSEUM DIST. MI LIGHTINDUSTRIAL R4 SUBURBANAPARTMENT PLANNED RESIDENTKL -PRE) DEVELOPMENT C2 GENERAL COMMERCIAL M2 HEAVY NDUSTRAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER 0 OPENSPACE SO SPECIFICIDEVO.OPMENT -HD2 HBOWDISTRICTI C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFICPLAN OR COMORCIALRESURITKI. RI SINGLE-FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 8-5-9 -A--- CITY OF SANTA ANA. CALIFORNIA IIBIT A 75A-15 LS 6.25.18 RESOLUTION NO.2018-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING VARIANCE NOS. 2018-04, 2018-05 AND 2018-06, AS CONDITIONED, TO ALLOW EDNOVATE PUBLIC CHARTER HIGH SCHOOL WITH REDUCTIONS IN STREET SETBACKS, DRIVEWAY PROXIMITY TO A STREET INTERSECTION AND FENCE HEIGHT FOR THE PROPERTIES LOCATED AT 1440-1450 EAST SEVENTEENTH STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Pacific West Communities, Inc., representing Ednovate Charter High School (Applicant), is requesting approval of Variance Nos. 2018-04, 2018-05 and 2018-06 to allow Ednovate Charter High School to occupy an existing building with a reduction in street setbacks, driveway location and fence height for the properties located at 1440-1450 East Seventeenth Street. B. Pursuant to Santa Ana Municipal Code (SAMC) Section 41-638, the Planning Commission is authorized to review and approve variances from the development standards set forth by the Santa Ana Municipal Code. C. Variance Nos. 2018-04, 2018-05 and 2018-06 came before the Planning Commission of the City of Santa Ana on June 25, 2018, for a duly noticed public hearing. D. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant a Variance pursuant to SAMC Section 41-638, have been established for Variance No. 2018-04 to allow a reduction in street setbacks: That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. EXHIBIT 2 75A-16 The project site has a special circumstance that warrants approval of a variance. First, the building currently does not comply with the City's setback standards. When the structure was built in 1969, zoning and development standards such as setbacks differed. To comply with the current development standards of the Arterial Commercial (C-5) zoning district, approximately 2,000 square feet of the two-story building would have to be demolished to make the building comply with code. This would effectively result in a significant burden on the property owner. Further, since other buildings along the Seventeenth Street corridor do not comply with the setback standard, this building would be inconsistent with the development pattern of the area. Finally, by allowing the building to expand and maintain the existing setback, it will assist in improving vehicular and pedestrian circulation on the site. As a result, special circumstances exist that warrant a variance. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance is necessary for the preservation and enjoyment of substantial property rights. Allowing the building to remain and expand with a reduced setback will allow the owner the ability to construct a larger, more functional building on an underutilized parcel of land. Therefore, the granting of the variance is necessary for the preservation and enjoyment of substantial property rights and will preserve the property owner's right to develop on the site with a use that is allowed in the zoning district and will assist in revitalizing the area, which preserves the property owner's right to upgrade and develop its property. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be detrimental to the public or surrounding properties as the building and site have been designed to comply with applicable development standards except for landscape setbacks, driveway location and fence height. The building expansion and related site improvements such as new architectural elements and landscaping will enhance this property and benefit the surrounding properties. The proposed addition has been designed to be compatible with the surrounding properties, including the adjacent residential properties, through site design and conditions of approval. The proposed project will 75A-17 make a substantial capital investment in the site, thereby enhancing this property and the surrounding properties. 4. That the granting of a variance will not adversely affect the General Plan of the City. The project will not adversely affect the general plan as the school use is a permitted use in the General Commercial (GC) land use designation. In addition, the project is consistent with several goals and policies of the General Plan, including Goal 3 to preserve and improve the character and integrity of existing neighborhoods and Goal 5 to ensure that the impacts of development are mitigated. The project is also consistent with Land Use Element Policy 2.8 to promote the rehabilitation of commercial properties and encourages increased levels of capital investment, Policy 2.10 supports new development which is harmonious in scale and character with existing development in the area, and Urban Design Element Policy 1.5 encourages projects that include enhanced architectural forms, textures, colors and materials. The building and its addition are consistent with these goals and policies and has been designed to provide architectural and visual interest to the site. E. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant a Variance pursuant to SAMC Section 41-638, have been established for Variance No. 2018-05 to allow a driveway within 150 feet of a street intersection: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. There are special circumstances applicable to the subject property. The subject site is located on the southwest corner of Seventeenth and Wright Streets. The Applicant is proposing to eliminate two driveways on Wright Street, including one that is closer to the intersection than allowed by Code, and replace them with a single entry -only driveway that is eight (8) feet short of complying with Code. The variance will allow the Applicant the ability to use the property in a manner that is consistent with similar surrounding commercial uses. The Arterial Commercial (C5) zoning district was envisioned to create a strong and viable 75A-18 commercial district with systematic development and landscaping standards that are intended to minimize impacts to the arterial street system. The location of the driveway on a secondary street will minimize any impacts to the circulation system. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance for the location of the driveway will preserve the property owner's ability to operate a school use with an efficient on-site circulation pattern that meets the needs of the school. The granting of the variance will contribute to the overall success of the Seventeenth Street Corridor as a major corridor in the City. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. There are special circumstances applicable to the subject property. The subject site is located on the southwest comer of Seventeenth and Wright Streets. The project site will have an entry -only driveway on Wright Street and an exit -only driveway on Seventeenth Street. The Arterial Commercial (C5) zoning district was envisioned to create a strong and viable commercial district with minimal impacts to traffic due to an excessive number of curb cuts. By locating the driveway on Wright. Street at its proposed location, the on-site circulation system will result in an efficient pattern that is ideal for the school use. Further, the exit -only on Seventeenth Street will limit any adverse impacts to the arterial street. Therefore, the granting of the variance for the entryway location will preserve the property owner's ability to operate a use that meets the standards for a school use as well as the City's and State's Building and Fire codes. Granting this variance will not be detrimental to the welfare of the public, nor injure surrounding property. 4. That the granting of a variance will not adversely affect the General Plan of the city. The project will not adversely affect the general plan as the school use is a permitted use in the General Commercial (GC) land use designation. In addition, the project is consistent with several goals and policies of the General Plan, including Goal 3 to preserve and improve the character and integrity of existing neighborhoods and Goal 5 to ensure 75A-19 that the impacts of development are mitigated. The project is also consistent with Land Use Element Policy 2.8 to promote the rehabilitation of commercial properties and encourages increased levels of capital investment, Policy 2.10 supports new development which is harmonious in scale and character with existing development in the area, and Urban Design Element Policy 1.5 encourages projects that include enhanced architectural forms, textures, colors and materials. The building and its addition are consistent with these goals and policies and has been designed to provide architectural and visual interest to the site. F. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant a Variance pursuant to SAMC Section 41-638, have been established for Variance No. 2018-06 to allow a fence to exceed the maximum height within a required setback: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The project site has special circumstances related to its location. The fence will be an ornamental wrought iron fence that will allow visibility into the campus. The City's fence standards are designed to discourage walls and fences that act as physical and aesthetic barriers to properties, which affect property values. Further, the fence will be located on a secondary street and will not be visible from Seventeenth Street, which is a major arterial street in the City. The secondary street location will minimize its view, thereby reducing the potential to be seen as a barrier. Finally, the fence will be used to reduce the potential for sports equipment to enter the street, which would be a safety concern for both vehicles and students of the school. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of this variance is necessary for the preservation and enjoyment of substantial property rights. The taller fence is necessary for enjoyment of the sports court on the property. Without the approval of the requested variance, the potential exists for sports equipment to enter 75A-20 the street, which would be a health and safety concern for both vehicles and students. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be detrimental to the public or surrounding properties. The project has been designed to be compatible with the neighboring uses, with the property to be significantly upgraded to be a contribution to the public welfare and not injurious, but beneficial, to the surrounding properties. 4. That the granting of a variance will not adversely affect the General Plan of the city. The project will not adversely affect the general plan as the school use is a permitted use in the General Commercial (GC) land use designation. In addition, the project is consistent with several goals and policies of the General Plan, including Goal 3 to preserve and improve the character and integrity of existing neighborhoods and Goal 5 to ensure that the impacts of development are mitigated. The project is also consistent with Land Use Element Policy 2.8 to promote the rehabilitation of commercial properties and encourages increased levels of capital investment, Policy 2.10 supports new development which is harmonious in scale and character with existing development in the area, and Urban Design Element Policy 1.5 encourages projects that include enhanced architectural forms, textures, colors and materials. The building and its addition are consistent with these goals and policies and has been designed to provide architectural and visual interest to the site. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommendation is exempt from further review pursuant to Section 15301 (Class 1 "Existing Facilities"). This Class 1 categorical exemption consists of the operation, repair or maintenance of public or private structures with negligible expansion of up to 10,000 square feet where public services and facilities are available and the site is not in an environmentally sensitive area. The project consists of the occupancy of a permitted use (public school) along with the construction of 4,940 square feet of new building area. Environmental Review No. 2018-16 will be filed for this project. Section 3. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including without limitation, any 75A-21 environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Variance Nos. 2018-04, 2018-05 and 2018-06 as conditioned in "Exhibit X attached hereto and incorporated as though fully set forth herein for the project located at 1440-1450 East Seventeenth Street. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated June 25, 2018, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 25th day of June 2018 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney Mark McLoughlin Chairman 75A-22 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on June 25, 2018. Date: Recording Secretary 75A-23 EXHIBIT A Conditions for Approval for Variance Nos. 2018-04.2018-05 and 2018-06 Variance Nos. 2018-04, 2018-05 and 2018-06 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, they shall meet the following conditions of approval: The Applicant must comply with each and every condition listed belowrip for to exercising the rights conferred by this variance. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the variance. A. Planning Division Conditions: 1. All proposed site improvements must conform to the Site Plan reviewed under this application. 2. Any amendment to these variances, including modifications to approved materials, finishes, architecture, site plan, landscaping, parking, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the variances must be amended. 3. A detailed landscape plan must be reviewed and approved by the Planning Division prior to issuance of any building permits. The landscape plan shall conform to the Citywide Design Guidelines and the City's Water Efficient Landscape Ordinance. 4. After project occupancy, landscaping shall be maintained in compliance with the submitted plan including all parkways and street trees. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 5. The Applicant shall defend, indemnify, and hold harmless the City and its officials, officers, employees, and agents (collectively and individually, "Indemnitees") from any and all claims, actions or proceedings brought against Indemnitees to attack, review, set aside, void or annul the decision of the Indemnitees concerning this approval or any of the proceedings, acts, or determinations taken, done, or made prior to the decision, or to determine the reasonableness, legality or validity of any condition attached thereto. The 75A-24 Applicant's indemnification is intended to include, but not limited to, damages, fees and/or costs,awarded or incurred by Indemnitees and costs of suit, claim or litigation, including without limitation, attorneys' fees or other costs, liabilities and expenses incurred by Indemnitees in connection with such proceeding. B. Police Department 1. Prior to submitting into building plan check, submit plans that indicate all structures and parking lot comply with provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). All applicable sections must be printed verbatim on your submitted set of plans. 2. Prior to submitting into building plan check, submit a full set of electrical plans to the Police Department to verify exterior lighting placement and parking lot illumination levels. 3. Prior to obtaining an electrical permit, submit photometric foot-candle calculations of all parking lots and walkways for review and approval. Photometric calculations must be superimposed on a scaled site plan of the project. 75A-25 8/21/2018 EDNOVATE CHARTER HIGH SCHOOL - AA NO. 2018-5 AND VA NOS. 2018-41 2018-5 & 2018-6 all Ana Boundary Remittance isnaL.mmly ..o-ramh gaa5lden<. 1 ' Subu2ln Apanmen5 ' MNtipb-family Pe51G.n c. ' Aalid nt.l ESula Ccmmavi.l Re51den5i.l 5p.6fic plan T i 5p.dec oavempmem II ' Planed Shopping Canue Sall" Main Sfnu Commercial Duliin ] Cemmu"n'CammettialrnuSeum DWS ] CmmUn;w Commercial ' An.nal Comme"W General Commercial — ] u:mmduswal 'Heavy lndm5nn 4 %aM1Suanal ' Goverment CenSa C'lin Space G.n. j Gmenl pgncuhunl Fa14:� IFA +rM 1 WI]1 Y O tom niniHal Man Prndurrs- All rinhlc raccrved. http://apps.spatialstream.com/production/dashboard/8/9/0/CurrentBuild/ Itr xli2.6nl# 1/1 Exhibit 4 —Site Photo Ednovate Charter High School AA No. 2018-05 and VA Nos. 2018-04, 2018-05 & 2018-06 1450 E. Seventeenth Street 75A-27 I § L k ( mpI a EXHIBIT s 75A-28 ! ) | \ EXHIBIT s 75A-28 m 0 � Q I I I I I I i -----------+ I I — I I I I�a I I I i I r 4_/:„--3Yt.] 75A- C 75A-30 /_� -- «.� �------:�-- - ;/�---- ° ƒ� i •I �� ƒ\ I FAN �; I I J d f C7 Y N 4 Q lAI" ��J ❑ All ■su w■■ne� w■■tee: I�.an1u Eq I1111011,511IAw1®� 'I �OMNI �®1l1 ®Iv11■11111 MEN w■m: =ONION w■■w■MEMO ■eiSMI: ■�::__ ■rte IS ell.mom NO-m.E. ■1No ON NO [OWN 11■WPM m■■w .111N■ ■®■■■ EMBIlom 1011m .IIEW mol MME ho ��aWOMEN B1a11 _MIMEM ■11116° f111lolli IF 0 0 EXHIBIT 7 Q ut i FI YOJ?JOdIiY7 `YNY 1'1NY5 1W�iaN .Y =3@:15 Hlll '3 I!� j i � t • MI..' � �=a ; i ; � s E cts Y\Y Y1Nt'S - olYI.GNG3 ��I I b ' " uH a o •aaaoa 1! 1 f i� 5 qa � � G e 1 • y Y. E E� .i5 A �lY�zBEd 4�SG� os96E€iil�i ��s F�rg cFy 3 �nE• �Sva 5 F �• r 1 } S( qq F ee66 EE 33 vssi FFlb�S€ 4 k $� ga €& as}�e�¢�a ?SES@�[84p1�a �gF E€Yils�Fels at ig$i€e €°&ai° Sy;.`2° i ' f�i.i. `s€° ei€1 :E. afA i3�al¢°i�f �s�645: tE {• �" .-€es. :5.b ee21: _., 193N1S 1HbJR!M� vaY `t 1 �'• ! I €fy �� `\ : � l l l� f ' l l �� i f l i_ ,r f� r l•I �� { IvI�J—,,S —� �\ � r- pp { I 1 9 s lg Q I 1 i ! � I.I ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-05 REZONING TWO PROPERTIES LOCATED AT 1440 AND 1450 EAST SEVENTEENTH STREET FROM RESIDENTIAL (R -1/R -IB) TO ARTERIAL COMMERCIAL (C-5) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In 1969, a 24,000 square foot office building was constructed on the subject property. Since that time, the building has predominantly been occupied by various office uses. B. In 2018, the City received an application for Ednovate Charter Public High School to occupy the mostly vacant structure. School uses such as the proposed use are a permitted use in the commercial zoning districts. C. Ednovate is a charter school providing educational opportunities for high school age children in grades 9-12. Ednovate is currently operating within a temporary space in the central area of the city and is seeking a permanent location for their school. D. Amendment Application No. 2018-05 has been filed to change the zoning designation of 1440 East Seventeenth Street from Single -Family Residence (R- 1) to Arterial Commercial (C-5). The property is currently used as required parking for the existing two-story building. School uses are a permitted use by right in the C-5 zoning district. E. Amendment Application No. 2018-05 has also been filed to change the zoning designation of 1450 East Seventeenth Street from Arterial Commercial (C-5) and Single -Family Residence/13-parking suffix (R-1 B) to Arterial Commercial (C- 5). The property currently has two (2) zoning designations, with the site being used as an office building and parking lot. F. The zoning designation of the two parcels as shown on Exhibit A will allow the use of these parcels as a public high school, thereby being consistent with the goals and objectives of the General Plan. G. The General Plan land use designation for these properties is General Commercial (GC). The properties are currently inconsistent with the General Plan, with the proposed amendment application making the properties consistent with the Land Use Element of the General Plan. Exhibit 6 Ordinance No. NS-xxxx Page 1 of 4 75A-33 H. On June 25, 2018, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt an ordinance approving Amendment Application No. 2018-05 which is consistent with the General Plan. The City Council, prior to taking action on this ordinance, held a duly noticed public hearing on July 17, 2018. The City Council also adopts as findings all facts presented in the Request for Council Action dated July 17, 2018 accompanying this matter. K. For these reasons, and each of them, Amendment Application No. 2018-05 is hereby found and determined to be consistent with the intent and purpose of Chapter 41 of the Santa Ana Municipal Code, thus changing the zoning districts is found to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. The City Council has considered the information contained in Environmental Review No. 2018-16 prepared with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, the proposed project has been analyzed under the categorical exemption provisions and meets all the requirements of CEQA. Section 3. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. If any section, subsection, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, or portions be declared invalid or unconstitutional. Ordinance No. NS-xxxx Page 2 of 4 75A-34 ADOPTED this 171h day of July, 2018 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: C _ Lisa Starck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-xxxx Page 3 of 4 75A-35 EXHIBIT A MAP OF PROPOSED ZONE CHANGES Ordinance No. NS-xxxx Page 4 of 4 75A-36 b _f]:I Cf Q �.j R f00 Cl CS 9 Rw�OA. wFwM 1 7( MlKJ(Z DISTRICTS aI GENERAL AGRCIIIL T JRA L CSM SOUTH MAN STREET COMMERCAL DIST. R2 MO -FAMILY RESUOICE -S PARKNG MOOF'CATON Cl COMMUNITY COM ACML GC GOVERNMENT CENTER M MI.LTPLE. FAMLT RESVENCE -OZ OVERLAY ZONE CWD C2 COL NI COMMERCML-MUSEUM DIST. MM GENERAL COERCIAL M1 M2 MHTF"STRAL HEAVY NDUSTRWL RA RE SUBLIRBANAPARTMENT RESGENTAL ESTATE PRD PLANNEORFSOENTIAL OEVELOPM CA PLANNED SHOPPNG CENTER 0 OPENSPACE ED SPECF:C DEVELOPMENT -HD2 HEIGHT DGTRCTI CS ARTERN L COMRERCIA L P PROFESSIONAL SP SPECFC PLAN CR COMMERCWL RESGENTWL R1 S NGLE-FAMLY RESGENOE SECTIONAL DISTRICT MAP: 5-5-9 e CITY OF SANTA ANA. CALMFORNIA Exhibit: A 75A-37 75A-38 MINUTES OF THE SPECIAL MEETING OF THE SUCCESSOR AGENCY OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS - None MAY 15, 2018 COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 8:24 P.M. AGENCY MEMBERS Present: MIGUEL A. PULIDO, Chair MICHELE MARTINEZ, Chair Pro Tem P. DAVID BENAVIDES SAL TINAJERO JUAN VILLEGAS AGENCY MEMBERS Absent: VICENTE SARMIENTO JOSE SOLORIO STAFF Present: RAUL GODINEZ II, City Manager SONIA R. CARVALHO, Legal Counsel MARIA D. HUIZAR, Recording Secretary CONSENT CALENDAR ITEMS MOTION. Approve staff recommendations on the following Consent Calendar items: Items 1 through 3. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento and Solodo (2) MINUTES FOR CITY OF SANTA ANA 1 MAY 15, 2018 ACTING AS SUCCESSOR AGENCY SA -1 A_1 _1 1. SPECIAL MEETING MINUTES OF FEBRUARY 20, 2018 {STRATEGIC PLAN NO. 5, 1} MOTION: Approve Minutes. 2. EXCUSED ABSENCES — None. 3. APPROVE QUARTERLY REPORT OF CONTRACTS ENTERED INTO BY THE CITY MANAGER (JANUARY 1, 2018 — MARCH 31, 2018) {STRATEGIC PLAN NO. 4, 1} — Community Development Agency MOTION: Receive and file. **END OF CONSENT CALENDAR** COMMENTS 4. CITY COUNCIL ACTING AS SUCCESSOR AGENCY COMMENTS - None ADJOURNED - 8:25 P.M. Maria D. Huizar, Recording Secretary MINUTES FOR CITY OF SANTA ANA 2 MAY 15, 2018 ACTING AS SUCCESSOR AGENCY SA -1 A_A _n REQUEST FOR SUCCESSOR AGENCY19� ACTION -- MEETING DATE: JULY 17, 2018 TITLE: RESOLUTION AUTHORIZING THE REFUNDING OF THE TAX ALLOCATION BONDS, SERIES 2003 A & B, AND 2011A {STRATEGIC PLAN NO. 4,2101) CITY ER RECOMMENDED ACTION CLERK OF THE COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Implementing Resolution ❑ Other CONTINUED TO FILE NUMBER Adopt a resolution authorizing the refunding of the former Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds Series 2003 A & B and the City of Santa Ana Tax Allocation Bonds (Merged Project Area) 2011 A and approval of related bond documents: Indenture of Trust, Bond Purchase Agreement, Continuing Disclosure Certificate and Escrow Agreement. 2. Receive and File the Savings Analysis provided by Urban Futures, Inc. as the Financial Advisor in this transaction. DISCUSSION In 2003, the Community Redevelopment Agency of the City of Santa Ana (the "former RDA") issued its South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A in the amount of $20,945,000 (the "2003A Bonds"), and its Tax Allocation Refunding Bonds, Series 2003B in the amount of $34,145,000 (the "2003B Bonds", and collectively the "2003A & B Bonds'). The 2003A Bonds were issued to fund redevelopment activities of benefit to the South Main Street Redevelopment Project Area. Approximately $12.5 million of the 2003A Bonds and $2.8 million of the 2003B Bonds will be currently outstanding as of September 2, 2018. The 2003A & B Bonds consist of interest rates ranging from 4.5% to 5% with the longest maturity (9/1/2031). In 2011, the former RDA issued its Tax Allocation Bonds, Merged Project Area, 2011 Series A bonds (the "2011A Bonds') in the principal amount of $66,790,000, of which approximately $64.8 million will be outstanding as of September 2, 2018. The interest rates on the 2011A Bonds range from 5.00% to 6.75% for the longest maturity (9/1/2028). Per Assembly Bill (AB) 26, the State of California ("State") dissolved existing redevelopment agencies, which led to the formation of the Successor Agency to the Santa Ana Community Redevelopment Agency (the "Successor Agency'). The Successor Agency inherited the SA -3-1 Resolution Authorizing the Refunding of 2003 A & B and 2011 Tax Allocation Bonds July 17, 2018 Page 2 responsibility for repayment of the former RDA debt service including the 2003A & B and 2011A Bonds. The State introduced additional legislation, AB 1484, which allowed existing successor agencies to refund existing bonds, with approval of the Oversight Board and the State Department of Finance, for the purpose of generating debt service savings. CURRENT MARKET ANALYSIS Currently, interest rates are at 3.49%. Refinancing the 2003A & B and 2011A Bonds through the issuance of a refunding bond issue (the "2018 Bonds") is expected to generate a total debt service savings of approximately $19.9 million, without extending the current maturity date of the bonds. In order to maximize the savings amount, the Agency will contribute the existing cash funded reserve account (approx. $6.7 million) and unexpended proceeds (approx. $5.8 million) from the 2011A Bonds, to the refunding escrow for the 2018 Bonds. The former RDA was prohibited from entering into new agreements for the use of the 2011 bond proceeds upon enactment of AB X1 26, shortly after the issuance of the 2011 Bonds. As such, the $5.8 million remain unexpended and is available to be used in this refunding transaction. The final savings amount will depend on the market interest rates in effect at the time the 2018 Bonds are priced, which is anticipated to be during the first week of October 2018. Based on the redevelopment dissolution laws, the estimated annual savings amount (approximately $1.97 million per year through 2028 and then $100,000 from 2029 to 2031) would be allocated towards enforceable obligations, or shared among taxing entities as residual revenues. FUTURE ACTIONS Upon approval by the Successor Agency, the Oversight Board Resolution will be sent to the State Department of Finance ("DOF") for review. The DOF has up to 60 days to review the Oversight Board Resolution and the issuance of the 2018 Bonds by the Successor Agency. Upon DOF approval, staff will evaluate the market conditions and determine if the rates are still favorable for a refunding. If the rates are still favorable, staff will present the financing team agreements for Agency consideration. Based on the timing of the DOF review period, it is anticipated that the Successor Agency will be pricing the 2018 Bonds in the first week of October 2018, with bond closing scheduled for the third week of October 2018. Upon bond closing, the 2003A & B bonds will be defeased. The net bond proceeds necessary to redeem the outstanding 2011 A Bonds will be placed into an escrow account with the Escrow Agent, to be used to pay remaining principal and interest payments on the 2011A Bonds through the first call date of March 1, 2021, at which time the remaining escrow balance will be used to redeem all outstanding 2011A Bonds. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 — City Financial Stability, Objective #2 — (Provide a reliable five-year financial forecast that ensures financial stability in accordance with the strategic_ plan), Strategy D (Conduct an assessment of the City's debt and refinancing options to achieve savings). SA -3-2 Resolution Authorizing the Refunding of 2003 A & B and 2011 Tax Allocation Bonds July 17, 2018 Page 3 FISCAL IMPACT All costs associated with this transaction will be paid at closing with proceeds from the refunding 2018 Bonds. The proposed 2018 Bonds will generate an estimated total debt service savings of $18.6 million net of all costs related to the issuance of the debt. An estimated 20% of the savings will be obtained in the City's General Fund with the balance going to the local school district and other governmental entities. Steven Mendoza Francisco Gutierrez Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibits: 1. Successor Agency Resolution 2. Indenture of Trust 3. Bond Purchase Agreement 4. Continuing Disclosure Certificate 5. Escrow Agreement 6. Savings Analysis SA -3-3 SA -3-4 EXHIBIT 1 RESOLUTION NO. _ RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF ITS SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, TAX ALLOCATION REFUNDING BONDS (MERGED PROJECT AREA), SERIES 2018; APPROVING A FORM OF INDENTURE, A FORM OF ESCROW AGREEMENT, A FORM OF BOND PURCHASE AGREEMENT AND A FORM OF CONTINUING DISCLOSURE CERTIFICATE; MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING CERTAIN OTHER ACTION IN CONNECTION THEREWITH WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California and referred to herein as the "Law"), the City Council of the City of Santa Ana (the "City") created the former Community Redevelopment Agency of the City of Santa Ana (the "Former RDA" ); WHEREAS, the Former RDA was a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its corporate purposes; WHEREAS, the Former RDA adopted six redevelopment project areas between 1973 and 1989, including the Central City Redevelopment Project Area, the Inter -City Commuter Station Redevelopment Project Area, the North Harbor Boulevard Redevelopment Project Area, the South Harbor Boulevard/Fairview Street Redevelopment Project Area, the South Main Street Redevelopment Project Area, and the Bristol Corridor Redevelopment Project Area (the "constituent Redevelopment Projects" or "Redevelopment Projects"), each of which was adopted and approved in accordance with the Law; WHEREAS, to allow tax increment revenues to be shared between Redevelopment Projects and thereby facilitate redevelopment of the Redevelopment Projects, the Redevelopment Projects were merged in 2004 in compliance with all requirements of the Law, creating the Merged Project Area; WHEREAS, the Merged Plan contemplated that the Former RDA would issue its bonds to finance and/or refinance a portion of the cost of such redevelopment; WHEREAS, California Assembly Bill No. 26 (First Extraordinary Session) ("ABX1 26") adopted on June 28, 2011, dissolved all redevelopment agencies and community development agencies in existence in the State of California, as of February 1, 2012, and designated "successor agencies" and "oversight boards" to satisfy "enforceable obligations" of the former redevelopment agencies and administer dissolution and wind down of the former redevelopment agencies; 4154-5855-2844.7 SA -3-5 WHEREAS, the City agreed to serve as the successor agency (referred to herein as the "Successor Agency") to the Former RDA commencing upon the dissolution of the Former RDA on February 1, 2012 pursuant to ABX1 26; WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-2013 State of California budget bill, the Governor signed into law Assembly Bill 1484 ("AB 1484"), which modified or added to some of the provisions of ABX1 26, including provisions related to the refunding of outstanding redevelopment agency bonds and the expenditure of remaining bond proceeds derived from redevelopment agency bonds issued on or before December 31, 2010; WHEREAS, in 2003, the Former RDA issued and sold $20,945,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A, of which $12,545,000 aggregate principal amount will be outstanding as of September 2, 2018 (the "Series 2003A Bonds"), and $34,145,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Refunding Bonds, Series 2003B, of which $2,820,000 aggregate principal amount will be outstanding as of September 2, 2018 (the "Series 2003B Bonds" and, together with the Series 2003A Bonds, the "2003 Bonds"), pursuant to a First Supplement to Indenture with respect to the Series 2003A Bonds, dated as of April 1, 2003 (the "2003 First Supplement'), and a Second Supplement to Indenture with respect to the Series 2003B Bonds, dated as of May 1, 2003 (the "2003 Second Supplement'), each by and between the Former RDA and BNY Western Trust Company (now known as The Bank of New York Mellon Trust Company, N.A.), as successor trustee (the "2003 Trustee") and each supplementing that Indenture dated as of August 1, 1993, by and between the Former RDA and Dai-Ichi Kangyo Bank of California (the "1993 Indenture" and, as supplemented and amended by the 2003 First Supplement and the 2003 Second Supplement, the "2003 Indenture"), secured by and payable from tax increment revenues allocated to the South Main Street Redevelopment Project, and which 2003 Bonds are subject to optional redemption at any time at a redemption price equal to the outstanding principal amount thereof, plus interest due thereon to the date fixed for redemption, without premium; WHEREAS, on February 4, 2011, the Former RDA issued and sold $66,790,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A, of which $64,840,000 aggregate principal amount will be outstanding as of September 2, 2018 (the "Series 2011 Bonds" and, together with the Series 2003 Bonds, the "Refunded Bonds"), pursuant to an Indenture of Trust, dated as of February 1, 2011 (the "2011 Indenture"), between the Former RDA and The Bank of New York Mellon Trust Company, N.A., as trustee, which Series 2011 Bonds are subject to refunding and defeasance in accordance with the 2011 Indenture but are not subject to optional redemption until March 1, 2021 and are therefore not eligible for a tax-exempt advance refunding; WHEREAS, there is approximately $5;831,788.68 of unspent proceeds of the Series 2011 Bonds which will be applied subject to Section 34191.4(c)(2) of the Health and Safety Code of the State of California and as approved by the Department of Finance, and depending on the determination of the Department of Finance, the balance of unspent proceeds of the Series 2011 Bonds will be applied to the defeasance of the Series 2011 Bonds; 4154-5855-2844.7 SA -3-6 WHEREAS, Health & Safety Code Section 34177.5(a)(1) authorizes successor agencies to refund outstanding bonds provided that (i) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; WHEREAS, Senate Bill 1029 (Chapter 307 of the 2015-2016 Session of the California Legislature) ("SB 1029") amended Government Code Section 8855 to require a debt policy to be adopted by local agency issuers of public debt for any financings completed on or after January 21, 2017 and the City Council, acting as Successor Agency, wishes to specify debt management policies to guide the Successor Agency, its officers and staff regarding the issuance of Successor Agency debt; WHEREAS, on February 8, 2018, the City Council adopted a Debt Management Policy for the City, the Santa Ana Financing Authority and the Successor Agency (the "Debt Management Policy"), in the form presented at this meeting, that complies with Government Code Section 8855(1), and the Successor Agency wishes to adopt the terms of the Debt Management Policy as its local debt policies, and the Successor Agency's sale and issuance of the Refunding Bonds as contemplated by this Resolution is in compliance with the Debt Management Policy; WHEREAS, the Successor Agency has solicited a report of an independent financial advisor entitled Bond Refunding Savings Analysis (a copy of which is presented at this meeting) and employed such advisor in developing financing proposals for consideration by the Successor Agency and it is understood that such report, as it may be further revised, may be made available to the Department of Finance at its request; WHEREAS, the Successor Agency has determined to issue not to exceed $80,000,000 aggregate principal amount of its Successor Agency to the Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Refunding Bonds (Merged Project Area), Series 2018 in two series, one federally tax exempt and one federally taxable, and with such other name and series designation as is deemed appropriate (the "Refunding Bonds"), for the purpose of (i) refinancing certain redevelopment activities of the Former RDA through the refunding of the Refunded Bonds, (ii) paying the costs of issuing the Refunding Bonds, (iii) funding a Reserve Account as may be required for the Refunding Bonds and (iv) if advisable, paying for the cost of municipal bond insurance and/or a surety to fund the Reserve Account for the Refunding Bonds; WHEREAS, the Refunding Bonds will be issued, payable from amounts on deposit in the Redevelopment Property Tax Trust Fund of the Agency (the "RPTTF") and allocated to the Agency's Redevelopment Obligation Retirement Fund, pursuant to an Indenture of Trust (the "Indenture"), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) ("SB 450") requires that the Successor Agency obtain from an underwriter, municipal 3 4154-5855-2844.7 SA -3-7 advisor or private lender and disclose, prior to authorization of the issuance of bonds, including debt instruments such as the Refunding Bonds, with a tern of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the Refunding Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Refunding Bonds, (c) the amount of proceeds of the Refunding Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Refunding Bonds, and (d) the sum total of all debt service payments on the Refunding Bonds calculated to the final maturity of the Refunding Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Refunding Bonds; WHEREAS, in compliance with SB 450, the Successor Agency has obtained from Urban Futures, as the Successor Agency's municipal advisor, and the Underwriter, the required good faith estimates and such estimates are disclosed and set forth on Exhibit A attached hereto; WHEREAS, on June 26, 2018, the Successor Agency's Oversight Board (the "Oversight Board") approved the issuance of the Refunding Bonds by the Successor Agency, and upon approval by the Department of Finance of such approval by the Oversight Board, the Successor Agency will, with the assistance of bond counsel, disclosure counsel and its financial advisor, cause to be prepared a form of Official Statement describing the Refunding Bonds and containing material information relating to the Refunding Bonds, the preliminary form of which will be submitted to the Successor Agency for approval for distribution by Samuel A. Ramirez & Co., Inc. (the "Underwriter") to persons and institutions interested in purchasing the Refunding Bonds; and WHEREAS, there has been presented at this meeting a form of Indenture, a form of Continuing Disclosure Certificate, a form of Escrow Agreement, and a form of Purchase Contract, each to be executed in connection with the issuance of the Refunding Bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA ACTING AS SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DOES HEREBY RESOLVE AS FOLLOWS: 1. Approval of Issuance of Refunding Bonds. The issuance of the Refunding Bonds, in order to refinance redevelopment activity pursuant to the Merged Plan, which is permitted by Health and Safety Code Section 34177.5(a)(1), is hereby authorized and approved. The Refunding Bonds are authorized to be executed by the manual or facsimile signature of the Mayor of the City, acting for the Successor Agency, and attested by the manual or facsimile signature of the Clerk of the Council, acting for the Successor Agency. The Refunding Bonds, when so executed, are authorized to be delivered the Trustee for authentication. The Successor Agency confirms that the form of this Resolution, and documents approved hereunder, and Exhibit A hereto, and the Savings Analysis presented at this meeting, are each in substantially the form presented at the June 26, 2018 meeting of the Oversight Board. 2. Approval of Indenture. The form of Indenture presented at this meeting is hereby approved and the Mayor, the City Manager, the Executive Director - Finance & Management Services Agency and the Clerk of the Council (each an "Authorized Officer," acting for the Successor Agency) are each acting alone authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute, acknowledge and deliver the Indenture in substantially 4 4154-5855-2844.7 SA -3-8 the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity date or dates, interest rate or rates, interest payment dates, terms of redemption and other terms of the Refunding Bonds shall be as provided in the Indenture as finally executed. 3. Approval of Escrow Aereement. The form of Escrow Agreement, between the Successor Agency and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agreement"), presented at this meeting is hereby approved and any Authorized Officer, acting alone, is authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute, acknowledge and deliver one or more Escrow Agreements with respect to the bonds to be refunded in substantially the form presented at this meeting with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 4. Anoroval of Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate to be executed and delivered by the Successor Agency (the "Continuing Disclosure Certificate"), presented at this meeting is hereby approved and any Authorized Officer, acting alone, is authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute, acknowledge and deliver the Continuing Disclosure Certificate in substantially the form presented at this meeting with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 5. Approval of Purchase Contract. The form of Bond Purchase Agreement; between the Successor Agency and the Underwriter (the "Purchase Agreement"), presented at this meeting is hereby approved and any Authorized Officer acting alone is authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute, acknowledge and deliver the Purchase Agreement in substantially the form presented at this meeting with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the true interest cost of the Refunding Bonds shall not exceed 3.979%, the underwriters' discount (exclusive of original issue discount) shall not exceed 0.38%, the maturity of the Refunding Bonds date shall not exceed the maximum permitted under the Law, and, as required by Health & Safety Code Section 34177.5, (i) the total interest cost to maturity on the Refunding Bonds plus the principal amount of the Refunding Bonds shall not exceed the total remaining interest cost to maturity on the bonds to be refunded plus the remaining principal of the bonds to be refunded, and (ii) the principal amount of the Refunding Bonds shall not exceed the amount required to defease and refund the refunded bonds, to establish customary debt service reserves, and to pay related costs of issuance. 6. Bond Insurance and Surety Bond. If an Authorized Officer determines that it will be advantageous to the Successor Agency to purchase municipal bond insurance or a debt service reserve fund surety bond with respect to some or all of the Refunding Bonds, such officer is hereby authorized (a) to purchase such insurance or surety bond on behalf of the Successor Agency at market rates, and (b) to make such changes to the agreements and documents relating to the Refunding Bonds as may be needed to obtain such insurance or surety bond. In connection with any such surety bond, each Authorized Officer is hereby severally authorized and directed to execute and deliver an agreement on behalf of the Successor Agency, in such form as approved by 4154-5855-2844.7 SA -3-9 such Authorized Officer, with the provider of such surety bond pursuant to which the Successor Agency would agree to reimburse such provider for any draws under such surety bond and to pay such provider any other fees and expenses related thereto as such Authorized Officer shall approve, such approval (and the approval by the Authorized Officer of the form of such agreement) to be conclusively evidenced by the execution and delivery of such agreement. 7. Recovery of Costs. The Successor Agency is hereby authorized to recover its costs of issuance with respect to the Refunding Bonds including the cost of reimbursing the City for staff time and costs spent with respect to the Refunding Bonds. 8. Approval of Debt Management Policy. With the passage of this Resolution, the Successor Agency hereby certifies that the form of Debt Management Policy presented at this meeting complies with Government Code Section 8855(1), and that the Refunding Bonds authorized to be issued pursuant to this Resolution are consistent with such policy, and instructs Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, on behalf of the Successor Agency, with respect to the Refunding Bonds issued pursuant to this Resolution, (a) to cause notices of the proposed sale and final sale of the Refunding Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Successor Agency, the "Yes" box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855. 9. Good Faith Estimates of Costs of Finance. In accordance with SB 450, good faith estimates of the following have been obtained from the Underwriter and the Municipal Advisor and are set forth on Exhibit A attached hereto: (a) the true interest cost of the Refunding Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Refunding Bonds, (c) the amount of proceeds of the Refunding Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Refunding Bonds, and (d) the sum total of all debt service payments on the Refunding Bonds calculated to the final maturity of the Refunding Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Refunding Bonds. 10. Bond Issuance Services. The Bank of New York Mellon Trust Company, N.A. is hereby appointed as Trustee and Escrow Bank, Samuel A. Ramirez & Co., Inc. is hereby appointed as Underwriter, Orrick, Herrington and Sutcliffe LLP is hereby appointed as Bond Counsel, Best Best & Krieger LLP is hereby appointed as Disclosure Counsel, Keyser, Marston & Associates is hereby appointed as Fiscal Consultant and Urban Futures is hereby appointed as Financial Advisor. Either the City Manager or the Executive Director - Finance & Management Services Agency, acting for the Successor Agency, is authorized to execute contracts for such services and any other related services as may be required to defease and/or refund all or a portion of the Refunded Bonds. 11. Other Acts. The officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, including refunding escrow agreements or instructions, which in consultation with Orrick, Herrington & Sutcliffe LLP, the Successor Agency's bond counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Refunding Bonds, or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. 6 4154-5855-2844.7 SA -3-10 12. Effective Date. This Resolution shall take effect upon adoption. ADOPTED this _ day of 2018. APPROVED AS TO FORM: City Attorney Um AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 4154-5855-2644.7 SA -3-11 Miguel A. Pulido Mayor EXHIBIT 1 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Refunding Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Successor Agency by Samuel A. Ramirez & Co., Inc., as underwriter (the "Underwriter") and Urban Futures, as municipal advisor to the Successor Agency (the "Municipal Advisor"), each with respect to the Refunding Bonds. Principal Amount. The Underwriter and the Municipal Advisor have informed the Successor Agency that, based on the Successor Agency's Savings Analysis and current market conditions, its good faith estimate of the aggregate principal amount of the Refunding Bonds to be sold is $80,000,000 (the "Estimated Principal Amount"). True Interest Cost of the Refunding Bonds. The Underwriter and the Municipal Advisor have informed the Successor Agency that, assuming that the Estimated Principal Amount of the Refunding Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Refunding Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Refunding Bonds, is 3.479%. Finance Charge of the Refunding Bonds. The Underwriter and the Municipal Advisor have informed the Successor Agency that, assuming that the Estimated Principal Amount of the Refunding Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Refunding Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Refunding Bonds), is $1,278,564 (assuming $278,407 underwriter's discount, $700,157 municipal bond insurance and debt service reserve policy premiums, and $300,000 additional costs of issuance). Amount of Proceeds to be Received. The Underwriter and the Municipal Advisor have informed the Successor Agency that, assuming that the Estimated Principal Amount of the Refunding Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Successor Agency for sale of the Refunding Bonds, less the finance charge of the Refunding Bonds, as estimated above, and any reserve fund funded with proceeds of the Refunding Bonds, is $73,632,675. Total Payment Amount. The Underwriter and the Municipal Advisor have informed the Successor Agency that, assuming that the Estimated Principal Amount of the Refunding Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Successor Agency will make to pay debt service on the Refunding Bonds, plus the finance charge for the Refunding Bonds, as described above, not paid with the proceeds of the Refunding Bonds, calculated to the final maturity of the Refunding Bonds, is $88,911,277. A-1 4154-5855-28447 SA -3-12 The foregoing estimates constitute good faith estimates only. The actual principal amount of the Refunding Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Refunding Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Refunding Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Refunding Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Refunding Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Successor Agency's financing plan, or a combination of such factors. The actual date of sale of the Refunding Bonds and the actual principal amount of Refunding Bonds sold will be determined by the Successor Agency based on the timing of the need for proceeds of the Refunding Bonds and other factors. The actual interest rates home by the Refunding Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Refunding Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Successor Agency. A-2 4154-5855-2844.7 SA -3-13 EXHIBIT 1 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify the attached Resolution No, to be the original resolution adopted by the City Council of the City of Santa Ana on , 2018. Date: 4154-5855-28443 SA -3-14 Clerk of the Council City of Santa Ana EXHIBIT 2 INDENTURE OF TRUST by and between SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of [DATED DATE] relating to Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds including Series 2018A (Tax -Exempt) Series 2018B (Federally Taxable) 4150-2542-5420.3 40990-25 SA -3-15 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; EQUAL SECURITY................................................................ 3 Section1.01 Definitions ..................................................................................................... 3 Section 1.02 Equal Security............................................................................................. 15 ARTICLE II THE BONDS; CERTAIN PROVISIONS OF THE BONDS ........................... 16 Section 2.01 General Authorization; Bonds.................................................................... 16 Section 2.02 Terms of Series 2018 Bonds....................................................................... 16 Section 2.03 Form of Series 2018 Bonds........................................................................ 18 Section 2.04 Redemption of Series 2018 Bonds.............................................................. 18 Section 2.05 Notice of Redemption................................................................................. 18 Section 2.06 Selection of Bonds for Redemption............................................................ 18 Section 2.07 Payment of Redeemed Bonds..................................................................... 19 Section 2.08 Purchase in Lieu of Redemption................................................................. 19 Section 2.09 Execution of Bonds..................................................................................... 19 Section 2.10 Transfer of Bonds....................................................................................... 20 Section 2.11 Exchange of Bonds..................................................................................... 20 Section 2.12 Use of Depository....................................................................................... 20 Section 2.13 Bond Registration Books............................................................................ 22 Section 2.14 Mutilated, Destroyed, Stolen or Lost Bonds ............................................... 22 Section 2.15 Validity of Bonds........................................................................................ 23 ARTICLE III APPLICATION OF PROCEEDS OF BONDS ................................................. 23 Section 3.01 Application of Proceeds of Sale of Series 2018 Bonds -Allocation Among Funds and Accounts................................................................................ 23 ARTICLE IV ISSUANCE OF ADDITIONAL BONDS......................................................... 24 Section 4.01 Conditions for the Issuance of Additional Bonds ....................................... 24 Section 4.02 Procedure for the Issuance of Additional Bonds ........................................ 25 ARTICLE V TAX REVENUES; CREATION OF FUNDS .................................................. 26 Section 5.01 Pledge of Tax Revenues; Tax Increment Fund ........................................... 26 Section 5.02 Receipt and Deposit of Tax Revenues........................................................ 29 Section 5.03 Establishment and Maintenance of Accounts for Use of Moneys in the Tax Increment Fund....................................................................................... 29 Section 5.04 Investment of Moneys in Funds and Accounts ........................................... 31 Section 5.05 2018 Reserve Policy Payment and Reimbursement Provisions ................. 32 Section 5.06 Costs of Issuance Fund............................................................................... 35 ARTICLE VI COVENANTS OF THE AGENCY.................................................................. 36 Section 6.01 Punctual Payment........................................................................................ 36 Section 6.02 Against Encumbrances................................................................................ 36 Section 6.03 Extension or Funding of Claims for Interest ............................................... 36 Section 6.04 Payment of Claims...................................................................................... 36 4150-2542-5420.3 40990-25 SA -3-16 TABLE OF CONTENTS (continued) Page Section 6.05 Books and Accounts; Financial Statements ................................................ 36 Section 6.06 Protection of Security and Rights of Owners ............................................. 37 Section 6.07 Payment of Taxes and Other Charges......................................................... 37 Section 6.08 Amendment of Redevelopment Plan.......................................................... 37 Section 6.09 Tax Revenues........................................................ Section 6.10 Further Assurances ................................................ Section 6.11 Tax Covenants; Rebate Fund ................................ Section 6.12 Compliance with the Dissolution Act ................... Section 6.13 Negative Pledge .................................................... Section 6.14 Adverse Change in State Law ............................... Section 6.15 Credits to Redevelopment Obligation Retirement Section 6.16 Compliance Costs ............................ Section 6.17 Continuing Disclosure ..................... ARTICLE VII THE TRUSTEE .......................................... .................. 37 .................. 37 .................. 37 .................. 39 .................. 40 .................. 40 .................. 40 .................. 40 .................. 40 ........ 41 Section 7.01 Appointment and Acceptance of Duties ..................................................... 41 Section 7.02 Duties, Immunities and Liability of Trustee ............................................... 41 Section 7.03 Merger or Consolidation............................................................................. 44 Section 7.04 Compensation............................................................................................. 45 Section 7.05 Liability of Trustee..................................................................................... 45 Section 7.06 Right to Rely on Documents....................................................................... 46 Section 7.07 Preservation and Inspection of Documents ................................................. 46 Section 7.08 Indemnity for Trustee................................................................................. 46 ARTICLE VIII EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF THE BONDS...................................................................... 47 Section 8.01 Execution of Instruments; Proof of Ownership .......................................... 47 ARTICLE IX AMENDMENT OF THE INDENTURE.......................................................... 47 Section 9.01 Amendment by Consent of Owners............................................................ 47 Section 9.02 Disqualified Bonds...................................................................................... 48 Section 9.03 Endorsement or Replacement of Bonds After Amendment ....................... 49 Section 9.04 Amendment by Mutual Consent................................................................. 49 Section 9.05 Opinion of Counsel..................................................................................... 49 Section 9.06 Notice to Rating Agencies.......................................................................... 49 Section 9.07 Transcript of Proceedings to Bond Insurer ................................................. 49 ARTICLE X EVENTS OF DEFAULT AND REMEDIES OF OWNERS ............................ 49 Section 10.01 Events of Default and Acceleration of Maturities .................................... 49 Section 10.02 Application of Funds Upon Acceleration ................................................. 51 Section 10.03 Trustee to Represent Bondowners............................................................ 51 Section 10.04 Bondowners' Direction of Proceedings.................................................... 52 Section 10.05 Limitation on Bondowners' Right to Sue ................................................. 52 Section 10.06 Non-Waiver............................................................................................... 52 4150-2542-5420.3 -11- 40990-25 SA -3-17 TABLE OF CONTENTS (continued) Page Section 10.07 Remedies Not Exclusive........................................................................... 53 ARTICLE XI DEFEASANCE Section 11.01 Discharge of Indebtedness ................ Section 11.02 Bonds Deemed to Have Been Paid ... 53 ..... 53 ..... 54 ARTICLE XII MISCELLANEOUS.......................................................................................... 55 Section 12.01 Liability of Agency Limited to Tax Revenues ......................................... 55 Section 12.02 Parties Interested Herein........................................................................... 55 Section 12.03 Unclaimed Moneys................................................................................... 56 Section 12.04 Moneys Held for Particular Bonds........................................................... 56 Section 12.05 Successor Is Deemed Included in All References to Predecessor............ 56 Section 12.06 Execution of Documents by Owners........................................................ 56 Section 12.07 Waiver of Personal Liability..................................................................... 57 Section 12.08 Acquisition of Bonds by Agency.............................................................. 57 Section 12.09 Destruction of Cancelled Bonds............................................................... 57 Section 12.10 Content of Certificates and Reports.......................................................... 57 Section 12.11 Funds and Accounts.................................................................................. 57 Section 12.12 Article and Section Headings and References .......................................... 58 Section 12.13 Partial Invalidity........................................................................................ 58 Section12.14 Notices...................................................................................................... 58 Section 12.15 2018 Bond Insurance Policy Payment and Reimbursement Provisions............................................................................................................. 59 Section 12.16 Bond Insurer Notice Provisions................................................................ 63 Section 12.17 Bond Insurer as Third Party Beneficiary .................................................. 64 Section 12.18 California Law.......................................................................................... 64 APPENDIX A FORM OF BOND............................................................................................ A-1 APPENDIX B SCHEDULE OF SEMI-ANNUAL AND ANNUAL INTEREST AND PRINCIPAL PAYMENTS OF THE SERIES 2018 BONDS ......................... B-1 4150-2542-5420.3 -111- 40990-25 SA -3-18 THIS INDENTURE OF TRUST, dated as of [DATED DATE] (the "Indenture"), by and between the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA (the "Agency"), a public body, corporate and politic, duly organized and existing pursuant to the Community Redevelopment Law of the State of California and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States and authorized to accept and execute trusts of the character herein set out with a corporate trust office located in Los Angeles, California, as trustee (the "Trustee"), WITNESSETH: WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the California Health and Safety Code and referred to herein as the "Law"), the City Council of the City of Santa Ana (the "City") created the Community Redevelopment Agency of the City of Santa Ana (the "Former RDA"); and WHEREAS, the Former RDA was a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its corporate purposes; and WHEREAS, pursuant to California Health and Safety Code Section 34173(d), the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana is the successor agency established following the dissolution of the Former RDA on February 1, 2012 pursuant to Assembly Bill X126 ("AB 26"); and WHEREAS, as provided in California Health and Safety Code Section 34173(g), the Agency is a separate public entity from the City, which provides for its governance, and the two entities shall not merge; and WHEREAS, Assembly Bill No. 1484 ("AB 1484"), a follow on bill to AB Xl 26, was enacted on June 27, 2012 and provides a mechanism to refund outstanding bonds or other indebtedness under certain circumstances; and WHEREAS, Senate Bill No. 107 ("AB 107"), a follow on bill to AB 26 and AB 1484, was enacted on September 22, 2015 and provides additional terms and amendments for operations of a successor agency; and WHEREAS, California Health and Safety Code Section 34177.5(a) authorizes successor agencies to refund outstanding bonds or other indebtedness provided that (i) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining ,interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; and 4150-2542-5420.3 40990-25 SA -3-19 WHEREAS, in 2003, the Former RDA issued and sold $20,945,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A, of which $ aggregate principal amount is currently outstanding (the "Series 2003A Bonds"), and $34,145,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Refunding Bonds, Series 2003B, of which $ aggregate principal amount is currently outstanding (the "Series 2003B Bonds" and, together with the Series 2003A Bonds, the "Series 2003 Bonds"), pursuant to a First Supplement to Indenture with respect to the Series 2003A Bonds, dated as of April 1, 2003 (the "2003 First Supplement'), and a Second Supplement to Indenture with respect to the Series 2003B Bonds, dated as of May 1, 2003 (the "2003 Second Supplement'), each by and between the Former RDA and BNY Western Trust Company (predecessor in interest to The Bank of New York Mellon Trust Company, N.A.), as successor trustee (the "2003 Trustee") and each supplementing that Indenture dated as of August 1, 1993, by and between the Agency and Dai- Ichi Kangyo Bank of California (the "1993 Indenture" and, as supplemented and amended by the 2003 First Supplement and the 2003 Second Supplement, the "2003 Indenture"), secured by and payable from tax increment revenues allocated to the South Main Street Redevelopment Project, and which Series 2003 Bonds are subject to optional redemption at any time at a redemption price equal to the outstanding principal amount thereof, plus interest due thereon to the date fixed for redemption, without premium; and WHEREAS, in 2011, the Former RDA issued and sold $66,790,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A, of which $ aggregate principal amount is currently outstanding (the "Series 2011 Bonds" and, together with the Series 2003 Bonds, the "Refunded Bonds"), pursuant to an Indenture of Trust, dated as of February 1, 2011 (the "Series 2011 Indenture"), between the Former RDA and The Bank of New York Mellon Trust Company, N.A., as trustee, which Series 2011 Bonds are subject to refunding and defeasance in accordance with the Series 2011 Indenture but are not subject to optional redemption until March 1, 2021; WHEREAS, the Agency has determined to refund and defease the Refunded Bonds; and WHEREAS, the Agency has determined to issue its Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds (Merged Project Area), Series 2018A (Tax Exempt) (the "Series 2018A Bonds") and Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Series 2018B Bonds" and, together with the Series 2018A Bonds, the "Series 2018 Bonds"), in order to refund the Refunded Bonds, purchasing a Qualified Reserve Account Credit Instrument for deposit to the reserve account for the Series 2018 Bonds and pay the costs of issuance of the Series 2018 Bonds; and WHEREAS, the Bonds will be secured by a pledge of, and lien on, and shall be repaid from Tax Revenues (as defined herein) and certain moneys deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the California Health and Safety Code; and 4150-2542-5420.3 40990-25 SA -3-20 WHEREAS, the Bonds will be issued and payable from amounts on deposit in the Redevelopment Property Tax Trust Fund; and WHEREAS, all conditions, things and acts required by law to exist, happen and be performed precedent to and in connection with the issuance of the Series 2018 Bonds exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Agency is now duly empowered to issue the Series 2018 Bonds; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and outstanding under the Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Agency does hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS: EOUAL SECURITY Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes of the Indenture and of the Bonds and of any certificate, opinion, report, request or other document herein or therein mentioned have the meanings herein specified. "Additional Bonds" shall mean all tax allocation bonds of the Agency authorized and executed pursuant to the Indenture and issued and delivered in accordance with Article IV. "Agency" shall mean the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana, as successor to the Former RDA in accordance with the Dissolution Act. "Annual Debt Service" shall mean, for each Bond Year, the sum of (a) the interest due on the Outstanding Bonds and any Parity Debt in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of mandatory sinking fund redemptions), and (b) the scheduled principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking fund redemptions due in such Bond Year). "Authorized Denomination" shall mean $5,000 principal amount of Bonds, or any integral multiple thereof. "Average Annual Debt Service" shall mean the average of the Annual Debt Service for all Bond Years, including the Bond Year in which the calculation is made. "Bond Counsel" shall mean counsel of recognized national standing in the field of law relating to municipal bonds. 4150-2542-5420.3 40990-25 SA -3-21 ["Bond Insurance Policy" and "2018 Bond Insurance Policy" have the following meanings: "Bond Insurance Policy" shall mean, as the context suggests, each of the insurance policies or the applicable insurance policy including, without limitation, the 2018 Bond Insurance Policy, issued by the Bond Insurer guaranteeing the scheduled payment of principal of, and the interest when due on, the applicable Series of Bonds. "2018 Bond Insurance Policy" shall mean, respectively, the Municipal Bond Insurance Policy guaranteeing the scheduled payment of principal of, and the interest when due on, the Insured Series 2018A Bonds and the Insured Series 2018B Bonds, issued by the 2018 Bond Insurer and dated , 2018.] ["Bond Insurer" and "2018 Bond Insurer" have the following meanings: "Bond Insurer" shall mean the issuer or issuers of a policy or policies of municipal bond insurance obtained by the Agency to insure the payment of principal of and interest on a Series of Bonds issued under this Indenture, when due otherwise than by acceleration, and which, in fact, are at any time insuring such Series of Bonds. "2018 Bond Insurer" shall mean , or any successor thereto or assignee thereof, as insurer of the Insured Series 2018 Bonds and issuer of the 2018 Reserve Policy.] "Bond Register" shall mean the registration books specified as such in Section 2.13 hereof. "Bond Year" shall mean (1) with respect to the initial Bond Year, the period from the date the Bonds are originally delivered to and including the first succeeding September 1, and (2) thereafter, each twelve-month period from September 2 in any calendar year to and including September 1 in the following calendar year. "Bonds" shall mean the Series 2018 Bonds and all Additional Bonds. "Business Day" shall mean a day of the year on which banks in Los Angeles, California, and any other place in which the Corporate Trust Office of the Trustee is located are not required or authorized to remain closed and on which the New York Stock Exchange is not closed. "City" shall mean the City of Santa Ana, California. "Code" shall mean the Internal Revenue Code of 1986, as amended and any regulations of the United States Department of the Treasury issued thereunder. "Compliance Costs" shall mean those costs incurred by the Agency or the Trustee in connection with their compliance with the Indenture and the Continuing Disclosure Agreement that are chargeable against the Redevelopment Property Tax Trust Fund as provided in Section 5.01 and 6.16, including legal fees and charges, fees and disbursements of consultants and professionals, raring agency fees, amounts to reimburse the Bond Insurer for draws on its Bond Insurance Policy (including any other amounts due to the 2018 Bond Insurer), and Qualified Reserve Account Credit Instruments, and all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code in accordance with Section 6.11 and the Tax Certificate. "Consultant's Report" shall mean a report signed by an Independent Financial Consultant or an Independent Redevelopment Consultant, as may be appropriate to the subject of the report, and including: 4150-2542-5420.7 4 40990-25 SA -3-22 (1) a statement that the person or firm making or giving such report has read the pertinent provisions of the Indenture to which such report relates; (2) a brief statement as to the nature and scope of the examination or investigation upon which the report is based; and (3) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said Independent Financial Consultant or Independent Redevelopment Consultant to express an informed opinion with respect to the subject matter referred to in the report. "Continuing Disclosure Agreement" shall mean that Continuing Disclosure Agreement, by and between the Agency and Urban Futures, Inc. as dissemination agent, dated as of [DATED DATE], relating to the Series 2018 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Corporate Trust Office" shall mean such corporate trust office of the Trustee as may be designated from time to time by written notice from the Trustee to the Agency, initially being such office located in Los Angeles, California except that with respect to presentation of Bonds for registration, payment, redemption, transfer or exchange, such terms shall mean the office, or agency of the Trustee at any particular time, its corporate trust agency business shall be conducted, or such other office designated by the Trustee from time to time as its Corporate Trust Office. "Costs of Issuance Fund" shall mean the Fund by that name established pursuant to Section 5.06 hereof. "Costs of Issuance" shall mean all items of expense directly or indirectly payable by or reimbursable to the Agency or the City and related to the authorization, issuance, sale and delivery of the Bonds and the refunding of the Refunded Bonds, including but not limited to publication and printing costs, costs of preparation and reproduction of documents, filing and recording fees, fees and charges of the Trustee and the Escrow Agent, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, fees and charges for preparation, execution, transportation and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds and the refunding of the Refunded Bonds as provided in a Costs of Issuance invoice transmitted by the Agency (which may include costs and expenses of the Agency and the City) to the Agency and the Trustee at the time of the original issuance of the Bonds to be paid from proceeds of the Bonds in accordance with Section 3.01 or as provided in a Supplemental Indenture. "County" shall mean the County of Orange, a political subdivision of the State of California. -_. "County Auditor -Controller" shall mean the Auditor -Controller of the County of Orange. "Dissolution Act" shall mean Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of the Law. 4150-2542-5420.3 5 40990-25 SA -3-23 "DOF" shall mean the State of California Department of Finance. "Escrow Agent" shall mean The Bank of New York Mellon Trust Company, N.A., as prior trustee and Escrow Agent under the Escrow Agreement. "Escrow Agreement" shall mean the Escrow Agreement (2003 Bonds) and the Escrow Agreement (2011 Bonds). "Escrow Agreement (2003 Bonds)" shall mean the Irrevocable Refunding Instructions and Agreement (Series 2003 Bonds). "Escrow Agreement (2011 Bonds)" shall mean the Escrow Agreement by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee and as Escrow Agent thereunder. "Expense Account" shall mean the account established pursuant to Section 5.03 hereof. "Federal Securities" shall mean (a) non -callable direct obligations of the United States of America ("United States Treasury Obligations"), and (b) evidences of ownership of proportionate interests in future interest and principal payments on United States Treasury Obligations held by a bank or trust company as custodian, under which the owner of the investment is the real parry in interest and has the right to proceed directly and individually against the obligor and the underlying United States Treasury Obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. "Fiscal Year" shall mean the period commencing on July 1 of each year after the date of the sale and delivery of the Bonds and terminating on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the Agency as its Fiscal Year in accordance with the Law and with notice to the Trustee. "Former RDA" shall mean the former Community Redevelopment Agency of the City of Santa Ana, created by the City Council of the City. "Indenture" shall mean this Indenture and all Supplemental Indentures. "Independent Certified Public Accountant" shall mean any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State of California, appointed and paid by the Agency, and who, or each of whom: (1) is in fact independent and not under the domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as a member, officer or employee of the Agency, but who may be regularly retained to make annual or other audits of the books of or reports to the Agency. 4150-2542-5420.3 40990-25 SA -3-24 "Independent Financial Consultant" shall mean a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the Agency and who, or each of whom: (1) is in fact independent and not under the domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as a member, officer or employee of the Agency, but who may be regularly retained to make annual or other reports to the Agency. "Independent Redevelopment Consultant" shall mean a consultant or firm of such consultants generally recognized to be well qualified in the field of consulting relating to tax allocation bond financing by California redevelopment agencies and their successor agencies, appointed and paid by the Agency and who, or each of whom: (1) is in fact independent and not under the domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as a member, officer or employee of the Agency, but who may be regularly retained to make annual or other reports to the Agency. ["Insured Series 2018 Bonds" shall mean the Insured Series 2018A Bonds and the Insured Series 2018B Bonds. "Insured Series 2018A Bonds" shall mean the Series 2018A Bonds maturing on September 1, 20_ through September 1, 20 . "Insured Series 2018B Bonds" shall mean the Series 2018B Bonds maturing on September 1, 20_ through September 1, 20_.] "Interest Account" shall mean the account maintained within the Tax Increment Fund pursuant to Section 5.03 of the Indenture. "Interest Payment Date" shall mean any March 1 or September 1 on which interest on any Series of Bonds is scheduled to be paid, commencing 1, 20. with respect to the Series 2018 Bonds. "Investment Agreement" shall mean an investment agreement or guaranteed investment contract meeting the description and the requirements contained in clause (10) of the definition of Permitted Investments herein. "Investment Earnings" shall mean all interest earned and any realized gains and losses on the investment of moneys in any fund or account created by the Indenture or by any Supplemental Indenture. 4150-2542-5420.3 7 40990-25 SA -3-25 "Law" shall mean the Community Redevelopment Law of the State of California (being Part I of Division 24 of the California Health and Safety Code, as amended), and all laws amendatory thereof or supplemental thereto including, without limitation, the Dissolution Act. "Maximum Annual Debt Service" shall mean the largest Annual Debt Service for any Bond Year, including the Bond Year in which the calculation is made. "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. "Officer's Certificate" shall mean a certificate signed by the Mayor, the City Manager or the Director of Finance, acting for and on behalf of the Agency, the Executive Director of the Agency, or the City Clerk acting for the Agency. "Outstanding" when used as of any particular time with reference to Bonds, shall mean (subject to the provisions of Section 9.02) all Bonds except: (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 11.02; and (3) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Agency pursuant to the Indenture. "Oversight Board" shall mean the oversight board of the Agency duly constituted from time to time pursuant to Section 34179 of the Dissolution Act. "Owner" or "Boudowner" whenever employed herein shall mean the person in whose name such Bond shall be registered. "Parity Debt" shall mean any additional tax allocation bonds, notes, interim certificates, debentures or other obligations issued by the Agency as permitted by the Indenture payable out of Tax Revenues and ranking on a parity with the Bonds. "Pass -Through Agreements" shall mean each pass-through agreement and tax sharing agreement entered into by the Agency with respect to a Project Area. "Pass Through Obligations" shall mean (i) the statutory pass-through obligations of the Agency described under Section 33607.5 of the Law, and (ii) the Pass -Through Agreements, and shall include amounts elected to be allocated pursuant to subdivision (a) of Section 33676 and Section 33607.7 or of the California Health and Safety Code. 4150-2542-5420.3 40990-25 SA -3-26 "Permitted Investments" shall mean any of the following to the extent then permitted by the general laws of the State of California applicable to investments by local agencies (provided that the Trustee shall be entitled to rely upon any Written Request from the Agency as conclusive certification to the Trustee that the investments described therein are permitted by the general laws of the State of California applicable to investments by local agencies): (1) (a) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America ("United States Treasury Obligations"), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a national banking association, bank, trust company or bank holding company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively "United States Obligations"). These include, but are not necessarily limited to: - U.S. Treasury obligations All direct or fully guaranteed obligations - General Services Administration Participation certificates - U.S. Maritime Administration Guaranteed Title XI financing - Small Business Administration Guaranteed participation certificates - Guaranteed pool certificates - Government National Mortgage Association (GNMA) GNMA-guaranteed mortgage-backed securities GNMA-guaranteed participation certificates - U.S. Department of Housing & Urban Development Local authority bonds (2) Obligations of instrumentalities or agencies of the United States of America limited to the following: (a) the Federal Home Loan Bank Board ("FHLB"); (b) the Federal Home Loan Mortgage Corporation ("FHLMC"); (c) the Federal National Mortgage Association (FNMA); (d) Federal Farm Credit Bank ("FFCB"); (e) Government National Mortgage Association ("GNMA"); and (f) guaranteed portions of Small Business Administration ("SBA") notes. (3) Commercial paper having original maturities of not more than 270 days, payable in the United States of America and issued by corporations that are organized and operating in 4150-2542-5420.3 40990-25 SA -3-27 the United States with total assets in excess of $500 million and having at the time of purchase "A" or better rating for the issuer's long-term debt as provided by S&P and "A-1" or better rating for the issuer's short-term debt as provided by S&P. (4) The Orange County Treasury Pool. (5) Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as "bankers' acceptances," having original maturities of not more than 180 days. The institution must have a minimum short-term debt rating of "P-1" by S&P, and a long- term debt rating of no less than "A" by S&P. (6) Shares of beneficial interest issued by diversified management companies, known as money market funds, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.) and whose fund has received the highest possible rating from S&P and at least one other Rating Agency including funds for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise. (7) Certificates of deposit issued by a nationally- or state -chartered bank or a state or federal association (as defined by Section 5102 of the California Financial Code) or by a state - licensed branch of a foreign bank, in each case which has, or which is a subsidiary of a parent company which has, obligations outstanding having a rating in the "A" category or better from S&P which may include the Trustee and its affiliates. (8) Pre -refunded municipal obligations rated "AAA" by S&P meeting the following requirements: (a) the municipal obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations; (c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification"); (d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations; 4150-2542-5420.3 10 40990-25 SA -3-28 (e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and (f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. (9) Repurchase agreements which have a maximum maturity of 30 days, or due on demand, and are fully secured at or greater than 102% of the market value plus accrued interest by obligations of the United States Government, its agencies and instrumentalities, in accordance with number (2) above. (10) Investment agreements and guaranteed investment contracts with issuers having a long-term debt rating of at least "AA-" by S&P. (11) Local Agency Investment Fund (established under Section 16429.1 of the California Government Code), provided that such investment is held in the name and to the credit of the Trustee, and provided further that the Trustee may restrict such investment if required to keep moneys available for the purposes of the Indenture. (12) Shares in a State of California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended. "Principal Account" shall mean the account maintained within the Tax Increment Fund pursuant to Section 5.03 of the Indenture. "Principal Installment" shall mean, with respect to any Principal Payment Date, the principal amount of Outstanding Bonds (including mandatory sinking fund payments) due on such date, if any. "Principal Corporate Trust Office" shall mean the office of the Trustee in Los Angeles, California, except that with respect to presentation of Bonds for payment, transfer or exchange, such term shall mean the corporate trust office, or agency of the Trustee at any particular time its corporate trust agency business shall be conducted, or such other offices as it shall designate from time to time. "Principal Payment Date" shall mean any September 1 on which principal of any Series of Bonds is scheduled to be paid, commencing on 1, 20_ with respect to the Series 2018 Bonds. "Project Area" shall mean collectively the territory comprising the following redevelopment projects of the Agency: (i) the Bristol Corridor Redevelopment Project, approved by Ordinance No. NS -2039 enacted by the City Council of the City on December 4, 1989; (ii) the Central City Redevelopment Project, approved by Ordinance No. NS -1173 enacted by the City Council of the City on July 2, 1973, (iii) the Inter -City Commuter Station Redevelopment Project, approved by Ordinance No. ,NS -1636 enacted by the City Council of the City on July 6, 1982; the North Harbor Boulevard Redevelopment Project, 4150-2542-5420.3 1 1 40990-25 SA -3-29 approved by Ordinance No. NS -1637 enacted by the City Council of the City on July 6, 1982; the South Harbor Boulevard/Fairview Street Redevelopment Project, approved by Ordinance No, NS -1639 enacted by the City Council of the City on July 6, 1982; and the South Main Street Redevelopment Project, approved by Ordinance No. NS -1639 enacted by the City Council of the City on July 6, 1982; in each case together with any amendments duly authorized pursuant to the Redevelopment Law. "Qualified Reserve Account Credit Instrument" shall mean (i) the 2018 Reserve Policy or (ii) an irrevocable standby or direct -pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 5.03(d) provided that all of the following requirements are met by the Agency at the time of delivery thereof to the Trustee: (a) S&P or Moody's has assigned a long-term credit rating to such bank or insurance company of "A" (without regard to modifier) or higher; (b) such letter of credit or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Account Requirement with respect to which funds are proposed to be released pursuant to Section 5.03(d); (d) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account, the Principal Account or the Term Bonds Sinking Account for the purpose of making payments required pursuant to Section 5.03(d); and (e) prior written notice is given to the Trustee before the effective date of any such Qualified Reserve Account Credit Instrument. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 6.11 hereof. "Rebate Instructions" shall mean those calculations and directions required to be delivered to the Trustee by the Agency pursuant to the Tax Certificate. "Rebate Requirement" shall mean the Rebate Requirement defined in the Tax Certificate. "Recognized Obligation Payment Schedule" or "ROPS" shall mean a Recognized Obligation Payment Schedule, setting forth the minimum payment amounts and due dates of payments required by enforceable obligations for each fiscal year as provided in subdivision (o) of Section 34177 of the Dissolution Act, each prepared and approved from time to time pursuant to the Dissolution Act. "Redevelopment Obligation Retirement Fund" shall mean the fund by that name established pursuant to Section 34170.5(a) of the Law and administered by the Agency. "Redevelopment Plan" shall mean the [Amended and Restated Redevelopment Plan for the Santa Ana Merged Redevelopment Project Area], together with any amendments to such redevelopment plan duly authorized pursuant to the Law. "Redevelopment Property Tax Trust Fund" shall mean the fund by that name established pursuant to Section 34170.5(b) of the Law and administered by the County Auditor - Controller. "Refunded Bonds" shall have the meaning set forth in the whereas clauses above. 4150-2542-5420.3 12 40990-25 SA -3-30 "Regulations" shall mean temporary and permanent regulations promulgated or applicable under Section 103 and all related provisions of the Code. "Related Documents" shall mean the Indenture and any other document executed by the Agency in connection with the issuance of the Series 2018 Bonds including, without limitation, the Series 2018 Bonds issued hereunder. "Reserve Account" shall mean the account maintained within the Tax Increment Fund pursuant to Section 5.03 of the Indenture "Reserve Account Requirement" shall mean as of the date of any calculation, with respect to all Outstanding Bonds an amount equal to the lesser of (i) the Maximum Annual Debt Service attributable to the Outstanding Bonds or (ii) 125% of Average Annual Debt Service attributable to the Outstanding Bonds; provided however, that the Reserve Account Requirement when issuing a new Series of Bonds shall be the lesser of (i) or (ii) above, but limited to the addition to the Reserve Account of no more than 10% of the proceeds from the sale of such new Series of Bonds. "Responsible Officer" shall mean any Vice -President, Assistant Vice President, Trust Officer or other officer of the Trustee having regular responsibility for corporate trust matters. "ROPS Payment Period" shall mean a ROPS Period; provided, that if the Dissolution Act is hereafter amended such that each ROPS Period covers a fiscal period of a different length, then "ROPS Payment Period" shall mean the period during which moneys distributed on a RPTTF Distribution Date are permitted to be expended under the Dissolution Act, as amended. "ROPS Period" shall mean each annual period from July 1 to June 30, inclusive, as provided in subdivision (o) of Section 34177 of the Dissolution Act; provided, that if the Dissolution Act is hereafter amended such that each ROPS covers a fiscal period of a different length, then "ROPS Period" shall mean such other applicable period established under the Dissolution Act, as amended. "RPTTF" or "Redevelopment Property Tax Trust Fund" shall mean the fund by that name established pursuant to Health and Safety Code Section 34170.5(b) and administered by the County Auditor -Controller. "RPTTF Distribution Date" shall mean each January 2 and June 1, as specified in Section 34183 of the Dissolution Act, on which the County Auditor -Controller allocates and distributes to the Agency monies from the RPTTF for payment on enforceable obligations pursuant to an approved ROPS. "Securities Depository" shall mean, initially, The Depository Trust Company, New York, N.Y., or, in accordance with then -current guidelines of the Securities and Exchange Commission, such other securities depositories, or no such depositories, as designated by the Trustee. "Serial Bonds" shall mean Bonds for which no Sinking Account Installments are provided. 4150-2542-5420.3 13 40990-25 SA -3-31 "Series" shall mean each initial series of Series 2018 Bonds executed, authenticated and delivered and identified pursuant to the Indenture as the Series 2018A Bonds and the Series 2018B and any Additional Bonds issued pursuant to a Supplemental Indenture and identified as a separate series of Bonds. ["Series 2011 Indenture" shall mean the Indenture, dated as of February 1, 2011, between the Former RDA and The Bank of New York Mellon Trust Company, N.A., as successor trustee.] ["Series 2011 Bonds" shall mean the outstanding Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A.] "Series 2018A Bonds" shall mean the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018A (Tax Exempt). "Series 2018B Bonds" shall mean the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable). "Series 2018 Bonds" shall mean, collectively, the Series 2018A Bonds and the Series 2018B Bonds. "Sinking Account Installment" shall mean the amount of money required to be paid by the Agency on a Sinking Account Payment Date toward the retirement of any particular Term Bonds on or prior to their respective stated maturities, as set forth in the Indenture. "Sinking Account Payment Date" shall mean any September 1 on which Sinking Account Installments on Term Bonds are scheduled to be paid, as set forth in the Indenture. "S&P" shall mean Standard & Poor's Financial Services LLC and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then "S&P" shall be deemed to refer to any other nationally -recognized rating agency selected by the Agency. "Substitute Depository" shall mean the substitute depository as defined in Section 2.12. "Supplemental Indenture" shall mean any indenture amending or supplementing the Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. "2018 Reserve Policy" shall mean the Municipal Bond Debt Service Reserve Insurance Policy issued by the 2018 Bond Insurer and dated 2018. "Tax Certificate" shall mean that certificate and agreement, relating to various federal tax requirements, including the requirements of Section 148 of the Code, signed by the Agency on the date the Tax Exempt Bonds and the Series 2018A Bonds are issued, as the same may be amendedor supplemented in accordance with its terms. "., 4150-2542-5420.3 14 40990-25 SA -3-32 "Tax Exempt" shall mean, with respect to interest on any obligations of a state or local government, that such interest is excluded from the gross income of the owners thereof for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code. "Tax Increment Fund" shall mean the fund established pursuant to Section 5.01 hereof. "Tax Revenues" shall mean all taxes annually allocated and paid to the Agency pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law, Section 16 of Article XVI of the Constitution of the State and other applicable state laws and as provided in the Redevelopment Plan available for or deposited into the RPTTF, [to the extent not payable with respect to Pass Through Obligations, and subject to the equal and senior claims of indebtedness, if, any.] If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act are invalidated by a final judicial decision, then Tax Revenues will include all tax revenues allocated to the payment of indebtedness pursuant to California Health and Safety Code Section 33670 or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. "Term Bonds" shall mean Bonds which are payable on or before their specified maturity dates from Sinking Account Installments established for that purpose. "Term Bonds Sinking Account" shall mean the account maintained within the Tax Increment Fund pursuant to Section 5.03 of the Indenture. "Trustee" shall mean The Bank of New York Mellon Trust Company, N.A., appointed by the Agency in Section 7.01 and acting with the duties and powers herein provided, and its successors and assigns, or any other corporation or association which may at any time be substituted in its place, as provided in Section 7.02. "Verification Report" shall mean a report of an independent firm of nationally recognized certified public accountants, or such other firm as shall be acceptable to the Bond Insurer, addressed to the Agency, the Trustee and the Bond Insurer, verifying the sufficiency of the escrow established to pay Bonds in full at maturity or on a redemption date. "Written Request of the Agency" shall mean an instrument in writing signed by the Mayor, the City Manager or Director of Finance, acting for and on behalf of the Agency, the Executive Director of the Agency, or the City Clerk acting for the Agency, or by any other officer of the Agency duly authorized by the Agency for that purpose. Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, the Indenture shall be deemed to be and shall constitute a contract between the Agency and the Owners from time to time of all Bonds issued hereunder and then Outstanding to secure the full and final payment of the interest on and principal of and redemption premiums, if any, on all Bonds authorized, executed, issued and delivered hereunder, subject to the 4150-2542-5420.3 15 40990-25 SA -3-33 agreements, conditions, covenants and provisions herein contained; and the agreements and covenants herein set forth to be performed on behalf of the Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any Bonds over any other Bonds. ARTICLE II THE BONDS; CERTAIN PROVISIONS OF THE BONDS Section 2.01 General Authorization; Bonds. The Series 2018 Bonds and Additional Bonds may be issued at any time under and subject to the terms of the Indenture. The Agency has reviewed all proceedings heretofore taken relative to the authorization of the Series 2018 Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the issuance of the Series 2018 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Agency is now duly authorized, pursuant to each and every requirement of law, to issue the Series 2018 Bonds in the manner and form provided in the Indenture. Accordingly, the Agency hereby authorizes the issuance of the Series 2018 Bonds for the purposes set forth in the preamble of the Indenture. Section 2.02 Terms of Series 2018 Bonds. The Series 2018 Bonds authorized to be issued by the Agency under and subject to the terns of the Indenture and the Law shall be designated the "Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018A (Tax Exempt)" and shall be in the aggregate principal amount of $XX,000,000 and the "Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable)" and shall be in the aggregate principal amount of $YY,000,000. The Series 2018 Bonds shall be issued as fully registered bonds in denominations of $5,000, or any integral multiple thereof (not exceeding the principal amount of such Bonds maturing at any one time). The Bonds shall be registered initially in the name of "Cede & Co.," as nominee of the Securities Depository and shall be evidenced by one bond for each maturity of Bonds in the principal amount of the respective maturities of Bonds. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except as set forth herein. Payment of interest on the Series 2018 Bonds shall be made to Cede & Co. as registered owner, or such other person whose name appears on the bond registration books of the Trustee as the registered owner of the Series 2018 Bonds, as of the close of business on the fifteenth (15th) day of the calendar month preceding the Interest Payment Date (the "Record Date), or if otherwise instructed, by check mailed to such registered owner at its address as it appears on such books or at such other address as it may have filed with the Trustee for that purpose prior to the Record Date. Each Series of Series 2018 Bonds shall be numbered in consecutive numerical order from RI upwards. Each Series of Series 2018 Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is an Interest Payment Date, in which event they shall bear interest from such Interest Payment Date, 4150-2542-5420.3 16 40990-25 SA -3-34 or unless such date of authentication is prior to the first Interest Payment Date, in which event they shall bear interest from 15, 20, provided, however, that if, at the time of authentication of any Series 2018 Bond, interest is then in default on such Series of Series 2018 Bond, such Series of Series 2018 Bond shall bear interest from the Interest Payment Date to which interest previously has been paid or made available for payment. Interest on the Series 2018 Bonds shall be computed on the basis of a 360 -day year of twelve 30 -day months. The Series 2018A Bonds shall be dated their date of initial delivery and shall bear interest at the rates specified in the table below, such interest being payable on each Interest Payment Date, and shall mature on the Principal Payment Dates in the following years in the following principal amounts, namely: Maturity Date Principal Interest (September 1) Amount Rate 2019 2020 2022 2023 2024 • Insured Series 2018A Bonds. The Series 2018B Bonds shall be dated their date of initial delivery and shall bear interest at the rates specified in the table below, such interest being payable on each Interest Payment Date, and shall mature on the Principal Payment Dates in the following years in the following principal amounts, namely: Maturity Date Principal Interest (September 1) Amount 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 ' Insured Series 2018B Bonds. Rate Principal and redemption premiums, if any, on the Series 2018 Bonds shall be payable in immediately available funds. Principal and redemption premiums, if any, and interest on the Series 2018 Bonds shall be paid in lawful money of the United States of America. 4150-2542-5420.3 17 40990-25 SA -3-35 Section 2.03 Form of Series 2018 Bonds. The Series 2018 Bonds, the Trustee's authentication and registration endorsement, and the assignment to appear thereon shall be substantially in the form attached hereto as Appendix A. Section 2.04 Redemption of Series 2018 Bonds. (a) Optional Redemption of Series 2018A Bonds. The Series 2018A Bonds maturing on or after September 1, 20_, are subject to optional redemption before maturity on or after September 1, 20. at the option of the Agency, in whole or in part, on any date, at a redemption price equal to the principal amount of the Series 2018A Bonds to be redeemed, plus accrued but unpaid interest to the redemption date. (b) Optional Redemption of Series 2018B Bonds. The Series 2018B Bonds are not subject to optional redemption. Section 2.05 Notice of Redemption. In the case of any redemption of Bonds, the Trustee shall give notice, as hereinafter in this section provided, that Bonds, identified by serial numbers, Series and maturity date (and interest rate in the case of bifurcated maturities), have been called for redemption and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof that has been called for redemption (or if all the Outstanding Bonds are to be redeemed, so stating, in which event such serial numbers may be omitted), that they will be due and payable on the date fixed for redemption (specifying such date) upon surrender thereof at the Principal Corporate Trust Office, at the redemption price (specifying such price), together with any accrued interest to such date, and that all interest on the Bonds, the respective series of Bonds, or portions thereof, as applicable, so to be redeemed will cease to accrue on and after such date and that from and after such date such Bond or such portion shall no longer be entitled to any lien, benefit or security under the Indenture, and the Owner thereof shall have no rights in respect of such redeemed Bond or such portion except to receive payment from such moneys of such redemption price plus accrued interest to the date fixed for redemption. Such notice shall be mailed by first class mail, postage prepaid, at least twenty (20) but not more than sixty (60) days before the date fixed for redemption, to the Security Depository, the MSRB and the Owners of such Bonds, or portions thereof, so called for redemption, at their respective addresses as the same shall last appear on the Bond Register. No notice of redemption need be given to the Owner of a Bond to be called for redemption if such Owner waives notice thereof in writing, and such waiver is filed with the Trustee prior to the redemption date. Neither the failure of an Owner to receive notice of redemption of Bonds hereunder nor any error in such notice shall affect the validity of the proceedings for the redemption of Bonds. Any notice of redemption may be expressly conditional and may be rescinded by Written Request of the Agency given to the Trustee not later than the date fixed for redemption. Upon receipt of such Written Request of the Agency, the Trustee shall promptly mail notice of such rescission to the same parties that were mailed the original notice of redemption. Section 2.06 Selection of Bonds for Redemption. Whenever less than all the Outstanding Bonds of any one maturity are to be redeemed on any one date, the Trustee shall select the particular Bonds to be redeemed by lot (subject in the case of such redemption of 4150-2542-5420.3 18 40990-25 SA -3-36 Insured Series 2018 Bonds to the prior written approval of the Bond Insurer), and in selecting the Bonds for redemption the Trustee shall treat each Bond of a denomination of more than five thousand dollars ($5,000) as representing that number of Bonds of five thousand dollars ($5,000) denomination which is obtained by dividing the principal amount of such Bond by five thousand dollars ($5,000), and the portion of any Bond of a denomination of more than five thousand dollars ($5,000) to be redeemed shall be redeemed in an Authorized Denomination. The Trustee shall promptly notify the Agency in writing of the numbers of the Bonds so selected for redemption in whole or in part on such date. Section 2.07 Payment of Redeemed Bonds. If notice of redemption has been given or waived as provided in Section 2.05, the Bonds or portions thereof called for redemption shall be due and payable on the date fixed for redemption at the redemption price thereof, together with accrued interest to the date fixed for redemption, upon presentation and surrender of the Bonds to be redeemed at the office specified in the notice of redemption. If there shall be called for redemption less than the full principal amount of a Bond, the Agency shall execute and deliver and the Trustee shall authenticate, upon surrender of such Bond, and without charge to the Owner thereof, Bonds of like interest rate and maturity in an aggregate principal amount equal to the unredeemed portion of the principal amount of the Bonds so surrendered in such authorized denominations as shall be specified by the Owner. If the Owner of the Bonds is registered to Cede & Co., payment of the redeemed Bonds shall be made without presentment. If any Bond or any portion thereof shall have been duly called for redemption and payment of the redemption price, together with unpaid interest accrued to the date fixed for redemption, shall have been made or provided for by the Agency, then interest on such Bond or such portion shall cease to accrue from such date, and from and after such date such Bond or such portion shall no longer be entitled to any lien, benefit or security under the Indenture, and the Owner thereof shall have no rights in respect of such Bond or such portion except to receive payment of such redemption price, and unpaid interest accrued to the date fixed for redemption. Section 2.08 Purchase in Lieu of Redemption. In lieu of redemption of any Bond pursuant to the provisions of subsection (a) of Section 2.04 or Section 5.02 hereof, amounts on deposit in the Term Bonds Sinking Account may also be used and withdrawn by the Trustee at any time prior to selection of Bonds for redemption having taken place with respect to such amounts, upon a Written Request of the Agency, for the purchase of such Term Bonds at public or private sale as and when and at such prices (including brokerage and other charges) as the Agency may in its discretion determine, but not in excess of par plus accrued interest. Any accrued interest payable upon the purchase of Bonds shall be paid from amounts held in the Tax Increment Fund for the payment of interest on the next following Interest Payment Date. Any Term Bonds so purchased shall be cancelled by the Trustee forthwith and shall not be reissued. The principal of any Term Bonds so purchased by the Trustee in any twelve-month period ending 60 days prior to any Sinking Account Payment Date in any year shall be credited towards and shall reduce the principal of such Term Bonds required to be redeemed on such Sinking Account Payment Date in such year. Section 2.09 Execution of Bonds. The Mayor, [the City Manager, Director of Finance or the Debt Manager], acting for and on behalf of the Agency or the Executive Director of the Agency shall execute each of the Bonds on behalf of the Agency and the City Clerk shall attest 4150-2542-5420.3 19 40990-25 SA -3-37 each of the Bonds on behalf of the Agency. Any of the signatures of said Mayor, [the City Manager, Director of Finance and the Debt Manager], acting for and on behalf of the Agency, the Executive Director of the Agency and the City Clerk may be by printed, lithographed or engraved facsimile reproduction. In case any officer whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes the same as though he had remained in office until such delivery of the Bonds. Any Bond may be signed and attested on behalf of the Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Agency although at the nominal date of such Bond any such person may not have been such officer of the Agency. Except as may be provided in a Supplemental Indenture, only such of the Bonds as shall bear thereon a certificate of authentication and registration in the form hereinbefore recited, executed and dated by the Trustee, upon the Written Request of the Agency, shall be entitled to any benefits under the Indenture or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the Bonds so registered have been duly issued and delivered hereunder and are entitled to the benefits of the Indenture. Section 2.10 Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.12, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond at the Corporate Trust Office for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Agency shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds for a like aggregate principal amount of the same Series, interest rate and maturity date (and interest rate in the case of bifurcated maturities). The Trustee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be required to register the transfer of any Bonds during the fifteen (15) days prior to the date of selection of the Bonds for redemption, or of any Bonds selected for redemption. Section 2.11 Exchange of Bonds. The Bonds may be exchanged at the Corporate Trust Office for a like aggregate principal amount of Bonds of the same Series, interest rate and maturity date (and interest rate in the case of bifurcated maturities) in other authorized denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be required to exchange any Bonds during the fifteen (15) days prior to the date -of selection of the Bonds for redemption, or of any Bonds selected for redemption. Section 2.12 Use of Depository. Notwithstanding any provision of the Indenture to the contrary: 4150-2542-5420.7 20 40990-25 SA -3-38 (a) The Bonds shall be initially issued as provided in Section 2.01. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except: (i) To any successor of the Securities Depository or its nominee, or to any substitute depository designated pursuant to clause (ii) of this subsection (a) ("Substitute Depository"); provided that any successor of the Securities Depository or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) To any Substitute Depository designated by the Agency and not objected to by the Trustee, upon (1) the resignation of the Securities Depository or its successor (or any Substitute Depository or its successor) from its functions as depository or (2) a determination by the Agency that the Securities Depository or its successor (or any Substitute Depository or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of the Securities Depository or its successor (or Substitute Depository or its successor) from its functions as depository; provided that no Substitute Depository which is not objected to by the Trustee can be obtained or (2) a determination by the Agency that it is in the best interests of the Agency to remove the Securities Depository or its successor (or any Substitute Depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the Outstanding Bonds by the Trustee, together with a Written Request of the Agency to the Trustee, a single new Bond shall be executed and delivered in the aggregate principal amount of the Bonds then Outstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Written Request of the Agency. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the Outstanding Bonds by the Trustee together with a Written Request of the Agency to the Trustee, new Bonds shall be executed and delivered in such denominations numbered in consecutive order and registered in the names of such persons as are requested in such a Written Request of the Agency, subject to the limitations of Section 2.02 hereof, provided the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a Written Request of the Agency. (c) In the case of partial redemption or an advance refunding of the Bonds evidencing all or a portion of the principal amount Outstanding, the Securities Depository shall make an appropriate notation on the Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. (d) The Agency and the Trustee shall be entitled to treat the person in whose name any Bond is registered as the Owner thereof for all purposes of the Indenture and 4150-2542-54203 21 40990-25 SA -3-39 any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Agency; and the Agency and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds. Neither the Agency nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including the Securities Depository or its successor (or Substitute Depository or its successor), except for the Owner of any Bond. (e) So long as the outstanding Bonds are registered in the name of Cede & Co. or its registered assign, the Agency and the Trustee shall cooperate with Cede & Co., as sole registered Owner, and its registered assigns in effecting payment of the principal of and redemption premium, if any, and interest on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Section 2.13 Bond Registration Books. (a) The Trustee will keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times, upon reasonable notice, be open to inspection by any Bondowner or his agent duly authorized in writing or the Agency; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Bonds as hereinbefore provided. (b) The person in whose name any Bond shall be registered shall be deemed the owner thereof for all purposes thereof, and payment of or on account of the principal of, and the interest on or redemption price of by such Bond shall be made only to or upon the order in writing of such Owner, which payment shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (c) Upon initial issuance of the Bonds, the ownership of all such Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.12 in the name of Cede & Co. Section 2.14 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond shall become mutilated, or shall be believed by the Agency or the Trustee to have been destroyed, stolen or lost, upon proof of ownership satisfactory to the Trustee, and upon the surrender of such mutilated Bond at the Corporate Trust Office or upon the receipt of evidence satisfactory to the Trustee of such destruction, theft or loss, and upon receipt also of indemnity for the Trustee and the Agency satisfactory to the Trustee, and upon payment by the Owner of all expenses incurred by the Agency and the Trustee, the Agency shall execute and the Trustee shall authenticate and deliver at said office a new Bond or Bonds of the same Series and maturity and for the same aggregate principal amount, of like tenor and date, bearing the same number or numbers, with such notations as the Trustee shall determine, in exchange and substitution for and upon cancellation of the mutilated Bond, or in lieu of and in substitution for the Bond so destroyed, stolen or lost. 4150-2542-5420.3 22 40990-25 SA -3-40 If any such destroyed, stolen or lost Bond shall have matured or shall have been called for redemption, payment of the amount due thereon may be made by the Agency or the Trustee upon receipt of like proof, indemnity and payment of expenses. Any such replacement Bonds issued pursuant to this section shall be entitled to equal and proportionate benefits with all other Bonds issued hereunder. The Agency and the Trustee shall not be required to treat both the original Bond and any duplicate Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond shall be treated as one and the same. Section 2.15 Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken by the Agency for the financing or refinancing of any redevelopment project financed with proceeds of the Refunded Bonds, or by any contracts made by the Agency in connection therewith, and shall not be dependent upon the completion of the financing such redevelopment project or upon the performance by any person of his obligation with respect to such redevelopment project, and the recital contained in the Bonds that the same are issued pursuant to the Law shall be conclusive evidence of their validity and of the regularity of their issuance. ARTICLE III APPLICATION OF PROCEEDS OF BONDS Section 3.01 Application of Proceeds of Sale of Series 2018 Bonds—Allocation Among Funds and Accounts. The proceeds of the sale of the Series 2018 Bonds shall be deposited with the Trustee and shall be held in trust and set aside or transferred by the Trustee as set forth below: The proceeds (net of an allocable portion of underwriter's discount [and a proportionate cost of the premiums paid to the 2018 Bond Insurer for its 2018 Reserve Policy and 2018 Bond Insurance Policy)] of the sale of the Series 2018A Bonds shall be deposited with the Trustee and shall be held in trust and set aside or transferred by the Trustee as follows: (a) The Trustee shall deposit in the Reserve Account established pursuant to Section 5.03(d) hereof the 2018 Reserve Policy; (b) The Trustee shall transfer $ to the Escrow Agent for deposit into the trust account established in the "Refunding Escrow," as provided in the "Escrow Agreement (2003 Bonds); and . (c) The Trustee shall transfer $ to the Costs of Issuance Fund for the payment of the Costs of Issuance allocable to the Series 2018A Bonds. The proceeds (net of an allocable portion of underwriter's discount [and a proportionate cost of the premiums paid to the 2018 Bond Insurer for its 2018 Reserve Policy and 2018 Bond Insurance Policy)] of the sale of the Series 2018B Bonds shall be deposited with the Trustee and shall be held in trust and set aside or transferred by the Trustee as follows: 4150-2542-5420.3 23 40990-25 SA -3-41 (a) [The Trustee shall transfer $ to the Escrow Agent for deposit into the trust account established in the "Refunding Escrow," as provided in the Escrow Agreement (2003 Bonds); and] (b) The Trustee shall transfer $ to the Escrow Agent for deposit into the trust account established in the "Refunding Escrow," as provided in the Escrow Agreement (2011 Bonds); and (c) The Trustee shall transfer $ to the Costs of Issuance Fund for the payment of the Costs of Issuance allocable to the Series 2018B Bonds. The Trustee may establish and use temporary funds or accounts in its records to facilitate and record such deposits and transfers. ARTICLE IV ISSUANCE OF ADDITIONAL BONDS Section 4.01 Conditions for the Issuance of Additional Bonds. The Agency may at any time after the issuance and delivery of the Series 2018 Bonds hereunder issue Additional Bonds hereunder payable from the Tax Revenues and secured by a lien and charge upon the Tax Revenues equal to and on a parity with the lien and charge securing the Outstanding Bonds theretofore issued under the Indenture, for the purpose of refunding bonds or other indebtedness of the Agency or the Former RDA (including, without limitation, refunding Bonds outstanding under the Indenture) in accordance with the Law, including payment of all costs incidental to or connected with such refunding or providing for the funding of related reserves, but only subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds: (a) A Written Request of the Agency shall have been filed with the Trustee containing a statement to the effect that the Agency shall be in compliance with all covenants set forth in the Indenture and any Supplemental Indentures, and no Event of Default shall have occurred and be continuing. (b) The issuance of such Additional Bonds shall have been duly authorized pursuant to the Law and all applicable laws, and the issuance of such Additional Bonds shall have been provided for by a Supplemental Indenture; which shall specify the following: (i) The authorized principal amount of such Additional Bonds; (ii) The date and the maturity date or dates of such Additional Bonds; provided that (i) Principal Payment Dates and Sinking Account Payment Dates may occur only on Interest Payment Dates, and (ii) fixed serial maturities or mandatory Sinking Account Installments, or any combination thereof, shall be established to provide for the retirement of all such Additional Bonds on or before their respective maturity dates; 4150-2542-5420.3 24 40990-25 SA -3-42 (iii) The Interest Payment Dates for such Additional Bonds; provided that Interest Payment Dates shall be on the same semiannual dates as the Interest Payment Dates for Series 2018 Bonds; (iv) The denomination and method of numbering of such Additional Bonds; (v) The redemption premiums, if any, and the redemption terms, if any, for such Additional Bonds; (vi) The amount and due date of each mandatory Sinking Account Installment, if any, for such Additional Bonds; (vii) The amount, if any, to be deposited from the proceeds of such Additional Bonds in the Reserve Account; provided that the amount deposited in or credited to such Reserve Account shall be increased at or prior to the time such Additional Bonds become Outstanding to an amount at least equal to the Reserve Account Requirement on all then Outstanding Bonds and such Additional Bonds, and that an amount at least equal to the Reserve Account Requirement on all Outstanding Bonds shall thereafter be maintained in or credited to such Reserve Account; (viii) The form of such Additional Bonds; and (ix) Such other provisions, as are necessary or appropriate and not inconsistent with the Indenture. (c) Such Additional Bonds may be issued only for the purpose of refunding bonds or other indebtedness of the Agency or its Former RDA (including, without limitation, refunding Bonds outstanding under the Indenture) in accordance with the Law, including payment of all costs incidental to or connected with such refunding and funding or providing for the funding of related reserves, and the payment of all costs incidental to or connected with such refunding, provided that the issuance of such Additional Bonds shall comply with the terms of California Health and Safety Code Section 34177.5. Nothing contained in the Indenture shall limit the issuance of any tax increment bonds or other obligations of the Agency secured by a lien and charge on Tax Revenues junior to that of the Bonds. Section 4.02 Procedure for the Issuance of Additional Bonds. All of the Additional Bonds shall be executed by the Agency for issuance under the Indenture and delivered to the Trustee and thereupon shall be delivered by the Trustee upon the Written Request of the Agency,_ but only upon receipt by the Trustee of the following documents or money or securities: (a) A certified copy of the Supplemental Indenture authorizing the issuance of such Additional Bonds; 4150-2542-5420.3 25 40990-25 SA -3-43 (b) A Written Request of the Agency as to the authentication and delivery of such Additional Bonds; (c) An opinion of Bond Counsel to the effect that (1) the Agency has the right and power under the Law to enter into the Indenture and all Supplemental Indentures thereto, and the Indenture and all such Supplemental Indentures have been duly executed by the Agency and are valid and binding upon the Agency and enforceable against the Agency in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights, by application of equitable principles and by exercise of judicial discretion in appropriate cases), and no other authorization for the Indenture or such Supplemental Indentures is required; (2) the Indenture creates the valid pledge which it purports to create of the Tax Revenues as provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (3) such Additional Bonds are valid and binding special obligations of the Agency, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights, by application of equitable principles and by exercise of judicial discretion in appropriate cases) and the terms of the Indenture and all Supplemental Indentures thereto and entitled to the benefits of the Indenture and all such Supplemental Indentures and the Law, and such Additional Bonds have been duly and validly authorized and issued in accordance with the Law and the Indenture and all such Supplemental Indentures; (d) A Written Request of the Agency containing such statements as may be reasonably necessary to show compliance with the requirements of the Indenture; and (e) Such further documents, money and securities as are required by the provisions of the Indenture and the Supplemental Indenture providing for the issuance of such Additional Bonds. ARTICLE V TAX REVENUES; CREATION OF FUNDS Section 5.01 Pledge of Tax Revenues; Tax Increment Fund. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Tax Revenues and all amounts on deposit from time to time in the funds and accounts established hereunder (other than the Expense Account and the Rebate Fund) are hereby pledged to the payment of the principal of and interest on the Outstanding Bonds and any Parity Debt as provided herein. The Agency hereby irrevocably grants to the Trustee for the benefit of the 2018 Bond Insurer, the issuer of the 2018 Reserve Policy and the Owners of the Outstanding Bonds a first charge and lien on, and a security interest in, and hereby pledges and assigns, the Tax Revenues, whether held by the Agency, the County Auditor -Controller or the Trustee, and all amounts in the funds and accounts established hereunder (other than the Expense Account and the Rebate Fund), including the "Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax 4150-2542-5420.3 26 40990-25 SA -3-44 Increment Fund" (hereinafter called the "Tax Increment Fund'), which is hereby created by the Agency and which fund the Agency hereby covenants and agrees to maintain with the Trustee so long as any Bonds shall be Outstanding hereunder or amounts are owed to the 2018 Bond Insurer or the issuer of the 2018 Reserve Policy, to the Trustee for the benefit of the 2018 Bond Insurer, the issuer of the 2018 Reserve Policy and the Owners of the Outstanding Bonds. Notwithstanding the foregoing, there shall not be deposited with the Trustee for deposit in the Tax Increment Fund any taxes eligible for allocation to the Agency pursuant to the Law in an amount in excess of that amount which, together with all money then on deposit with the Trustee in the Tax Increment Fund and the accounts therein, shall be sufficient to discharge all Outstanding Bonds as provided in Article X hereof. No additional bonds payable from Tax Revenues on a basis senior to or on a parity with the Bonds will be issued except pursuant to Article IV of the Indenture. The Agency covenants and agrees that all Tax Revenues when and as received, will be received by the Agency in trust hereunder and will be transferred to the Trustee within a reasonable period of time from the receipt by the Agency thereof, for deposit by the Trustee in the Tax Increment Fund and will be accounted for through and held in trust in the Tax Increment Fund, and the Agency shall have no beneficial right or interest in any of such money, except only as specifically provided otherwise in the Indenture. All such Tax Revenues, whether received by the Agency and held in trust pending transfer or deposited with the Trustee, all as herein provided, shall nevertheless be disbursed, allocated and applied solely to the uses and purposes hereinafter set forth in the Indenture, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the Agency. Any Tax Revenues received by the Trustee in the Tax Increment Fund (other than amounts deposited in the Reserve Account) in excess of the amounts required to be held by the Trustee in the Tax Increment Fund shall be released from the pledge and lien hereunder and transferred to the Agency and may be used for any lawful purpose of the Agency. Pursuant to the laws of the State of California, including California Health and Safety Code Sections 34183 and 34170.5(b), the County Auditor -Controller is obligated to deposit the Tax Revenues into the Redevelopment Property Tax Trust Fund. In furtherance of this Section 5.01 and the Dissolution Act, and in accordance with the County Auditor -Controller's obligations as set forth in California Health and Safety Code Section 34183, the Agency shall take all steps to ensure that the County Auditor -Controller (1) deposits the Tax Revenues into the Redevelopment Property Tax Trust Fund, (2) allocates funds for the principal and interest payments due on the Outstanding Bonds and any Parity Debt and any deficiency in the Reserve Account (including amounts due to the issuer of the 2018 Reserve Policy) pursuant to each valid Recognized Obligation Payment Schedule in accordance with the Dissolution Act and as provided in this Section 5.01, and (3) make the transfers to the Trustee required under Section 5.02 of the Indenture. The Agency will take all actions required under the Dissolution Act to include on its ROPS the amounts described below to be transmitted to the Trustee for the applicable ROPS Period in order to satisfy the requirements of the Indenture, including any amounts required to pay principal and interest payments due on Outstanding Bonds and any Parity Debt, any Compliance Costs, any deficiency in the Reserve Account to the full amount of the Reserve 4150-2542-5420.3 27 40990-25 SA -3-45 Account Requirement (including amounts due to the issuer of the 2018 Reserve Policy). The Agency shall submit an Oversight Board -approved ROPS to the County Auditor -Controller and the Department of Finance on or before February 1 with respect to the ROPS Period commencing the following July 1. Expected Compliance Costs, if any, will be included in each ROPS in accordance with the Dissolution Act. In furtherance of such pledge, and in preparing a given ROPS, the Agency shall reflect on each annual ROPS that the amount due to the Trustee, received in trust from the County Auditor - Controller for deposit in the Tax Increment Fund on June 1 of the then -current calendar year from Tax Revenues required to be deposited into the RPTTF shall equal (1) the sum of (a) all scheduled principal payments and Sinking Account Installments due and payable on the Outstanding Bonds and any Parity Debt during the then -current calendar year as shown on Appendix B - Schedule of Semi -Annual and Annual Interest and Principal Payments of the Outstanding Bonds, and (b) all scheduled interest payments due and payable on the Outstanding Bonds and any Parity Debt during the then -current calendar year as shown on Appendix B - Schedule of Semi -Annual and Annual Interest and Principal Payments of the Outstanding Bonds, plus (2) the amount of any deficiency in the Reserve Account (including amounts due to the issuer of the 2018 Reserve Policy), less (3) the amounts, if any, on deposit in the Tax Increment Fund as of the date of submission for the ROPS pursuant to this Section that are in excess of the amounts required to be applied to payment of principal of or interest or sinking account payments on the Outstanding Bonds and any Parity Debt in the then current calendar year. The amount due to the Trustee from the County Auditor -Controller for deposit in the Tax Increment Fund on January 2 of the then -current calendar year from amounts required to be deposited into the RPTTF shall be equal to the remainder due and payable on the Outstanding Bonds and any Parity Debt during the then -current calendar year in an amount equal to not less than (1) the remaining the sum of (a) all scheduled principal payments and Sinking Account Installments due and payable on the Outstanding Bonds and any Parity Debt during the then -current calendar year as shown on Appendix B - Schedule of Semi -Annual and Annual Interest and Principal Payments of the Outstanding Bonds, and (b) all scheduled interest payments due and payable on the Outstanding Bonds and any Parity Debt during the then -current calendar year as shown on Appendix B - Schedule of Semi -Annual and Annual Interest and Principal Payments of the Outstanding Bonds, plus (2) the amount of any remaining deficiency in the Reserve Account. Tax Revenues received by the Agency during a ROPS Period in excess of the amount required, as provided in this Section, to be deposited in the Tax Increment Fund shall, immediately following the deposit with the Trustee of the amounts required to be so deposited as provided in this Section on each such date, be released from the pledge, security interest and lien hereunder for the security of the Outstanding Bonds, and may be applied by the Agency for any lawful purpose of the Agency, including but not limited to the payment of subordinate debt, or the payment of any amounts due and owing to the United States of America pursuant to Section 6.11. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Outstanding Bonds and any Parity Debt and the payment in full of all other amounts payable hereunder and under any Supplemental Indentures, the Agency shall not have any beneficial right or interest in the moneys on deposit in the Tax Increment Fund, except as may be provided in the Indenture and in any Supplemental Indenture. . , 4150-2542-5420.3 28 40990-25 SA -3-46 Section 5.02 Receipt and Deposit of Tax Revenues. The Agency covenants and agrees that all Tax Revenues, when and as received in accordance with Section 5.01 hereof, will be received by the Agency in trust hereunder and shall be deemed to be held by the Agency as agent for the Trustee and will, not later than five (5) Business Days following such receipt, be deposited by the Agency with the Trustee in the Tax Increment Fund and will be accounted for through and held in trust in the Tax Increment Fund, and the Agency shall have no beneficial right or interest in any of such money, except only as in the Indenture provided; provided that the Agency shall not be obligated to deposit in the Tax Increment Fund in any calendar year an amount which exceeds the amounts required to be transferred to the Trustee for deposit into the Tax Increment Fund pursuant to Section 5.01. All such Tax Revenues, whether received by the Agency in trust or deposited with the Trustee, all as herein provided, shall nevertheless be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the Agency. Section 5.03 Establishment and Maintenance of Accounts for Use of Moneys in the Tax Increment Fund. All Tax Revenues in the Tax Increment Fund shall be set aside by the Trustee in each Bond Year when and as received in the following respective special accounts within the Tax Increment Fund (each of which is hereby created and each of which the Agency hereby covenants and agrees to cause to be maintained with the Trustee so long as the Bonds shall be Outstanding hereunder), in the following order of priority (except as otherwise provided in subsection (b) below): (1) Interest Account; (2) Principal Account; (3) Term Bonds Sinking Account; (4) Reserve Account; and (5) Expense Account. All moneys in each of such accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section 5.03. (a) Interest Account. The Trustee shall set aside from the Tax Increment Fund and deposit in the Interest Account an amount of money which, together with any money contained therein, is equal to the aggregate amount of the interest becoming due and payable on all Outstanding Bonds on the Interest Payment Dates in such Bond Year. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the aggregate amount of the interest becoming due and payable on all Outstanding Bonds on the Interest Payment Dates in such Bond Year. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (b) Principal Account. The Trustee shall set aside from the Tax Increment Fund and deposit in the Principal Account an amount of money which, together with any money contained 4150-2542-5420.3 29 40990-25 SA -3-47 therein, is equal to the aggregate amount of principal becoming due and payable on all Outstanding Serial Bonds on the Principal Payment Date in such Bond Year. No deposit need be made into the Principal Account if the amount contained therein is at least equal to the aggregate amount of principal of all Outstanding Serial Bonds becoming due and payable on the Principal Payment Date in such Bond Year. All money in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying principal of the Serial Bonds as they shall become due and payable. In the event that there shall be insufficient money in the Tax Increment Fund to pay in full all such principal and Sinking Account Installments due pursuant to Section 5.03(c) hereof in such Bond Year, then the money available in the Tax Increment Fund shall be applied pro rata to the payment of such principal and Sinking Account Installments in the proportion which all such principal and Sinking Account Installments bear to each other. (c) Term Bonds Sinking Account. The Trustee shall deposit in the Term Bonds Sinking Account an amount of money which, together with any money contained therein, is equal to the Sinking Account Installments payable on the Sinking Account Payment Date in such Bond Year. No deposit need be made in the Term Bonds Sinking Account if the amount contained therein is at least equal to the aggregate amount of all Sinking Account Installments required to be made on the Sinking Account Payment Date in such Bond Year. All moneys in the Term Bonds Sinking Account shall be used and withdrawn by the Trustee solely for the purpose of purchasing or redeeming the Term Bonds in accordance with Section 2.04(c) hereof. (d) Reserve Account. The Trustee shall set aside from the Tax Increment Fund and deposit in the Reserve Account such amount as may be necessary to maintain on deposit therein an amount equal to the Reserve Account Requirement. No deposit need be made into the Reserve Account so long as there shall be on deposit therein an amount equal to the Reserve Account Requirement. All money in or credited to the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account, the Principal Account or the Term Bonds Sinking Account in such order, in the event of any deficiency in any of such accounts occurring on any Interest Payment Date, Principal Payment Date or Sinking Account Payment Date, or for the purpose of paying the interest on or the principal of the Bonds in the event that no other money of the Agency is lawfully available therefor, or for the retirement of all Bonds then Outstanding, except that for so long as the Agency is not in default hereunder, any amount in the Reserve Account in excess of the Reserve Account Requirement shall be transferred to the Tax Increment Fund. On any date on which Bonds are defeased in accordance with Section 11.02 hereof, the Trustee shall, if so directed in a Written Request of the Agency, transfer any moneys in the Reserve Account in excess of the Reserve Account Requirement resulting from such defeasance to the entity or fund so specified in such Written Request of the Agency, to be applied to such defeasance. If at any time the Trustee fails to pay principal or interest due on any scheduled payment date for the Bonds and any Parity Debt or withdraws funds from the Reserve Account to pay principal and interest on the Bonds and any Parity Debt, the Trustee shall notify the Agency in writing of such failure or withdrawal, as applicable. 4150-2542-5420.7 30 40990-25 SA -3-48 The prior written consent of the 2018 Bond Insurer shall be a condition precedent to the deposit of any Qualified Reserve Account Credit Instrument credited to the Reserve Account established for the Series 2018 Bonds (other than the 2018 Reserve Policy) in lieu of a cash deposit into the Reserve Account. Amounts drawn under the 2018 Reserve Policy shall be available only for the payment of scheduled principal and interest on the Series 2018 Bonds when due. The Trustee shall ascertain the necessity for a claim upon the 2018 Reserve Policy in accordance with the provisions of paragraph (a) of Section 5.05 hereof and to provide notice to the 2018 Bond Insurer in accordance with the terms of the 2018 Reserve Policy at least five Business Days prior to each date upon which interest or principal is due on the Series 2018 Bonds, respectively. Where deposits are required to be made by the Agency with the Trustee to the Interest Account and Principal Account of the Tax Increment Fund for the Series 2018 Bonds, respectively, more often than semi-annually, the Trustee shall be instructed to give notice to the 2018 Bond Insurer of any failure of the Agency to make timely payment in full of such deposits within two Business Days of the date due. (e) Expense Account. The Trustee shall set aside from the Tax Increment Fund and deposit in the Expense Account such amount as may be necessary to pay from time to time Compliance Costs as specified in a Written Request of the Agency setting forth the amounts. All moneys in the Expense Account shall be applied to the payment of Compliance Costs, upon presentation of a Written Request of the Agency setting forth the amounts, purposes, the names of the payees and a statement that the amounts to be paid are proper charges against the Expense Account. So long as any of the Bonds herein authorized, or any interest thereon, remain unpaid, the moneys in the Expense Account shall be used for no purpose other than those required or permitted by the Indenture and the Law. Section 5.04 Investment of Moneys in Funds and Accounts. Moneys in the Tax Increment Fund and the Interest Account, the Principal Account, the Term Bonds Sinking Account and the Expense Account thereunder, upon the Written Request of the Agency, filed with the Trustee at least two (2) Business Days in advance of the making of such investments shall be invested by the Trustee in Permitted Investments. If such instructions are not provided, the Trustee shall hold such funds uninvested pending the receipt of written investment instructions. Moneys in the Interest Account representing accrued interest paid to the Agency upon the initial sale and delivery of any Bonds and in the Reserve Account, upon the Written Request of the Agency, shall be invested by the Trustee in Permitted Investments. Permitted Investments purchased with amounts on deposit in the Reserve Account shall have an average aggregate weighted term to maturity of not greater than five (5) years; provided, however, that if such investments may be redeemed at par so as to be available on each Interest Payment Date, any amount in the Reserve Account may be invested in such redeemable Permitted Investments maturing on any date on or prior to the final maturity date of the Bonds. The obligations in which moneys in the Tax Increment Fund and the Interest Account, the Principal Account, the Term Bonds Sinking Account and the Expense Account thereunder are so invested shall mature prior to the date on which such moneys are estimated to be required to be paid out hereunder. Any interest, income or profits from the deposits or investments of all other funds and accounts held by the Trustee (other than the Expense Account and the Rebate Fund) shall be deposited in the Tax Increment Fund., For purposes of determining the amount on deposit in any fund or 4150-2542-5420.7 31 40990-25 SA -3-49 account held by the Trustee hereunder, all Permitted Investments credited to such fund or account shall be valued at the lower of cost or the market price thereof (excluding accrued interest and brokerage commissions, if any); provided that Permitted Investments credited to the Reserve Account shall be valued at market value (exclusive of accrued interest and brokerage commissions, if any), and any deficiency in the Reserve Account resulting from a decline in market value shall be restored to the Reserve Account Requirement no later than the next Bond Year. Amounts in the funds and accounts held by the Trustee under the Indenture shall be valued at least annually on the first day of August after the principal payment has been made. The Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Agency the right to receive brokerage confirmations of security transactions as they occur, the Agency will not receive such confirmations to the extent permitted by law. The Trustee will furnish the Agency periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as agent, sponsor or advisor in connection with any investment made by the Trustee hereunder. To the extent Permitted Investments are registrable, such investments shall be registered in the name of the Trustee. The Trustee may sell or present for redemption, any securities so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such securities are credited, and the Trustee shall not be responsible for any loss resulting from such investment. The Trustee is hereby authorized t, in making or disposing of any investment permitted by this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account. The Trustee shall have no investment discretion. Section 5.05 2018 Reserve Policy Payment and Reimbursement Provisions. [THE FOLLOWING ARE SAMPLE BOND INSURER PROVISIONS] The following provisions shall govern in the event of a conflict with any contrary provision of the Indenture. (a) The Agency shall repay from available Tax Revenues any draws under the 2018 Reserve Policy and pay all related reasonable expenses incurred by the 2018 Bond Insurer and shall pay interest thereon from the date of payment by the 2018 Bond Insurer at the Late Payment Rate. "Late Payment Rate" means the lesser of (x) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank) plus _%, and (ii) the then applicable highest rate of interest on the outstanding Series 2018 Bonds and (y) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, 4150-2542-5420.3 32 40990-25 SA -3-50 Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the 2018 Bond Insurer shall specify. If the interest provisions of this subparagraph (a) shall result in an effective rate of interest which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by the 2018 Bond Insurer, with the same force and effect as if the Agency had specifically designated such extra sums to be so applied and the 2018 Bond Insurer had agreed to accept such extra payment(s) as additional interest for such later periods. In no event shall any agreed -to or actual exaction as consideration for the indebtedness created herein exceed the limits imposed or provided by the law applicable to this transaction for the use or detention of money or for forbearance in seeking its collection. (b) Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, "Policy Costs") shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. (c) The obligation to pay Policy Costs shall be secured by a valid lien on all revenues and other collateral pledged as security for the Series 2018 Bonds (subject only to the priority of payment provisions set forth under the Indenture). Amounts in respect of Policy Costs paid to the 2018 Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the 2018 Bond Insurer on account of principal due, the coverage under the 2018 Reserve Policy will be increased by a like amount, subject to the terms of the 2018 Reserve Policy. (d) All cash and investments in the Reserve Account not otherwise securing a particular Series of Bonds shall be transferred to the Interest Account and Principal Account of the Tax Increment Fund for payment of debt service on the Series 2018 Bonds before any drawing may be made on the 2018 Reserve Policy or any other Qualified Reserve Account Credit Instrument credited to the Reserve Account in lieu of cash. Payment of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on all Qualified Reserve Account Credit Instruments (including the 2018 Reserve Policy) on which there is available coverage shall be made on a pro -rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Qualified Reserve Account Credit Instruments shall be made on a pro -rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, "available coverage means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness 4150-2542-5420.3 33 40990-25 SA -3-51 of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. (e) Upon a failure to pay Policy Costs when due or any other breach of the terms of this Section, the 2018 Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Indenture, other than (i) acceleration of the maturity of the Series 2018 Bonds, if any, or (ii) remedies which would adversely affect owners of the Series 2018 Bonds. (f) The Indenture shall not be discharged until all Policy Costs owing to the 2018 Bond Insurer shall have been paid in full. The Agency's obligation to pay such amounts shall expressly survive payment in full of the Series 2018 Bonds. (g) The Agency shall include any Policy Costs then due and owing the 2018 Bond Insurer in the calculation of the additional bonds test. (h) The Agency will pay or reimburse the 2018 Bond Insurer any and all reasonable charges, fees, costs, losses, liabilities and expenses which the 2018 Bond Insurer may pay or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors and reasonable costs of investigations, in connection with (i) any accounts established to facilitate payments under the 2018 Reserve Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of the Indenture or the Related Documents, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of the Agency) relating to the Indenture or any other Related Document, any party to the Indenture or any other Related Document or the transactions contemplated by the Related Documents, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under the Indenture or any other Related Document, if any, or the pursuit of any remedies under the Indenture or any other Related Document, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to the Indenture, the 2018 Reserve Policy or any other Related Document whether or not executed or completed, or (v) any action taken by the 2018 Bond Insurer to cure a default or termination or similar event (or to mitigate the effect thereof) under the Indenture or any other Related Document; costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of the 2018 Bond Insurer spent in connection with the actions described in clauses (ii) through (v) above. The 2018 Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Indenture or any other Related Document. Amounts payable by the Agency hereunder shall bear interest at the Late Payment Rate from the date such amount is paid or incurred by the 2018 Bond Insurer until the date the 2018 Bond Insurer is paid in full. (i) The obligation of the Agency to pay all amounts due to the 2018 Bond Insurer shall be an absolute and unconditional obligation of the Agency and will be paid or performed strictly in accordance with the provisions of this Section, irrespective of (i) any lack of validity or enforceability of or any amendment or other modifications of, or 4150-2542-5420.7 34 40990-25 SA -3-52 waiver with respect to the Series 2018 Bonds, the Indenture or any other Related Document, or (ii) any amendment or other modification of, or waiver with respect to the 2018 Reserve Policy; (iii) any exchange, release or non -perfection of any security interest in property securing the Series 2018 Bonds, the Indenture or any other Related Documents; (iv) whether or not such Series 2018 Bonds are contingent or matured, disputed or undisputed, liquidated or unliquidated; (v) any amendment, modification or waiver of or any consent to departure from the 2018 Reserve Policy, the Indenture or all or any of the other Related Documents; (vi) the existence of any claim, setoff, defense (other than the defense of payment in full), reduction, abatement or other right which the Agency may have at any time against the Trustee or any other person or entity other than the 2018 Bond Insurer, whether in connection with the transactions contemplated herein or in any other Related Documents or any unrelated transactions; (vii) any statement or any other document presented under or in connection with the 2018 Reserve Policy proving in any and all respects invalid, inaccurate, insufficient, fraudulent or forged or any statement therein being untrue or inaccurate in any respect; or (viii) any payment by the 2018 Bond Insurer under the 2018 Reserve Policy against presentation of a certificate or other document which does not strictly comply with the terms of the 2018 Reserve Policy. 0) The Agency shall fully observe, perform, and fulfill each of the provisions (as each of those provisions may be amended, supplemented, modified or waived with the prior written consent of the 2018 Bond Insurer) of the Indenture applicable to it, each of the provisions thereof being expressly incorporated into this Section by reference solely for the benefit of the 2018 Bond Insurer as if set forth directly herein. No provision of the Indenture or any other Related Document shall be amended, supplemented, modified or waived, without the prior written consent of the 2018 Bond Insurer, in any material respect or otherwise in a manner that could adversely affect the payment obligations of the Agency hereunder or the priority accorded to the reimbursement of Policy Costs under the Indenture. (k) The Agency covenants to provide to the 2018 Bond Insurer, promptly upon request, any information regarding the Series 2018 Bonds or the financial condition and operations of the Agency as reasonably requested by the 2018 Bond Insurer. The Agency will permit the 2018 Bond Insurer to discuss the affairs, finances and accounts of the Agency or any information the 2018 Bond Insurer may reasonably request regarding the security for the Series 2018 Bonds with appropriate officers of the Agency and will use commercially reasonable efforts to enable the 2018 Bond Insurer to have access to the facilities, books and records of the Agency on any Business Day upon reasonable prior notice. Section 5.06 Costs of Issuance Fund. Moneys deposited in the Costs of Issuance Fund shall be held by the Trustee in trust and applied to the payment of Costs of Issuance upon a Requisition of the Agency filed with the Trustee. Each such requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. In no event shall moneys from any other fund or account established hereunder be used to pay Costs of Issuance. All payments from the Costs of Issuance Fund shall be reflected on the Trustee's regular accounting statements. At the end of twelve months from 4150-2542-5420.3 35 40990-25 SA -3-53 the date of issuance of the Bonds, or upon earlier receipt of a Written Order of the Agency stating that amounts in such fund are no longer required for the payment of Costs of Issuance, such fund shall be terminated and any amounts then remaining in such fund shall be transferred to the Tax Increment Fund. The Trustee shall then close the Costs of Issuance Fund. ARTICLE VI COVENANTS OF THE AGENCY Section 6.01 Punctual Payment. The Agency will punctually pay the principal of, premium, if any, and the interest to become due with respect to the Bonds, in strict conformity with the terms of the Bonds and of the Indenture and will faithfully satisfy, observe and perform all conditions, covenants and requirements of the Bonds and of the Indenture. Section 6.02 Against Encumbrances. The Agency will not mortgage or otherwise encumber, pledge or place any charge upon any of the Tax Revenues, except as provided in the Indenture, and will not issue any obligation or security superior to or on a parity with then Outstanding Bonds payable in whole or in part from the Tax Revenues (other than Additional Bonds in accordance with Section 4.01). Section 6.03 Extension or Funding of Claims for Interest. In order to prevent any claims for interest after maturity, the Agency will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any Bonds and will not, directly or indirectly, be a party to or approve any such arrangements by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the Agency, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of the Indenture, except subject to the prior payment in full of the principal of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 6.04 Payment of Claims. Subject to the terms of the Dissolution Act, the Agency will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Agency or upon the Tax Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds; provided that nothing herein contained shall require the Agency to make any such payments so long as the Agency in good faith shall contest the validity of any such claims. Section 6.05 Books and Accounts; Financial Statements. The Agency will keep proper books of record and accounts, separate from all other records and accounts of the Agency, in which complete and correct entries shall be made of all transactions relating to the Tax Increment Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Trustee (who shall have no duty to inspect) and the Owners of not less than ten per cent (10%) of the aggregate principal amount of Bonds Outstanding or their representatives authorized in writing. 4150-2542-5420.3 36 40990-25 SA -3-54 The Agency will prepare and file with the Trustee and the Bond Insurer annually, so long as any Bonds are Outstanding, the audited financial statements of the Agency as part of the Annual Report (as defined in the Continuing Disclosure Agreement), provided, however, that the audited financial statements of the Agency may be submitted separately from the balance of the Annual Report, and later than the date required for the filing of the Annual Report and as soon as practicable if they are not available by that date. Section 6.06 Protection of Security and Rights of Owners. The Agency will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any Bonds by the Agency, such Bonds shall be incontestable by the Agency. Section 6.07 Payment of Taxes and Other Charges. The Agency will pay and discharge all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Agency or any properties owned by the Agency in the Project Area, or upon the revenues therefrom, when the same shall become due; provided that nothing herein contained shall require the Agency to make any such payments so long as the Agency in good faith shall contest the validity of any such taxes, service charges, assessments or other governmental charges. Section 6.08 Amendment of Redevelopment Plan. The Agency will not amend the Redevelopment Plan except as provided in this section and as permitted by the Law. If the Agency proposes to amend the Redevelopment Plan, it shall cause to be filed with the Trustee a Consultant's Report on the effect of such proposed amendment. If the Consultant's Report concludes that Tax Revenues will not be materially reduced by such proposed amendment, the Agency may undertake such amendment. If the Consultant's Report concludes that Tax Revenues will be materially reduced by such proposed amendment, the Agency may not undertake such proposed amendment. Notwithstanding the foregoing, the Agency must obtain the Bond Insurer's prior written consent for any amendment of the Redevelopment Plan which would (i) reduce the amount of Tax Revenues that may be received by the Agency or (ii) reduce the period during which the Agency may collect Tax Revenues. Section 6.09 Tax Revenues. The Agency shall comply with all requirements of the Law to ensure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary ROPS. The Agency shall manage its fiscal affairs in a manner so that it will have sufficient Tax Revenues available under the Redevelopment Plan in the amounts and at the times required to enable the Agency to pay the principal of, premium, if any and interest on the Series 2018 Bonds and any Parity Debt when due. Section 6.10 Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in the Indenture. Section 6.11 Tax Covenants, Rebate Fund. 4150-2542-5420.3 37 40990-25 SA -3-55 (a) The Agency covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on any of the Tax Exempt Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Agency shall comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive payment in full or defeasance of the Bonds. (b) The Agency agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Tax Exempt Bonds from time to time. (c) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Rebate Fund. Notwithstanding any other provision of the Indenture to the contrary, all amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 6.11 and by the Tax Certificate (which is incorporated herein by reference). The Agency shall cause to be deposited in the Rebate Fund the Rebate Requirement as provided in the Tax Certificate. Subject to the provisions of this Section 6.11, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the federal government of the United States of America from time to time in accordance with the Tax Certificate. The Agency and the Owners shall have no rights in or claim to such money. (d) Upon the written direction of the Agency, the Trustee shall invest all amounts held in the Rebate Fund in Permitted Investments, subject to the restrictions set forth in the Tax Certificate. (e) Upon receipt of the Rebate Instructions required to be delivered to the Trustee by the Tax Certificate, the Trustee shall remit part or all of the balances held in the Rebate Fund to the Trustee for payment to the federal government of the United States of America, as so directed. In addition, if the Rebate Instructions so direct, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as the Rebate Instructions direct. Any funds remaining in the Rebate Fund after redemption and payment of all of the Tax Exempt Bonds and payment of any required rebate amount, or provision made therefor satisfactory to the Trustee, shall be withdrawn and remitted to the Agency. (f) The Trustee shall have no obligation to pay any amounts required to be remitted pursuant to this Section 6.11, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by the Agency. (g) The Trustee shall conclusively be deemed to have complied with the provisions of this Section 6.11 if it follows the directions of the Agency set forth in the Rebate Instructions, and shall not be required to take any actions thereunder in the absence of Rebate Instructions from the Agency. (h) Notwithstanding any other provision of the Indenture, the obligation of the Agency to remit or cause to be remitted any required rebate amount to the United States 4150-2542-5420.3 38 40990-25 SA -3-56 government and to comply with all other requirements of this Section 6.11 and the Tax Certificate shall survive the defeasance or payment in full of the Tax Exempt Bonds. (i) Notwithstanding any provision of this Section 6.11 to the contrary, if the Agency shall provide to the Trustee an opinion of counsel of recognized standing in the field of law relating to municipal bonds (and approved in writing by the Agency) to the effect that any action required under this Section 6.11 is no longer required, or that some further or different action is required, to maintain the exclusion from federal gross income of the interest on the Tax Exempt Bonds pursuant to the Code, the Trustee and the Agency may conclusively rely on such opinion in complying with the provisions of this Section 6.11, and the provisions hereof shall be deemed to be modified to that extent. Section 6.12 Compliance with the Dissolution Act. The Agency covenants that in addition to complying with the requirements of Section 5.01 hereof, it will comply with all other requirements of the Dissolution Act. Without limiting the generality of the foregoing, the Agency covenants and agrees to file all required statements and seek all necessary successor agency or an oversight board approvals required under the Dissolution Act to assure compliance by the Agency with its covenants under the Indenture. Further, the Agency will take all actions required under the Dissolution Act to include on its ROPS for each ROPS Period all payments expected to be made to the Trustee in order to satisfy the requirements of the Indenture, including any amounts required to pay principal and interest payments due on the Outstanding Bonds and any Parity Debt, any deficiency in the Reserve Account to the full amount of the Reserve Account Requirement (including amounts due to the 2018 Bond Insurer as issuer of the 2018 Reserve Policy) and any Compliance Costs, and any required debt service, reserve set - asides, and any other payments required under the Indenture or similar documents pursuant to Section 34171(d)(1)(A) of the California Health and Safety Code, so as to enable the County Auditor -Controller to distribute from the RPTTF amounts to the Trustee for deposit in the Tax Increment Fund on each ROPS Distribution Date amounts required for the Agency to pay the principal of, premium, if any, and the interest on the Outstanding Bonds and any Parity Debt coming due in the respective ROPS Period. These actions will include, without limitation, placing on the periodic ROPS for approval by the Oversight Board and the DOF, to the extent necessary, the amounts to be held by the Agency as a reserve until the next ROPS Period, as contemplated by paragraph (1)(A) of subdivision (d) of Section 34171 of the Dissolution Act, that are necessary to provide for the payment of principal of, premium, if any, and the interest under the Indenture when the next property tax allocation is projected to be insufficient to pay all obligations due under the Indenture for the next payment due in the following ROPS Period. The Agency covenants that (i) it will include all amounts presently due and payable to the 2018 Bond Insurer on each Recognized Payment Obligation Schedule ("ROPS") submission, (ii) if any amounts payable to the 2018 Bond Insurer are not included on any current ROPS and the Agency is then legally permitted to amend such ROPS, the Agency will amend its current ROPS to include such amounts payable to the 2018 Bond Insurer, and (iii) the Agency will not submit for approval by the Oversight Board or the DOF a ROPS covering multiple ROPS Periods or any Last and Final Recognized Obligation Payment Schedule as provided in the Dissolution Law without the prior consent of the 2018 Bond Insurer. 4150-2542-54203 39 40990-25 SA -3-57 Section 6.13 Negative Pledge. The Agency may not create or allow to exist any liens on Tax Revenues senior to or on a parity with the Series 2018 Bonds except as provided in Article IV hereof. Section 6.14 Adverse Change in State Law. If, due to an adverse change in State law resulting from legislation or the decision of a court of competent jurisdiction, the Agency determines that it can no longer comply with Section 6.12, then the Agency shall immediately notify the County Auditor -Controller and the Trustee in writing of such determination. The Agency shall immediately seek a declaratory judgment or take other appropriate action in a court of competent jurisdiction to determine the duties of all parties to the Indenture, including the County Auditor -Controller and the Agency, with regard to the performance of Section 6.12 by the Agency. The Trustee may, but is in no event obligated to, participate in the process of seeking such declaratory judgment to protect its rights hereunder. Any reasonable fees and expenses incurred by the Trustee (including, without limitation, legal fees and expenses) in connection with such participation shall be borne by the Agency. Section 6.15 Credits to Redevelopment Obligation Retirement Fund. The Agency covenants and agrees to credit all Tax Revenues withdrawn from the RPTTF by the County Auditor -Controller and remitted to the Trustee for the payment of the Bonds and any Parity Debt to the Redevelopment Obligation Retirement Fund established pursuant to Section 34170.5(x) of the California Health and Safety Code. Section 6.16 Compliance Costs. The Agency, to the fullest extent permitted by law, shall pay the annual Compliance Costs, from amounts on deposit in the Expense Account, including fees and disbursements of the consultants and professionals engaged in connection with the Bonds, costs of the Agency and the Trustee payable from the RPTTF. Section 6.17 Continuing Disclosure. The Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Agency to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; provided, however, the Trustee, at the written request of any Participating Underwriter (as defined in the Continuing Disclosure Agreement), the Bond Insurer or the Bondowners of at least 25% aggregate principal amount of Bonds Outstanding, shall to the extent the Trustee is indemnified to its satisfaction from and against any liability or expense related thereto, or any Bondowner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its obligations under this section and the Continuing Disclosure Agreement. For purposes of this section, `Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). 4150-2542-5420.3 40 40990-25 SA -3-58 ARTICLE VII THE TRUSTEE Section 7.01 Appointment and Acceptance of Duties. The Trustee hereby accepts and agrees to the trusts hereby created to all of which the Agency agrees and the respective Owners of the Bonds, by their purchase and acceptance thereof, agree. Section 7.02 Duties. Immunities and Liability of Trustee. (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in the Indenture, and no implied duties or obligations shall be read into the Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise as a reasonable individual would exercise or use under the circumstances in the conduct of his own affairs. (b) Subject to Section 12.15, the Agency may, in the absence of an Event of Default, and upon receipt of an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or upon receipt of a written request of the Bond Insurer, or upon receipt of a written request of any Bond Insurer following an Event of Default (irrespective of cause), or if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this section, or shall become incapable of acting, or shall commence a case under any bankruptcy, insolvency or similar law, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take control or charge of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation, shall, remove the Trustee by giving written notice of such removal to the Trustee, and thereupon the Agency shall promptly appoint a successor Trustee by an instrument in writing. (c) The Trustee may, subject to (d) below, resign by giving at least 60 days' written notice of such resignation to the Agency and the Bond Insurer and by giving notice of such resignation by mail, first class postage prepaid, to the Owners at the addresses listed in the Bond Register. Upon receiving such notice of resignation, the Agency shall promptly appoint a successor Trustee by an instrument in writing, and shall notify the Bond Insurer of such appointment. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and shall have accepted appointment within thirty (30) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of himself and all other Owners) may petition, at the expense of the Agency, any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under the Indenture shall signify its acceptance of such appointment by executing and delivering to the Agency and to its predecessor Trustee and 4150-2542-5420.3 41 40990-25 SA -3-59 the Bond Insurer a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless, at the written request of the Agency or of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under the Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions set forth herein. Upon request of the successor Trustee, the Agency shall execute and deliver any and all instruments as may be reasonably required for fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, such successor Trustee shall mail a notice of the succession of such Trustee to the trusts hereunder by first class mail, postage prepaid, to the Owners at their addresses listed in the Bond Register. (e) Any Trustee appointed under the provisions of this section shall be a national banking association trust company or bank having the powers of a trust company or authorized to exercise trust powers, having a corporate trust office in California, having (or in the case of a national banking association, bank, trust company or bank holding company which is a member of a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such national banking association, bank, trust company or bank holding company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such national banking association, bank, trust company or bank holding company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection, the Trustee shall resign immediately in the manner and with the effect specified in this section. (f) No provision in the Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder unless the Owners shall have offered to the Trustee security or indemnity it deems reasonable, against the costs, expenses and liabilities that may be incurred. (g) In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity, and under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. - (h) The Trustee makes no representation or warranty, express or implied, as to the compliance with legal requirements of the use contemplated by the Agency of the funds under the Indenture. (i) The Trustee shall not be responsible for the recording or filing of any document relating to the Indenture or of financing statements (or continuation statements in connection 4150-2542-5420.7 42 40990-25 SA -3-60 therewith). The Trustee shall not be deemed to have made representations as to the security afforded thereby or as to the validity, sufficiency or priority of any such document, collateral or security of the Bonds. 0) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a Responsible Officer shall have actual knowledge thereof at the Trustee's Principal Corporate Trust Office. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any documents executed in connection with the Bonds or as to the existence of an Event of Default hereunder. (k) The Trustee shall not be accountable for the use or application by the Agency or any other party of any funds which the Trustee has released under the Indenture. (1) The Trustee shall provide a monthly accounting of all Funds held pursuant to the Indenture to the Agency within fifteen (15) Business Days after the end of each month and shall provide statements of account for each annual period beginning July 1 and ending June 30, within 90 days after the end of such period. Such accounting shall show in reasonable detail all transactions made by the Trustee under the Indenture during the accounting period and the balance in any Funds and accounts created under the Indenture as of the beginning and close of such accounting period. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (n) The permissive rights of the Trustee to do things enumerated in the Indenture shall not be construed as a duty unless so specified herein. (o) The Trustee may appoint and act through an agent and shall not be responsible for any misconduct or negligence of any such agent appointed with due care. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, affiliates, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee shall not be answerable for the acts or omissions of any such attorney, agent, or receiver selected by it with reasonable care. (p) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Indenture and delivered using Electronic Means ("Electronic Means" shall mean the following communications methods: e- mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Agency shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Agency whenever a person is to be added or deleted from the listing. If the Agency elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act 4150-2542-5420.3 43 40990-25 SA -3-61 upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Agency understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Agency. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (q) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. (r) To the fullest extent permitted by law and notwithstanding anything in this Indenture to the contrary, the Trustee shall not be personally liable for (i) special, consequential or punitive damages, however styled, including, without limitation, lost profits or (ii) the acts or omissions of any nominee, correspondent, clearing agency, or securities depository through which it holds securities or assets. (s) The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. Section 7.03 Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under subsection (e) of Section 7.02, shall succeed to the rights and obligations of such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. 4150-2542-5420.3 44 40990-25 SA -3-62 Section 7.04 Compensation. The Agency shall pay to the Trustee a reasonable compensation for its services rendered hereunder and reimburse the Trustee for reasonable expenses, disbursements and advances, including attorney's and agent's fees and expenses, incurred by the Trustee in the performance of its obligations hereunder. The Agency agrees, to the extent permitted by law, to indemnify the Trustee and its officers, directors, employees, attorneys and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part arising out of or in connection with (i) the acceptance or administration of the trusts imposed by the Indenture, including performance of its duties hereunder, including the costs and expenses of defending itself against any claims or liability in connection with the exercise or performance of any of its powers or duties hereunder (ii) the Bonds; (iii) the sale of any Bonds and the carrying out of any of the transactions contemplated by the Bonds; or (iv) any untrue statement of any material fact or omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document utilized by the Agency or under its authority in connection with the sale of the Bonds. The Agency's obligations hereunder with respect to indemnity of the Trustee and the provision for its compensation set forth in this Article shall survive and remain valid and binding notwithstanding the maturity and payment of the Bonds, or the resignation, or removal of the Trustee. The Trustee shall have no responsibility for or liability in connection with assuring that all of the procedures or conditions to closing set forth in the contract of purchase for sale of the Bonds are satisfied, or that all documents required to be delivered on the closing date to the parties are actually delivered, except its own responsibility to receive or deliver the proceeds of the sale, deliver the Bonds and other certificates expressly required to be delivered by it and its counsel. Section 7.05 Liabilitv of Trustee. The recitals of facts herein and in the Bonds contained shall be taken as statements of the Agency, and the Trustee does not assume any responsibility for the correctness of the same, and does not make any representations as to the validity or sufficiency of the Indenture or of the Bonds, and shall not incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it; provided, that the Trustee shall be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee (in its individual or any other capacity) may become the Owner of Bonds with the same rights it would have if it were not Trustee hereunder, and, to the extent permitted by law, may act as depository for and permit any of its officers, directors and employees to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in principal amount (or any lesser amount that may direct the Trustee in accordance with, and as provided in, the provisions of the Indenture) of the Bonds then Outstanding. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bond Insurer or the Owners of a majority in principal amount (or any lesser amount that may direct the Trustee in accordance with, and as provided in, the provisions of the Indenture) of the Outstanding Bonds relating to 4150-2542-5420.3 45 40990-25 SA -3-63 the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, hereunder. Whether or not therein expressly so provided, every provision of the Indenture or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. Section 7.06 Right to Rely on Documents. The Trustee may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Agency, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection for any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith. Whenever in the administration of the trusts imposed upon it by the Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by an Officer's Certificate, and such Certificate shall be full warrant to the Trustee for any action taken or suffered or omitted in good faith under the provisions of the Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms of the Indenture, if such attorney-at-law or certified public accountant was selected by the Trustee with due care. Section 7.07 Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of the Indenture shall be retained in its possession and shall be subject at all reasonable times upon prior notice to the inspection of the Agency, the Bond Insurer and the Owners of at least twenty-five percent (25%) of the aggregate principal amount of the Bonds, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions. Section 7.08 Indemnity for Trustee. Before taking any action or exercising any rights or powers under the Indenture, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all costs and expenses which it may incur and to indemnify it against all liability, except liability which may result from its negligence or willful misconduct, by reason of any action so taken. 4150-2542-5420.3 46 40990-25 SA -3-64 ARTICLE VIII Section 8.01 Execution of Instruments; Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted by the Indenture to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor by different parties and may be signed or executed by such Owners in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of the Bonds shall be sufficient for any purpose of the Indenture and shall be conclusive in favor of the Trustee with regard to any action taken, suffered or omitted by either of them under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the person signing such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to such execution. (b) The fact of the ownership of the Bonds under the Indenture by any Owner and the serial numbers of such Bonds and the date of his ownership of the same shall be proved by the Bond Register. Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters in this Article stated which to it may seem sufficient. Any request or consent of the Owner of any Bond shall bind every future Owner of the same Bond and any Bond or Bonds issued in exchange or substitution therefor or upon the registration of transfer thereof in respect of anything done by the Trustee in pursuance of such request or consent. ARTICLE IX AMENDMENT OF THE INDENTURE Section 9.01 Amendment by Consent of Owners. The Indenture and the rights and obligations of the Agency and of the Owners may be amended at any time, upon the written consent of the Bond Insurer, by a Supplemental Indenture which shall become binding when the written consents of the Owners of sixty per cent (60%) in aggregate principal amount of Bonds Outstanding, exclusive of Bonds disqualified as provided in Section 9.02 are filed with the Trustee, provided that no such amendment shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or impair the obligation of the Agency to pay the interest or principal of, and premium, if any, at the time and place and at the rate and in the currency provided herein of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the Bonds, without the express written consent of the Owner of such Bond, or (3) reduce the percentage of Bonds 4150-2542-5420.3 47 40990-25 SA -3-65 required for the written consent to any such amendment, without the express written consent of the Owner of such Bond, or (4) modify the rights or obligations of the Trustee without its prior written assent thereto. Any amendment, supplement, modification to, or waiver of, the terms of any Related Document that requires the consent of Bondowners or adversely affects the rights and interests of the 2018 Bond Insurer shall be subject to the prior written consent of the 2018 Bond Insurer. The Indenture and the rights and obligations of the Agency and of the Owners may also be amended at any time, upon the written notice to the Bond Insurer, by a Supplemental Indenture which shall become binding upon adoption, without the consent of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (a) To add to the covenants and agreements of the Agency in the Indenture contained, other covenants and agreements thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the Agency; (b) To make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Indenture, or in regard to questions arising under the Indenture, as the Agency may deem necessary or desirable and not inconsistent with the Indenture, and which shall not materially adversely affect the interests of the Owners of the Bonds or the Bond Insurer; (c) To provide for the issuance of any Additional Bonds, and to provide the terms and conditions under which such Additional Bonds may be issued, subject to and in accordance with the provisions of Article IV; (d) To modify, amend or supplement the Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds; (e) To maintain the exclusion of interest on the Tax Exempt Bonds from gross income for federal income tax purposes; (f) To modify, amend or supplement the Indenture in such manner as to conform to changes in the Dissolution Act so long as there is no material adverse effect to holders of the Bonds; or (g) To obtain a bond insurance policy or a rating on the Bonds. Section 9.02 Disqualified Bonds. Bonds owned or held by or for the account of the Agency or the City shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds in this Article provided for, and shall not be entitled to consent to, or take any other action in this Article provided for. Upon request of the Trustee, the Agency and the City shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. 4150-2542-5420.3 48 40990-25 SA -3-66 Section 9.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Agency may determine that the Bonds may bear a notation, by endorsement in form approved by the Agency, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bond. If the Agency shall so determine, new Bonds so modified as, in the opinion of the Agency, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds. Section 9.04 Amendment by Mutual Consent. The provisions of this Article shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. Section 9.05 Opinion of Counsel. The Trustee may request and conclusively accept an opinion of counsel to the Agency that an amendment of the Indenture is in conformity with the provisions of this Article. Section 9.06 Notice to Rating Agencies. The Agency shall provide each rating agency rating the Bonds with a notice of any amendment to the Indenture pursuant to this Article and a copy of any Supplemental Indenture at least 15 days in advance of its execution. Section 9.07 Transcript of Proceedings to Bond Insurer. The Agency shall provide the Bond Insurer with a full transcript of the proceedings relating to the execution and delivery of any Supplemental Indenture. ARTICLE X EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 10.01 Events of Default and Acceleration of Maturities. If one or more of the following events (herein called "Events of Default") shall happen, that is to say: (a) If default shall be made in the due and punctual payment of the principal of, or premium, if any, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) If default shall be made in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; (c) If default shall be made by the Agency in the observance of any of the agreements, conditions or covenants on its part in the Indenture or in the Bonds contained, and such default shall have continued for a period of thirty (30) days after the Agency shall have been given notice in writing of such default by the Trustee; provided, however, that such default shall not constitute an Event of Default hereunder if the 4150-2542-5420.3 49 40990-25 SA -3-67 Agency shall commence to cure such default within said 30 -day period and thereafter diligently and in good faith proceed to cure such default within a reasonable period of time not to exceed 60 days after such notice; and provided further that no grace period for such covenant default shall exceed 30 days or be extended for more than 60 days without the without the prior written consent of the Bond Insurer; or (d) If the Agency shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property; then, and in each and every such case during the continuance of such Event of Default, with the written consent of the Bond Insurer, the Trustee may, and upon the written request of the Owners of not less than twenty-five per cent (25%) in aggregate principal amount of Bonds Outstanding, shall, by notice in writing to the Agency, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. For all purposes under this Article X, the 2018 Bond Insurer is deemed to be an owner of one hundred percent (100%) of the Bonds insured by it unless such Bond Insurer is in default under the terms of its Bond Insurance Policy. The maturity of Insured Series 2018 Bonds shall not be accelerated without the consent of the 2018 Bond Insurer and in the event the maturity of the Insured Series 2018 Bonds is accelerated, the 2018 Bond Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued, on such principal to the date of acceleration (to the extent unpaid by the Agency) and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the 2018 Bond Insurer's obligations under the 2018 Bond Insurance Policy with respect to such Insured Series 2018 Bonds shall be fully discharged. If, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the money due shall have been obtained or entered, the Agency shall deposit with the Trustee a sum sufficient to pay all principal on the Outstanding Bonds and any Parity Debt matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest at the rate of ten per cent (10%) per annum on such overdue installments of principal and interest, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Outstanding Bonds and any Parity Debt due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of at least twenty-five per cent (25%) in aggregate principal amount of Bonds Outstanding, by written notice to the Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration 4150-2542-5420.3 50 40990-25 SA -3-68 and its consequences. No such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. An Event of Default shall continue to exist under subsections (a) and (b) of this Section 10.01 after payment is made by the Bond Insurer when due, pursuant to the terms of its Bond Insurance Policy. Section 10.02 Application of Funds Upon Acceleration. All money in the funds and accounts provided for in the Indenture upon the date of the declaration of acceleration by the Trustee as provided in Section 10.01, all Tax Revenues thereafter received by the Agency hereunder, shall be transmitted to the Trustee and shall be applied by the Trustee in the following order: First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this Article, including reasonable compensation to its agents, attorneys and counsel and any outstanding fees and expenses of the Trustee and then to the payment of the costs and expenses of the Owners in providing for the declaration of such Event of Default, including reasonable compensation to their agents, attorneys and counsel; Second, upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid, (A) to the payment of the whole amount then owing and unpaid upon the Outstanding Bonds and any Parity Debt for principal of, and interest on the Outstanding Bonds and any Panty Debt, with interest on the overdue interest and principal at the rate of ten per cent (10%) per annum, and (B) in case such money shall be insufficient to pay in full the whole amount so owing and unpaid upon the Outstanding Bonds and any Panty Debt, then to the payment of such interest, principal, and interest on overdue interest and principal without preference or priority among such interest, principal, and interest on overdue interest and principal, ratably to the aggregate of such interest, principal, and interest on overdue interest and principal. Section 10.03 Trustee to Represent Bondowners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds, by taking and owning the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Bonds, the Indenture, the Law and applicable provisions of any other law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Owners of the Bonds, the Trustee in its discretion may with the consent of the Bond Insurer, and upon the written request of the Owners of not less than twenty-five per cent (25%) in aggregate principal amount of Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in such Owners under the Indenture, the Law or any other law. All rights of action under the Indenture or the Bonds or otherwise may be prosecuted and 4150-2542-5420.3 51 40990-25 SA -3-69 enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Owners of such Bonds, subject to the provisions of the Indenture. Section 10.04 Bondowners' Direction of Proceedings. The Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder; provided, that such direction shall not be otherwise than in accordance with law and the provisions of the Indenture, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondowners not parties to such direction. Section 10.05 Limitation on Bondowners' Right to Sue. No Owner of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under the Indenture, the Law or any other applicable law with respect to such Bond, unless (1) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (2) the Owners of not less than twenty-five per cent (25%) in aggregate principal amount of Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (3) such Owner or said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (4) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owner of Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of the Indenture or the rights of any other Owners of Bonds, or to enforce any right under the Indenture, the Law or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of the Indenture. Section 10.06 Non -Waiver. Nothing in this Article or in any other provision of the Indenture, or in the Bonds, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay the principal of, and the interest on the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Tax Revenues pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and in the Indenture. A waiver of any default or breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such 4150-2542-5420.3 52 40990-25 SA -3-70 subsequent default or breach. No delay or omission by any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners by the Law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners. If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the Trustee, the Agency and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 10.07 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. ARTICLE XI DEFEASANCE Section 11.01 Discharge of Indebtedness. (a) If (i) the Agency shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, and (ii) all other amounts due and payable hereunder shall have been paid, then the Owners shall cease to be entitled to the lien created hereby, and all agreements, covenants and other obligations of the Agency hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Agency all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the Agency all money or securities held by it pursuant hereto which are not required for the payment of the principal of and interest and premium, if any, on the Bonds. (b) Subject to the provisions of subsection (a) of this section, when any Bond shall have been paid and if, at the time of such payment, the Agency shall have kept, performed and observed all of the covenants and promises in such Bonds and in the Indenture required or contemplated to be kept, performed and observed by it or on its part on or prior to that time, then the Indenture shall be considered to have been discharged in respect of such Bond and such Bond shall cease to be entitled to the lien created hereby, and all agreements, covenants and other obligations of the Agency hereunder shall cease, terminate, become void and be completely discharged and satisfied as to such Bond. (c) Notwithstanding the discharge and satisfaction of the Indenture or the discharge and satisfaction of the Indenture in respect of any Bond, those provisions of the Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and 4150-2542-5420.3 53 40990-25 SA -3-71 cancellation of Bonds, non -presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners of the Bonds the funds so held by the Trustee as and when such payment becomes due. Section 11.02 Bonds Deemed to Have Been Paid. (a) If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bond and the payment of the interest thereon to the maturity or redemption date thereof, such Bond shall be deemed to have been paid within the meaning and with the effect provided in Section 11.01 hereof. Any Outstanding Bond shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 11.01 hereof if: (i) there shall have been deposited with the Trustee either (A) money in an amount which shall be sufficient, or (B) Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the interest to become due on such Bond on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bond, and (ii) in the event such Bond is not by its terms subject to redemption within the next succeeding 60 days, the Agency shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the owners of such Bond that the deposit required by clause (i) above has been made with the Trustee and that such Bond is deemed to have been paid in accordance with this section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bond. Neither the money nor the Federal Securities deposited with the Trustee pursuant to this subsection in connection with the deemed payment of Bonds, nor principal or interest payments on any such Federal Securities, shall be withdrawn or used for any purpose other than, and shall be held in trust for and pledged to, the payment of the principal of and, premium, if any, and interest on such Bonds. (b) No Bond shall be deemed to have been paid pursuant to clause (i) of subsection (a) of this section unless the Agency shall cause to be delivered (A) an executed copy of a Verification Report with respect to such deemed payment, (B) a copy of the escrow agreement entered into in connection with the deposit pursuant to clause (i) of subsection (a) of this section resulting in such deemed payment, which escrow agreement shall be acceptable to the Bond Insurer and provide that no substitution of Federal Securities shall be permitted except with other Federal Securities and upon delivery of a new Verification Report and no reinvestment of Federal Securities shall be permitted except as contemplated by the original Verification Report or upon delivery of a new Verification Report, and (C) a copy of an opinion of counsel of recognized standing in the field of law relating to municipal bonds, dated the date of such deemed payment and addressed to the Agency, the Trustee and the Bond Insurer, insuring the Bonds to be defeased, to the effect that such Bond has been paid within the meaning and with the 4150-2542-5420.3 54 40990-25 SA -3-72 effect expressed in the Indenture, and all agreements, covenants and other obligations of the Agency hereunder as to such Bond have ceased, terminated, become void and been completely discharged and satisfied. The 2018 Bond Insurer shall be provided with drafts of the above -referenced documentation not less than five (5) business days prior to the funding of the escrow. Insured Series 2018 Bonds shall be deemed to be "Outstanding" under the Indenture unless and until they are in fact paid and retired or the above criteria are met. (c) The Trustee is entitled to rely upon (i) an opinion of counsel of recognized standing in the field of law relating to municipal bonds to the effect that the conditions precedent to a deemed payment pursuant to clause (ii) of subsection (a) of this section have been satisfied, and (ii) such other opinions, certifications and computations, of accountants or other financial consultants concerning the matters described in paragraph (a)(i) of this section. ARTICLE XII MISCELLANEOUS Section 12.01 Liability of Agency Limited to Tax Revenues. The Agency shall not be required to advance any money derived from any source of income other than the Tax Revenues for the payment of the principal of, and the interest on the Bonds or for the performance of any covenants herein contained, other than the covenants contained in Section 6.11 hereof. The Agency may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. The Bonds are special obligations of the Agency and are payable, as to interest thereon and principal thereof, exclusively from the Tax Revenues, and the Agency is not obligated to pay them except from the Tax Revenues. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Tax Revenues, and the Tax Revenues constitute a trust fund for the security and payment of the principal of, and the interest on the Bonds, to the extent set forth in the Indenture. The Bonds are not a debt of the City, the County, the State of California or any other political subdivision of the State, and neither said City, said State, said County nor any of the State's other political subdivisions is liable therefor, nor in any event shall the Bonds be payable out of any funds or properties other than those of the Agency pledged therefor as provided in the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction, and neither the City Council members acting for the Agency nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. Section 12.02 Parties Interested Herein. Nothing in the Indenture, expressed or implied, is intended to give to any person other than the Agency, the Trustee, the Bond Insurer and the Owners any right, remedy or claim under or by reason of the Indenture. Any covenants, stipulations, promises or agreements in the Indenture contained by and on behalf of the Agency or any City Council member or officer or employee of the Agency shall be for the sole and exclusive benefit of the Trustee, the Bond Insurer and the Owners. 4150-2542-5420.3 55 40990-25 SA -3-73 Section 12.03 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest on, or principal or prepayment premium, if any, of any Bond which remains unclaimed for two (2) years after the date when such amounts have become payable, if such money was held by the Trustee on such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date such amounts have become payable shall be paid by the Trustee to the Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Agency for the payment of such amounts; provided, that before being required to make any such payment to the Agency, the Trustee shall, at the expense of the Agency, give notice by first class mail to all Owners and to the Securities Depository and the MSRB that such money remains unclaimed and that after a date named in such notice, which date shall not be less than sixty (60) days after the date of giving such notice, the balance of such money then unclaimed will be returned to the Agency. Section 12.04 Moneys Held for Particular Bonds. The money held by the Trustee for the payment of the principal of or premium or interest on particular Bonds due on any date (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 12.03 hereof, but without any liability for interest thereon. Section 12.05 Successor Is Deemed Included in All References to Predecessor. Whenever in the Indenture either the Agency or any City Council member or officer or employee thereof is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Agency, that are presently vested in the Agency or such City Council member, officer or employee, and all the agreements, covenants and provisions contained in the Indenture by or on behalf of the Agency or any City Council member, officer or employee thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 12.06 Execution of Documents by Owners. Any request, declaration or other instrument which the Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of -a witness of such execution, duly sworn to before such notary public or other officer. The Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable. The ownership of registered Bonds and the amount, 4150-2542-54203 56 40990-25 SA -3-74 maturity, number and date of holding the same shall be proved by the registry books provided for in Section 2.12. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done by the Agency in good faith and in accordance therewith. Section 12.07 Waiver of Personal Liability. No City Council member or officer or employee of the Agency shall be individually or personally liable for the payment of the principal of, premium, if any, and the interest on the Bonds; but nothing herein contained shall relieve any City Council member or officer or employee of the Agency from the performance of any official duty provided by law. Section 12.08 Acquisition of Bonds by Agency. All Bonds acquired by the Agency, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation. Section 12.09 Destruction of Cancelled Bonds. Whenever in the Indenture provision is made for return to the Agency of any Bonds which have been cancelled pursuant to the provisions of the Indenture, the Agency may, by a Written Request of the Agency, direct the Trustee to destroy such Bonds and famish to the Agency a certificate of such destruction. Section 12.10 Content of Certificates and Reports. Every certificate or report with respect to compliance with a condition or covenant provided for in the Indenture shall include (a) a statement that the person or persons making or giving such certificate or report have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or report are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate made or given by an officer of the Agency may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters information with respect to which is in the possession of the Agency, upon the certificate or opinion of or representations by an officer or officers of the Agency, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in exercise of reasonable care should have known that the same were erroneous. Section 12.11 Funds and Accounts. Any fund or account required by the Indenture to be established and maintained by the Agency or the Trustee may be established and maintained in the accounting records of the Agency or the Trustee either as a fund or an account, and may, 4150-2542-5420.3 57 40990-25 SA -3-75 for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting practices and with due regard for the protection of the security of the Bonds and the rights of the Owners. Section 12.12 Article and Section Headinss and References. The headings or titles of the several Articles and sections hereof, and the table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the Indenture. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding articles, sections or subdivisions of the Indenture; and the words "herein," "hereof," "hereunder" and other words of similar import refer to the Indenture as a whole and not to any particular article, section or subdivision hereof. Section 12.13 Partial Invalidity. If any one or more of the agreements or covenants or portions thereof provided in the Indenture to be performed on the part of the Agency (or of the Trustee) should be contrary to law, then such agreement or agreements, such covenant or covenants, or such portions thereof, shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity of the Indenture or of the Bonds; but the Owners shall retain all the rights and benefits accorded to them under the Law or any other applicable provisions of law. The Agency hereby declares that it would have entered into the Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of the Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 12.14 Notices. All notices required to be given hereunder to the Agency, the Trustee and the 2018 Bond Insurer, shall be sent to the following addresses: Agency: Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: Executive Director Trustee: The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500 Los Angeles, California 90071 Attention: Corporate Trust Department 4150-2542-5420.3 58 40990-25 SA -3-76 2018 Bond Insurer: Telephone: Telecopier: In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the Deputy General Counsel - Public Finance and shall be marked to indicate "URGENT MATERIAL ENCLOSED." Section 12.15 2018 Bond Insurance Policy Payment and Reimbursement Provisions. [SAMPLE PROVISIONS] The following provisions shall govern in the event of a conflict with any contrary provision of the Indenture. If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ("Payment Date") there is not on deposit with the Trustee, after making all transfers and deposits required under the Indenture, moneys sufficient to pay the principal of and interest on the Insured Series 2018 Bonds due on such Payment Date, the Trustee shall give notice to the 2018 Bond Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Insured Series 2018 Bonds due on such Payment Date, the Trustee shall make a claim under the 2018 Bond Insurance Policy and give notice to the 2018 Bond Insurer and the Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Insured Series 2018 Bonds and the amount required to pay principal of the Insured Series 2018 Bonds, confirmed in writing to the 2018 Bond Insurer and the Insurer's Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the 2018 Bond Insurance Policy. The Trustee shall designate any portion of payment of principal on Insured Series 2018 Bonds paid by the 2018 Bond Insurer, whether by virtue of mandatory sinking fiend redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured Series 2018 Bonds registered to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to the 2018 Bond Insurer, registered in the name of , in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement Insured Series 2018 Bond shall have no effect on the amount of principal or interest payable by the Agency on any Insured Series 2018 Bond or the subrogation rights of the 2018 Bond Insurer. 4150-2542-5420.3 59 40990-25 SA -3-77 The Trustee shall keep a complete and accurate record of all funds deposited by the 2018 Bond Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Insured Series 2018 Bond. The 2018 Bond Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee. Upon payment of a claim under the 2018 Bond Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners referred to herein as the "Policy Payments Account' and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the 2018 Bond Insurance Policy in trust on behalf of Owners and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Owners in the same manner as principal and interest payments are to be made with respect to the Insured Series 2018 Bonds under the sections hereof regarding payment of Insured Series 2018 Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Agency agrees to pay to the 2018 Bond Insurer (i) a sum equal to the total of all amounts paid by the 2018 Bond Insurer under the 2018 Bond Insurance Policy (the "Insurer Advances"); and (ii) interest on such Insurer Advances from the date paid by the 2018 Bond Insurer until payment thereof in full, payable to the 2018 Bond Insurer at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus _%, and (ii) the then applicable highest rate of interest on the Insured Series 2018 Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Agency hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Tax Revenues and payable from such Tax Revenues on a parity with debt service due on the Insured Series 2018 Bonds, payable solely from the Tax Revenues. Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following a bond payment date shall promptly be remitted to the 2018 Bond Insurer. The 2018 Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Insured Series 2018 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2018 Bond Insurance Policy (which subrogation rights shall include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Agency to the 2018 Bond Insurer under the Related Documents shall survive discharge or termination of such Related Documents. 4150-2542-5420.3 60 40990-25 SA -3-78 The Agency shall pay or reimburse the 2018 Bond Insurer any and all charges, fees, costs and expenses that the 2018 Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Indenture or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Indenture or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Indenture or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the 2018 Bond Insurer to honor its obligations under the 2018 Bond Insurance Policy. The 2018 Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Indenture or any other Related Document. After payment of reasonable expenses of the Trustee, the application of funds realized upon default shall be applied to the payment of expenses of the Agency or rebate only after the payment of past due and current debt service on the Insured Series 2018 Bonds and amounts required to restore the Reserve Account to the Reserve Account Requirement. The 2018 Bond Insurer shall be entitled to pay principal or interest on the Insured Series 2018 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the 2018 Bond Insurance Policy) and any amounts due on the Insured Series 2018 Bonds as a result of acceleration of the maturity thereof in accordance with the Indenture, whether or not the 2018 Bond Insurer has received a Notice of Nonpayment (as such terms are defined in the 2018 Bond Insurance Policy) or a claim upon the 2018 Bond Insurance Policy. The rights granted to the 2018 Bond Insurer under the Indenture or any other Related Document to request, consent to or direct any action are rights granted to the 2018 Bond Insurer in consideration of its issuance of the 2018 Bond Insurance Policy. Any exercise by the 2018 Bond Insurer of such rights is merely an exercise of the 2018 Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners and such action does not evidence any position of the 2018 Bond Insurer, affirmative or negative, as to whether the consent of the Bondowners or any other person is required in addition to the consent of the 2018 Bond Insurer. Amounts paid by the 2018 Bond Insurer under the 2018 Bond Insurance Policy shall not be deemed paid for purposes of the Indenture and the Insured Series 2018 Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Agency in accordance with the Indenture. The Indenture shall not be discharged unless all amounts due or to become due to the 2018 Bond Insurer have been paid in full or duly provided for. In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the Indenture would adversely affect the security for the Insured Series 2018 Bonds or the rights of the Owners, the Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no 2018 Bond Insurance Policy. 4150-2542-5420.3 61 40990-25 SA -3-79 The 2018 Bond Insurer shall be deemed to be the sole holder of the Insured Series 2018 Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Bonds insured by it are entitled to take pursuant to the Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of the Indenture and each Insured Series 2018 Bond, each holder of an Insured Series 2018 Bond appoint the 2018 Bond Insurer as their agent and attorney-in-fact and agree that the 2018 Bond Insurer may at any time during the continuation of any proceeding by or against the Agency under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an ".Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, each holder of an Insured Series 2018 Bond delegate and assign to the 2018 Bond Insurer, to the fullest extent permitted by law, the rights of each holder of an Insured Series 2018 Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. The Trustee acknowledges such appointment, delegation and assignment by each holder of an Insured Series 2018 Bond for the 2018 Bond Insurer's benefit, and agrees to cooperate with the 2018 Bond Insurer in taking any action reasonably necessary or appropriate in connection with such appointment, delegation and assignment. Remedies granted to the holder of an Insured Series 2018 Bond shall expressly include mandamus. No contract shall be entered into or any action taken by which the rights of the 2018 Bond Insurer or security for or sources of payment of the Insured Series 2018 Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the 2018 Bond Insurer. Any interest rate exchange agreement ("Swap Agreement") entered into by the Agency with respect to the Series 2018 Bonds shall meet the following conditions: (i) the Swap Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or multiplier component greater than 1.Ox unless there is a matching hedge arrangement which effectively off -sets the exposure from any such element or component. Unless otherwise consented to in writing by the 2018 Bond Insurer, any uninsured net settlement, breakage or other termination amount then in effect shall be subordinate to debt service on the Insured Series 2018 Bonds and on any debt on parity with the Bonds. The Agency shall not terminate a Swap Agreement unless it demonstrates to the satisfaction of the 2018 Bond Insurer prior to the payment of any such termination amount that such payment will not cause the Agency to be in default under the Related Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at least "A-" and "A3" by Standard & Poor's (S&P") and Moody's Investors Service ("Moody's"). If the counterparty or guarantor's rating falls below "A-" or "A3" by either S&P or Moody's, the counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which „ credit support annex shall be acceptable to the 2018 Bond Insurer. If the counterparty or the 4150-2542-5420.3 C2 40990-25 SA -3-80 guarantor's long term unsecured rating falls below "Baal" or "BBB+" by either Moody's or S&P, a replacement counterparty or guarantor, acceptable to the 2018 Bond Insurer, shall be required. Section 12.16 Bond Insurer Notice Provisions. [SAMPLE PROVISIONS] The Bond Insurer shall be provided with the following information by the Agency or Trustee, as the case may be: (i) Annual audited financial statements as part of the Annual Report (as defined in the Continuing Disclosure Agreement), provided, however, that the audited financial statements of the Agency may be submitted separately from the balance of the Annual Report, and later than the date required for the filing of the Annual Report and as soon as practicable if they are not available by that date, and such other information, data or reports as the Bond Insurer shall reasonably request from time to time; (ii) Notice of any draw upon the Agency's Reserve Account within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the applicable Reserve Account Requirement and (ii) withdrawals in connection with a refunding of the Bonds insured by the Bond Insurer; (iii) Notice of any default known to the Trustee or Agency within five Business Days after knowledge thereof, (iv) Prior notice of the advance refunding or redemption of any of the Bonds insured by the Bond Insurer, including the principal amount, maturities and CUSIP numbers thereof, (v) Notice of the resignation or removal of the Trustee and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; (vi) Notice of the commencement of any proceeding by or against the Agency commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding"); (vii) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds insured by the Bond Insurer; (viii) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; and (ix) All reports, notices and correspondence to be delivered to Bondowners under the terms of the Related Documents. In addition, to the extent that the Agency has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Bonds insured by the Bond Insurer, all information famished pursuant to such agreements shall also be provided to the Bond Insurer, simultaneously with the furnishing of such information. 4150-2542-5420.3 63 40990-25 SA -3-81 The Bond Insurer shall have the right to receive such additional information as it may reasonably request. Notwithstanding the foregoing, the Bond Insurer agrees to receive notice, and shall be deemed to have received notice in satisfaction of the provisions set forth in this Section, by filings made (or caused to be made) by the Agency through the Electronic Municipal Market Access website of the Municipal Securities Rulemaking Board (including in accordance with Section 12.16(1)), currently located at http://emma.msrb.org. The Agency will use good faith efforts to provide notice (by first class mail or facsimile or electronic mail) of such filings to the Bond Insurer. Section 12.17 Bond Insurer as Third Party Beneficiary. The Bond Insurer is hereby expressly made a third party beneficiary of the Indenture and each other Related Documents. Section 12.18 California Law. The Indenture of Trust shall be construed and governed in accordance with the laws of the State of California. [Remainder of page intentionally left blank.] 4150-2542-5420.3 64 40990-25 SA -3-82 IN WITNESS WHEREOF, the Agency and the Trustee have entered into this Indenture of Trust by their officers thereunto duly authorized as of the day and year first above written. ATTEST: In City Clerk of the City of Santa Ana, acting for Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana 4150-2542-5420.3 40990-25 SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By: Director of Finance, acting for the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee LE [Signature page to Indenture] SA -3-83 Authorized Officer APPENDIX A FORM OF BOND No. SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION REFUNDING BONDS [SERIES 2018A (TAX EXEMPT)] [2018B (FEDERALLY TAXABLE)] RATE OF BOND DATE: MATURITY DATE: INTEREST: CUSIP NUMBER: , 2018 September 1, 20 Registered Owner: CEDE & CO. Principal Amount: THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic, duly organized and existing under and pursuant to the laws of the State of California (the "Agency"), for value received hereby promises to pay to the registered owner specified above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption hereinafter mentioned) the principal sum set forth above in lawful money of the United States of America; and to pay interest thereon at the interest rate per annum set forth above in like lawful money from the date hereof. The interest on this Bond will be payable on March 1 and September 1 in each year (each an "Interest Payment Date"), commencing on 1, 20 . The principal hereof and redemption premium hereon, if any, are payable upon presentation and surrender hereof at the Principal Corporate Trust Office (as defined in the Indenture) of The Bank of New York Mellon Trust Company, N.A. (together with any successor as trustee under the Indenture hereinafter mentioned, the "Trustee"). Interest hereon is payable by check, mailed by first class mail, on each interest payment date to the owner whose name appears on the Bond Register maintained by the Trustee as of the close of business on the fifteenth day of the month preceding the month in which the interest payment date occurs (the "Record Date"), except with respect to defaulted interest for which a special record date will be established; provided, that in the case of an owner of one million dollars ($1,000,000) or more in aggregate principal amount of Bonds, upon written request of such owner to the Trustee received not later than the Record Date, such interest shall be paid on the interest payment date in immediately available funds by wire transfer. Interest shall be calculated on the basis of a 360 - day year consisting of twelve 30 -day months. This Bond is a duly authorized issue of Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018A (Tax Exempt) (the `Bonds"), limited in aggregate principal amount to $XX,000,000 all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions), all issued under the provisions of 4150-2542-5420.3 A -I 40990-25 SA -3-84 the Community Redevelopment Law of the State of California, as amended including, without limitation, by Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) (the "Law"), and pursuant to the provisions of the Indenture of Trust, dated as of [DATED DATE], by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"). [Simultaneously with the issuance of the Bonds, the Agency is issuing its Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Series 2018B Bonds"), in the aggregate principal amount of $YY,000,000]. The Bonds are on a parity with the Series 2018B Bonds.] Pursuant to and as more particularly provided in the Indenture, Additional Bonds may be issued by the Agency payable from Tax Revenues as provided in the Indenture. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture, and reference. is hereby made to the Indenture, to any resolutions supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, for the provisions with regard to the nature and extent of the security provided for the Bonds and of the nature, extent and manner of enforcement of such security, and for a statement of the rights of the registered owners of the Bonds; and all the terms of the Indenture and the Law are hereby incorporated herein and constitute a contract between the Agency and the registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by his acceptance hereof, consents and agrees. Each registered owner hereof shall have recourse to all the provisions of the Law and the Indenture and shall be bound by all the terms and conditions thereof. The Bonds are issued to provide funds to aid in refunding outstanding bonds of the Agency as more particularly described in the Indenture. The Bonds are special obligations of the Agency and are payable, as to interest thereon, principal thereof and any premiums upon the redemption thereof, exclusively from the Tax Revenues (as that term is defined in the Indenture and herein called the "Tax Revenues"), and the Agency is not obligated to pay them except from the Tax Revenues. The Bonds are equally secured by a pledge of, and charge and lien upon, the Tax Revenues, and the Tax Revenues constitute a trust fund for the security and payment of the principal of, premium, if any, and the interest on the Bonds. The Agency hereby covenants and warrants that, for the payment of the principal of, premium, if any, and the interest on this Bond and all other Bonds issued under the Indenture when due, there has been created and will be maintained by the Trustee a special fund into which Tax Revenues shall be deposited, as provided in the Indenture, and as an irrevocable charge the Agency has allocated the Tax Revenues solely to the payment of the principal of, premium, if any, and the interest on the Bonds to the extent set forth in the Indenture, and the Agency will pay promptly when due the principal of, premium, if any, and the interest on this Bond and all other Bonds of this issue out of said special fund, all in accordance with the terms and provisions set forth in the Indenture. The Bond shall be subject to redemption on the dates, in the amounts and in the manner provided therefor in the Indenture. [The Series 2018B Bonds are not subject to optional redemption.] 4150-2542-5420.3 A-2 40990-25 SA -3-85 If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least twenty-five per cent (25%) in aggregate principal amount of the Bonds then Outstanding. The Bonds are issuable only in the form of fully registered Bonds in the denomination of $5,000 or any integral multiple thereof (not exceeding the principal amount of Bonds maturing at any one time). The owner of any Bond or Bonds may surrender the same at the above- mentioned office of the Trustee in exchange for an equal aggregate principal amount of fully registered Bonds of any other authorized denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. This Bond is transferable, as provided in the Indenture, only upon a register to be kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds, in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Agency and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the interest hereon and principal hereof and redemption premium, if any, hereon and for all other purposes, and the Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Agency and of the registered owners of the Bonds may be amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such amendment shall (1) extend the maturity of this Bond, or reduce the interest rate hereon, or otherwise alter or impair the obligation of the Agency to pay the interest hereon or principal hereof or any premium payable on the redemption hereof at the time and place and at the rate and in the currency provided herein, without the express written consent of the registered owner of this Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the Bonds and all additional tax allocation bonds authorized by the Indenture or (3) reduce the percentage of Bonds required for the written consent to an amendment of the Indenture, or (4) modify any rights or obligations of the Trustee without its prior written assent thereto; all as more fully set forth in the Indenture. This Bond is not a debt of the City of Santa Ana, the County of Orange, the State of California or any other political subdivision of the State, and neither said City, said State, said County nor any of the State's other political subdivisions is liable therefor, nor in any event shall this Bond be payable out of any funds or properties other than those of the Agency pledged therefor as provided in the Indenture. This Bond does not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction, and neither the City Council members acting for the Agency nor any persons executing the Bonds are liable personally on this Bond by reason of its issuance. 4150-2542-5420.3 A-3 40990-25 SA -3-86 This Bond shall not be entitled to any benefits under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been signed by the Trustee. It is hereby certified that all of the acts, conditions and things required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this Bond, together with all other indebtedness of the Agency, does not exceed any limit prescribed by the Constitution or laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. [Remainder of page intentionally left blank] 4150-2542-5420.3 A-4 40990-25 SA -3-87 IN WITNESS WHEREOF, the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana has caused this Bond to be executed in its name and on its behalf by its Mayor, acting as Chair for Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana and attested by its City Clerk, acting as Secretary for Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana, and has caused this Bond to be dated as of the date above written. SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA go Mayor of the City of Santa Ana, acting as Chair for Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana ATTEST: City Clerk of the City of Santa Ana, acting as Secretary for Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana 4150-2542-5420.3 A-5 40990-25 SA -3-88 STATEMENT OF INSURANCE 4150-2542-5420.3 A-6 40990-25 SA -3-89 [FORM OF TRUSTEE CERTIFICATE OF AUTHENTICATION AND REGISTRATION TO APPEAR ON BONDS] This is one of the Bonds described in the within- mentioned Indenture which has been authenticated and registered on the date set forth below. DATED: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee 0 Authorized Officer [FORM OF ASSIGNMENT TO APPEAR ON BONDS] For value received the undersigned do(es) hereby sell, assign and transfer unto the within -mentioned registered Bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the bond register of the Trustee, with full power of substitution in the premises. Date: Signature Guaranteed: Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within registered Bond in every particular, without alteration or enlargement or any change whatsoever. Notice: Signature must be guaranteed by an eligible guarantor institution. 4150-2542-5420.3 A-7 40990-25 SA -3-90 APPENDIX B SCHEDULE OF SEMI-ANNUAL AND ANNUAL INTEREST AND PRINCIPAL PAYMENTS OF THE SERIES 2018 BONDS SERIES 2018A BONDS Annual Interest and Principal Payments: Period Ending Principal 9/1/2019 9/1/2020 9/1/2021 9/l/2022 9/1/2023 9/1/2024 Semi -Annual Interest and Principal Payments: Period Ending 3/1/2019 9/1/2019 3/1/2020 9/1/2020 3/1/2021 9/1/2021 3/1/2022 9/1/2022 3/1/2023 9/1/2023 3/1/2024 9/1/2024 Principal Interest Annual Interest Debt Service 4150-2542-5420.3 B-1 40990-25 SA -3-91 Annual Debt Debt Service Service SERIES 2018B BONDS Annual Interest and Principal Payments: Period Ending Principal 9/1/2019 9/1/2020 9/1/2021 9/1/2022 9/1/2023 9/1/2024 9/1/2025 9/1/2026 9/1/2027 9/1/2028 Semi -Annual Interest and Principal Payments: Period Ending Principal Interest 3/1/2019 9/1/2019 3/1/2020 9/1/2020 3/1/2021 9/1/2021 3/1/2022 9/1/2022 3/1/2023 9/1/2023 3/1/2024 9/l/2024 3/1/2025 9/1/2025 3/1/2026 9/1/2026 3/1/2027 9/1/2027 3/1/2028 9/1/2028 Annual Interest Debt Service 4150-2542-5420.3 B_2 40990-25 SA -3-92 Annual Debt Debt Service Service s SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION REFUNDING BONDS SERIES 2018A (TAX-EXEMPT) EXHIBIT 3 s SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION REFUNDING BONDS SERIES 2018B (FEDERALLY TAXABLE) Bond Purchase Agreement 2018 Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Ladies and Gentlemen: Samuel A. Ramirez & Co., Inc. (the "Underwriter") offers to enter into this Bond Purchase Agreement (the "Bond Purchase Agreement") with the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (the "Successor Agency"), which will be binding upon the Successor Agency and the Underwriter upon the acceptance hereof by the Successor Agency. This offer is made subject to its acceptance by the Successor Agency by execution of this Bond Purchase Agreement and its delivery to the Underwriter on or before 5:00 P.M., California time, on the date hereof. The Successor Agency acknowledges and agrees that: (i) the purchase and sale of the above - captioned Bonds (and defined below) pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the Successor Agency and the Underwriter; (ii) in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the Successor Agency; (iii) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the Successor Agency with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Successor Agency on other matters) nor has it assumed any other obligation to the Successor Agency except the obligations expressly set forth in this Bond Purchase Agreement; (iv) the Underwriter has financial and other interests that differ from those of the Successor Agency; and (v) the Successor Agency has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds. The Successor Agency hereby acknowledges receipt from the Underwriter of disclosures required by the Municipal Securities Rulemaking Board ("MSRB") Rule G-17 (as set forth in MSRB Notice 2012-25 (May 7, 2012), relating to disclosures concerning the Underwriter's role in the transaction, disclosures concerning the Underwriter's compensation, conflict disclosures, if any, and disclosures concerning complex municipal securities financing, if any. The Successor Agency acknowledges that it has engaged Urban Futures Incorporated (the "Municipal Advisor"), as its SA -3-93 municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1), and for financial advice purposes, will rely only on the advice of the Municipal Advisor. Capitalized terms used and not otherwise defined in this Bond Purchase Agreement shall have the same meanings given them in that certain Indenture of Trust, dated as of 1, 2018 (the "Indenture"), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), pursuant to which the Bonds are being issued. Purchase and Sale; Use of Proceeds. (a) Upon the terms and conditions and in reliance upon the representations, warranties and covenants herein, the Successor Agency hereby agrees to sell to the Underwriter and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public, all (but not less than all) of the (i) $ Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018A (Tax -Exempt) (the "Series A Bonds"), at the purchase price of $ (the "Series A Purchase Price") (being the principal amount of the Series A Bonds of $ , less an Underwriter's discount of $ , and plus a net original issue premium of $ and the (ii) $ Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Series B Bonds," and together with the Series A Bonds, the "Bonds"), at the purchase price of $ (the "Series B Purchase Price," and together with the Series A Purchase Price, the "Purchase Price") (being the principal amount of the Series B Bonds of $ , less an Underwriter's discount of $ , and less an original issue discount of The Purchase Price will be delivered to the Trustee on behalf of the Successor Agency. The Purchase Price is to be paid on the Closing Date (as defined in Section 6 below). The Bonds shall be dated the Closing Date, and shall bear interest at the rates, shall mature on the dates and in the principal amounts, all as set forth in the attached Exhibit A. As an accommodation to the Successor Agency, the Underwriter will pay, from the Purchase Price, the sum of $ to (the "Insurer") as the premium for the portion of its municipal bond insurance policy issued for the Bonds (the "Municipal Bond Insurance Policy") and allocable to the Bonds and the sum of $ to the Insurer as the premium for its reserve account municipal bond insurance policy issued for the Bonds (the "Reserve Account Insurance Policy") and allocable to the Bonds. Such amounts shall be credited against the Purchase Price to be remitted by the Underwriter to the Trustee pursuant to the foregoing paragraph. (b) The Bonds are being issued for the purpose of (a) providing funds to the Successor Agency to refund in whole the following bonds issued by the Community Redevelopment Agency of the City of Santa Ana (the "Former Agency"), (i) the outstanding Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A (the "Series 2003A Bonds"), (ii) the outstanding Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Refunding Bonds, Series 2003B (the "Series 2003B Bonds") and (iii) the outstanding Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A (the "Series 2011 Bonds" and, together with the Series 2003A Bonds, and the Series 2003B Bonds, the "Refunded Bonds"); (b) purchasing the Municipal Bond Insurance Policy 2 SA -3-94 for the Bonds; (c) purchasing the Reserve Account Insurance Policy for the Bonds, and (d) paying the costs of issuing the Bonds. The Bonds are special obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues. The payment of principal of and interest on the Bonds, when due, will be insured by the Municipal Bond Insurance Policy issued by the Insurer concurrently with the delivery of the Bonds. (c) Under a Escrow Agreement, dated as of 1, 2018 (the "Escrow Agreement"), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as escrow bank (the "Escrow Bank"), provision will be made for the redemption of the Refunded Bonds. (d) Issuance of the Bonds was authorized by resolutions of the Successor Agency, adopted on , 2018 and , 2018 (collectively, the "Successor Agency Resolutions"), and Resolution No. OB- of the Oversight Board of the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana, adopted on , 2018 (the "Oversight Board Resolution"). 2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds, at prices not in excess of the initial public offering yields or prices set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 3. Official Statement. The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or Attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the "Official Statement"). The Successor Agency authorizes the Official Statement, including the cover page and Appendices thereto and the information contained therein, to be used in connection with the sale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated '2018 relating to the Bonds (the "Preliminary Official Statement"). The Successor Agency deems the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the Underwriter, at the Successor Agency's sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. The Official Statement shall contain all information previously permitted to be omitted from the Preliminary Official Statement by Rule 15c2-12. 3 SA -3-95 The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for the time period required under Rule 15c2- 12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof. 4. Representations, Warranties and Agreements of the Successor Agency. The Successor Agency represents and warrants to the Underwriter that, as of the Closing Date: (a) The Successor Agency is a public entity existing under the laws of the State, including the Dissolution Act, and is authorized, among other things, (i) to issue the Bonds, and (ii) to secure the Bonds in the manner contemplated by the Indenture. (b) The Successor Agency has the full right, power and authority (i) to enter into the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate, and this Bond Purchase Agreement (collectively, the "Successor Agency Documents"), (ii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate all other transactions on its part contemplated by each of the aforesaid documents, and the Successor Agency has complied with all provisions of applicable law in all matters relating to such transactions. (c) The Successor Agency has duly authorized (i) the execution and delivery of the Bonds and the execution, delivery and due performance by the Successor Agency of the Successor Agency Documents, (ii) the distribution and use of the "deemed final" Preliminary Official Statement and the execution, delivery and distribution of the final Official Statement, and (iii) the taking of any and all such action as may be required on the part of the Successor Agency to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the Successor Agency in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect. (d) The information contained in the Preliminary Official Statement (excluding therefrom for any information relating to the Insurer, the Municipal Bond Insurance Policy, the Reserve Account Insurance Policy, The Depository Trust Company ("DTC") and its book -entry system included therein and the information therein under the caption "CONCLUDING INFORMATION - Underwriting") is true and correct in all material respects, and the Preliminary Official Statement did not as of its date contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The information contained in the Official Statement (excluding therefrom for any information relating to the Insurer, the Municipal Bond Insurance Policy, the Reserve Account Insurance Policy, DTC and its book -entry system included therein and the 4 SA -3-96 information therein under the caption "CONCLUDING INFORMATION - Underwriting") is true and correct in all material respects, and the Official Statement does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Neither the execution and delivery by the Successor Agency of the Successor Agency Documents and of the Bonds nor the consummation of the transactions on the part of the Successor Agency contemplated herein or therein or the compliance with the provisions hereof or thereof will conflict with, or constitute on the part of the Successor Agency a violation of, or a breach of or default under, (i) any statute, indenture, mortgage, note or other agreement or instrument to which the Successor Agency is a party or by which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Successor Agency (or the Board members of the Successor Agency or any of its officers in their respective capacities as such) is subject. (g) The Successor Agency has never been in default at any time, as to principal of or interest on any obligation which it has issued except as otherwise specifically disclosed in the Official Statement; and the Successor Agency has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Tax Revenues (senior to or on a parity with the pledge thereof under the Indenture), except as is specifically disclosed in the Preliminary Official Statement and the Official Statement. (h) Except as will be specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, which has been served on the Successor Agency or, to the knowledge of the Successor Agency, threatened, which in any way questions the powers of the Successor Agency referred to in paragraph (b) above, or the validity of any proceeding taken by the Successor Agency in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the Successor Agency Documents, or which, in any way, could adversely affect the validity or enforceability of the Successor Agency Documents or the Bonds or, to the knowledge of the Successor Agency, which in any way questions the exclusion from gross income of the recipients thereof the interest on the Series A Bonds for federal income tax purposes or in any other way questions the status of the Series A Bonds under federal or state tax laws or regulations or which in any way could materially adversely affect the availability of Tax Revenues to pay the debt service on the Bonds. (i) Any written certificate signed by any official of the Successor Agency and delivered to the Underwriter in connection with the offer or sale of the Bonds shall be deemed a representation and warranty by the Successor Agency to the Underwriter as to the truth of the statements therein contained. 0) The Successor Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. 5 SA -3-97 (k) The Successor Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Successor Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification or determination in any jurisdiction. (1) All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Successor Agency of, its obligations under the hidenture and the Escrow Agreement has been duly obtained or made and are in full force and effect. (m) Between the date of this Bond Purchase Agreement and the Closing Date, the Successor Agency will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed in writing to the Underwriter. (n) The Successor Agency will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Preliminary Official Statement and the Official Statement. (o) Except as otherwise described in the Official Statement, as of the Closing Date, the Successor Agency will not have outstanding any indebtedness which indebtedness is secured by a lien on the Tax Revenues on a parity with or senior to the lien provided for in the Indenture on the Tax Revenues. (p) Except as described in the Preliminary Official Statement and the Official Statement and based upon a review of their previous undertakings, neither the Former Agency nor the Successor Agency has failed, within the last five years, to comply in all material respects with any undertaking of the Successor Agency or the Former Agency, respectively, pursuant to Rule 15c2-12. (q) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which it was presented, not misleading, the Successor Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Successor Agency, or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Successor Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and 6 SA -3-98 shall pay all expenses thereby incurred. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Successor Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term "End of the Underwriting Period" means the later of such time as: (i) the Successor Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the Successor Agency may assume that the "End of the Underwriting Period" is the Closing Date. (r) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (q) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make the information therein in the light of the circumstances under which it was presented, not misleading. (s) The Oversight Board has duly adopted the Oversight Board Resolution and no further Oversight Board approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Official Statement. (t) The Department of Finance of the State (the "Department of Finance") has issued a letter, dated , 2018, approving the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Official Statement. The Successor Agency has received its Finding of Completion from the Department of Finance pursuant to section 34179.7 of the Dissolution Act. Except as disclosed in the Official Statement, the Successor Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor -Controller to deduct unpaid unencumbered funds from future allocations to the Successor Agency pursuant to Section 34183 of the Dissolution Act. (u) As of the time of acceptance hereof and as of the Closing Date, the Successor Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules as required by law, as well as sections 33080 to 33080.6 of the Law. 5. Covenants of the Successor Agency. The Successor Agency covenants with the Underwriter as of the Closing Date as follows: (a) The Successor Agency covenants and agrees that it will execute a continuing disclosure certificate, constituting an undertaking to provide ongoing disclosure about the Successor Agency, for the benefit of the owners of the Bonds as required by Section (b)(5)(i) of Rule 15c2-12, substantially in the form attached to the Official Statement (the "Continuing Disclosure Certificate"). SA -3-99 (b) The Successor Agency agrees to cooperate with the Underwriter in the preparation of any supplement or amendment to the Official Statement deemed necessary by the Underwriter to comply with Rule 15c2-12 and any applicable rule of the MSRB. (c) If at any time prior to the Closing Date, any event occurs with respect to the Successor Agency as a result of which the Official Statement, as then amended or supplemented, might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Successor Agency shall promptly notify the Underwriter in writing of such event. Any information supplied by the Successor Agency for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any such fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Successor Agency will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Indenture or which would cause the interest on the Series A Bonds to be includable in gross income of the owners of the Series A Bonds for federal income tax purposes. 6. Closing. On , 2018, or at such other date and times as shall have been mutually agreed upon by the Successor Agency and the Underwriter (the "Closing Date"), the Successor Agency will deliver or cause to be delivered the Bonds to the Underwriter, and the Successor Agency shall deliver or cause to be delivered to the Underwriter the certificates, opinions and documents hereinafter mentioned, each of which shall be dated as of the Closing Date. The activities relating to the execution and delivery of the Bonds, opinions and other instruments as described in Section 8 of this Bond Purchase Agreement shall occur on the Closing Date, unless otherwise specified herein. The delivery of the certificates, opinions and documents as described herein shall be made at the offices Orrick, Herrington & Sutcliffe LLP, in Los Angeles, California ("Bond Counsel'), or at such other place as shall have been mutually agreed upon by the Successor Agency and the Underwriter. Such delivery is herein called the "Closing." The Bonds will be prepared and physically delivered to the Trustee on the Closing Date in the form of a separate single fully registered bond for each of the maturities of the Bonds. The Bonds shall be registered in the name of the Cede & Co., as registered owner and nominee for DTC, New York, New York. The Bonds will be authenticated by the Trustee in accordance with the terms and provisions of the Indenture and shall be delivered to DTC prior to the Closing Date as required by DTC to assure delivery of the Bonds on the Closing Date. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Bond Purchase Agreement. At or before 8:00 a.m., Pacific Standard time, on the Closing Date, the Successor Agency will deliver, or cause to be delivered, the Bonds to DTC, in definitive form duly executed and authenticated by the Trustee, and the Underwriter will pay the Purchase Price of the Bonds by delivering to the Trustee, for the account of the Successor Agency a wire transfer in federal funds of 8 SA -3-100 the Purchase Price payable to the order of the Trustee, less the amounts remitted by the Underwriter to the Insurer as described in the third paragraph of Section I (a). Establishment oflssue Price. (a) The Underwriter agrees to assist the Successor Agency in establishing the issue price of the Series A Bonds and shall execute and deliver to the Successor Agency at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Successor Agency and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series A Bonds. (b) Except as otherwise set forth in Exhibit A attached hereto, the Successor Agency will treat the first price at which 10% of each maturity of the Series A Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Successor Agency the price or prices at which it has sold to the public each maturity of Series A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series A Bonds, the Underwriter agrees to promptly report to the Successor Agency the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Series A Bonds of that maturity or (ii) the 10% test has been satisfied as to the Series A Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Successor Agency or Bond Counsel. For purposes of this Section, if Series A Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series A Bonds. (c) The Underwriter confirms that it has offered the Series A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series A Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Bond Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Successor Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Series A Bonds, the Underwriter will neither offer nor sell unsold Series A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public. SA -3-101 The Underwriter will advise the Successor Agency promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that: (i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Series A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker- dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Series A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Series A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Series A Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series A Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Series A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Series A Bonds to the public to require each broker-dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Series A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold - the -offering -price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Successor Agency acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series A Bonds, including, but not limited to, its agreement to comply with the hold -the -offering - price rule, if applicable to the Series A Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Series A Bonds to the public, the agreement of each broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price 10 SA -3-102 of the Series A Bonds, including, but not limited to, its agreement to comply with the hold -the - offering -price rule, if applicable to the Series A Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Successor Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series A Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series A Bonds. (0 The Underwriter acknowledges that sales of any Series A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Successor Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series A Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series A Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Series A Bonds to the public); (iii) a purchaser of any of the Series A Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) "sale date" means the date of execution of this Bond Purchase Agreement by all parties. S. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to the performance by the Successor Agency of its obligations hereunder at or prior to the Closing Date and are also subject to the following conditions: (a) the representations, warranties and covenants of the Successor Agency contained herein shall be true and correct in all material respects as of the Closing Date; 11 SA -3-103 (b) as of the Closing Date, there shall have been no material adverse change in the financial condition of the Successor Agency since June 30, 2017; (c) as of the Closing Date, all official action of the Successor Agency relating to this Bond Purchase Agreement, the Continuing Disclosure Certificate, the Escrow Agreement and the Indenture shall be in full force and effect; (d) as of the Closing Date, the Underwriter shall receive the following certificates, opinions and documents, in each case satisfactory in form and substance to the Underwriter: (i) a copy of the Indenture, as duly executed and delivered by the Successor Agency and the Trustee; (ii) a copy of the Continuing Disclosure Certificate, as duly executed and delivered by the Successor Agency; (iii) a copy of the Escrow Agreement, as duly executed and delivered by the Successor Agency and the Escrow Bank; (iv) the opinions of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in the form attached as Appendix C to the Official Statement and reliance letters, dated the Closing Date and addressed to the Underwriter which shall include a statement that the opinions substantially in the form attached as Appendix C to the Official Statement may be relied upon by the Underwriter to the same extent as if such opinions was addressed to them; (v) a certificate, dated the Closing Date, of the Successor Agency executed by its Executive Director (or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution of the Successor Agency) to the effect that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Successor Agency or, to the knowledge of the Executive Director, threatened against or affecting the Successor Agency to restrain or enjoin the Successor Agency's participation in, or in any way contesting the existence of the Successor Agency or the powers of the Successor Agency with respect to, the transactions contemplated by the Escrow Agreement, this Bond Purchase Agreement, the Continuing Disclosure Certificate or the Indenture, and consummation of such transactions; (B) the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement are true and correct in all material respects, and the Successor Agency has complied with all agreements and covenants and satisfied all conditions to be satisfied at or prior to the Closing Date as contemplated by the Indenture and this Bond Purchase Agreement; (C) no event affecting the Successor Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) no further consent is required to be obtained for the inclusion of the Audited Financial 12 SA -3-104 Statements of the City of Santa Ana for the Fiscal Year End June 30, 2017, as Appendix E to the Official Statement; (vi) an opinion of the City Attorney, as counsel to the Successor Agency, dated the Closing Date, addressed to the Successor Agency and the Underwriter, in substantially the form attached hereto as Exhibit C: (vii) an opinion of counsel to the Trustee, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that: (A) The Trustee is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Indenture; (B) The Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitutes a legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (C) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery by the Trustee of the Indenture or the consummation of the transactions on the part of the Trustee contemplated by the Indenture; (viii) an opinion of counsel to the Escrow Bank, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that: (A) The Escrow Bank is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer its obligations created under the Escrow Agreement; (B) The Escrow Agreement has been duly authorized, executed and delivered by the Escrow Bank and the Escrow Agreement constitutes the legal, valid and binding obligation of the Escrow Bank enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (C) No consent, approval, authorization or -other action by any governmental or regulatory authority having jurisdiction over the Escrow Bank that has not been obtained is or will be required for the execution and delivery by the Escrow Bank of the Escrow Agreement or the consummation of the transactions on the part of the Escrow Bank contemplated by the Escrow Agreement; 13 SA -3-105 (ix) a certificate, dated the Closing Date, of the Trustee, signed by a duly authorized officer of the Trustee, to the effect that (A) the Trustee is duly organized and validly existing as a national banking association, with full corporate power to undertake the obligations of the Indenture; (B) the Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of the trust of the Indenture; and (C) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Trustee (either in state or federal courts), or to the knowledge of the Trustee threatened against the Trustee which would restrain or enjoin the execution or delivery of the Indenture, or which would affect the validity or enforceability of the Indenture, or the Trustee's participation in, or in any way contesting the powers or the authority of the Trustee with respect to, the transactions contemplated by the Indenture, or any other agreement, document or certificate related to such transactions; (x) a certificate, dated the Closing Date, of the Escrow Bank, signed by a duly authorized officer of the Escrow Bank, to the effect that (A) the Escrow Bank is duly organized and validly existing as a national banking association, with full corporate power to undertake of its obligations under the Escrow Agreement; (B) the Escrow Bank has duly authorized, executed and delivered the Escrow Agreement and by all proper corporate action has authorized the acceptance of the obligations of the Escrow Bank under the Escrow Agreement; and (C) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Escrow Bank (either in state or federal courts), or to the knowledge of the Escrow Bank threatened against the Escrow Bank which would restrain or enjoin the execution or delivery of the Escrow Agreement, or which would affect the validity or enforceability of the Escrow Agreement or the Escrow Bank's participation in, or in any way contesting the powers or the authority of the Escrow Bank with respect to, the transactions contemplated by the Escrow Agreement, or any other agreement, document or certificate related to such transactions; (xi) A supplemental opinion of Bond Counsel addressed to the Underwriter, in substantially the form attached hereto as Exhibit B; (xii) the opinion of Underwriter's counsel satisfactory to Underwriter; (xiii) a Tax Certificate in the form satisfactory to Bond Counsel; (xiv) the final Official Statement executed by an authorized officer of the Successor Agency; (xv) certified copies of the Successor Agency Resolutions and the Oversight Board Resolution; (xvi) specimen Bonds; (xvii) evidence that the federal tax information form 8038-G with respect to the Series A Bonds has been prepared by Bond Counsel for filing; 14 SA -3-106 (xviii) a verification report of , as to the sufficiency to pay in full the redemption price of the Refunded Bonds of the moneys in the escrow fund created under the Escrow Agreement; (xix) a copy of the Municipal Bond Insurance Policy; (xx) a copy of the Reserve Account Insurance Policy; (xxi) an opinion of counsel to the Insurer, addressed to the Successor Agency and the Underwriter to the effect that: (A) the descriptions of the Insurer, the Municipal Bond Insurance Policy and the Reserve Account Insurance Policy included in the Official Statement are accurate; (B) the Municipal Bond Insurance Policy and the Reserve Account Insurance Policy constitute legal, valid and binding obligations of the Insurer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor's rights generally and by the application of equitable principles if equitable remedies are sought, and (C) as to such other matters as the Successor Agency or the Underwriter may reasonably request; (xxii) a certificate of the Insurer, signed by an authorized officer of the Insurer, to the effect that: (A) the information contained in the Official Statement relating to the Insurer, the Municipal Bond Insurance Policy and the Reserve Account Insurance Policy is true and accurate and (B) as to such other matters as the Successor Agency or the Underwriter may reasonably request; (xxiii) satisfactory evidence that the Bonds have been assigned the ratings as set forth in the Official Statement; (xxiv) a certificate of an officer of Keyser, Marston & Associates (the "Fiscal Consultant"), dated the Closing Date, addressed to the Successor Agency and the Underwriter, to the effect that, to the best of its knowledge, the assessed valuations and other fiscal information contained in the Official Statement, including such fern's Fiscal Consultant's Report attached thereto as APPENDIX A, are presented fairly and accurately, and consenting to the use of their report as APPENDIX A to the Preliminary Official Statement and the Official Statement; (xxv) evidence of required filings with the California Debt and Investment Advisory Commission; 15 SA -3-107 (xxvi) a defeasance opinion of Bond Counsel with respect to the Refunded Bonds, dated the Closing Date and addressed to the Trustee, the Insurer and the Underwriter, in form and substance satisfactory to the Underwriter; (xxvii) an opinion or letter of Best Best & Krieger LLP, as Disclosure Counsel, addressed to the Successor Agency and the Underwriter, in substantially the form attached hereto as Exhibit D; and (xxviii) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing Date of the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement and the due performance or satisfaction by the Successor Agency at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Successor Agency pursuant to this Bond Purchase Agreement. 9. Termination. The Underwriter shall have the right to cancel its obligations to purchase the Bonds if between the date hereof and the Closing Date: (a) a decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, regulation or offering circular by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Series A Bonds, including causing interest on the Series A Bonds to be included in gross income of the owners of the Series A Bonds for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the Successor Agency or by any similar body under the Indenture or similar documents or upon interest received on obligations of the general character of the Bonds which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of or market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (b) legislation shall have been enacted, or considered for enactment with an effective date prior to the Closing Date, or a decision by a court of the United States shall have been rendered, the effect of which is that of the Bonds, including any underlying obligations, or the Indenture, as the case may be, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (c) a stop order, ruling, regulation or offering circular by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject 16 SA -3-108 matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, including any underlying obligations, or the delivery or performance of the Indenture, the Escrow Agreement or the Continuing Disclosure Certificate, as contemplated hereby or by the Official Statement, is or would be in violation of any provisions of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (d) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (e) there shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (f) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (g) a general banking moratorium shall have been declared by federal, New York or California authorities; or (h) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Successor Agency or the Former Agency; or (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or Q) the New York Stock Exchange or other national securities exchange, or any governmental or regulatory authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter; or (k) there shall exist any event which in the reasonable opinion of the Underwriter that either: (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement; or (ii) is not reflected in the Official Statement but should be reflected therein to make the statements and information contained therein not misleading in any material respect; or 17 SA -3-109 (1) there shall have occurred or any notice shall have been given of any intended downgrade, suspension, withdrawal or negative change in credit watch status by any national credit agency of the Insurer; or (m) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (n) any rating of the Bonds shall have been downgraded, suspended or withdrawn or placed on negative outlook or negative watch by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds. 10. Contingency of Obligations. The obligations of the Successor Agency hereunder are subject to the performance by the Underwriter of its obligations hereunder. 11. Duration of Representations, Warranties, Agreements and Covenants. All representations, warranties, agreements and covenants of the Successor Agency shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or the Successor Agency and shall survive the Closing Date. 12. Expenses. (a) The Successor Agency will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Bond Purchase Agreement, including, but not limited to, execution and delivery of the Bonds, costs of printing the Bonds, printing, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto, the fees and disbursements of Bond Counsel, Disclosure Counsel, and counsel to the Successor Agency, the fees and expenses of the Successor Agency's accountants, fees of the Municipal Advisor, fees of the Fiscal Consultant, any fees charged by rating agencies for the rating of the Bonds and fees of the Trustee and the Escrow Bank. In the event this Bond Purchase Agreement shall terminate because of the default of the Underwriter, the Successor Agency will, nevertheless, pay, or cause to be paid, all of the expenses specified above. (b) The Underwriter shall pay the fees and expenses of any counsel retained by it, all advertising expenses incurred in connection with the public offering of the Bonds, fees of the California Debt and Investment Advisory Commission, CUSIP fees and all other expenses incurred by it in connection with the public offering and distribution of the Bonds (including out-of-pocket expenses and related regulatory expenses). 13. Notices. Any notice or other communication to be given to the Successor Agency under this Bond Purchase Agreement may be given by delivering the same in writing to the Executive Director, Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Samuel A. Ramirez & Co., Inc., 445 S. Figueroa Street, Suite 2310, Los Angeles, California 90071; Attention: Michael Mejia, Vice President. 14. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Successor Agency and the Underwriter (including the successors or assigns of the Underwriter) 18 SA -3-110 and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof. 15. Governing Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California. 16. Headings. The headings of the paragraphs of this Bond Purchase Agreement are inserted for convenience of reference only and shall not be deemed to be a part hereof. 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 18. Effectiveness. This Bond Purchase Agreement shall become effective upon its acceptance hereof by the Successor Agency. 19 SA -3-111 19. Counterparts. This Bond Purchase Agreement may be executed in several counterparts which together shall constitute one and the same instrument. The foregoing is hereby agreed to and accepted as of the date fust above written: SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA Authorized Representative Time of Execution: p.m. California time Very truly yours, SAMUEL A. RAMIREZ & CO., INC., as Underwriter By Authorized Representative S-1 SA -3-112 Maturity (September 1) 2019 2020 2021 2022 2023 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 20-(T) EXHIBIT A TO THE BOND PURCHASE AGREEMENT SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION REFUNDING BONDS SERIES 2018A (TAX-EXEMPT) 11 0401NYIlY.YN7ID11100 10% Test Principal Interest 10% Test Not Amount Rate Yield Price Satisfied Satisfied Term Bond. o) Insured Bond. Ick Priced to optional call at [par] on September 1, 20 . At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement. A-1 SA -3-113 Subject to Hold -The- Offering - Price Rule S SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION REFUNDING BONDS SERIES 2018B (FEDERALLY TAXABLE) MATURITY SCHEDULE Maturity Principal Interest (September 1) Amount Rate Yield Price A-2 SA -3-114 EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [TO COME] B-1 SA -3-115 EXIT BIT C FORM OF CITY ATTORNEY OPINION Samuel A. Ramirez & Co., Inc. Los Angeles, California Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana Santa Ana, California Re: Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds Series 2018A (Tax Exempt) and Series 2018B (Federally Taxable) Ladies and Gentlemen: We serve as City Attorney to the City of Santa Ana and counsel to the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (the "Successor Agency"). This letter is addressed to you pursuant to Section 8(d)(vi) of the Bond Purchase Agreement dated 2018 (the "Purchase Agreement"), between Samuel A. Ramirez & Co., Inc., as underwriter (the "Underwriter") and the Successor Agency, providing for the purchase of $ principal amount of the above -captioned bonds (collectively, the "Bonds"). We have been furnished with and have examined copies of the (i) Resolution No. adopted by the Successor Agency on , 2018 (the "Successor Agency Resolution"); (ii) Resolution No. , adopted by the Successor Agency on , 2018 (the "Successor Agency POS Resolution"); (iii) the Indenture, dated as of 1, 2018 (the "Indenture"), between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); (iv) the Continuing Disclosure Certificate, dated , 2018 (the "Continuing Disclosure Certificate") executed by the Successor Agency; the Escrow Agreement, dated as of 1, 2018 by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A.; and (v) the Purchase Agreement. The Indenture, Continuing Disclosure Certificate, Purchase Agreement, and Escrow Agreement are collectively referred to herein as the "Successor Agency Agreements." All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms as set forth in the Indenture, or if not defined in the Indenture, in the Purchase Agreement. We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the Successor Agency contained in the Indenture and the certified proceedings and other certifications of public officials furnished to us. In the course of our representation, nothing has come to our attention that caused us to believe that any of the factual representations upon which we have relied are untrue, but we have made no other factual investigations. When used herein, the phrase "to our current actual knowledge" means that, during the course of our representation of the Successor Agency, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys in C-1 SA -3-116 the firm who have rendered legal services in connection with the representation described in the introductory paragraph of this opinion letter. However, we have not undertaken any independent investigation or inquiry to determine the accuracy of such statement other than inquiry of officials of the Successor Agency. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions: 1. The Successor Agency is a public entity, duly organized and validly existing under and by virtue of the Constitution and the laws of the State. 2. The Successor Agency has full legal power and lawful authority to enter into the Successor Agency Agreements. 3. Each of (i) Successor Agency Resolution approving and authorizing the execution and delivery of the Successor Agency Agreements and (ii) the Successor Agency POS Resolution approving the Preliminary Official Statement and Purchase Agreement was duly adopted at a meeting of the Agency which was called and held on, respectively, , 2018, and 2018, pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and each of the Successor Agency Resolution and the Successor Agency POS Resolution is in full force and effect and has not been modified, amended or rescinded. 4. To the best of our knowledge, the authorization, execution and delivery of the Successor Agency Agreements by the Successor Agency and compliance with the provisions thereof by the Successor Agency of its obligations thereunder, will not conflict with, or constitute a breach or default under, in any material respect, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the Successor Agency is subject or by which it is bound. 5. To our current actual knowledge, except as otherwise disclosed in the Official Statement, there is no litigation pending (having been served) or overtly threatened in writing against the Successor Agency that (a) challenges the right or title of any member or officer of the Successor Agency to hold his or her respective office or exercise or perform the powers and duties pertaining thereto; (b) challenges the validity or enforceability of the Bonds or the Successor Agency Agreements; (c) seeks to restrain or enjoin the issuance and sale of the Bonds, the adoption or effectiveness of the Successor Agency Resolution and the Indenture, or the execution and delivery by the Successor Agency of, or the performance by the Successor Agency of its obligations under the Bonds or the Successor Agency Agreements; or (d) if determined adversely to the Successor Agency or its interests, would have a material and adverse effect upon availability of Tax Revenues to pay the debt service on the Bonds, or which, in any manner, questions the right of the Successor Agency to enter into, and perform its obligations under, the Successor Agency Agreements. 6. The Successor Agency Agreements have been duly authorized, executed and delivered by the Successor Agency and are valid, legal and binding agreements of the Successor Agency, enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). Our opinions are subject to the following qualifications C-2 SA -3-117 (a) Our opinions are limited to the matters expressly set forth herein and no opinion is to be implied or may be inferred beyond the matters expressly so stated; (b) We are licensed to practice law in the State of California. Accordingly, the foregoing opinions only apply insofar as the laws of the State of California and the United States may be concerned, and we express no opinion with respect to the laws of any other jurisdiction; (c) We express no opinion as to the enforceability under certain circumstances of contractual provisions respecting various summary remedies without notice or opportunity for hearing or correction, especially if their operation would work a substantial forfeiture or impose a substantial penalty upon the burdened party; (d) We express no opinion as to the effect or availability of any specific remedy provided for in any agreement under particular circumstances, except that we believe such remedies are, in general, sufficient for the practical realization of the rights intended thereby; (e) We express no opinion as to the enforceability of any indemnification, contribution, choice of law, choice of forum, or waiver provisions contained in the Successor Agency Agreements; (1) We disclaim any obligation to update this letter for events occurring after the date hereof; (g) We express no opinion concerning the application to or compliance with federal securities law, including but not limited to the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, any state securities or "Blue Sky" law, or any federal, state or local tax law, of the Bonds or the issuance and sale thereof, and (h) We express no opinion concerning the defeasance of the Refunded Bonds. As counsel to the Successor Agency in this matter, we have not rendered financial advice to the Successor Agency and do not represent, by this opinion or otherwise, that we have reviewed or made any assessment about, nor do we offer any opinion about, the financial condition of the Successor Agency, past, present or future, including any financial information contained in the documents; nor have we reviewed the financial feasibility of this transaction, and, accordingly, we offer no opinion whatsoever regarding such financial feasibility. This letter is famished by us as counsel to the Successor Agency. No attomey-client relationship has existed or exists between our firm and the Underwriter in connection with the Bonds or by virtue of this letter. This letter is delivered to the Underwriter solely for their benefit in connection with the transactions covered by the first paragraph of this letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person or for any other purpose without our prior written approval; provided, however, that copies of this opinion may be included in the closing transcripts for the transactions covered by the first paragraph of this letter. This letter is not intended to be relied upon by owners of Bonds. Very truly yours, C-3 SA -3-118 I. CII: 1 1 FORM OF OPINION OF DISCLOSURE COUNSEL [TO COME] D-1 SA -3-119 FORM OF ISSUE PRICE CERTIFICATE [TO COME] E-1 SA -3-120 EXHIBIT 4 CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana (the "Issuer") in connection with the issuance of its Tax Allocation Refunding Bonds, Series 2018A (Tax - Exempt) and Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the `Bonds"). The Bonds are being issued pursuant to an Indenture of Trust, dated as of 1, 2018, by and between The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") and the Issuer (the "Indenture"). The Issuer covenants and agrees as follows: Section 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Beneficial Owners and bondholders in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12. Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean Urban Futures Incorporated, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. In the absence of such a designation, the Issuer shall act as the Dissemination Agent. "EMMA" or "Electronic Municipal Market Access" means the centralized on-line repository system located at www.emma.msrb.org for documents filed with the MSRB pursuant to the Rule, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments. "Listed Events" shall mean any of the events listed in Section 5(a) and (b) of this Disclosure Certificate. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Participating Underwriter" shall mean Ramirez & Co., Inc., or any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be' -amended from time to time. "State" shall mean the State of California. "State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule. As of the date of this Certificate, there is no State Repository. 55394.00019\3 12n932.1 SA -3-121 Section 3. Provision of Annual Renorts (a) Delivery of Annual Report to MSRB. The Issuer shall, or shall cause the Dissemination Agent to, not later than [March 311 in each year, commencing [March 31, 20191 and to file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate; provided however, that the first Annual Report due on March 31, 2019 shall consist solely of a copy of the Official Statement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided, that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. (b) Change of Fiscal Year. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(d). (c) Delivery of Annual Report to Dissemination Agent. Not later than five days prior to the date specified in subsection (a) for providing the Annual Report to EMMA, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall notify the Issuer. (d) Report of Non -Compliance. If the Issuer is unable to provide an Annual Report by the date required in subsection (a), the Dissemination Agent shall send a notice to EMMA in a timely manner in an electronic format prescribed by the MSRB. (e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided. Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) Audited financial statements of the Issuer for the preceding fiscal year, prepared in accordance with the laws of the State and including all statements and information prescribed for inclusion therein by the Controller of the State. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. The audited Financial Statements of the Issuer may be included in the City of Santa Ana's Comprehensive Annual Financial Report if no separate Financial Statement is prepared for the Issuer. (b) To the extent not included in the audited final statement of the Issuer, the Annual Report shall also include the following information for the prior fiscal year, insofar as available from public records: (i) Table No. 1 -Land Use; (ii) Table Nos. 2 and 3 - Historical Assessed Valuations; (iii) Table No. 4 - Ten Largest Taxpayers; (iv) Table Nos. 6 and 7 — Projected Tax Revenues; and 55394.00019\31222932.1 SA -3-122 (v) Table No. 8 - Debt Service Coverage. (c) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the MSRB's Internet web site or filed with the Securities and Exchange Commission. The Issuer shall clearly identify each such other document so included by reference. If the document included by reference is a final official statement, it must be available from EMMA. (d) In addition to any of the information expressly required to be provided under paragraph (b) of this Section 4, the Issuer shall provide such further information, if any, as may be necessary to make the specifically required statements or information (as set forth herein), in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Significant Events. (a) Reportable Events_. The Issuer shall, or shall cause the Dissemination (if not the Agency) to, give notice of the occurrence of any of the following events with respect to the Bonds (in accordance with (e) below): (1) Principal and interest payment delinquencies. (2) Unscheduled draws on debt service reserves reflecting financial difficulties. (3) Unscheduled draws on credit enhancements reflecting financial difficulties. (4) Substitution of credit or liquidity providers, or their failure to perform. (5) Defeasances. (6) Rating changes. (7) Tender offers. (8) Bankruptcy, insolvency, receivership or similar event of the obligated person. (9) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (b) Material Reportable Events. The Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (1) Non-payment related defaults. (2) Modifications to rights of security holders. (3) Bond calls. (4) The release, substitution, or sale of property securing repayment of the securities. SA -3-123 (5) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms. (6) Appointment of a successor or additional trustee, or the change of name of a trustee. (c) Determination of Materiality of Listed Events. Whenever the Issuer obtains knowledge of the occurrence of a Listed Event listed under Section 5(b), the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) Notice to Dissemination Agent. If the Issuer has determined that knowledge of the occurrence of a Listed Event listed under Section 5(b) would be material under applicable federal securities laws, the Issuer shall promptly notify the Dissemination Agent (if other than the Issuer) in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d). (e) Notice of Listed Events. The Issuer shall file, or cause the Dissemination Agent to file, a notice of the occurrence of a Listed Event listed in Section 5(a), and, listed in Section 5(b), if material, with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(5) and (b)(3) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Bondholders of affected Bonds. Section 6. Identifying Information for Filings with EMMA. All documents provided to EMMA under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. Section 8. Dissemination Agent. (a) Appointment of Dissemination Agent. The initial Dissemination Agent shall be Urban Futures Incorporated. The Issuer may, from time to time, appoint or engage a different Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Issuer, the Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. (b) Compensation of Dissemination Agent. The Dissemination Agent, if not the Issuer, shall be paid compensation by the Issuer for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Issuer from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Issuer, Holders or Beneficial Owners, or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon any direction from the Issuer or an opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the Issuer. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate (and the Dissemination Agent shall agree to any 55394.00019\31222932.1 SA -3-124 amendment so requested by the Issuer that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) Change in Circumstances. If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) Compliance as oflssue Date. The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) Consent of Holders; Non -impairment Opinion. The amendment or waiver either (i) is approved by the Bondholders in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Bondholders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Bondholders or Beneficial Owners. If this Disclosure Certificate is amended or any provision of this Disclosure Certificate is waived, the Issuer shall describe such amendment or waiver in the next following Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(d), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. All of the immunities, indemnities, and exceptions from liability in Article IX of the Indenture insofar as they relate to the Trustee shall apply to the Dissemination Agent in this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, and its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of the disclosure of information pursuant to the Disclosure Certificate or arising out of or in the exercise of performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to 55394.00019\31222932.1 SA -3-125 the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall have no duty of obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the owner of a Bond, or any other party. The Trustee shall have no liability to any party for any monetary damages or other financial liability of any kind whatsoever related to or arising from any breach of this Disclosure Certificate. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Certificate. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon any written direction from the Issuer or an opinion of Special Counsel. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent or the Trustee and payment of the Bonds. Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: 2018 SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA Lo Francisco Gutierrez Executive Director/Finance and Management Services Agency 55394.00019131222932.1 SA -3-126 EXHIBIT 5 ESCROW AGREEMENT by and between SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 4142-5877-7620.1 and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Escrow Agent Dated as of 1, 2018 Relating to the refunding and defeasance of Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A SA -3-127 ESCROW AGREEMENT This ESCROW AGREEMENT, (the "Agreement'), made and entered into as of 1, 2018, by and between the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA (the "Agency"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, having a corporate trust office located in Los Angeles, California, and being qualified to accept and administer the trusts hereby created, as trustee and acting as escrow agent hereunder (in such capacity, the "Escrow Agent'), WITNESSETH: WHEREAS, the former Community Redevelopment Agency of the City of Santa Ana (the "Former RDA") has heretofore issued and sold $66,790,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A, of which $ aggregate principal amount is currently outstanding (the "Series 2011 Bonds"), pursuant to an Indenture of Trust, dated as of February 1, 2011 (the "2011 Indenture"), between the Former RDA and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), which Series 2011 Bonds are subject to refunding and defeasance in accordance with the 2011 Indenture but are not subject to optional redemption until March 1, 2021; WHEREAS, the interest is payable on the Series 2011 Bonds on each March 1 and September 1 and principal is payable on the Series 2011 Bonds on each September 1 as provided in the 2011 Indenture; WHEREAS, the Agency has determined to issue its Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Refunding Bonds") in the aggregate principal amount of $ pursuant to the terms of an Indenture, dated as of 1, 2018 (the "2018 Indenture"), by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "2018 Trustee"); WHEREAS, the Refunding Bonds are being issued for the purpose of providing moneys which will, among other things, be sufficient (together with other moneys and interest earnings thereon) (i) to provide for the payment when due of the principal of and interest on the Series 2011 Bonds to and including March 1, 2021, and (ii) to redeem the Series 2011 Bonds on March 1, 2021, at par without premium (the sum of the amounts referred to in clauses (i) and (ii) of this preamble are hereinafter referred to as the "Redemption Price"); WHEREAS, the Indenture contemplates the setting aside of a portion of the proceeds of the Refunding Bonds, together with other funds of the Agency, in order to provide for the payment of the Redemption Price related to the Series 2011 Bonds and that such proceeds shall be deposited in a special escrow fund to be created hereunder to be known as the Refunding Escrow to be maintained by the Escrow Agent (the "Refunding Escrow"); and WHEREAS, the Agency has taken action to cause to be delivered to the Escrow Agent for deposit in or credit to the Refunding Escrow cash in the amount of $ which has been certified by [Verification Agent] to be sufficient to pay when and as due the Redemption Price of the Series 2011 Bonds; 4142-5877-7620.1 SA -3-128 NOW, THEREFORE, the Agency and the Escrow Agent hereby agree as follows: Section 1. Establishment, Funding and Maintenance of Refunding Escrow. (a) Pursuant to the 2018 Indenture, the Agency has caused the 2018 Trustee to transfer to the Escrow Agent the sum of $ derived from the proceeds of the Refunding Bonds and other funds of the Agency. The Escrow Agent hereby accepts and acknowledges receipt of $ to secure the payment of the Redemption Price of the Series 2011 Bonds. The Escrow Agent agrees to establish and maintain until the Redemption Price of the Series 2011 Bonds has been paid in full a fund designated as the "Refunding Escrow," and to hold the moneys therein at all times as a special and separate trust fund (wholly segregated from all other securities, investments or moneys on deposit with the Escrow Agent). All moneys in the Refunding Escrow are hereby irrevocably pledged to secure the payment of the Redemption Price of the Series 2011 Bonds. (b) The Agency hereby directs the Escrow Agent to purchase on , 2018, and to accept in the name of the Escrow Agent for the account of the Refunding Escrow, the $ principal amount escrow security specified among the permitted Investment Securities listed on Schedule I hereto. The Escrow Agent is directed to use the amount on deposit in the Refunding Escrow to make such purchase at the then applicable purchase price, at a discount or premium, and to hold the balance on deposit in the account of the Refunding Escrow not applied to the cost of such treasury bill uninvested, pledged as described in Section 1(a) hereof. (c) Upon the written direction of the Agency, but subject to the conditions and limitations herein set forth, the Escrow Agent shall purchase substitute Investment Securities with the proceeds derived from the sale, transfer, redemption or other disposition of Investment Securities then on deposit in the Refunding Escrow in accordance with the provisions of this Section 1(c); provided that such substituted Investment Securities shall be limited to the investment securities as set forth in EXHIBIT A attached hereto. Such sale, transfer, redemption or other disposition of such Investment Securities then on deposit in the Refunding Escrow and substitution of other Investment Securities of the Agency are permitted hereunder but only by a simultaneous transaction and only if: (i) a nationally recognized firm of Independent Certified Public Accountants (the "Independent Certified Public Accountants") or such other qualified firm selected by the Agency shall certify that (A) the Investment Securities to be substituted, together with the Investment Securities which will continue to be held in the Refunding Escrow, will mature in such principal amounts and earn interest in such amounts and, in each case, at such times so that sufficient moneys will be available from maturing principal and interest on such Investment Securities held in the Refunding Escrow together with any uninvested moneys, to make all payments required by Section 2 hereof which have not previously been made, and (B) the amounts and dates of the anticipated payments by the Escrow Agent of the Redemption Price will not be diminished or postponed thereby; and (ii) the Escrow Agent shall receive an opinion of nationally recognized bond counsel to the effect that the sale, transfer, redemption or other disposition and substitution of Investment Securities will not adversely affect the exclusion of interest on the Series 2018 Bonds or the Series 2011 Bonds from gross income for federal income tax purposes. (d) Upon the written direction of the Agency, but subject to the conditions and limitations herein set forth, the Escrow Agent will apply any moneys received from the maturing principal of or interest or other investment income on any Investment Securities held in the Refunding Escrow, or the proceeds from any sale, transfer, redemption or other disposition of Investment Securities pursuant to Section 1(b) not required for the purposes of said Section, as follows: (i) to the extent such moneys will not be required at any time for the purpose of making a payment required by Section 2 hereof, as shall be certified to the Escrow Agent by a 4142-5877-7620.1 SA -3-129 nationally recognized firm of Independent Certified Public Accountants or such other qualified firm selected by the Agency, such moneys shall be paid over to the Agency upon the written direction of the Agency as received by the Escrow Agent, free and clear of any trust, lien, pledge or assignment securing the Series 2011 Bonds or otherwise existing hereunder, after provision for payment of amounts due the Escrow Agent pursuant to Sections 5 and 12 hereof; and (ii) to the extent such moneys will be required for such purpose at a later date, such moneys shall, to the extent practicable and at the written direction of the Agency, be invested or reinvested in Investment Securities maturing at times and in amounts sufficient to pay when due the Redemption Price (provided that (A) the amount of the funds to be realized from time to time from such investment or reinvestment shall be certified by a nationally recognized firm of Independent Certified Public Accountants or such other qualified firm selected by the Agency, and (B) the Agency shall deliver to the Escrow Agent an opinion of nationally recognized bond counsel to the effect that such investment or reinvestment will not adversely affect the exclusion of interest on the Series 2018 Bonds or the Series 2011 Bonds from gross income for federal income tax purposes) and interest earned from such investments or reinvestment shall be retained by the Escrow Agent for such purpose. (e) The Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. Section 2. Payment and Redemption of the Series 2011 Bonds. The Agency hereby requests and irrevocably instructs the Escrow Agent to transfer amounts from the Refunding Escrow to the Trustee to pay when due the principal of and interest on the Series 2011 Bonds to and including March 1, 2021, and to pay the redemption price of the Series 2011 Bonds on March 1, 2021. Upon payment in full of the Redemption Price of the Series 2011 Bonds, the Escrow Agent shall transfer any moneys remaining in the Refunding Escrow to the Tax Increment Fund established under the 2018 Indenture after provision for payment of amounts due the Escrow Agent pursuant to Sections 5 and 12 hereof, and this Agreement shall terminate. The Refunding Escrow cash flow is set forth in Schedule I attached hereto. Section 3. Notice of Redemption. The Agency hereby irrevocably instructs the Escrow Agent to take all steps required to redeem, on March 1, 2021 (the "Redemption Date"), the outstanding Series 2011 Bonds maturing on or after September 1, 2022 at a redemption price equal to the principal amount thereof together with accrued interest thereon to the Redemption Date, without premium. The Agency hereby irrevocably instructs the Escrow Agent at the expense of the Agency to cause a notice of redemption of the Series 2011 Bonds maturing on or after September 1, 2022 in substantially the form attached hereto as Exhibit B and by this reference incorporated herein, to be made in accordance with the 2011 Indenture including by mailing such notice by first class mail, postage prepaid, at least thirty (30) but not more than sixty (60) days prior to the Redemption Date, to (i) the Owners of any 2011 Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) the Securities Depositories and to one or more Information Services designated by the Agency, and to post notice of redemption by reference to the applicable CUSIP Numbers for the then Outstanding Series 2011 Bonds with the Municipal Securities Rulemaking Board (the "MSRB") through its Electronic Municipal Market Access ("EMMA") system. Section 4. Notice of Defeasance. The Agency hereby irrevocably instructs the Escrow Agent at the expense of the Agency to cause a notice of defeasance of the Series 2011 Bonds, in substantially the form attached hereto as Exhibit C and by this reference incorporated herein, to be mailed promptly following the date of defeasance, to (i) the Owners of any 2011 Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) the Securities Depositories and to one or 3 4142-5877-7620.1 SA -3-130 more Information Services designated by the Agency, and to post notice of defeasance by reference to the applicable CUSIP Numbers for the Outstanding Series 2011 Bonds with the EMMA system. Section 5. Fees and Costs. (a) The Agency shall pay to the Escrow Agent from time to time reasonable compensation for all services rendered under this Agreement. The parties hereto agree that the duties and obligations of the Escrow Agent shall be as expressly provided herein, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. (b) The Agency shall pay to the Escrow Agent additional fees and reimbursements for costs incurred, including but not limited to legal and accountants' services, involving this Agreement. (c) The fees of and the costs incurred by the Escrow Agent shall in no event be deducted or payable from, or constitute a lien against, the Refunding Escrow, except as otherwise provided herein. Section 6. Merger or Consolidation. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under this Agreement, shall be the successor of such Escrow Agent without the execution or filing of any paper or any further act, notwithstanding anything herein to the contrary. Section 7. Resignation of Escrow Agent. The Escrow Agent may at any time resign by giving written notice to the Agency of such resignation. The Agency shall promptly appoint a successor Escrow Agent upon receipt of such notice. Resignation of the Escrow Agent will be effective only upon acceptance of appointment of a successor Escrow Agent. If the Agency does not appoint a successor, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if required by law, appoint a successor Escrow Agent. After receiving a notice of resignation of an Escrow Agent, the Agency may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the Agency appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Agency shall immediately and without further act be superseded by the successor Escrow Agent so appointed. Section 8. Severability. If any section, paragraph, sentence, clause or provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Agreement. Section 9. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Section 10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 11. Definitions. Any capitalized term used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the 2011 Indenture. Section 12. Indemnification. The Agency agrees to indemnify, hold harmless and defend the Escrow Agent and its officers, directors, employees and agents to the maximum extent permitted by law 4 4142-5877-7620.1 SA -3-131 against any and all losses, damages, claims, actions, liabilities, costs and expenses of whatever nature, kind or character (including, without limitation, attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) which may be imposed on, or incurred by or asserted against the Escrow Agent directly or indirectly arising out of or related to the acceptance and performance by the Escrow Agent of its duties hereunder. This indemnification shall apply whether any such claim, suit, investigation, proceeding or action is based upon (i) the interference with or breach of or alleged interference with or alleged breach of any existing contract in connection with the Series 2011 Bonds, (ii) any untrue statement or alleged untrue statement of a material fact or omission of a material fact required to be stated in any offering document with respect to the Series 2011 Bonds necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any other wrongful act or alleged wrongful act of the Agency related to the redemption of the Series 2011 Bonds; provided, however, that this indemnification shall not cover any losses or expenses incurred by the Escrow Agent as a result of its negligence or willful misconduct. In addition to the foregoing, the prevailing party in any lawsuit shall be entitled to attorneys' fees and costs incurred in any judgment proceeding to collect or enforce the judgment. This provision is separate and severable and shall survive the merger of this Agreement into any judgment on this Agreement. The agreements of the Agency hereunder shall survive termination of this Agreement. Section 13. Immunities and Liability of Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. (b) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages, even if the Escrow Agent or the Agency knows of the possibility of such damages. The Escrow Agent shall have no duty or responsibility under this Agreement in the case of any default in the performance of the covenants or agreements contained in the 2011 Indenture. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under this Agreement. (c) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the Agency) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. (d) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein or in the 2011 Indenture, other than recitals or representations specifically made by the Escrow Agent. (e) The Escrow Agent may become the owner of, or acquire any interest in, any of the Refunding Bonds with the same rights that it would have if it were not the Escrow Agent and may engage or be interested in any financial or other transaction with the Agency. (f) The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or securities deposited with it to pay the principal of or interest or premium on the Series 2011 Bonds. (g) The Escrow Agent shall not be liable for any action or omission of the Agency under this Agreement or the 2011 Indenture. 4142-5877-7620.1 SA -3-132 (h) Whenever in the administration of this Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of any authorized representative of the Agency, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (i) The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided to it in connection with this Agreement and shall be protected in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Agent in connection with this Agreement and reasonably believed by the Escrow Agent to have been signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. 6) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. Section 14. Termination of Aereement. Upon payment in full of the principal of and interest on the Series 2011 Bonds and all of the fees and expenses of the Escrow Agent as described above, all obligations of the Escrow Agent under this Agreement shall cease and terminate, except for the obligation of the Escrow Agent to pay or cause to be paid to the owners of the Series 2011 Bonds not presented for payment all sums due thereon and the obligation of the Agency to pay to the Escrow Agent any amounts due and owing to the Escrow Agent hereunder; provided, however, the obligations of the Escrow Agent with respect to the payment of the Series 2011 Bonds shall cease and terminate two years after the date on which the same shall have become due as described hereunder and in accordance with the 2011 Indenture. 4142-5877-7620.1 SA -3-133 IN WITNESS WHEREOF, the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana and The Bank of New York Mellon Trust Company, N.A., have caused this Agreement to be executed each on its behalf as of the day and year first above written. 4142-5877-7620.1 SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA [Executive Director] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent an SA -3-134 Authorized Officer SCHEDULEI REFUNDING ESCROW CASH FLOW The cash flow for the Refunding Escrow is set forth on Exhibit A to the Verification Report prepared by [Verification Agent] attached hereto and incorporated herein by reference as though fully set forth herein and made a part hereof, relating to the Refunding Bonds. 4142-5877-7620.1 SA -3-135 SCHEDULEII REFUNDING ESCROW CASH FLOW The cash flow for the Refunding Escrow is set forth on Exhibit A to the Verification Report prepared by [Verification Agent], attached hereto and incorporated herein by reference as though fully set forth herein and made a part hereof, relating to the Series 2018 Bonds. 4142-5877-7620.1 SA -3-136 EXHIBIT A The Escrow Agent shall purchase only the following substituted Investment Securities: "Defeasance Obligations" means (a) cash, (b) direct non -callable obligations of the United States of America, (c) securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, (d) Refcorp interest strips, (e) CATS, TIGRS, STRPS, and (f) defeased municipal bonds rated AAA by S&P or Aaa by Moody's (or any combination of the foregoing), and specifically, the following escrow security: Type CUSIP Date Date Amount Rate A-1 4142-5877-7620.1 SA -3-137 EXHIBIT B COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION BONDS (MERGED PROJECT AREA) 2011 SERIES A DATED FEBRUARY 4, 2011 NOTICE OF REDEMPTION To holders or owners of the Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A, of which $56,630,000 aggregate principal amount is currently outstanding (the "Series 2011 Bonds"), maturing on or after September 1, 2022 as detailed in the table below (the "Redeemed Bonds"): Maturity Date Principal Interest Original Defeased September 1, Amount Rate CUSIP No. CUSIP No. 2022 $12,915,000 6.00% 801095LDO 2024 1,900,000 6.50 801095LG3 2024 14,005,000 6.25 801095LF5 2028 27,810,000 6.75 801095LK4 NOTICE IS HEREBY GIVEN that, pursuant to the applicable provisions of the Indenture of Trust dated as of February 1, 2011 (the "Indenture") providing for the issuance of the above -captioned bonds, the Redeemed Bonds will be redeemed on March 1, 2021 (the "Redemption Date") at the price equal to the principal amount thereof together with interest accrued to the Redemption Date, without premium. On or before the Redemption Date, the Redeemed Bonds are required to be surrendered at the Office of the Trustee for redemption at the Redemption Price. From and after the Redemption Date, interest on the Redeemed Bonds shall cease to accrue. Pursuant to the Indenture, payment of the Redemption Price on the Redeemed Bonds called for redemption will be paid without presentation of the Redeemed Bonds if presentment is not required and upon presentation of the Redeemed Bonds if presentment is required. If presentment is required, surrender thereof can be made in the following manner: Delivery Instructions: The Bank of New York Mellon Trust Company, N.A. Registered or certified insured mail is suggested when submitting Redeemed Bonds for payment. Bondholders presenting their Redeemed Bonds in person for same day payment must surrender their Redeemed Bond(s) by 1:00 P.M. CST on the Redemption Date and a check will be available for pick up after 2:00 P.M. CST. Checks not picked up by 4:30 P.M. CST will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Redeemed Bond, you are not required to endorse the Redeemed Bond to collect the Redemption Price. B-1 4142-5877-7620.1 SA -3-138 For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the `Bondholder Information" link for Redemption instructions. You may also contact IMPORTANT NOTICE Federal law requires the Paying Agent to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions. *The Undersigned shall not be held responsible for the selection or use of the CUSIP number in this Redemption Notice, nor is any representation made as to its correctness. It is included solely for the convenience of the Holders. Dated: _, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee B-2 4142-5877-7620.1 SA -3-139 EXHIBIT C COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA TAX ALLOCATION BONDS (MERGED PROJECT AREA) 2011 SERIES A DATED FEBRUARY 4, 2011 NOTICE OF DEFEASANCE To holders or owners of the Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A, of which $64,840,000.00 aggregate principal amount is currently outstanding (the "Defeased Bonds"): Maturity Date September 1, Principal Amount Interest Rate Defeased CUSIP No. CUSIP No. 2019 $ 2,735,000 5.25% 801095LA6 2020 2,125,000 5.50 801095LB4 2020 3,350,000 6.00 801095LC2 2022 12,915,000 6.00 801095LDO 2024 1,900,000 6.50 801095LG3 2024 14,005,000 6.25 801095LF5 2028 27,810,000 6.75 801095LK4 The Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (the "Successor Agency") has defeased the Defeased Bonds pursuant to [Article X] of its Indenture of Trust dated as of February 1, 2011 (the "Indenture") providing for the issuance of the Defeased Bonds, by depositing [federal securities] with The Bank of New York Mellon Trust Company, N.A., as escrow agent (the "Escrow Agent'), sufficient to secure and accomplish the payment of principal of and interest on the Defeased Bonds until March 1, 2021 (the "Redemption Date"), and on that date to redeem all the Defeased Bonds maturing on and after September 1, 2022. Any capitalized term used but not otherwise defined in this Notice of Defeasance shall have the meaning assigned to such term in the Indenture. With the deposit of such federal securities with the Escrow Agent, the Owners of the Defeased Bonds cease to be entitled to the pledge of the Tax Revenues (as defined in the Indenture) and the other assets as provided under the Indenture, and all agreements, covenants and other obligations of the Agency to the Owners of the Defeased Bonds under the Indenture have ceased, terminated and become void, discharged and satisfied. The Defeased Bonds maturing on or after September 1, 2022 will be redeemed, after the mailing of a notice of to the Owners of the Defeased Bonds for the redemption of such bonds on the Redemption Date, at the principal amount thereof without premium. C-1 4142-5877-7620.1 SA -3-140 Pursuant to Article X of the Indenture, the Defeased Bonds are now secured solely by the Refunding Fund held by the Escrow Agent, and your rights, and those of the Trustee, to the funds and accounts of the Successor Agency established under the Indenture, other than the Refunding Fund, have terminated. Dated: _, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee C-2 4142-5877-7620.1 SA -3-141 SA -3-142 Urban Futures, Inc. EXHIBIT 6 MEMORANDUM TO: Successor Agency to the Community Redevelopment Agency of the City of Santa Ana FROM: Urban Futures, Inc. Michael Busch, CEO Doug Anderson, Director DATE: June 21, 2018 RE: Independent Municipal Advisor's Report: Debt Service Savings Analysis for Successor Agency to the Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Refunding Bonds (Merged Project Area), Series 2018 Background The Successor Agency to the Community Redevelopment Agency of the City of Santa Ana (the "Agency") is authorized under Section 34177.5 of the State Health and Safety Code to issue refunding tax allocation bonds ("TABs") for economic savings within the parameters set forth in Section 34177.5(a)(1) of the State Health and Safety Code (the "Savings Parameters"). In addition, Section 34177.5 of the State Health and Safety Code provides, in relevant part, that the Agency "...shall make use of an independent financial advisor in developing financing proposals and shall make the work products of the financial advisor available to the Department of Finance at its request." (State Health & Safety Code Section 34177.5(h), effective 6/27/12) Urban Futures, Inc., has been retained by the Agency to serve as its independent municipal advisor to determine compliance with the Savings Parameters for purposes of the issuance by the Agency of its Tax Allocation Refunding Bonds, Series 2018 ("2018 TABS"). This report in draft form may be used in presentations to the Agency Board and Oversight Board but will be final only after the pricing of the 2018 TABS and verification of final debt service savings. The 2018 TABS will be issued for the purpose of prepaying and defeasing certain outstanding bonds, including the former Redevelopment Agency's 2003A & B, and 2011A Bonds (the "Prior Obligations"). Pian of Refunding The financing goal is to maximize economic savings by reducing total debt service. Based on market conditions as of 6/21/18, the Underwriter (Ramirez & Co, Inc.) has provided refunding cash flows based on certain assumptions. The refunding of the Prior Obligations with proceeds of the 2018 TABS will achieve a Net PV savings of approximately $4.05 million, or 5.05% of refunded par, as shown in Table 3. The estimates assume the use of bond insurance ana a surety policy for the debt service reserve requirement, and the contribution of $5.8 million of unexpended bond proceeds into the refunding escrow. The savings generated from this refunding are anticipated to result in higher property tax distributions to the City of Santa Ana and other taxing entities in the future. SA -3-143 Refunding Results Table 1 below shows the estimated sources and uses for the 2018 TABS. Sources: Par Amount $ 73,265,000 Premium 1,646,240 $ 74,911,240 Reserve Account Release Unspent Proceeds Total Sources of Funds Uses: Refunding Escrow Deposits Cash Deposit SLGS Purchases Costs of Issuance Underwriter's Discount Bond Insurance Surety Policy Total Uses of Funds $ 6,710,261 5,800,000 $ 87,421,501 $ 15,428,975 70,710,300 $ 86,139,275 303,661 278,407 533,468 166,690 $ 87,421,501 Tables 2 and 3 below show estimated nominal debt service savings and Net PV savings based on market conditions as of 6/21/2018. 3 SA -3-144 Proposed Refunding Complies with State Law Based on the 2018 TABS proposed structure and the projected debt service savings according to numbers prepared by the Underwriter, Urban Futures, Inc. concludes that the 2018 TABS comply with the Savings Parameters as described below. SA -3-145 Debt Service Savings Less: Prior Funds on Hand (12,510,261) Plus: Refunding Funds on Hand Bond I Existing I Est. New Net PV Savings Year (9/1)1 Payments I Payments I Savings I 2019 11,095,255 1,828,961 2020 10,730,738 _9,266,294 8,754,764 1,975,974 2021 11,045,942 9,067,701 1,978,241 2022 11,385,458 9,411,620 1,973,838 2023 11,715,337 9,738,345 1,976,992 2024 12,057,350 10,081,353 1,975,997 2025 12,401,425 10,424,756 1,976, 669 2026 13,370,650 11,397,110 1,973,540 2027 5,875,525 3,898,240 1,977,285 2028 5,255,013 3,279,844 1,975,169 2029 1,300,875 1,198,000 102,875 2030 1,299, 575 1,196, 250 103,325 2031 1,301,025 1 1,197,000 104,025 Totals 108,834,168 88,911,277 19,922,891 Proposed Refunding Complies with State Law Based on the 2018 TABS proposed structure and the projected debt service savings according to numbers prepared by the Underwriter, Urban Futures, Inc. concludes that the 2018 TABS comply with the Savings Parameters as described below. SA -3-145 PV of Savings from cash flow 16,559,567 Less: Prior Funds on Hand (12,510,261) Plus: Refunding Funds on Hand 3,661 Net PV Savings 4,052,967 Proposed Refunding Complies with State Law Based on the 2018 TABS proposed structure and the projected debt service savings according to numbers prepared by the Underwriter, Urban Futures, Inc. concludes that the 2018 TABS comply with the Savings Parameters as described below. SA -3-145 A. Total debt service (principal and interest) on the refunding bonds is less than total debt service on the refunded bonds (sec. 34177.5(a)(1)(A)): Section 34177.5(a)(1)(A) requires that the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded. Table 2 shows projected total nominal debt service savings from the refunding of the Prior Obligations of $19.92 million, calculated as (i) total debt service on the Prior Obligations, minus (ii) total debt service on the 2018 TABS. Net PV savings is projected to be $4.05 million or 5.05% of total refunded par, which is above the industry standard guideline of 3% of refunded par. B. Refunding bonds principal shall be used only for refunding purposes, not for new -money (sec. 34177.5(x) (1)(B)): Section 34177.5(a)(1)(B) requires that the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance. Table 1 is the projected sources and uses of funds for the 2018 TABS, showing that all proceeds are used only for purposes associated with refundingthe Prior Obligations and to pay related costs of issuance. No proceeds of the 2018 TABS will be used for any other purposes, including new -money purposes. C. Agency shall make diligent efforts to ensure lowest long-term cost financing is obtained, to structure refunding that does not provide for any bullets or spikes or variable rates, and shall hire an independent financial advisor (sec. 34177.5(h)): Section 34177.5(h) requires the Agency to make diligent efforts to ensure that the lowest long-term cost financing is obtained and that the financing not provide for any bullets or spikes or use variable rates. The Agency has retained Urban Futures, Inc., an independent financial advisor registered with the SEC and MSRB, to monitor the pricing of the 2018 TABS. In order to achieve the lowest long-term cost of financing, thefinancing team is anticipating releasing additional cash from the reserve account into the escrow for the Prior Obligations and replacing the cash with a surety policy to satisfy the Reserve Requirement. In accordance with Section 34177.5(h), the proposed refunding structure does not provide for any bullet principal maturities, debt service spikes or variable rate debt. SA -3-146