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Home My WebLink About FULL PACKET_2019-11-05DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA September 17, 2019 CLOSED SESSION MEETING REGULAR CLOSED SESSION OF THE CITY COUNCIL AND SPECIAL SUCCESSOR AGENCY CLOSED SESSION - SEPTEMBER 17.2019 - 5:00 P.M. Mayor Pulido called the closed session meeting to order at 5:15 p.m. Seeing no one wishing to speak, Mayor Pulido recessed the meeting at 5:15 p.m. COUNCILMEMBERS Present: Mayor Pulido Mayor Pro Tern Villegas Councilmember Iglesias Councilmember Penaloza Councilmember Solorio COUNCILMEMBERS Absent: Councilmember Sarmiento STAFF Present: None PUBLIC COMMENTS - Members of the public may address the City Council on items on the Closed Session Agenda. There were no comments made. 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 LEGAL COUNSEL - EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: 1A) Salome Renteria v. City of Santa Ana, et al., United States District Court (Central Dist.), Case No. 8:18-cv- 00074 DRAFT CITY COUNCIL MINUTES 1 September 17, 2019 10A-1 City Council approved a settlement of $280,000 with a vote of 4-1 (Iglesias dissented; and Sarmiento absent). 1 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) 1 C) City of Santa Ana v. County of Orange, et al., (Cross - Complaint), U.S. District Court (Central District of California), Case No. SA CV 18-0155-DOC (KESx) 1 D) Neighbors Supporting the Recall of Juan Villegas v. Norma Mitre; Daisy Gomez, Orange County Superior Court Case No. 30-2019-01083264-CU-WM-CJC 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Human Resources Executive Director, Steven Pham Employee Organizations: A) Santa Ana Police Management Association (PMA) B) Service Employees' International Union (SEIU) Full -Time Employees RECESS REGULAR CLOSED SESSION TO SPECIAL SUCCESSOR AGENCY CLOSED SESSION. 3. SUCCESSOR ITEM - CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Section 54956.8 of the Government Code: Address of Property: South West Corner of Third and Main Street (APN# 398-601-02) (0.64 acres) Santa Ana, CA Negotiators: City Manager Kristine Ridge, and Community Development Agency Director Steven Mendoza Negotiating Party: Swinerton, Vice President, Division Manager Brian McCarthy Terms: Conditions of real property negotiations CLOSED SESSION REPORTS - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Sessions. ADJOURN CLOSED SESSIONS AND CONVENE TO THE REGULAR OPEN SESSION. REGULAR OPEN MEETING - 5:45 p.m. (Immediately following the Closed Session Meeting) C0L1InrexelZ191:1:aJiFTY&1:iall 4IIX DRAFT CITY COUNCIL MINUTES 2 September 17, 2019 10A-2 Mayor Pulido called the closed session meeting to order at 5:15 p.m. Seeing no one wishing to speak, Mayor Pulido recessed the meeting at 5:15 p.m. Mayor Pulido adjourned the closed session to the regular open session at 6:36 p.m. COUNCILMEMBERS Present: Mayor Pulido Mayor Pro Tern Villegas Councilmember Iglesias Councilmember Penaloza Councilmember Solorio COUNCILMEMBERS Absent: Councilmember Sarmiento STAFF Present: None PLEDGE OF ALLEGIANCE - MAYOR PULIDO INVOCATION - HEATHER RILEY. POLICE CHAPLAIN CEREMONIAL PRESENTATIONS 1. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER SOLORIO recognizing the Presidents of Santa Ana's Youth Soccer Leagues, Uriel Chavez, Alfredo Gomez, Pedro Magallon, Juan Mejia, and Jesus Rodriguez for their contributions to the community. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. PUBLIC COMMENTS - Pursuant to Government Code Sec. 54954.3, members of the public may address either the City Council or any of the City's other related entities, such as the Housing Authority, Successor Agency or other legislative bodies, meeting in conjunction with this scheduled meeting. Public comments may be made on any and all matters within the City of Santa Ana's jurisdiction or the jurisdiction of the other related entities. At the discretion of the Chair, at the first Public Comment portion of the meeting, all comments may be considered jointly. The public will be given the opportunity to speak three (3) minutes on any and all matters contained on any of the Consent Calendar and Business Calendar items and/or on issues of public interest within the jurisdiction of the City. For public hearings, members of the public shall be given three (3) minutes for each duly noticed hearing (unless the matter is continued prior to taking public testimony). All requests to speak shall be submitted in writing to the Clerk of the Council at the beginning of the meeting and before Public Comments DRAFT CITY COUNCIL MINUTES 3 September 17, 2019 10A-3 begin. Speaker forms will be available at the meeting. REQUESTS TO SPEAK SHALL NOT BE ACCEPTED AFTER THE PUBLIC COMMENT SESSION BEGINS WITHOUT PERMISSION OF THE MAYOR. When speaking, all persons addressing the City Council shall follow the rules of decorum as detailed on the back of the speaker form. The presiding officer shall have the power and responsibility to enforce decorum and order of the meeting as set forth in Section 2-104(c) of the Santa Ana Municipal Code. None. CONSENT CALENDAR MOT/ON: Approve staff recommendations on the following Consent Calendar items: Items 10A through 39B. ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF JULY 2, 2019 {Strategic Plan No. 5, 1) — Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. ADOPT ORDINANCE NO. NS-2974 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018- 07 PRE -ZONING THE PROPERTIES LOCATED WITHIN AN UNINCORPORATED COUNTY ISLAND PROPOSED FOR ANNEXATION GENERALLY LOCATED AT THE NORTHEAST CORNER OF SEVENTEENTH STREET AND TUSTIN AVENUE {STRATEGIC PLAN NO. 5, 1) — Planning and Building Agency Placed on first reading at the September 3, 2019 City Council meeting and approved by a vote of 5-0 (Villegas absent). Published in the Orange County Reporter on September 6, 2019. MOTION: Place ordinance on second reading and adopt. 11 B. ADOPT ORDINANCE NO. NS-2975 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CHANGING THE BOUNDARIES OF WARD 3 IN CONJUNCTION WITH THE PROPOSED 24.78-ACRE COUNTY ISLAND ANNEXATION GENERALLY LOCATED AT THE NORTHEAST CORNER OF SEVENTEENTH STREET AND TUSTIN AVENUE {STRATEGIC PLAN NO. 5, 1) — Planning and Building Agency Placed on first reading at the September 3, 2019 City Council meeting and approved by a vote of 5-0 (Villegas absent). Published in the Orange County Reporter on September 6, 2019. DRAFT CITY COUNCIL MINUTES 4 September 17, 2019 10A-4 MOT/ON: Place ordinance on second reading and adopt. IJ46Y01:14A9►1xil�by9QJiI1►1631:LAIEel 0 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office 1A) Salome Renteria v. City of Santa Ana, et al., United States District Court (Central Dist.), Case No. 8:18-cv-00074.City Council approved a settlement of $280,000 with a vote of 4-1 (Iglesias dissented; and Sarmiento absent), Agreement No. 2019-159. 19B. EXCUSED ABSENCES — Clerk of the Council Office Excuse the absence of Councilmember Sarmiento. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE A LEASE AGREEMENT WITH ALDRIDGE ELECTRIC, INC., FOR STORAGE SPACE AT THE CORPORATE YARD LOCATED AT 220 S. DAISY STREET TOTAL POTENTIAL REVENUE: $72,432 {STRATEGIC PLAN NO. 3, 2C) - Public Works Agency Authorize the City Manager to execute a site lease agreement with Aldridge Electric, Inc., to compensate the City $2,500 per month, with any partial month prorated at $82 per day, for the lease of 1,100 square feet of interior storage space and 7,000 square feet of exterior storage space located at the Corporate Yard, for a term beginning on September 18, 2019, and ending February 19, 2021, with an option for twelve one -month extensions, for a total of $72,432 in lease revenue for the entire term of the agreement, including optional extensions, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2019-XXX). 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-026 - Recognizing Fiscal Year 2019-20 lease income in the amount of $23,568 into the Corporate Yard Operations Rental -Aldridge Electric revenue account and appropriating the same amount to the Corporate Yard Contract Services -Professional expenditure account. This Consent Item - Agreement No. 2019-160 was approved. 20B. APPROVE AN APPROPRIATION ADJUSTMENT ACCEPTING DEVELOPER FUNDS IN THE AMOUNT OF $296, 940 AND APPROVE AGREEMENTS WITH DEVELOPER AND RAILROAD COMPANY FOR INSTALLATION OF RAILROAD DRAFT CITY COUNCIL MINUTES 5 September 17, 2019 10A-5 ENHANCEMENTS ON DYER ROAD BETWEEN RED HILL AVENUE AND PULLMAN STREET (DP2014-20) {STRATEGIC PLAN NO. 6, 11 - Public Works Agency Authorize the City Manager to execute an agreement with BNSF Railway Company to construct railroad crossing enhancements on Dyer Road, for the term commencing September 17, 2019, and ending upon construction completion, for the estimated cost of $296,940, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A- 2019-XXX). 2. Authorize the City Manager to execute a reimbursement agreement with the Developer, PR/Broadstone Heritage I LLC, whereby the Developer agrees to pay the City for all costs related to the construction of railroad crossing enhancements on Dyer Road, for the term commencing September 17, 2019, and ending upon completion of all work and all reimbursements are paid in full, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2019-XXX). 3. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020-032 - Recognizing a Developer deposit of $296,940 into the Select Street Construction, Developer Contributions In Lieu revenue account, and appropriating the same amount into the Select Street Construction, Contract Services -Professional expenditure account. This Consent Item - Agreement Nos. 2019-161 and 2019-162 were approved. 20C. APPROVE AN APPROPRIATION ADJUSTMENT AND FIRST AGREEMENT AMENDMENT WITH SERCO, INC., FOR RENTAL OF PARKING SPACES AT THE CORPORATE YARD - STORES FACILITY TOTAL REVENUE: $13,656 {STRATEGIC PLAN NO. 1, 5) - Public Works Agency Authorize the City Manager to execute a first amendment to the site lease agreement with Serco, Inc., for the lease of an additional six parking spaces located at the Corporate Yard, at the rate of $300 per month ($50 per parking space), with any partial month prorated at $12 per day ($2 per parking space), for the term beginning September 18, 2019, and ending June 30, 2020, with an option for three one-year extensions, for a net revenue increase of $13,656 for the entire term of the agreement, including optional extensions, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2019-XXX). Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020 — 027 - Recognizing Fiscal Year 2019-20 lease income of $2,856 into the Corporate Yard Operations Rental- Serco revenue account and appropriating the same amount to the Corporate Yard Contract Services -Professional expenditure account. DRAFT CITY COUNCIL MINUTES September 17, 2019 10A-6 This Consent Item - Agreement No. 2019-163 was approved. 20D. APPROVE AN AGREEMENT ACCEPTING $585,500 FROM THE STATE OFFICE OF TRAFFIC SAFETY FOR THE SELECTIVE TRAFFIC ENFORCEMENT PROGRAM GRANT AND APPROPRIATION ADJUSTMENT {STRATEGIC PLAN NO. 1, 3B) - Police Department Authorize the City Manager to execute a one-year agreement with the State of California - Office of Traffic Safety for Selective Traffic Enforcement Program (STEP) Grant funds, for the period of October 1, 2019 through September 30, 2020, in an amount not to exceed $585,500, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2019-XXX). Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2020 — 028 - Recognizing State of California, Office of Traffic Safety, Selective Traffic Enforcement Program (STEP) Grant funds in the amount of $585,500 in the Office of Traffic Safety revenue account and appropriate same to expenditure accounts. This Consent Item - Agreement No. 2019-164 was approved. SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A. AMENDMENT TO THE BLANKET ORDER CONTRACTS FOR PROMOTIONAL ITEMS AND SERVICE AWARD IN THE AMOUNT OF $110,000 FOR A TOTAL NOT TO EXCEED $185,000 (SPECIFICATION NO. 17-125) {STRATEGIC PLAN NO. 7,2) - Finance and Management Services Agency MOTION: Amend the blanket order contracts aggregate amount for Citywide promotional items and service awards in the amount of $110,000 for a total annual amount not to exceed $185,000 subject to non -substantive changes approved by the City Manager and City Attorney. AGREEMENTS 25A. APPROVE THE FIRST AMENDMENT TO THE AGREEMENT WITH THE ORANGE COUNTY CONSERVATION CORPS IN THE AMOUNT OF $14,935.85 TO ENHANCE SERVICES FOR AT -RISK YOUTH {STRATEGIC PLAN NO. 2, 4) - Community Development Agency MOTION: Authorize the City Manager to execute a first amendment to the agreement with the Orange County Conservation Corps to provide workforce development programs for at -risk youth by an additional amount of $14,935.85 for a total amount not to exceed $129,935.85 for the period of September 17, 2019 to June 30, 2020, subject to non - substantive changes approved by the City Manager and the City Attorney (Agreement. No. A-2019-XXX). DRAFT CITY COUNCIL MINUTES September 17, 2019 10A-7 This Consent Item - Agreement No. 2019-165 was approved. 25B. APPROVE AMENDMENT TO THE AGREEMENT WITH HF&H CONSULTANTS, LLC, FOR SOLID WASTE CONSULTANT SERVICES IN AN AMOUNT NOT TO EXCEED $221,119 {STRATEGIC PLAN NO. 4, 1 and 51 — Public Works Agency MOTION: Authorize the City Manager to amend the agreement with HF&H Consultants, LLC, by expanding the scope of work for Solid Waste Consulting Services and including additional contract extension negotiation services to address organics recycling and green waste legislation; extending the term through June 30, 2022, with a provision for one 1-year optional extension exercisable by the City Manager and City Attorney; and increasing the total compensation by $184,266, plus a 20% contingency of $36,853, for a total increase of $221,119, and resulting in total compensation not -to -exceed $441,919, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement. No. A-2019-XXX). This Consent Item - Agreement No. 2019-166 was approved. IA9►19111`98LTA _AaIA:RI IJi16Yy��9►1xi1�1`�A_1II�1�l`9q 39A. APPROVE STREET NAMING NO. 2019-01 TO RENAME A STREET SEGMENT WITHIN THE SANTA ANA AUTO MALL "ROGER PENSKE DRIVE" {STRATEGIC PLAN NO. 5, 4) — Planning and Building Agency Planning Commission approved recommended action on August 12, 2019 by a vote of 6-0. MOTION: Approve Street Naming No. 2019-01 to rename a street segment within the Santa Ana Auto Mall, from Dan Gurney Drive to "Roger Penske Drive." Mayor Pulido motioned to approve recommendation, seconded by Mayor Pro Tern Villegas. MOTION: Mayor SECOND: Mayor Pro Tern Villegas Pulido VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio, Councilmember Sarmiento (6) NOES: None (0) ABSTAIN: None (0) ABSENT: None (None) DRAFT CITY COUNCIL MINUTES 8 September 17, 2019 10A-8 Mayor requested that Penske come to the Council meeting and be recognized for all that they have done for Santa Ana. 39B. APPROVE RENAMING THE SKATE PARK AT CENTENNIAL PARK "PAT MCGUIGAN SKATE PARK" {STRATEGIC PLAN NO. 5, 4) — Parks, Recreation and Community Services Agency MOT/ON: Approve renaming of the Centennial Park skate park to the "Pat McGuigan Skate Park." Councilmember Penaloza motioned to adopt, seconded by Mayor Pulido. MOTION: Councilmember SECOND: Mayor Pulido Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Sarmiento (Councilmember Sarmiento) Council Member Penaloza requested that maintenance be provided in addition to renaming. Mayor Pro Tern Villegas motioned to approve the consent calendar items, seconded by Councilmember Penaloza. MOTION: Mayor Pro SECOND: Councilmember Penaloza Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Sarmiento (Councilmember Sarmiento) DRAFT CITY COUNCIL MINUTES 9 September 17, 2019 10A-9 END OF CONSENT CALENDAR I:i�)t91►1��YH_1��►1UG1:7 1:7�Y�A�>tr[�7► 55A. ADOPT A RESOLUTION OPPOSING THE ESTABLISHMENT OF CLEAN NEEDLE AND SYRINGE EXCHANGE PROGRAM OPERATIONS IN THE CITY OF SANTA ANA {STRATEGIC PLAN NO. 51 — City Manager's Office MOT/ON: Adopt a resolution. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ANNOUNCING ITS OPPOSITION TO THE ESTABLISHMENT OF CLEAN NEEDLE AND SYRINGE EXCHANGE PROGRAM OPERATIONS IN THE CITY Councilmember Solorio motioned to approve recommendation, seconded by Councilmember Iglesias. MOTION: Councilmember SECOND: Councilmember Iglesias Solorio VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Sarmiento (Councilmember Sarmiento) 60A. APPROVE SECOND EXCLUSIVE NEGOTIATION AGREEMENT WITH THRIVE SANTA ANA, INC. FOR 1901 WEST WALNUT STREET (APN 007-332-08) {STRATEGIC PLAN NO. 7, 6) - Community Development Agency 1. Authorize the City Manager to execute a Second Exclusive Negotiation Agreement with THRIVE Santa Ana, Inc., for 1901 West Walnut Street, Santa Ana, for the period of one hundred and eighty (180) consecutive calendar days commencing on September 17, 2019, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2019-XXX). 2. Authorize the City Manager to negotiate a Disposition and Development Agreement with THRIVE Santa DRAFT CITY COUNCIL MINUTES 10 September 17, 2019 10A-10 Ana, Inc., for the development of a microfarm at 1901 West Walnut Street, Santa Ana. Iall:II[NZKe7IAIJl1:11►11 Lucero Garcia spoke in support of the item. Luis Sarmiento spoke in support of the item. Councilmember Solorio motioned to adopt, seconded by Mayor Pulido. MOTION: Councilmember Solorio VOTE: AYES: NOES ABSTAIN: FA-1;9=ILIIF REPORTS SECOND: Mayor Pulido Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio (5) None (0) None (0) Councilmember Sarmiento (Councilmember Sarmiento) 65A. APPROVE APPROPRIATION ADJUSTMENTS TO CARRYOVER UNSPENT AMOUNTS FROM FISCAL YEAR 2018-19 TO FISCAL YEAR 2019-20 AND APPROPRIATE $4.0 MILLION OF ADDITIONAL REVENUE FOR FISCAL YEAR 18-19 {STRATEGIC PLAN NO. 4, 1) — Finance and Management Services Agency MOTION: Approve appropriation adjustments 2019-180 and 2020-029. (Requires five affirmative votes). 1. Approve an Appropriation Adjustment to reduce the Fiscal Year 18-19 budget for unspent amounts to be carried over to Fiscal Year 19-20. 2. Approve an Appropriation Adjustment to increase the Fiscal Year 19-20 budget for amounts carried forward from Fiscal Year 18-19. 3. Approve an Appropriation Adjustment to move Fiscal Year 19-20 budget in the Addressing Maintenance Enhancing Services (AMES) fund, from the Reserve Appropriations account to the appropriate accounts for expenditure. 4. Approve an Appropriation Adjustment in the amount of $4.0 million based upon the availability of Revenue DRAFT CITY COUNCIL MINUTES 11 September 17, 2019 10A-11 within the General Fund (Fund 011) as follows: Roadway Maintenance ($2.0 million) for expenditure during Fiscal Year 2018-19, Quality of Life Team (QOLT) to be carried to Fiscal Year 19-20 for expenditure ($1.0 million), and additional Youth Spending via a transfer to the Cannabis Public Benefit Fund for expenditure during Fiscal Year 19-20 ($1.0 million). Mayor Pro Tern Villegas motioned to adopt, seconded by Councilmember Solorio. MOTION: Mayor Pro SECOND: Councilmember Solorio Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Sarmiento) Sarmiento (Councilmember 65B. AUTHORIZE STAFF TO PREPARE DOCUMENTS FOR PROPOSED WATER AND SEWER RATE ADJUSTMENTS AT A COST NOT TO EXCEED $75,000 {STRATEGIC PLAN NO. 6, 1 H) - Public Works Agency MOT/ON: Authorize and direct staff to prepare all required documents necessary to proceed with notification of proposed water and sewer rate adjustments in compliance with Proposition 218 requirements, including, but not limited to, the following: a. Prepare and mail proposed rate adjustment notices to all Santa Ana property owners in compliance with Proposition 218 requirements at cost not to exceed $75,000; b. Schedule a public hearing at a future Council meeting, on or after November 5, 2019; C. Prepare all other documents required to proceed with proposed water and sewer rate adjustments. d. Explore the feasibility of implementing a water and sewer low-income assistance program. Councilmember Solorio motioned to continued, seconded by Mayor Pro Tern Villegas. DRAFT CITY COUNCIL MINUTES 12 September 17, 2019 10A-12 MOTION: Councilmember Solorio VOTE: AYES: NOES ABSTAIN: ABSENT: Iall:II[do p1:F9:71►Eely SECOND: Mayor Pro Tern Villegas Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio (5) None (0) None (0) Councilmember Sarmiento (Councilmember Sarmiento) 75A. PUBLIC HEARING — APPROVE AN UPDATE TO THE CITIZEN PARTICIPATION PLAN FOR HOME INVESTMENT PARTNERSHIPS PROGRAM (HOME), EMERGENCY SOLUTIONS GRANTS PROGRAM (ESG) AND COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM (CDBG) PROGRAMS {STRATEGIC PLAN NO 5, 11 — Community Development Agency Community Redevelopment and Housing Commission approved recommended action on August 14, 2019 by a vote of 7-0 (Frazier and Tardif absent). Legal Notice published in the Orange County Register on August 30, 2019. MOT/ON: Authorize the submission of the Citizen Participation Plan to the U.S. Department of Housing and Urban Development. Mayor Pulido opened and closed the public hearing at 7:10 p.m. Councilmember Solorio motioned to approve recommendation, seconded by Mayor Pro Tern Villegas. MOTION: Councilmember SECOND: Mayor Pro Tern Villegas Solorio VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio, Councilmember Sarmiento (6) NOES: None (0) ABSTAIN: None (0) ABSENT: None (None) DRAFT CITY COUNCIL MINUTES 13 September 17, 2019 10A-13 JOINT SESSION OF THE CITY COUNCIL AND THE HOUSING AUTHORITY 80A. JOINT SESSION - APPROVE AMENDED AND RESTATED AFFORDABLE HOUSING LOANS AND SUBORDINATION AGREEMENTS FOR THE REHABILITATION OF CORNERSTONE APARTMENTS {STRATEGIC PLAN NO. 4, 5) —Community Development Agency CITY COUNCIL ACTION Authorize the City Manager to execute an Amended and Restated Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation) for $5,128,152 in HOME Investment Partnerships Program (HOME) funds by consolidating and replacing ten existing HOME Program loans in order to rehabilitate 126 units of existing affordable housing at 805, 810, 815, 816, 825, 828, 835, and 904 S. Minnie Street, Santa Ana, California, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2019-XXX). Authorize the City Manager to execute a Subordination Agreement with MUFG Union Bank, N.A., for the City's Amended and Restated HOME Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation), subject to non -substantive changes approved by the City Manager and City Attorney(Agreement No. A-2019-XXX). HOUSING AUTHORITY ACTION Authorize the Executive Director of the Housing Authority to execute an Amended and Restated Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation) for $2,054,327 in Housing Successor Agency funds by consolidating and replacing thirty-three existing Housing Successor Agency loans in order to rehabilitate 126 units of existing affordable housing at 805, 810, 815, 816, 825, 828, 835, and 904 S. Minnie Street, Santa Ana, California, subject to non -substantive changes approved by the Executive Director and Authority General Counsel. Authorize the Executive Director of the Housing Authority to execute a Subordination Agreement with MUFG Union Bank, N.A., for the Housing Authority's Amended and Restated Housing Successor Agency Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation), subject to non -substantive changes approved by the Executive Director and Authority General Counsel. Councilmember Solorio motioned to approve, seconded by Mayor Pulido. MOTION: Councilmember SECOND: Mayor Pulido Solorio DRAFT CITY COUNCIL MINUTES 14 September 17, 2019 1 OA-14 VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio, Councilmember Sarmiento (6) NOES: None (0) ABSTAIN: None (0) ABSENT: None (None) COUNCIL AGENDA ITEMS - 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. Only action available to City Council is to provide direction to City Manager. 85A. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO DIRECT STAFF AS APPROPRIATE, THE CITY'S CURRENT MUNICIPAL CODE REGARDING LIVING IN RECREATIONAL VEHICLES (RVS) AND NEED TO UPDATE IT TO BETTER COMPLY WITH CURRENT STANDARDS - COUNCILMEMBER SOLORIO Councilmember Solorio requested for a resolution for enforcement of recreational vehicles (RVs) and large vehicle code and requested for an update. Council Member Iglesias requested that permit parking be provided to residents as an option to park large size vehicles. Council Member Penaloza spoke in support of the item. 85B. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO DIRECT STAFF TO BRING FORWARD A RESOLUTION TO OPPOSE THE TRUMP ADMINISTRATION'S GROSS AND HATEFUL CHANGE TO THE "PUBLIC CHARGE" RULE, WHICH WILL NEGATIVELY IMPACT SANTAANA'S MOST VULNERABLE RESIDENTS AND IMMIGRANT COMMUNITY - COUNCILMEMBER PENALOZA PUBLIC COMMENT Claudio Gallegos, representing Congressman Lou Correa, spoke in support of the item. Council Member Penaloza requested that a resolution be brought to Council to adopt in opposition to the current change of the public charge rule. Mayor Pro Tern Villegas recessed the meeting 7:29 p.m. and reconvened at 7:30 p.m. Council Member Iglesias that educational efforts be added to the resolution. DRAFT CITY COUNCIL MINUTES 15 September 17, 2019 10A-15 Councilmember Penaloza motioned to adopt as amended, seconded by Mayor Pulido. MOTION: Councilmember SECOND: Mayor Pulido Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Sarmiento (Councilmember Sarmiento) 85C. DISCUSS AND CONSIDER DIRECTING CITY MANAGER TO DIRECT STAFF TO PROVIDE AN UPDATE TO COUNCIL ON THE EFFORTS OF THE QUALITY OF LIFE TEAM (QOLT) — MAYOR PRO TEM VILLEGAS Deputy Chief Gominsky provided an update on the efforts of the Quality of Life Team (QOLT). Mayor Pro Tern Villegas spoke in support of increasing efforts of the Quality of Life Team. Council Member Penaloza spoke in support of increasing efforts of the Quality of Life Team. Council Member Solorio spoke in support of increasing efforts of the Quality of Life Team. Council Member Iglesias requested that Parks and Recreation provide an update on how the parks are being cleaned. Mayor Pulido requested that the police officers intervene with homelessness. COMMENTS Dwayne Kelly, Gracias Music Foundation, spoke regarding the non-profit music foundations and the programs provided; and announced an invitation to the Christmas Cantata event which will be held on September 29, 2019. Wendy Aragon spoke in support of the Pet Assistance Foundation. Carol Barnes spoke in support of the Pet Assistance Foundation. Paul Cook -Giles spoke in support of the City Seal and the inclusive motto "E Pluribus Unum," which is Latin for 'one from many". DRAFT CITY COUNCIL MINUTES 16 September 17, 2019 10A-16 Judy Bishop spoke in support of the Pet Assistance Foundation. Dale Helvig spoke regarding the quality of life dictating a healthy city are addressing the homelessness and adding parks. 90A. CITY MANAGER'S COMMENTS City Manager Ridge provided a brief report. 90B. CITY COUNCILMEMBER COMMENTS 1. AB1234 DISCLOSURE — If the City paid for travel or other expenses this is the time for members of the Council to provide a brief oral report on attendance of any regional board or commission meeting or any conference, meeting or event attended. A) September 9, 2019 Mayor Pulido — Meeting with Governor Newsom, Sacramento, CA 2. Oral Reports from standing or ad -hoc city COUNCIL COMMITTEES Council Member Solorio made community announcements. Council Member Penaloza made community announcements. Council Member Iglesias made community announcements. Mayor Pro Tern Villegas made community announcements. Mayor Pulido made community announcements. ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, October 1, 2019 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. FUTURE AGENDA ITEMS 1. CONSIDERATION OF CHARTER REVIEW I"+�H9►1►/_1:I6YKi7►6Y�1Jilir[�7►��i1�J►[elq 3. HOMELESSNESS STRATEGIC PLAN 4. OVERSIZED VEHICLES ORDINANCE DRAFT CITY COUNCIL MINUTES 17 September 17, 2019 10A-17 HOUSING AUTHORITY SPECIAL MEETING - SEPTEMBER 17, 2019 CALL TO ORDER CHAIRPERSON PULIDO PUBLIC COMMENT ON AGENDA ITEMS AND ITEMS OF PUBLIC INTEREST - (Refer to page 2 "Public Input" for description.) CONSENT CALENDAR MOT/ON: Approve staff recommendation on Consent Calendar Item: 1 1. EXCUSED ABSENCES la►uz.»K.�►�ya►rre_��a►u�_v� I:i�b91►1��YH_1��►1UG1:7 JOINT SESSION OF THE CITY COUNCIL AND THE HOUSING AUTHORITY AGENCY 2. JOINT SESSION — APPROVE AMENDED AND RESTATED AFFORDABLE HOUSING LOANS AND SUBORDINATION AGREEMENTS FOR THE REHABILITATION OF CORNERSTONE APARTMENTS {STRATEGIC PLAN NO. 4, 5) HOUSING AUTHORITY 1.Authorize the Executive Director of the Housing Authority to execute an Amended and Restated Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation) for $2,054,327 in Housing Successor Agency funds by consolidating and replacing thirty-three existing Housing Successor Agency loans in order to rehabilitate 126 units of existing affordable housing at 805, 810, 815, 816, 825, 828, 835, and 904 S. Minnie Street, Santa Ana, California, subject to non -substantive changes approved by the Executive Director and Authority General Counsel. 2. Authorize the Executive Director of the Housing Authority to execute a Subordination Agreement with MUFG Union Bank, N.A., for the Housing Authority's Amended and Restated Housing Successor Agency Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation), subject to non -substantive changes approved by the Executive Director and Authority General Counsel. CITY COUNCIL DRAFT CITY COUNCIL MINUTES 18 September 17, 2019 10A-18 Authorize the City Manager to execute an Amended and Restated Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation) for $5,128,152 in HOME Investment Partnerships Program (HOME) funds by consolidating and replacing ten existing HOME Program loans in order to rehabilitate 126 units of existing affordable housing at 805, 810, 815, 816, 825, 828, 835, and 904 S. Minnie Street, Santa Ana, California, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a Subordination Agreement with MUFG Union Bank, N.A., for the City's Amended and Restated HOME Loan Agreement with Cornerstone Housing Partners LP (c/o Jamboree Housing Corporation), subject to non -substantive changes approved by the City Manager and City Attorney. Item considered and voted during the Joint Regular Open Session, Item 80A, and Special Housing Authority meeting. 1�►1�Z�7�:i�11,y1►1��Y�7_1��►1�7_1:7 W.wiwia►r0 3. HOUSING AUTHORITY MEMBER COMMENTS - AT THIS TIME Housing Authority members may comment on non -agenda matters and ask questions of or give directions to staff. NO action may be taken on non -agenda items unless authorized by law. ADJOURNMENT Mayor Pulido adjourned the meeting at 7:11 p.m. DRAFT CITY COUNCIL MINUTES 19 September 17, 2019 10A-19 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: ADOPT A RESOLUTION OF INTENT TO LEVY 2020 ASSESSMENT FOR DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT {STRATEGIC PLAN NO. 3, 4F} /s/ Kristine CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve the 2020 Assessment Report for the Downtown Santa Ana Business Improvement District (BID), which is administered by two organizations - the Santa Ana Business Council and Downtown Incorporated. 2. Adopt a resolution of intention to levy an annual business license tax assessment for the 2020 calendar year and establish a time and place for a public hearing to be held by the City Council on December 3, 2019 to hear and consider all protests. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its meeting on October 23, 2019, by a vote of 5:0 (Garcia absent), the Community Redevelopment and Housing Commission approved the following: 1. Find that the 2020 Downtown Santa Ana Business Improvement District (BID) Assessment Report complies with the California Streets and Highways Code 36533. 2. Recommend that the City Council direct the Executive Director of the Community Development Agency to file the 2020 BID Assessment Report with the Clerk of the Council for City Council approval or modification. BACKGROUND On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to state law, creating a Business Improvement District (BID) in Downtown Santa Ana. The BID was established as a means of providing the Downtown business community with the funding to promote events and create promotional materials, increase the security presence, enhance maintenance of the downtown shopping corridors, and implement streetscape improvements to 12A-1 Downtown Business Improvement District Intent to Levy Assessment for 2020 November 5, 2019 Page 2 the area. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary. On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments, including the annual budget. DISCUSSION The 2020 Assessment Report contains the basis and method of levying the assessment, estimated activities and budgets from the two business associations - the Santa Ana Business Council and Downtown Inc., and a map of the BID boundaries (Exhibit 1). The Assessment Report presented for consideration and recommended for approval has been reviewed and was determined to meet state law requirements. After approval of the report, the next course of action is to conduct a public hearing where downtown merchants can vote in favor or against the BID renewal. The Public Hearing is scheduled for December 3, 2019. Terms The City Council activated the current BID on July 1, 2013. To administer the activities of the BID, the City executed operating agreements with Downtown Inc. and the Santa Ana Business Council in an effort to address the needs of the two business associations. These agreements contain provisions to ensure proper administration and distribution of funds such as the annual budget, financial record keeping, fund distribution, board composition and meeting requirements. The Agreements are renewed automatically in one-year renewal terms, unless either party gives at least two months' notice of termination, or if the BID is not approved in any given year. If the BID is successfully renewed, each organization will receive approximately $100,000 (collected from the business license tax fee) per calendar year (January through December) and may carry over unspent funds into the next year. In FY2018-19, the BID, through the efforts of Downtown Inc. and the Santa Ana Business Council, accomplished several successful events and promotions that drew thousands of visitors to Downtown Santa Ana. These events and promotions included: monthly First Saturday Artwalks, Artwalk Trolley, Savor Santa Ana, Boca De Oro Literary Festival, Santa Ana Media Summit, activation of the Promenades, Estrella TV promotion, monthly Santa Ana Sidewalk Sales, and the weekly Downtown Santa Ana newsletter. Both organizations also maintain social media accounts with over 35,000 active followers. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet 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 F (Partner with downtown business and merchant associations to program events that showcase restaurants, shopping and entertainment venues). 12A-2 Downtown Business Improvement District Intent to Levy Assessment for 2020 November 5, 2019 Page 3 FISCAL IMPACT There is no direct fiscal impact associated with this action. The City collects the BID revenue from businesses within the BID boundary and distributes funding to each organization, in accordance with approved operating agreements. Revenues will be deposited equally in the BID Trust and Agency Fund and distributions to each organization will be made from the same accounts as follows: Fiscal Year Accounting Fund Description Accounting Unit, Estimated Unit -Account Account Description Amount FY 19-20 09301001-24036 Business Improvement Trust & Agency, $50,000 Jan. — June District Downtown Inc. FY 19-20 09301001-24043 Business Improvement Trust & Agency, Santa $50,000 (Jan. — June) District Ana Business Council FY 20-21 09301001-24036 Business Improvement Trust & Agency, $50,000 Jul —Dec. District Downtown Inc. FY 20-21 09301001-24043 Business Improvement Trust & Agency, Santa $50,000 Jul —Dec. District Ana Business Council Total Amount $200,000 r_� � � :z.�.� a.�,F� r.� 1n r u�y_� ► u�_�KK.m r r r,� Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibits: 1. 2020 Assessment Report a) Attachment A - Business Improvement District Boundary b) Attachment B - 2020 Annual Assessment Formula c) Attachment C - Proposed Budget Summary 2. Resolution 12A-3 DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT 2020 ASSESSMENT REPORT Background On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to Section 36500, et seq., of the 1979 State of California Streets and Highways Code, creating a Business Improvement District (BID) in Downtown Santa Ana. On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments (including the annual budget). The BID was established as a means of providing the Downtown business community with the funding to promote the Downtown through events and advertising pieces; funding to increase security and enhance the overall aesthetics of the area; and also to maintain the downtown shopping corridors. Improvement Area Boundaries The geographic boundaries of the district remain unchanged from the original 1984 area, and they include over 600 retail, service, and professional members (see Exhibit 2). Assessment Formula The formula for the BID tax levy also remains unchanged from the original 1984 ordinance and is based on the category and/or sales volumes of the business (see Attachment A). 2020 Budget Plan Based on the feedback from the two Associations, Downtown Inc. and the Santa Ana Business Council, the 2020 BID Budget focuses on the continuation of promotions and marketing of the BID. Some of the promotion and marketing will be focused on Downtown events and advertising pieces, which are all designed to enhance the overall aesthetics of the area and also to maintain the downtown shopping corridors. Detailed breakdowns of the two groups' budgets are attached (Attachment B). The assessments from the 2020 BID are estimated at $200,000 to be split evenly by Downtown Inc. and the Santa Ana Business Council —the two business groups that have spearheaded this BID process. Any remaining funds from the previous year will be incorporated into a reserve fund for the groups' 2020 budgets. This reserve funding may be used for additional events and promotions throughout the year. In 2020, the two representative business associations are proposing to host and/or sponsor a variety of community events and promotions, including: ANNUAL EVENTS • Boca de Oro (SABC, SAUSD, CE & Oasis International) • Fashion Show (SABC, CTE, SAUSD, SAC, DTSA) • Spring Festival (SABC) • Easter Festival (SABC) • Savor (DTI & SABC) • Annual Forum (DTI & SABC) • Business Luncheon (DTI & SABC) • Rocktober Festival (Brianna/ SABC) • Black Friday & Small Business Saturday (DTI & SABC) • Blade Cup (East End) • Block Party (East End) • Viva La Vida (Rudy Cordova) • Tree Lighting Ceremony (Santa Ana P&R) • Plaza Navidenas (Santa Ana P&R) 12A-4 • Elder Adults Festival (Tish Leon, Senior Center) • Shakespeare in the Parks (Santa Ana P&R) • 5K Run (Santa Ana P&R) • Dia del Nino (El Centro Cultural de Mexico/ Sponsored SABC) • Soundwave Festival (Stephan Anderson & Yenny Bernal) • Dia de La Mujeres (Priscilla Hernandez/ Permit SABC, Calle Cuatro Plaza) • OC Pride (LGBTQ Center for OC) QUARTERLY EVENTS • Golden Years Festival (Sara Sunderman, Second Street Promenade) BI QUARTERLY EVENTS Patchwork Festival (Dear Handmade Life, 3rd Street) The Coop (Clayton @ Slushcult, Second Street Promenade) MONTHLY EVENTS • Art walk (Dancing on the Street, Callejon de Beso ) (1st Saturdays, SABC, Second Street Promenade) • Cumbia Nights (2"d Saturdays, SABC & DTI Sponsored/Permit, Second Street Promenade) • Witch walk (3rd Saturdays, SABC Permit, Second Street Promenade) • Alternative Bazaar (4'h Saturdays, SABC Permit, Second Street Promenade) • Amigas Social Club (Business Mixer/Workshops, Alta Baja Market) • Sketch Book Club (Adriana Martinez, Art Workshops, Alta Baja Market) • Yellow Turtle Studios (Nancy Alcala/ Clay Workshops, Spurgeon Paseo) • Libromobile (Authors/ Readings/ Workshops, Spurgeon Alley) • Rooftop Cinema (Frida Cinema House & SABC, Parking Garage, Yost Parking Lot) BI-MONTHLY • Side Walk Sales (SABC) (11' and 3rd Weekend of the Month, SABC Permit) • Restaurant Association Meetings • Bridal Association Meetings WEEKLY EVENTS • Clowns & Face Painting (Every Saturday, SABC) • Loteria Mexicana/ Spurgeon Paseo (Every Sunday,SABC) • Santa Ana Sundays Series (Every Sunday, SABC) • Discount Wednesday (Every Wednesday, SABC) ONE TIME EVENTS • Pup Parade (Dehlila Snell, Alta Baja Market) • Univision Pop Up Concert, Kevin Ortiz ( SABC & DTI, Sponsorship/ Permits for Calle Cuatro Plaza) • Tom Umburg Swearing -in Ceremony ( SABC & DTI, Permits for Second Street Promenade) • CSUF orientation welcoming the Titans (Second Street Promenade) Other programming for the associations will include ongoing social media marketing, funding for the Downtown Restaurant Association, Bridal Association, Art Association, Professional Internship Programs, downtown stakeholder meetings, holiday promotions, website development and maintenance, and ongoing support for small businesses. 12A-5 rt� V"f Ln Lill �3 V O T3 1M r+ 0 LA r+ r+ I ATTACHMENT A BUSINESS IMPROVEMENT DISTRICT BOUNDARY FLOWER ST. Z� x 4 BIRCH ST. ❑ O El ! ❑ ❑❑�� 57. SYCAMORE ST. F-1 F] F-1 F BUSH ST. F-1 F-1 ❑ ❑ SPURGEON i 1:1 El ❑ 1:1 ❑ ST. FRENCH ST. MONfIMEN Si. 12A-6 ATTACHMENT 2020 ANNUAL ASSESSMENT FORMULA The following businesses located within the boundaries of the Business Improvement District (BID), classified under City Ordinance NS 1690 as Amusement Services, Pawnbrokers, Service Station and Classification A, including, but not limited to Retail Sale of Goods, Hotel and Motels, Theaters and Food Establishments, shall pay an amount equal to one and one-half times their annual business license fee. Businesses classified as Commercial Rental Property, Rental Property, Residential and Rooming House shall pay an amount equal to one -quarter times their annual business license fee. All other businesses, including Professions, Trades and Services within the boundaries of the proposed Business District, shall pay an amount equal to their annual business license fee. Once the assessment formula is established, it cannot be changed without written notice to all businesses within the boundaries of the proposed Business Improvement District and a public hearing held by the City of Santa Ana. 12A-7 i::cul:3itfi ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT PROPOSED BUDGETS SUMMARY 2020 BID Assessments Operating Fund - $200,000 ($100K for each organization) Downtown Inc. — BID Budget 2020 LINE ITEMS SUBLINE ITEMS ! BUDGET Expenditure Plan Personnel j i i 42,500.001 ! Insurance 2,500.001 Technology i 3,000.00 i Office Supplies r I e 1,000.00 ° Communication 7,500.00 11 Events/Marketing !i ! savor 2020 1 2,500.001 1 Hofidays ! 1 3,500.00 Arfwalk/Arts 1 i 12,000.001 Popups ! 4,000.00 i Meetings �r i 4,000.00 Training/Education ! 1,250.00 ! Dues & Subscriptions i 1,250.0011 Professional/Contractors i 10,000.00 ! Audits/Financial Reports 1 4,250.001 Misc. Expenses ! 750.00 ! TOTAL REIMBURSEMENT I 100,000.00 i 12A-8 ATTACHMENT C-2 Santa Ana Business Council — BID Budget 2020 SUBLIME ITEMS BUDGET Expenditure Plan Prof essiona I/C ortractors 46, 950.00 Professional Services 7,800.00 Office & Adrninistrafiion 700.00 Books & Subscriptions 600.00 Meetings & Education 3,750.00 Printing 3,000.00 Events/Marketing Regional Food Event Savor 2020 2,500 Regional Education Event Boca de Oro 2,500 Regional Media Event Like (Santa Ana Media Summit) 1,500 City Wide Arts Event Like (Art Round Tables) 1,000 Downtown Business Event Downtown Annual Forum 2,500 Downtown Retail Event Like (Bridal Expo) 2,500 Educational Pipeline Event Like (Downtown Threads Fashion 2,000 Downtown Piace Making Like ( Banners, Plants, Parklets, Lii 2,500 City Wide Community Event Like (Santa Ana Street Breakfast) 2,500 Miscelaneous Event Event Opportunity 2,000 Marketing 10,000.00 Sponsorships 5,700.00 TOTAL REIMBURSEMENT 100,000.00 12A-9 RESOLUTION NO. 2019- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR THE YEAR 2020 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. By Ordinance No. NS-1715, adopted February 6, 1984, the City Council of the City of Santa Ana established the Downtown Santa Ana Business Improvement Area pursuant to sections 36500 et seq. of the California Streets and Highways Code; and B. As provided in Ordinance No. NS-1715, the City Council is authorized to levy an assessment in the following amounts for the improvements and activities of the Downtown Santa Ana Business Improvement Area: (a) For amusement services, pawnbrokers, service stations, retail sales of goods, hotels, motels, theaters, food establishments: an assessment in an amount equal to one and one-half (1.5) the annual business license fee. (b) For commercial and residential rental property: an assessment in an amount equal to one-fourth (0.25) the annual business license fee. (c) For all other businesses: an assessment in an amount equal to the annual business fee. Section 2. The improvements and activities for which the assessment revenues may be used in the Downtown Santa Ana Business Improvement District pursuant to Ordinance No. NS-1715 are as follows: (a) Decoration of any public place. (b) Promotion of public events. (c) Furnishing of music in any public place. Resolution No. 2019-XXX Page 1 of 3 12A-10 W7:110.111 a (d) The general promotion of business activities. Section 3. The Downtown Santa Ana Business Improvement District is located as shown on Attachment A to the Assessment Report, attached hereto as Exhibit 1 and incorporated herein by reference. Section 4. The Assessment Report is also on file with the Clerk of the Council to which reference may be made for a full and detailed description of the improvements and activities to be provided for the year 2020, the boundaries of the area, and the proposed assessments to be levied upon the businesses within the area for the year 2020. Section 5. A public hearing shall be held by the City Council at the City Council Chambers, 22 Civic Center Plaza, Santa Ana, California at its regular meeting of December 3, 2019, at 5:45 p.m., or as soon thereafter as the matter may be heard, for the purpose of determining whether to impose the above said assessment for the year 2020 for the improvements and activities described in the report. Section 6. At the public hearing, written and oral protests may be made in accordance with sections 36524 and 36525 of the California Streets and Highways Code. A protest may be made orally or in writing by any interested person. Any protest pertaining to the regularity or sufficiency of the proceedings shall be in writing and shall clearly set forth the irregularity or defect to which the objection is made. Every written protest shall be filed with the Clerk of the Council at or before the time fixed for the public hearing. Each written protest shall contain a description of the business in which the person subscribing the protest is interested sufficient to identify the business and, if a person subscribing is not shown on the official records of the city as the owner of the business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business. A written protest which does not comply with this section shall not be counted in determining a majority protest. Section 7. 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. Resolution No. 2019-XXX Page 2 of 3 12A-11 EXHIBIT 2 ADOPTED this day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R,.,Carvalho, City Attorney m Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 'Ward 4 Representative Vacant CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 3 of 3 12A-12 CITY OF SANTA ANA K y:x d' SPECIAL MEETING OF THE LEGISLATIVE AFFAIRS, ETHICS, TRANSPARENCY & COMMUNICATIONS COUNCIL COMMITTEE Monday, July 29, 2019 12:00 pm AGENDA CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Cecilia Iglesias David Penaloza Jose Solorio Recording Secretary: Nicole Houston 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. Elect Chair and Vice Chair RECOMMENDED ACTION: Select Chair and Vice Chair. 2. Receive and File Minutes from the Legislative Affairs, Ethics, Transparency & Communications Council Committee Meeting held: A. October 17, 2018 RECOMMENDED ACTION: Approve minutes. 3. Review and Discussion of Legislative Affairs, Ethics, Transparency and Communications Council Committee By -Laws — Kristine Ridge, City Manager aIf 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 Juan Villages Vicente F. Sarmiento David Penaloza Jose Solorio Vacant Cecilia Iglesias Mayor Mayor Pro Tern Ward 1 Ward 2 Ward 3 Ward 4 Ward 6 MPUIItlofsanGanaoro Wards VsarmwiilMdsantaana Doenaloeaosantlan Jsokno@sailaa. M GloleslasGllsand-ana om JVlllmasasantlanaaa City Hall, 20 Civic Center Plaza . P.O. Box 1988 . Santa Ana, California 92702 Mayor & Council Telephone: 714-647.6900 . Agendaleyylf s: 714-647.5200 • Website: www.santa-ana.ora 4. Review and Discussion of Legislative Scorecard 2018 — {Strategic Plan No. 1 through 71 — Nicole Houston, City Manager's Office 5. Review and Discussion of Legislative Platform 2019 — {Strategic Plan No. 1 through 71 — Nicole Houston, City Manager's Office 6. Receive and File Federal Legislative Updates — {Strategic Plan No. 1 through 71 — Leslie Poll ner and Dan Maldonado A. Holland & Knight Memo and Matrix B. Federal Legislative Bills Outcomes and Updates (verbal) 7. Receive and File State Legislative Updates — {Strategic Plan No. 1 through 7) — Cori Williams A. Townsend Public Affairs Memo and Matrix B. State Legislative Bills Outcomes and Updates (verbal) 8. League of California Cities Updates (verbal) — {Strategic Plan No. 1 through 71 — Tony Cardenas A. League of California Cities Memo Regarding SB 102/AB 101 9. Review and Take a Position on Legislative Bills — {Strategic Plan No. 1 through 71 — Nicole Houston, City Manager's Office 10. Review and Discussion of Code of Conduct and Ethics Policy and Review status of Policy Regarding Ethics Complaints — {Strategic Plan No. 1 through 71 — Kristine Ridge, City Manager 11. Communications Update (verbal) — (Strategic Plan No. 1 through 7) — Daisy Perez, City Manager's Office COMMITTEE MEMBER COMMENTS ADJOURNMENT — The next Legislative Affairs, Ethics, Transparency and Communications Council Committee meeting will be held on February 26, 2019 at 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.orci/strateciic- planning/. Legislative Affairs, Ethics, Transparency & Communications Council Committee A enda July 29, 2019 '� 3A-I CITY OF SANTA ANA SPECIAL MEETING OF THE LEGISLATIVE AFFAIRS, ETHICS, TRANSPARENCY AND COMMUNICATIONS COUNCIL COMMITTEE MINUTES July 29, 2019 CALLED TO ORDER 5:04 pm by City Manager Kristine Ridge at the City Hall, Ross Annex, Room 1600. ATTENDANCE Members Present: Councilmember Jose Solorio Councilmember Cecilia Iglesias Councilmember David Penaloza Staff Present: Kristine Ridge; Sonia Carvalho; Daisy Gomez; Norma Mitre; Nicole Houston; Daisy Perez; Also present were Cori Williams from Townsend Public Affairs, Dan Maldonado from Holland & Knight and Tony Cardenas from League of California Cities. Public Comments • No Comments from the Public AGENDA ITEMS 1. Elect Chair and Vice Chair of the Committee: MOTION: Nomination of Councilmember Solorio as Committee Chair and Councilmember Iglesias as Vice -Chair. MOTION: Solorio SECOND: Iglesias VOTE: AYES: Penaloza, David NOES: None (0) 2. Receive and File Minutes from the Legislative Affairs, Ethics, Transparency and Communications Council Committee Meetings held: A. October 17, 2018 MOTION: Approve minutes. MOTION: Solorio SECOND: Penaloza VOTE: AYES: Iglesias, Cecilia NOES: None (0) Legislative Affairs, Ethics, Transparency and Communications Council Committee Special Meeting Minutes IajXY9lS� Review and Discussion of Legislative Affairs, Ethics, Transparency and Communications Council Committee By -Laws — Kristine Ridge, City Manager The City Manager provided some background history of the committee, including first being formed by resolution in 2013 with the by-laws being created shortly thereafter. Additionally, it was noted that the committee's name was changed in January 2019. However, there was some discussion of the accuracy of that date. Staff was directed to confirm the date that the committee name was changed and when the by-laws were updated. City Attorney Sonia Carvalho to bring this information back to the next Legislative Affairs, Ethics, Transparency and Communications meeting. 4. Review and Discussion of Legislative Scorecard 2018 — (Strategic Plan No. 1 through 7) — Nicole Houston, City Manager's Office Nicole Houston from the City Manager's Office reviewed the approved 2018 Legislative Scorecard providing an update on legislative accomplishments for the 2018 calendar year. S. Receive and Discussion of Legislative Platform 2019 — (Strategic Plan No. 1 through 7) — Nicole Houston, City Manager's Office Nicole Houston from the City Manager's Office presented the approved 2019 Legislative Platform. The Platform serves as the guiding document for legislative efforts for calendar year 2019 and is aligned with Federal and State priorities. 6. Receive and File Federal Legislative Updates — (Strategic Plan No. 1 through 7) — Dan Maldonado A. Holland & Knight (H&K) Memo and Matrix — Material provides an overview of federal developments that occurred in July 2019 that could impact the City, including housing and homelessness. In addition, H&K provided information regarding the possibility for the City to showcase some of its initiatives for more direct funding opportunities. B. Federal Legislative Bills Outcomes and Updates (verbal) — Dan Maldonado reported on the overall budget, sharing that the two-year agreement the Senate is expected to endorse will provide funding for domestic discretionary programs like the Capital Improvement grant programs, public safety programs, rail improvement programs, and related domestic spending. Receive and File State Legislative Updates — (Strategic Plan No. 1 through 7) — Cori Williams A. Williams, Townsend Public Affairs (TPA) Memo and Matrix — Material provides an overview of the new Governor and new Legislature's priorities including those that impact local governments. A major focus this session has been on affordable housing and items related to affordable housing like rent control and what steps can be taken to increase the level of housing production in the state. B. Federal Legislative Bills Outcomes and Updates (verbal) — Details of the final budget including a record $214.8 billion dollars in state general fund and Legislative Affairs, Ethics, Transparency and Communications Council Committee Special Meeting Minutes lu r4 special fund expenditures. Including many of the governor's priorities such as healthcare for undocumented immigrants, homeless funding and some of the highest education levels in California's history. Specific to Santa Ana one of the main pieces in the budget that has been worked on over the last several months was funding for homeless and housing. TPA worked very closely with your big 13 City colleagues to secure $650 million dollars in one-time funds to help local agencies address the homeless crisis. The $650 million dollars is broken out into four categories; $190 million for counties, $175 million for local continuums of care, $10 million to be allocated on a later dates and most importantly $275 million for the big 13 cities. 8. League of California Cities Updates (verbal) — (Strategic Plan No. 1 through 7) — Tony Cardenas A. League of California Cities Memo — Material provides an analysis regarding legislation AB101 and S13102. The bills include $2.5 Billion brand-new dollars going directly towards housing infrastructure and homelessness. 9. Review and Take a Position on Legislative Bills — (Strategic Plan No. 1 through 7) — Nicole Houston, City Manager's Office Nicole Houston from the City Manager's Office shared the Legislative bill review process. Currently the City Manager's Office and the Mayor and City Council receive a monthly report from H&K and TPA. This report includes a matrix that outlines all of the bills that are currently being tracked, along with the description and the current status of each bill. From this report the Mayor and Council have an opportunity to identify bills to take action on. Additionally, the City receives notifications from both our Federal and State advocates as each bill becomes available for action. If the bills are in line with our legislative platform, a letter of support or opposition is requested from the Mayor. If it is not, it is to be taken to this committee. Lastly, Councilmember Penaloza discussed a bill related to the needle exchange program. Staff was directed to bring a resolution or ordinance to a future City Council meeting opposing needle exchange programs within the City. MOTION: Staff to research and provide recommendations to City Council in the next two to three months, regarding options for opposing a needle exchange program. MOTION: Penaloza SECOND: Iglesias VOTE: AYES: Solorio, Jose NOES: None (0) 10. Review and Discussion of Code of Conduct and Ethics Policy and Review status of Policy Regarding Ethics Complaints — (Strategic Plan No. 1 through 7) — Kristine Ridge, City Manager City Manager, Kristine Ridge stated that there was an Ad Hoc committee created by Council to write this values based policy, which was approved in June 2008. She also Legislative Affairs, Ethics, Transparency and Communications Council Committee Special Meeting Minutes A9 shared the initial interest in putting together a process to deal with any potential violations of the code of ethics and conduct. The committee declined to make any recommendations to City Council to implement a formal process for addressing complaints. The decision was made to retain a status quo policy of the code of ethics and conduct, as a value based policy that applies to all elected officials, all appointed Board Members, and all Commissioners. Staff was directed to look into the uniform complaint procedure used by the Board of the Santa Ana Unified School District. Discussion to agendize the broader topic at some point in the future and use this research as a starter topic. 11. Communications Update (verbal) — {Strategic Plan No. 1 through 7} — Daisy Perez, City Manager's Office Daisy Perez from the City Manager's Office provided a brief update on communications for the City. The City Manager's Office is responsible for issuing press releases and responding to media requests. Additionally, the City Manager's Office has been working very closely with recruitment to open up a public affairs and information officer position. The recruitment is currently active and will close August 16, 2019. Lastly, Daisy provided a brief update on Census 2020 communication. The committee with Councilmember Penaloza as Chair, is made up of representatives from Santa Ana College, Santa Ana Unified School District, various government agencies, and nonprofit organizations. COMMITTEE MEMBER COMMENTS Chair Solorio recognized the improvements in our social media over the past couple years and thanked Daisy Perez for her efforts in this regard. Vice -Chair Iglesias thanked the committee for the bringing everyone up to speed and is looking forward to the updates on the information requested during this meeting. Councilmember Penaloza, thanked the staff for the hard work on these reports and the updates from Townsend Public Affairs, Holland & Knight and the League of California Cities. FUTURE AGENDA ITEMS • Review and Discussion of a Code of Conduct and Ethics formalized complaint process. ADJOURNMENT: The meeting adjourned at 2:08 pm. The next Legislative Affairs, Ethics, Trans aren Communications Council Committee meeting will be at noon on October 7, 2019. %, Nicole Houston Recording Secretary City Manager's Office Legislative Affairs, Ethics, Transparency and Croommunications Council Committee Special Meeting Minutes 1 A36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: RECEIVE AND FILE CERTIFICATION OF APPROVAL BY CITY ENGINEER OF FINAL PARCEL MAP NO. 2017-155 (1920 EAST DEERE AVENUE) {STRATEGIC PLAN NO. 3,21 Isl Kristine Ridge CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file certification of approval by City Engineer of Final Parcel Map No. 2017-155. DISCUSSION Regulation and control of the subdivisions of real property in California is vested in the legislative bodies of local agencies by the Subdivision Map Act. Per the Subdivision Map Act, each local agency shall, by ordinance, regulate and control the initial design and improvement of common interest developments as defined in Section 4100 or 6534 of the Civil Code and subdivisions for which this division requires a tentative and final or parcel map. In the development, adoption, revision, and application of this type of ordinance, the local agency shall comply with the provisions of Section 65913.2. The ordinance shall specifically provide for proper grading and erosion control, including the prevention of sedimentation or damage to offsite property. The certification of approval by City Engineer of Final Parcel Map No. 2017-155 informs the City Council of the imminent approval of the referenced subdivision based upon the Subdivision Map Act and all the conditions of approval set by the City. The conditions include construction of an 8- foot wide sidewalk along the project frontage; reconstruction of the driveway approaches into the site; and construction of tree wells and planting of trees in the city right-of-way along project frontage. The City Engineer has received Final Parcel Map No. 2017-155 (City Parcel Map No. 2018-03) for 1920 East Deere Avenue (Exhibit 1) from owner Alton Deere, L.P., A Delaware Limited Partnership, and is in the process of reviewing the map for technical accuracy and final approval. This map approves subdividing an existing property into six condominium units and two parcels for the use of professional offices. Construction is not proposed. The parcels are located in a Professional (P) zone. Pursuant to Section 34-183 of the Santa Ana Municipal Code, the City Engineer shall approve or disapprove this map within 10 days after the City Council meeting of November 5, 2019. 17A-1 Certification and Approval by City Engineer Final Parcel Map No. 2017-155 November 5, 2019 Page 2 STRATEGIC PLAN ALIGNMENT 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). FISCAL IMPACT There is no fiscal impact associated with this action. Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Exhibit: 1. Map 17A-2 17A-3 17A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE APPROPRIATION ADJUSTMENT AND AGREEMENTS ACCEPTING 2017 & 2018 EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT FUNDS IN THE AMOUNT OF $193,055.40 {STRATEGIC PLAN NO. 1, 3131 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing 2017 and 2018 Edward Byrne Memorial Justice Assistance Grant funding in the amount of $92,171.70 for 2017 and $100,883.70 for 2018 into the Byrne Justice Assistance revenue account (no. 12814002) and appropriate same to expenditure account (no. 128144-various). 2. Authorize the City Manager to execute an agreement with the Orange County Sheriff's Department for the period of October 1, 2019 through September 30, 2020, accepting 2017 Edward Byrne Memorial Justice Assistance Grant program funds in the amount of $92,171.70, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to execute an agreement with the Orange County Sheriff's Department for the period of October 1, 2019 through September 30, 2021, accepting 2016 Edward Byrne Memorial Justice Assistance Grant program funds in the amount of $100,883.70, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Edward Byrne Memorial Justice Assistance Grant (JAG) program provides federal criminal justice funding to state and local jurisdictions. JAG awards are based on a statutory formula that equally weighs the City's share of violent crime and population according to statistics from the Burea of Justice Statistics(BJS). JAG requires a single unit of county government to function as the applicant/fiscal agent to apply for, receive, and administer the funds on behalf of the entire County. A memorandum of understanding designated the County of Orange, Sheriff -Coroner Department as the lead agency for this program. The Justice Assistance Grant programs were withheld for 2017 and 2018 due to the County and the City's inability to certify compliance with "Special Conditions" pertaining to communication 20A-1 Agreement with the County of Orange for Justice Assistance Grant November 5, 2019 Page 2 between government agencies and the Immigration and Naturalization Service (8 U.S.0 §§ 1373). Recently, however; the Department of Justice decided that it will not enforce the "Special Conditions" in the 2017 and 2018 awards due to pending litigation and the awards were released. For the 2017 award, $102,413 has been allocated for Santa Ana. JAG also allows the fiscal agent for each county to use a portion of the award for costs associated with administering the funds. The Orange County Sheriff -Coroner Department will retain $10,241.30 (10 percent) for administrative fees. For the 2018 award, $112,093 has been allocated for Santa Ana, and the Orange County Sheriff -Coroner Department will retain $11,209.30 (10 percent) for administrative fees. The remainder of the funds in the amount of$92,171.70 for 2017 and $100,883.70 for 2018 will be utilized by the Police Department for the following objectives: overtime to augment gang prevention and enforcement, investigative and tactical training to improve officer safety and ensure successful prosecutions of gang -related crimes, and enhancement of educational opportunities through schools, community associations and neighborhood watch groups. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 - Community Safety, Objective #3 (promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy B (promote ongoing efforts to obtain grant funding for activities that will assist in preventing and reducing criminal activity and traffic collisions). FISCAL IMPACT The appropriation adjustment will recognize 2017 and 2018 Edward Byrne Memorial Justice Assistance Grant funding in the amount of $193,055.40 in the Byrne Justice Assistance revenue account (no. 12814002-52001) and the appropriate same to expenditure account (no. 12814409 - various) for the 2019-20 fiscal year. David Valentin Chief of Police Santa Ana Police Department Exhibits: 1. Agreement- 2017 Grant 2. Agreement- 2018 Grant /_1»060:11DIU"1101121101939901 DLMKK61110116-1 Kathryn Downs, CPA Executive Director Finance and Management Services Agency 20A-2 Exhibit 1 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE (SHERIFF) AND THE ELIGIBLE MUNICIPAL CITIES AS PUBLISHED BY OFFICE OF JUSTICE PROGRAMS IN THE FY 2017 EDWARD BYRNE MEMORIAL FUND —JUSTICE ASSISTANCE GRANT "JAG" LOCAL SOLICITATION PROJECT NUMBER 2017-DJ-BX-0990 AWARD DATE 11/16/2018 ACCEPTANCE DATE:8/23/2019 Participants Participants hereto acknowledge the County of Orange as lead fiscal agent in charge of programmatic oversight and administration of funds and compliance over all eligible participant law enforcement agencies, hereinafter referred to individually as "Party" and jointly as "the Parties." ll. Purpose The purpose of this Memorandum of Understanding (MOU) is to support of the objectives of the Office of justice Programs, expressly those identified as Priority Purpose Areas (PPAs) for the term ofthis award. 111. Progrom Overview and Description of project(s) The Edward Byrne Memorial Justice Assistance Grant Program (JAG) allows states and units of local government, including tribes, to support a broad range of criminal justice related activities based on their own state and local needs and conditions. Equipment purchases or funded initiatives such as overtime, task forces, drug programs, information sharing, etc. will be aimed at reducing crime and/or enhancing public/officer safety. JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice, including for any one or more of the following purpose areas: 1) law enforcement programs; 2) prosecution and court programs; 3) prevention and education programs; 4)corrections and comm onitycorrections programs; 5) drug treatment and enforcement programs; 6) planning, evaluation, and technology improvement programs; 7) crime victim and witness programs (other than compensation); and 8) mental health programs and related law enforcementand corrections programs, including behavioral programs and crisis intervention teams. The County of Orange (Sheriff) will determine validity of each project included in the application 20A-3 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE (SHERIFF) AND THE ELIGIBLE MUNICIPAL CITIES AS PUBLISHED BY OFFICE OF JUSTICE PROGRAMS IN THE FY 2017 EDWARD BYRNE MEMORIAL FUND —JUSTICE ASSISTANCE GRANT `JAG" LOCAL SOLICITATION PROJECT NUMBER 2017-DJ-BX-0990 AWARD DATE 11/16/2018 ACCEPTANCE DATE:9/23/2019 and subsequent awards. JAG funding will be used to support criminal justice initiatives that fall under one or more of the allowable program areas above. This award is subject to all administrative and financial requirements, including the timely submission of all financial and programmatic reports, resolution of all interim audit findings, and the maintenance of a minimum level of cash-cn-hand. Should you not adhere to these requirements, you will be in violation of the terms of this agreement and the award will be subject to termination for cause orother administrative action as appropriate. THE UNDERSIGNED PARTIES HERETO ACKNOWLEDGE THE RECEIPT OF FUNDS FROM THE DEPARTMENT OF JUSTICE AND TRANSFER OF FUNDS FROM COUNTY TO MUNICIPAL GOVERNMENTS AS DETAILED IN "ATTACHMENT 1: LOCAL AWARD ALLOCATION TABLE: ORANGE COUNTY, CA." COUNTY OF ORANGE COUNTY EXECUTIVE OFFICER, FRANK KIM $Fullq _Dv 736. S ORANGE COUNTY SHERIFF'S DEPARTMENT FISCAL AGENT GRANTS ADMINISTRATOR ANAHEIM CITY ANAHEIM POLICE DEPARTMENT CITY MANAGER BUENA PARK CITY BUENA PARK POLICE DEPARTMENT CITY MANAGER COSTA MESA CITY COSTA MESA POLICE DEPARTMENT CITY MANAGER PPPROVEO AS TO FOFU ocncE OF nic couNry catxasa Off, CCUWY/, CJA�Uf)UFM ev .!'t./.� C,; DIPM D.W. AUTHORIZED SrWqATORY AHO IZEDSIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY 20A-4 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE (SHERIFF) AND THE ELIGIBLE MUNICIPAL CITIES AS PUBLISHED BY OFFICE OF JUSTICE PROGRAMS IN THE FY 2017 EDWARD BYRNE MEMORIAL FUND —JUSTICE ASSISTANCE GRANT "JAG' LOCAL SOLICITATION PROJECT NUMBER 2017-DJ-BX-0990 AWARD DATE 11/16/2019 ACCEPTANCE DATE: 8/23/2019 FULLERTON CITY FULLERTON POLICE DEPARTMENT CITY MANAGER GARDEN GROVE CITY GARDEN GROVE POLICE DEPARTMENT CITY MANAGER HUNTINGTON BEACH CITY HUNTINGTON BEACH POLICE DEPARTMENT CITY MANAGER ORANGE CITY ORANGE POLICE DEPARTMENT CITY MANAGER SANTA ANA CITY SANTA ANA POLICE DEPARTMENT CITY MANAGER W ESTM I NSTE R CITY WESTMINSTER POLICE DEPARTMENT CITY MANAGER AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY ROVED AS TO FORM L , ra ii Assistant City Attorney 20A-5 Edward Byme Memorial J' ustice AssistanceGrant Program FY 20177 Loce FSoYcittat on CnFDA# 16.738 20A-6 U.S. DEPARTMENT OF JUSTICE OFFICE OF JUSTICE PROGRAMS Edward Byrne Justice Assistance Grant Program FY 2017 Local Solicitation Certifications and Assurances by the Chief Executive of the Applicant Government On behalf of the applicant unit of local government named below, in support of that locality's application for an award under the FY 2017 Edward Byrne Justice Assistance Grant ("JAG") Program, and further to 34 U.S.C. § 10153(a), I certify to the Office of Justice Programs ("OJP"), U.S. Department of Justice ("USDOJ"), that all of the following are true and correct: 1. 1 am the chief executive of the applicant unit of local government named below, and I have the authority to make the following representations on my own behalf and on behalf of the applicant unit of local government. I understand that these representations will be relied upon as material in any OJP decision to make an award, under the application described above, to the applicant unit of local government. 2. 1 certify that no federal funds made available by the award (if any) that OJP makes based on the application described above will be used to supplant local funds, but will be used to increase the amounts of such funds that would, in the absence of federal funds, be made available for law enforcement activities. 3. 1 assure that the application described above (and any amendment to that application) was submitted for review to the governing body of the unit of local government (e.g., city council or county commission), or to an organization designated by that governing body, not less than 30 days before the date of this certification. 4. 1 assure that, before the date of this certification— (a) the application described above (and any amendment to that application) was made public; and (b) an opportunity to comment on that application (or amendment) was provided to citizens and to neighborhood or community -based organizations, to the extent applicable law or established procedure made such an opportunityevailable. 5. 1 assure that, for each fiscal year of the award (if any) that OJP makes based on the application described above, the applicant unit of local government will maintain and report such data, records, and information (programmatic and financial), as OJP may reasonably require. 6. 1 have carefully reviewed 34 U.S.C. § 10153(a)(5), and, with respect to the programs to be funded by the award (if any), I hereby make the certification required by section 10153(a)(5), as to each of the items specified therein. Paragraph 7 of the Certifications and Assurances Removed 7, 1 have examined the cediiirafinn .," , -- _., --._ - ..- - Signal v of Chief Execuhve Applicant Unit of Date of Certifcahon Local Governmentn � / r' -POn9(d I3Rrrre—r .[Lhl ust Printed Name of Chief Executive TiT/of Chief hve CALLn'M a � t�FR.scn.t tC%t'trr �� r�®hOh.PJ" Name of A icant Unit of Loc Government O.^-MA OF Tire CCU7VSai ORAKM CDIIMN, CAt1FOHMA VGPWY Dx.: �a 9 Rev. August 10, 2018 20A-7 U.S. Department oflus[ice qlp Office of lustice programs vwcc m me ASShataat AlnmCy General ty hhgmn.D.C. 20531 — Navember2, 2018 Mr. Frank Kim County cIOrange 10 Civic Center Plaza Santa Ana, CA 92701 Dear Mr. IGm: On behalf of Attorney General Jefferson Sessions III, it is my pleas he to inform you that the Office Of Justice Programs has approved your application for funding under the FY 17 Edward Byma Menmrial Justice Assismace Grant (JAG) Program - Local Smicimtion in the amount of $376,349 for Cowry of Orange. Enclosed you will find the Great Award and Special Conditious ducumenrs. This award is subject to all administrative and financial requirements, including the timely submission of all financial and programmatic reports, resolution of all interim audit findings, and the maintenance Ofa minimum level of cash -on -hand. Should you nut adhere to these requirements, you will be in violation of the terms of this agreement and the award will be subject to termination for cause or other ache aistmtive action as appropriate. If you have questions regarding this award, please costa,, Program Questions, Melanie Davis, Program Manager at (202) 305-7944; and Financial Questions, the Office of the Chief Fiavcial Officer, Customer Smrice Center (CSC) at (800) 458-0786, cr you may c.W the CSC at ask.ocfQ usduj.gov. Congratulations, and we lock forward m working with you. Summely, Malt Dummehmuth Principal Deputy Assistant Attorney General Enclosures 20A-8 OFFICE FOR CIVIL RIGHTS -''- Office of Justice Programs U.S. Department of Justice 810 7th sheet, NW Washington, DC 20531 Tel: (202) 307-0690 TTY:(202)307-2027 E-mail: askOCRCuuloj.gcv Websid: www.ejp.usdoJgov/ocr November 2, 2018 Mr. Frank Kim County of Orange 10 Civic Center Plaza Santa Ana, CA 92701 Dear bir. Kim: Congrumlatinns nn your recent award. In establishing fmaucial assistance programs, Congress linked the receipt of federal funding to compliance with federal civil rights laws. The Office for Civil Rights (OCR), Office ofJostiee Programs (0)P), U.S. Department of justice (D(J) is responsible for ensuring that recipients of financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OV W) comply with the applicable federal civil rights laws. Weal the OCR arc available to help you and your organization meet the civil rights requirements that come with DOj funding. Ensuring Access to Federally Assisted Programs Federal laws that apply to recipients of financial assistance from the DOI prohibit discrimination on the basis of race, color, national Orion, religion, sex, m disability to funded programs or activities, not unly in employment but also in the deliveryof services or benefits, A federal law also prohibits recipients from discriminating on the basis ofage in the delivery ofservices or benefits. lu March 0172013, President Obama signed the Violence Against Women Reauthorization Act of 2013. The statute amends the Violence Against Women Act of 1994 (VAWA) by including a nondiscrimination grant condition (hatptuhibits discrimmationbased on acrosl m perceived race, "for, national origin, religion, sex, disability, sexual mienmfion,or gender identity, The now nondiscrimination grans condition applies to certain programs funded after October 1, 2013, The OCR and the OV W have developed answers to some frequently asked questions about this provision to assist recipients of VAWA funds to undersmndtheir obligations. The Frequently Asked Questions are available athttps://Ojp.gov/abuuVoevvawafags.bt . Enforcing Civil Rights Laws All recipients of federal financial assistance, regurdte n of the particular loading source, the amount of the grant award, or the number -of employees in the workforce, am subject topmuldiffew against unlawful discrimination. Accordingly, We OCR investigates recipients that me the subject ofdiscrimination complaints from both individuals and groups. ID addition, based on regulatory criteria, the OCR selects a number of recipients each year for compliance reviews, audits that require recipients to submit data showing that they am providing services equitably to all segments Ofthetir service population said that their employment practices meet cquul opponuilly standards, 20A-9 Providing Services to Limited English Proftefency (LEP) Individuals In accordance with DOJ guidance pertaining to Tide VI of the Civil Rights Act of 1964, 42 US.C. § 2000d, recipients of federal financial assistance must take reasonable steps in provide meaningful access to their pmgmms and aedivides for persons with limited English proficiency (LEP). See U.S. Department ofJustiee, Guidance to Federal Financial Assistance Recipients Regarding Tide VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons, 67 Fed. Reg. 41,455 (2002). For more information on the civil rights responsibilities that recipients have in providing language services to LEP individuals, please see the website hltpsd/www.lep.gov. Ensuring Equal Treatment of Faith -Based Organizations and Safeguarding Constitutional Protections Related to Religion The DOJ reguladon, Partnerships with Faith -Based and Other Neighborhood Organizations, 28 C.F.R. In. 38, updated in April 2016, prohibits all recipient organizations, whether they she law enforcement agencies, govemanental agencies, educational institutions, houses of worship, or fh(th-based orgaai onions, from using financial assistance from the DOJ to fund explicitly religious activities. Explicitly religious activities include worship, religious instruction, or proselyticemon. While funded organizations may engage in non -funded explicitly religious activities (e.g., prayer), they most hold them separately from the activities maded by the DOJ, and recipients concept compel beneficiaries to participate in them. The regulation also makes clear that organizations participating in programs forded by the DOI are not permitted to discriminate in the provision of services on the basis of a beneficiary's religion, religious belief, a refusal in hold a ruligiumbelief,orarofusaltoaneadorpardeipateinareligiompmctice. Funded faith -baled organizations must also provide written notice to beneficiaries, advising them that if they should object to the religious character of die funded faith based organization, the funded faithhatedorganization will take reasonable steps to refer the beneficiary to an alterative service provider. For more information on the regulation, please see the OCR's website at https:f/ojp.gov/aboutloalparMemhips.htn. SAAs and faith -based organizations should also note that the Omnibus Crime Control and Safe Streets Act (Safe Streets Act) of 1968, as amended, 34 U.S.C. § 10228(c); the Victims of Crime Act of 1984, as amended, 34 U.S.C. § 20110(e); the Juvenile Justice and Delinquency Prevention Act of 1974, as amended, 34 U.S.C. § 11182(b); and VAWA, as amended, 34 U.S.C. § 12291(bx13), contain prohibitions against discrimination con the basis of religion in employment Despite these nondiscrimination pmvisinns, the DOJ has concluded that it may conswe the Religious Freedom Restoration Act (RFRA) on a case -by - case basis to permit some Faith -based organizations to receive DOJ funds while taking into account religion when hiring staff, even if the statute that authorizes the funding program generally forbids recipients from considering religion in employment decisions. Please wnsult with the OCR ifyou have any questions about the regulation or the application ofRFRA to the statutes that prohibit discrimination in employment Using Arrest and Conviction Records in Making Employment Decisions The OCR issued an advisory document for recipients on the proper use of arrest and comi nion records in making hiring decisions. Sec Advisory for Recipients of Financial Assistance fmm the U.S. Department of hands on the U.S. Equal Employment Opportunity Commission's Enfbmement Guidance: Consideration ojArresr and Conviction Recrds in Employment Decisions Under TV& VII ofthe Civil Rights Acta/1964(June 2013), available at hops://ojp.gov/about/ocrlpdfs/UseDiComicfoo_Advisory.pdf Recipients should be mindful that the misuse of West or conviction records inscreen either applicants for employment er employees for retention of promotion may have a disparate impact based on race or national origin, resulting in unlawful employment discrimination. In light ofthe Advisory, recipients should consult local cwand in reviewing their employment practices. If warranted, recipients should also incorporate an analysis ofthe use plainest and conviction records in their Equal Employment Opportunity Plans (EEGPs) (set below). Complying with the Safe Streets Aet An organization thatis a recipient of financial assistance subject m die nondiscrimination provisions of the Safe Streets Act, must meet two obligations: (1) complying with the federal regulation pertaining to the development of an EEOP (see 28 CF.R pt 42, saber. E) and (2) submitting to me CCR findings of discrimination (see 28 C.F.R. §§ 42.204(o), .205(c)(5)). 20A-10 Meeting the EEOP Requirement An EEOP is a comprehensive document that analyzes a recipient's relevant labor market data, as well as the recipient's employment practices, to identify possible barriers to the participation of women and minorities in All levels of a recipient's workforce. As a recipient of DOI funding, you may be required to submit an EEOP Certification Report or no EEOP Utilization Report to the OCR For more information on whether your organization is subject to the EEOP requirements, see bops:!/ojp.gov!abouVocr/eeop.htm. For mAdditiorally, you may request technical Assistance from an EEOP specialist at the OCR by telephone at j202) 616-i !ab u by e-mail at EEOPformQusdoj.gov. Meeting lice Requirement m Submit Findings of Discrimination If in the three years prior to the date of the gram award, your organization has received an adverse finding of discrimination based on race, color, national origin, religion, or sex, after adue-process hearing, from a state or federal court or Eom a state or federal adndnisiretive agency, your organization most send aeopy ofthe finding to the OCR. Ensuring the Compliance of Subreetpients SAAs must have standard mummers; to notify subrecipientss of their civil right obligations, written procedures to address discrimination complaints filed against subrecipients, methods to monitor subreeipients' compliance with civil rights requirements, and a program m train subrecipients on applicable civil rights laws. In addition, SAAs must submit to the OCR every three years written Methods of Administration (MCA) that summarize the policies and procedures that they have implemented to ensure the civil rights compliance of sobrecipients. For more information on the MOA requirement, sea baps://ojp.gov/fundingrExploTe/sMieMetho(lsAdmin-FY2017iipdate.h" If the OCR on assist you in any way in fulfilling your organizations civil rights responsibilities as a recipient of federal financial assistance, please ..matt as. Sincerely, Michael L. Alston Director cc: Grant Manager Financial Analyst 20A-11 US Department of Justice Office of Justice Prognm 1 ;� Bureau of Justice Assistance —_— I. RECIPffNFNAM6 AND ADDRESS 11iii Zip Code) i C9uvry vPOmvRe Sirius cn, CA .. Sirius Ma, CA 9D01 ........ ....... _.. 2a. GRANTEE IR AINDOR NO, 95000QBI 2E CRANTLC DLM9 NO Orange rJ i ely Ana FYU JAG ➢mjeee PAGE I OF 21 Grant 4.AWARDNUMBER: W17-01-BX-099D S. PROJECTPERIOD: FROM BOOOETPERIOD: FROM 6. A WARD DATT. 111022018 8. SIIPPLEMENTNUAIBE0. 00 9. PRFVICUS AWARDAMOUNT 10. AMOUNT OFTHIS AWARD II.TOTALAWARD 1WO 2016 TO Wid02020 101012016 TO W5WO20 T. ACTION EJtlal THEi ABOVE ORANT PEUIECT 2 APPROVED SUBJECT TO SUCH CONDITIONS OR LIMNATIONS AS ARE SET FORTH ON THE ATTACHED PAGE(S). 13. S1AI VJORY AM SORELY FOR GRANT 16A38 -Edwazd Byrne Merevrial Jmfice.4ssigence Gnvt Program 13. MEFHODOF PAYMfINT GPM 16. I VPEU NAAIEAND TITLE OF APPROVEVOOFFICVO. I Man DummermuM Principal Deputy AssisbvtARmvey General sD $ 3'16,M9 S 396,349 942U.SC,3711-31)7tF-S). 18, TYPED NAME AND TLTLE OF AUTHORIT.EO GRANTEE OFFJCD.f, Frank Rim Co-V Ezutive Officer Shin@{ -Pat Bisarwos 19.S/VIO�{NATTURREE OF/NPPROVINO OFFICIAL I9 SIGNAATTU�REO AGENCY USE ONLY 20. ACCODUTINGCLASSJFIGTION CUDLS Zl, SOICGTI UI FISCAL FUND BUD. DN, YEAR CODE ACC. OFC. REG. SUB. POMS AMOUNT X B ID 80 00 00 396349 OJP FOAM4C00@ (AEV.5-a l)PREVLUUS EDITIONS ARE oBsoLETE, OIP PORn,4DXE2 (REV.4-N) 19A. DATE AF?RC`vl� AS MFOFM omm OF THE COUNTY COUNSEL ORANGE- COUMfY, CALIFORNIA 20A-12 U.S. Department of Justice OtEae of Justice Programs " a Bureau of Justice Assistance PROIECf NIN. IBEA 101'/-DSDX�9990 i AWARD CONTINUATION SHEET Grant AWARD DATE 11/0=018 SPACIAL CONDITIONS 1. Requirements of the award; remedies for non-compliance or fiermaterially false statements The conditions of this award me material requirements of the award. Compliance with any certifications or assurances submitted byor on behalfof the recipient that relate to conduct during the period oFperformance also is a material requirement of this award. Failure to comply with my one or more of these award toquirements -- whether a condition sot out in full below, a condition incorporated by reference below, ora certification or assurance related to conduct during the award pound may result in the Office of Justice Programs ('OJP") taking appropriate action with respect to the recipient and the owed. Among other things, the OR may withhold award funds, disallow scars, or suspend or terminate the award. The Department of Justice ("DOJ"), including OH, also may take other legal action as appropriate. Any materially false, fictitious, or fraudulem statemera to the federal government related to this award (or concealment or omission of a materal Fact) may be the subject of criminal prosecution (including under 18 USC. 1001 mdrm 1621, and/or 42 U.S.C. 3793a), and also may lead to imposition of civil penalties and admiaistratve remedies for false claims or otherwise (including under 31 U.S.C. 3729-3730 and 3801-3812), Should my provision of u requirement of this award be held to be invalid or unenforceable by its terms, than provision shall that be applied win a limited construction so as to give it the maximum effect permitted bylaw, Should h be held, instead, that the provision is utterly, invalid or -unenforceable, such provision shall be deemed severable from tlris award. 2. Applicability of Pan 20D Uniform Requirements The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 C.F.R. Part200, as adopted and supplemented by DOJ in 2 C.F.R. Part 2800 (together, the "Part 200 Uniform Requirements") apply to this FY 2017 awand from OR. The Put 200 Uniform Requirements were fast adopted by DOT an December 26, 2014 If Nis FY 2017 award supplements funds previously awarded by OUP under the some award number (e.g., funds awarded during or before December 2014), the Part 200 Uniform Requirements apply with respect to all lands under that award number (regardless of the award date, and regardless of whether derived from the initial award or a supplemental award) thin are obligated on or after the acceptance date of this FY 2017 award. For more information and resources on the Port 20D Uniform Requirements as they relate in Off, awanus and subawards ("subywanta"), see the OR website at hups:llojp.gov/frmdingPar1200UniformRequaements.lam. In the event that an awmd-rclamd question arises from documents or other materials prepared or distributed by OR that may appeal to conflict with, or differ in some way tram, the provisions of the Part 200 Uniform Requirements, the recipient is to contact OR promptly for clarification. 3. Compliance with DOJ Grants Financial Guide The recipient agrees to comply with the DOJ Grams Financial Guide as posted on the OJP website (currently, the "2015 DOJ Grants Finmcial Guide" available at htips:fojp.govMrnmcialgufde/DOJ/indox.h=). including my updated version that may be posted during the period ofperformmee. 0MF0lUA40(X0R(R!V 4-88) 20A-13 w> US. Department of Juaticc Offine oflusticeprogmaci AWARD CONTINUATION Bureau of Justice Assistance SHEET PAGE a OF 21 Grant PROIECTNIllNBER 2017dl-BX W AWARD DATE WOMB S➢LCIAT, CONDITIONS 4. Required training for Point of Contact and all Financial Points of Contact Both the Point of Contact (POC) and all Pinancial Points Of Contact (FPOCs) for this award must have successfully ! completed as'UJP financial management and grant administration training" by 120 days after the date of the recipient's acceptance of the award Successful completion of such a training on or after January 1, 2016, wit] satisfy dlis condition. In the event that either the POC or an FPOC for [Phis award changes during the period of performance, din new POC or FPOC must have successfully completed an "OJP financial management and grant administration veining" by 120 calendar days after-- (1) the data of DIN approval of the "Change Grantee Contact" GAN (in the case of a new POC), or (2) the date the POC eaters i limmation on the new FPOC in OMS (in the case ofa new FPOC). Successful completion of such a training on or after January 1, 2016, will satisfy this condition. A list o1`01P tmiaings that OJP will consider "OJP financial management and grant administration training" for purposes ofthis condition is available at Mips://..ojp.gnv/tmining/ftntshtm. All trainings that satisfy this condition include a session on grant fraud prevention and doustion. The recipient should anticipate that OJP wil' immediately withhold ('Tiaem,") award funds if the recipient fails to comply with this condition. The recipient's failure to comply also may lead OJP m impose additional appropriate conditions on this award. 5. Requirements related to "de minimis" iml¢e t: coal rate A recipient that is eligible under the Part 200 Uniform Requirements and other applicable law to use the "de minimis" indirect cost ate described in 2 C.F.R. 200.414(i), and that elects to use the "de minimis" indirect cost rota, must advise OJP in wridug of both its eligibility and its election, and must comply with all associated requirements in the Part 200 Uniform Requirements. The "de minimis" rate may be applied only to modifed total direct costs (MTDC) u defined by the Part 200 Uniform Requirements. 6. Roquiromcnttompoapomntiallyduplicativefunding If the recipient currently bas other active awards of federal funds, or if the recipient receives my other award of fedetl funds doing the period of performance for this award, the recipient promptly toast determine whether funds from any of those other federal awards have been, are being, or are to be used (in whole or in part) for one or more of the '.. identical cost items for which funds are, provided under this award. Ifso, the recipient must promptly notify the DOJ awarding agency (OJP orOV W, as appropriate) in writing of the potential duplication, and, ifso requested by the DOJ awarding agency, most seek a budget -modification m change-ofproject-scopa grant adjustment notice (GAN) to eliminate my inappropriate duplication of funding, OlP FORM aoosn (REV. 4.89) 20A-14 U.S. Departmentof)ustice Office of.homee Programs Bureau of Justice Assistance l PROIECFN Utah 701]-W-e3(-0990 AWARD CONTINUATION SHEET Grant AWAROOATE SPECIAL CONUIIJONS it/Mltols PAGE 4 OF 21 7. Requiremenu related to System for Award Management and Universal Identifier Requirements The recipient must comply with applicable requirements regarding the System for Award Management (SAD/), currently accessible at https:/Av w.sam,gov/. This includes applicable requirements regarding registration with SAM as well as maintaining the currency of information in SAM. The recipient also must comply with applicable restrictions on subawards (" subtpants") to first -tier subrechd nts (frst-der "aubgrmtcos"), including restrictions m subawards to entities that do act acquire and provide (m the recipient) the unique entity identifier required for SAM registration. The detailsofthe recipient's obligatium related to SAM and or unique entity Identifiers are posted on the Off web site at https://ojp.gov/fundingfExplore(SAM.htm (Award condition: System for Award Vanngemem (SAM) and Universal Identifier Requirements), and are incorporated by reference bete. This condition deer rat apply to an award to an individual who received the award as a natural person f c., unrelated to my business or non-profit organization that he or she may own or operate in his or her narac). 8. All subawards ("subgruns") most have specific federal authorization The recipient, and any subrccipient ("subgrmtee°) at any tier, most comply with all applicable rcquitterm is for authorization of any subaward. This condition applies to agreements that -- for purposes of federal grants administrative requirements -- O1P considers a "subaward" (and therefore does not consider a procurement "contract"). The debits of the requirement for authorization ofmy subaward arc posted on the OR web site at htEps:flojp.goy/fundingtExploTeJSubawardAuthorimlion.hn(Award condition: All subawards ("subgrants")must have specific federal authorization), and are incorporated by reference here. 9. Specific post -award approval required to use a noncompetitive approach in any procurement contract that would exceed V50,000 The recipient, and any subrecipient ("subgrmtee") at my tier, most comply with all applicable requircmwts to obtain specific advance approval muse a noncompetitive approach in any procurement contract that would exceed the Simplified Acquisition Threshold (currently, $I50,000). This condition applies to agreements that -- for purposes of federal grants administrative requirements -- OJP considers aprommarent "coomact" (and therefore does not consider a subaward). The details of the requirement for advance approval muse a noncompetitive approach in a procurement contract under an O1P award are posted on the OR web site at bnps-Ilojp_gov/landing/ExploreMonmmpetitiveProcurameni.btm (Award condition Specific post-awmd approval required in use a noncompetitive approach in a procurement contract (if Monet Would exceed $150,Oo0)), and are incorporated by Warmest here. OP FORM 4001/1! (REV. 448) 20A-15 U.S. Deparammt;Nmaice OfficeofJusfice Programs AWARD CONTINUATION i� Bureau of Justlee Assistance SKEET PACE 3 OF 21 Grant PROJECTNUMBER 1014-WHIC-0990 AWARD DATE t1/oL2018 SPECIAL C0ADITIONS 10. Requirements Featuring to prohibited conduct related to trafficking ire persons (including reporting requirements and OR authority to terminate award) The recipient, and any subretsipierd ("subgrantee") at any tier, most comply with all applicable requirements (including requirement to report allegations) pertaining to prohibited conduct related to the trafficking of pursues, whetber on the part of recipients, sulaceipients("subipmu s"), or individuals defined (for purposes of this condition) as"employees" of the recipient or of any subrociplent. The details of the recipient's obligations related to prohibited conduct related to trafficking in persons are posted on the OJP web site athaps:,/ojp.gov/funding/Explore/PmhibitedCoaduct-Tmf6ctd g.htm(Award condition: ProWbital conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and OR authority to terminate award)), and are incorporated by reference Sere. 11. Compliance with applicable ales regarding approval, planning, and reporting of conferences, meetings, trainings, and other evens The recipient, and any subrecipient ("subgrantee') at any tier, meet comply with all applicable laws, reguluumes, pulitam, and ufircial DOJ guidance (including specific cost limits, prior approval and reporting requirements, where applicable) governing the use of federal funds for expenses related to conferences (as that term is defined by DOJ), including the provision of food and/or beverages at such cuiderm cos, and costs ofauendanee a[ such conferences. Information on the pertinent DOl def rition of conferences and the miss applicable to this award appears in the 0O1 Grams Financial Guide (currently, as section 3.10 of "Postaward Requirements" in the "2015 DOJ Grants Financial Guide"). 12. Requirement for data on performance and effectiveness under the award The recipient mast collect and maintain data that measure the performance and effectiveness of work under this award. The data must be provided to OJP in the reamer (including within the timefiames) specified by OR in the progran solicicadon orodrer applicable written guidance. Data collection supports compliance with the Government Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, and other applicable laws. 13, OJP Training Guiding principles Any training or training materials that the recipient -- or any subrecipient (" subgrantee") at any tier --develops or delivers with OJP award funds most adhere W the 011` Training Cuidiag Principles for Ormtem and Subgranlees, available at baps:/,rojp.gov/funding/ojptrainingguidmgprinoipks.htm. 14. Effect of failure an address audit issues The recipient understands and agrees that theDO1 awarding agency (OJP or OV W, as appropriate) may withhold award funds, or may impose other related requirements, if (as determined by the DOJ awarding agency) the recipient does cot satisfactorily and promptly address outstanding issum from audits required by the Part 200 Untform Requirements (or by the terms of this award), or other outstanding issues that arise in connection with audits, investigations, or reviews of DO1 awards. 15. Potential imposition ofadditional requirements The recipient agrees to comply with any additional requirements that may be imposul by the DOJ awardmg agency (OJP or OV W, - appropriate) during the period of performance for this award if the recipient is designated as "bigh- risk" for purposes of the DOJ high -risk grantee list OIPFORM4NM (RRv_ 449) 20A-16 U.S. BepartmemofJusbee Office of Justice Pmgrams ii AWARD CONTINUATION Bureau of ,iustice Assistance SHEETI PAGE 6 OF 21 PROIECTI4UMBEx 2017-Ur-ex-msd Grant AWArsannlu 11I022016 SPFCIAI. CONDITIONS 16. Compliance with DOI regulations pertaining to civil rights and nondiscrimination-28 C.F.R. Part 42 The recipient, and any subreci➢ient ("subgrantee") at any for. must comply with all applicable requirements of28 C.F.R. Part 42, specifically including any applicable requirements in Subpart B of 28 CF.R. Par[ 42 that relate to an equal employment opportunity program. 17. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 The recipient, and any stitumipient("subgrantee') at any tier, must comply with all applicable requirements of 28 C.F.R. Pont 54, which relates to nondiscrimination on the basis of sex in certain "education programs." 18- Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 38 The recipient, and any subrecipimt("subecmtee") at any tier, inner comply with all applicable requirements of28 C.F.R Pan 38, specifically including say applicable requirements regarding written notice W program be..f6arics mrd prospemive program beneficiaries. Pan 38 of28 C.F.R., a UOJ regulation, was amended effective May 4,2016. Among other things, 28 C.F.R. Part 38 includes rules that prohibit specific forms of discrimination on the basis of religion, a religious belief, a refusal to hold a religious belief, or refusal to attend or participate in a religious practice. Part 38 also sets out mles and requirements that pertain to recipient and subrecipient ("subgrmrtee") organi atiom that engage in or conduct explicitly religious activities, as well as rules and requirements than pertain to recipients and subrecipients that are Faith -based or religious organizations. The text of the regulation, now milled "Partnerships with Faith -Based and Other Neighborhood Organizations," is available via the Electmnic Code of Federal Regulations (currently accessible at https://www.cefr.gov.lcgi- bin/ECFR?page-browse), by browsing to Title 28-Judicial Adamimatiou, Chapter 1, Part 38, under c-CFR "cumear' data 19, Restrictions on "lobbying" In general, as a matter of federal law, federal funds Candied by OJP may Out be used by the recipient, or any suhrecipient ("subgmntec") at any tied, either directly or indirectly, to support or oppose the enactment, repeal, modification, or adoption of my law, regulation, or policy, at any level of government See 18 U.S.C. 1913. (There maybe exceptions flan applicable federal statute specifically authorizes certain activities thatothnrwise world be barradby law.) .Another federal law generally prohibits federal brads awarded by OJP from being used by the recipient, or any subeecipient at my tier, to pay any person to influence (or mempt to iuflueace) a federal agency, a Member of Cangress, or Congress (or an official or employee of my of them) with respect to the awarding of a federal grant or cooperative agreement, subgmn; contract subcontract, or loan, or with respect to actions such as renewing, extending, or modifying any such award, See 31 U.S.C. 1352. Certain exceptions to this law apply, including an exception that applies to Indian tribes and tribal organizations. Should any question arise as in whether a particular use of federal funds by a recipient (or subrecipicnp would or might fall within the scope ofibese prohibitions, the recipient is to contact OR for guidance, and may act proceed without thc express prior written approval of 01P. OR FORM 400oo (REV, 486) 20A-17 U.S. Department of Justice �. Office of Justice Programs AWARD CONTINUATION ` f] Bureau of Justice Assistance SHEET PACE 7 Or 21 Grant '.,. PROTMle 4W-X 2017-Dr-RX-09K AWARD DATE 11101201e _---- SPECJAL CON0InOZ 20. Compliance with general appropriations -law restrictions on the use of federal funds (FY 2017) The recipient, and any subrccipicut ("subgraume") at soy tier, must comply with all applicable restrictions on the use of federal funds set out in federal appropriations statutes. Pertinent restrictions, including from various "gcnemt provisions" in the Consolidated Appropriations Act, 2017, are set out at hupsJ/ojp.guvlfmtdingrExplore(FY17AppropriatiansRestrictionahtm, and are incorporated by reference here Should a question arise as to whethera particular use of fedesul funds by a recipient (or a subrecipient) would or might fall within the scope of an approprialwns.luw natnetion, the recipient is to contact OR for guidance, and may not proceed without the express prior written approval of OJP. 21. Reporting Potential Fraud,Waste, and Abuse, and Similar Misconduct The recipient and any subrecipients ("subgrantees") must pmmptlyrefer to the DOJ Office ofthe Inspector Guam[ (OIG) any credible evidence that a principal, employee, agent, nubreeipient, contractor, subcontractor, or otherperson has, in Connection with funds under this award-- (1) submitted a claim that violates the False Claims Act; or(2) committed a etiminal or civil violation oflaws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct. Potential fund, waste, abuse, or misconduct involving or relating to funds under this award should be reported to the OIG by— (1) mall directed to: Office of the Inspector General, U,S. Department of Justice, Investigations Division, 1425 New York Avenue, N.W. Suite 7100, Washington, DC 20510; and/or (2) the DOJ 010 hodine: (conlacl information in English and Spanish) at (800) 869-4499 (phone) or (202) 616-9881 (Pax). Additional information is available from the DOJ DID websim at bops://oig.jusKce.gowbotlinc. OJ? FORM 4omn- (UV."8) 20A-18 U.S. Department oflusticc cr Office oflusioe programs Bureau of Justice Assistance PROIEGTNUIYffiER 2017DI-BXA99a AWARD CONTINUATION SHEET Grant AWAaDDATE 11/02lrota SPECIAL CONDITIONS 22. Restrictions and certifications regarding non -disclosure agreements and related matters PAGE s OF 21 No recipient or subrecipient ("subgramec") under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require my employee or contractor to sign an internal confidentiality agreement or statement drat prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) ofwaste, fraud, or abuse to an, investigative or law enforcement representative of a federal departarmt or agency authorized to receive such information The foregoing is notintcnded, and shall not be undersmod by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form4414 (which relates to sensitive compartmented information), or say other form issued by a federal depurlment or agency governing the nondisclosure of classified information. L In eccepttag this award, the recipient — a. represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport m prohibit or restrict) employees or contractors hoar reporting waste, fraud, or abuse as described above; and b. eerdfies that, if it learns or is notified that it is or has been requiring its employees orcontractors m execute agreements or statements that prohibit or otherwise restrict (or purport in prohibitor restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop nay further obligations of award funds, will provide prompt written notification to the federal agency making this award, and will resume (or permitresnmptian of) such obligations only ifoxpressly authorized to do so by that agency. 2. If the recipient does or is authnriz d under this award ro make subawards ("subgrants"), procurement commas, or both -- a. itrepmentsfhat-- (1) it has determined that no otherentity that the recipient's application purposes may or will receive award funds (whether through a subaward ("subgmnt'), procuremem contract, or subeontra t under aprocurement contact) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit orothenvise cure ently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, orabuse as described above; and (2) it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. itcerfifies that, if it learns or is notified that any suhrecipient, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statcsuents that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop my further obligations ofaward funds to or by that entity, will provide prompt written notification to the federal agency making this awed, and will resume (or permit resumption ot) such obligations only if expressly authorized to do so by that agency. OR FOREI 400M(REV. 4-M) 20A-19 U.S Department of Justice Office of Justice Programs Bureau of Justice Assistance PnomcrtaumeEa 2M7m-ax.0s90 AWARD CONTINUATION SHEET Grant AWARDDATn 1VOli2019 SPECIAL COADMONS 23. Compliance with 41 U.S.C.4712(including prohibitions on reprisal; noticeto employees) PAOR 9 OF 21 The recipient (.ad any submcipienl at any tie)..t comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable provision, that prohibit, under specified uhmumstances, discrimination against an employee as reprisal for the employee's disclosure ofinfomnation related to gross mis ntr agementof a federal grant, a gross waste of federal funds, an abuse of authority reining to a federal grant, a substantial and specific danger to public health or safety, or a violation of law, mle, or regulation related to a federal grant. The recipient also most inform its employees, in writing (and in the predominant native language of the workforce), of employee rights and remedies under 41 U.S.C. 4712, Should a question arise as to the applicability of flue provisions of41 O.S.C. 4712 to this award, the recipient is In contact the DOJ awarding agency (OJP or OV W, as appropriate) for guidanco. 24. Encoumgcmcnt ofpoGcies to ban textmessagiogwWledriviog Pursuant to Executive Order 13513, °Federal Leadership on Reducing Text Messaging While Driving,' 74 Fed. Reg. 51225 (October 1, 2009), DOJ encourages recipients and subrecipients ("snbgrantees") m adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this award, and to establish workplace safety policies and conduct education, awareness, and other outreach m decrease crashes caused by distracted drivers. 25. Ccoperatingwilh OJPMonitoring The recipient agrees to cooperatewith OR monitoring ofthis awazd amount to OR s guidelines, protocols, and procedures, and to cooperate with OR (including the grant manager for this award and the Office of Chieflimenceial Officer (OCFO)) requests mlatcd to such manibrm& including requests related In desk reviews and/or site visits. The recipient agrees to provide to OR ell documentation necessary for OJP to complete its monitoring tasks, including documentation related to any subawards made under this award. Further, the recipient ageccs to abide by reasonable deadlines setby OJP for pmvidiag the requested documents. Failure to coopemte with OJP's monimring activities may result in actions that affect the recipient's DOJ awards, including, but rat limited ro: withholdings and/or other restrictions on the recipient's access to award funds; refenal to the DOJ OIG for audit review; desiguadon ofthe recipient as a DOJ Hight Risk grantee; or mensuration ofan award(s). 26. FFATA reporting: Subawards and executive compensation The recipient must comply with applicable requirements to report first -tier subawards ("subgrants") of $25,000 or MOM and, in certain circumstances, to report the names and rural Wmpeneation of the five most highly compensated executives of thc rmipicnt and E t-tier subreoipicnts (tint -tier %ubgrantees") of award funds. The demils ofreeipieut obligations, which derive from the Federal Funding Accountability and Transparency Act of2006 (FFATA), are posted on the OJP web site at hops:/iojp.gov/fundingjExplorwYFATA.htm (Award condition: Reporting Subawards and Executive Compeusatioa), and arc incorporated by reference here. This condition, including id reporting requiremcnQ dots not apply to— (1) en award of less than M,000, or (2) an award made to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). ON F=V stain tREV. 443) 20A-20 a U.S. Department ofJuafioa OfficenflustiesPrograms AWARD CONTINUATION Rareau of Justice Assistance SHEET roue 10 OF 21 Grant � _.._ PROII;CThTRdMA ]0]7-DI-B%4990 AWARD ❑4TP. 11/022a18 SPECIAL CONDITIONS 27. Use of program income Program income (as defined in the Part 200 Uniform Requirements) must be used in accordance with the provisions of the Part 200 Uniform Requirements. Program income earnings and expenditures both must be reported on the quarterly Federal Financial Report, SF 425. 28- Justice Information Sharing In order to promote information sharing and enable interoperebility among disparate systems across the justice and public safetyco rmunity, the recipient (and any subrocipient at any tier) must comply with DON Global Justice Information Sharing Initiative (DOSS Global) guidelines and recommendations for this particular award. TLe recipient shall conform to the Global Standards Package (GSP) and all consthuent elements, where applicable, as described are https:/fit.ojp.gov/gsp_gmnicondition. The recipiei shall desuarcal planned approaches to information sharing and describe compliance to the GSP and appropriate privacy policy that protects shared information, or provide detailed justification for why an alternative approach is recommended 29. Avoidance ofduphoation of networks To avoid duplicating existing netwod¢ or IT systems in any initiatives funded by BJA for law enforcement information sharing systems which involve interstate connectivity hetweenjurisdicdom, such systems shall employ, se the extent possible, existing networks as the communication backbone to achieve interstate connectivity, unless the recipient can demonstrate to the satisfaction ofBJA that this requirement would not be cost effective or would impair ire functionality of an existing or proposed IT system. 39. Compliance with 28 C.F.R. Part 23 Whh respect to any information technology system funded or supported by funds under this award, the recipient (and any subrecipient at any tier) must comply with 28 C.F.R. Part 23, Criminal Intelligence Systems Operating Policies, if OJP determines this regulation to be applicable. Stood OJP determine 28 C.P.R. Put 23 to be applicable, OJP may, at its discretion, perform audits ofthe system, as per the regulation. Should any violation of 28 C.F.R. Part 23 occur, the recipient may be tined as per 42 C.S.C. 3789g(c}(d� The recipient may at satisfy such a fine with federal fuads. 31, Protection ofosman research subjects The recipient (and any subreeipient at any tier) must comply with the requirements of28 C.F.P. Part 46 and all OJP Policies and procedures regarding Lie protection a rlwmau research subjects, including ublaminentof lnstimnonel Revicw Board approval, it appropriate, and subject informed conseat 32. Confidentiality ofdati The recipient (and Any subrecipient at any tier) must comply with all confidentiality requirements 01742 US C_ 37R9g and 28 C.F.R Part 22 that are applicable to collection, use, and revelation of Bala or information. The recipient further agrees, as a condition of award approval, to submit a Privacy Carrificare that is In accord with requirements of 28 C.F.R. Part 22 and, in particular, 28 C F.R. 22.23. OJP FORM 40111M (REV 4-381 20A-21 U.S. DepamnentofJustice Office of Justice Programs AWARD CONTINUATION a f Bureau of Justice Assistance SHEET PAM It or xt Grant PROJECT tlnlrtaER Y019-111-aX-0990 AWARD HATE 11!0212018 SPECIAL CONDIZIO,VS 33. VedBcation and updating of recipient contact information The recipient must verify its Point ofC mmcITOC), Financial Point of Contact (FPOC), and Authorized Representative contact [formation in GMS, including telephone number and e-mail address. If any information is incorrect orbas changed, a Grant Adjustment Notice (GAN) most be submitted via the Grants M=gcment System (OMS) to document changes. 34. Law enforcement task forces -required training Within 120 days of award acceptance, each correct member of a law enforcement task force funded with award funds who is a task farce commander, agency exmutive, task force offices, or other task force member o£equivalent rank, most complete required online (intcmet-based) taakforce training. Additionally, all theme task Faroe member must complete This training once during the period of performance for this award, or once every four years if multiple OJP awards include this requirement. The required training is available free of charge online through the BJA-funded Center for Task Force Integrity and Leadership (www.ettli.org). The training addressed task force effectiveness, as well as other key issues including privacy mid civil libartieshighls, task force performance measurement' personnel selection, and task fame oversight and accountability. If award funds are used to support task force, the recipient must compile and maintain a task force personnel mster, along with course completion certificates. Additmoal information regarding the training is available through BIA's web site and the Center for Task Force Integrity and Leadership (www.ctfli.org). 35, Required attendance al BJA-sponsored events The recipient (and its subrceiph ous at any tier) must participate in B1A-sponsored training events, technical assistance events, or conferences held by BJA or its designees, upon BJA's request. 36. Justification of consultant rate Approval of tltis award does not indicate approval of any consuimut rate in excess of$650 per day. A detailed justification must be submitted to and approved by the OJP program office prior to obligation or, expen limun of such foods. ON FORM 40002 WV 449) 20A-22 U.S. Depam.cnt of Justice Office of Justice Programs AWARD CONTINUATION Btareau of Justice Assistance SHEET PAGE 12 OF 21 Grant PROJECTNIMHER 2017OI-EX09% AWARD DATE ttl022019 SPECIAL COND17YONS 37. Compli once with National Environmental Policy Act and related statutes Upon request, the recipient (and my subrecipienl at my tier) must assist BJA in complying with the National Environmenal Policy Act (NEPA), die National Historic Preservation. Act, and other related federal enviromnental impact analyses requirements in the use of these award funds, either directly by the recipient or by a subrecipient. Accordingly, the recipient agrees to first determine if any ofhe following activities will be Funded by the grata, prior to obligating funds for any of these purposes. If it is determined that any ofhe following activities will be funded by the award, the recipient agrees m contact BJA. The recipient understands that this condition applies to new activities as set out below, whether or not they are being specifically funded with these award funds. That is, as long so, the activity is being conducted by the recipieut, a subtecipicn5 or any third party, and the activity needs an be undertaken in order muse these award funds, rids condition mast first be met The activities covered by this condition are: a. New concoction; Is. Mirror renovation or remodeling ofa property located in as cuviiomnentally or historically sensitive ores, including properties located within a I00-year food plain, a wetland, or habitat for endangered species, or a property listed on or eligible for listing on the National Register of Historic Places; c. A renovation, lease, or any proposed use ofa building or facility that will either (a) result in a change In its basic prior use or (b) significantly change its sirz; it. implementation ofa new program involving the use of chemicals other than chemicals that arc (a) purchased as an incidental component of a funded activity and (b) traditionally used, for example, in cities, household, recreational, or educationenvironments; and e. Implementation ofa program reladng to clandestine methamphemmine laboratory operations, including the identification, seizure, or closure of elandcsdne trcthemphctamine laboratories. The recipient understands and agrees that complying with NEPA may require the preparation of an Environmental Assevwnent and/or an Environmental bnpact Statement, as directed by BJA. The recipient further understands and agrees to the requirements for implementation ofa Mitigation Plan, as detailed at https://bia.gov,'Funding/nepa.ht", for programs relating to methamphetarnme laboratory operations. Application of This Condition to Aecipiam's Existing Programs or Activities: For my of the recipient's or its subrecipients' existing programs or activities that will be funded by these award funds, the recipient, upon specific request from BIA, agrees to cooperate with IUA in my preparation by BJA ofa national or progtann enviromnental assessment of that fund ad program or activity. 38. Establishment of tout Pond If award funds arc being drawn down in advance, the recipient (or a subrecipient, with respect to a subaward) is required to establish a must fond account. (The most fund may ormay, not be an interest -bearing accomt.) The fund, including my interest, may not be used to, pay debw or expenses incurred by other activities beyond the scope othe Edward Byrne Memorial Justice Assistance Grant Program (JAG). The recipient also agrees to obligate the award funds in the most food (including any interest eamed) during the period of perfarmmce for the award and expend within 90 days thereafter. Any unobligated or unexpended funds, including interest earned, most be returned to OJP at the time nf.l.s.m. OR FORM 4Ma (REV.4 aa) 20A-23 - U.S. Deymimeui uClusdce Office of Justice Programs AWARD CO]NT)IN UATION t t Bureau of Justice Assistance SHEET PACE 13 Or 21 A. Grant PROJRCI'N(nR 2or7-DJ-M4)990 AWARE DATE 1110220.a SPECUIL CONDITIONS 39. Prohibition on use ofaward funds for matchunder BVP program JAG funds may be used to purchase lasts for an agency, but they may not be used as the 50%match for purposes of the DOJ Bulletproof Vest Partnership (BVP) program. 40. Certification of body armor "mandatory weer" policies The recipient agrees to submit a signed certification that all law enforcement agencies receiving body armor purchased with funds from this award have a written "mandatory wem" policy in effect The recipient must keep signed Fordficadons on fik for any subrMigients planning W utilize funds from this award for ballistic -resistant and stab - resistant body armor purchases. This policy most he in place for at least all aniformed officers before any foods from this award may be used by an agency for body armor. Them me no requirements regarding the nature of the policy other than it be a mandatory wear policy for all uniformed officers while on duty. '.. 41. Body armor- compliance with NU standards Ballistic -resistant and stab -resistant body annor purchased with JAG award funds may be purchased at any threat level, make or model, from any distributor or mannfacti er, as long as the body armor has been tested and found to comply with applicable National lostimte of Justice ballistic or stab standards and is listed on doe HIS Compliant Body Armor Model List (https:llmj.gov,). In addition, ballistic -resistant and stab -resistant body armor purchased must he American -made. The latest NO standard information can be found here: littps://nij.govi opieshechnology/body- nrmor/pages/safety-iwtintive.aspx. ''.. 42. Required monitoring ofsubawards The recipient must monitor subawmds under this JAG award in accordance with all applicable smtutes, regulations, award conditions, and the DOJ Grants Financial Guide, and must include the applicable conditions of this meant in any subaward. Among other things, the recipient is responsible for oversight of subrecipicnt spending and moniteriag of specific outcomes and benefits attributable to use of award funds by subrecipients. The recipient agrees to suborn, upon reques, documentation of its policies and procedums far monitoring of subawards under this award. 43. Reporting acquirement. The recipient must submit quarterly Federal Financial Reports (SF-425) and semi-ansial performance reports through OJP's GMS (https://gmms.ejp.usdoj.gov). Consistent with the Deparbncnt's responsibilities under the Geverameut Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, the recipient must provide data that measures the results ofits work The recipient must submit quarterly performance metrics reports though BJA's Performance Measurement Tool (PMI)websile(wwwijaperformoseemols.mg). For more detailed information on '.. reporting and other JAG requirements, reforto the JAG reporting requirements webpage. Failure to submit required JAG reports by established deadlines may result in the freezing of grant funds and future High Risk designation. 44. Required data on law enfomement agency training Any law enforcement agency receiving direct or sub awarded funding from this JAG award most submit quarterly accountability metrics data related to gaining that officers have received on the use of force, metal and ethnic bias, de- escalation of conflict, and constmetive engagement with die public. DIP FORM dnlaln (RPV 4R8) 20A-24 U.S. Department of Justice Office of Justice Programs Bureau Of Justice Assistance PROIYC"f NUMdER 201]-N-BX-p59p 45. Proldbitad Expenditures List AWARD CONTINUATION SKEET PAGE 14 OF 21 V'iaRt AWARD DATE 111mo18 SPECIAL CONDITIONS Award fonds may not be used for items that am listed on the Prohibited Expenditure List at the time of purchase or acquisition, including as the list may be amended from time to time. The Prohibited Expenditure List may be accessed here: httpx//www.bjagov/funding/JAGCatstrolledPnmhueListpdf 46. Controlled expenditures - prior written approval required Award Rinds may not be used for items that are listed on the Controlled Expenditure List at the time of purchase or acquisition, including es the list maybe emended from time to time, without explicit written prior approval fmmBJA. The Controlled Expenditure List, and instructions on how To request approval for purchase or acquisitions are set out at https./iw w.bja.gov/funding/JA(3ContmIledP=hweList.pdf V. Controlled expenditure: - incidemt reporting If an agency uses award funds m purchase or acquire any item on the Controlled Expenditure List atthe time of purchase or acquisition, including as the list may be amended from time to time, the ugenery must collect and retain (for at (cast 3 years) certain hrfonuatiou about the use of— (1) any @demlly-acquired Controlled Equipment in the agency's inventory, and (2) any other controlled equipment in the same category as the federally -acquired controlled equipment in the agency's inventory, regardless of source; and the agency must make that information available in WA upon request Details about what information must be collected and retained are set out at https://oip.gov/docaQ.E- Equipment-W G-Final-Report pdf 48. Sale of items om Controlled Expenditure Lisa Notwithstanding the provision of the Part 200 Uniform Requirements set out at 2 C.F.R. 200.313, no equipment listed on the Controlled Expenditure List that is purchased with award funds may be transferred or sold to a third parry, except as described below: a. Agencies may transfer or sell any wuuulied equipmem, except riot helmets and not shields, m a Law Emtomement Agency (LEA) after obtaining prior written approval from BJA. As a condition ofthal appmeal, the acquiring LEA will be required to submit information and certifications to BJA on if it were mquesting approval to use twin funds for the initial purchase of items on the Controlled Fxpeaditme List. b. Agencies may not transferor sell my riot helmet orriot shields purcbased under this award. c. Agencies may nottransferor sell any Controlled Equipment purchased under this award to non -LEAS, with the exception of fixed wing aircraft, rotary wing aircraft, and command and control vehicles. Before any such transfer or sale is finalized, the agency must obtain prior written approval from Bilk All law enforcement -related and other sensitive or potentially dangerous compomnts, and all law enforcement insignias and identifying markings must be removed prior to transfer or sale. The recipient must notify D.IA prior to the disposal of any items on the Controlled Expenditure List purchased with award funds, and must abide by any applicable laws (including regulations) in such disposal. 49_ Prohibited ar controlled expeadiNras - Effect of failure an comply Failure to comply with an award condition related to prohibited or controlled expenditures may result in denial of any fanherappeovals of controlled expenditures under this or oil=federal awards. OR FORM 40002 (REV. 4-83) 20A-25 U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance PaomcrNuMnna 2017-w-nx-0990 50. Controlled expenditures - Standards AWARD CONTINUATION SHEET PAGE IS Or 21 Grant Lw:tanlrrM, SPAUML CONDIMONS Consistentwith recommeMedon 2.l afExecutive Order 13688, a law enforcement agency that acquires controlled cquipmentwith award funds must adopt robust and specific written policies and protocols governing General Policing Standards and Specific Controlled Equipment Standards. General Policing Standards includes politics on (a) Community Policing; (b) Constitutional Policing; and (a) Community Input and Impact Considerations. Specific Controlled Equipment Standards includes policies specifically related to (a) Appropriate Use of Controlled Equipment (b) Supervision of Use; (c) Effurtivea ns Evaluation; (d) Auditing and Accountability; and (c) Transparency and Notice Considerations. Upon OJP's request, the recipient must provide acopy of the General Policing Standards and Specific Controlled Equipment Standards, and any related policies and protocols. 51. Authorization to obligate (federal) award funds to reimburse certain project costs incurred on at after October 1, 2016 The recipient may obligate(federal) award funds only after therecipient makes a valid acceptance ofthe award. Asof the first day of the period of perfummnce for the award (October 1, 2016), however, the recipient may choose to incar project costsusing tun -federal funds, but soy such project costs us incurred at the recipients risk until, at a minimum— (1) the recipient makes a valid acceptance of the award, and (2) all applicable withholding conditions arc removed by OIP (via a Grmt AdjustmentNotiee). (A withholding condition is ¢ condition in the award docum sat that precludes the recipient from obligating, expanding, or drawing down all or a portion of the award funds until the condition is removed,) Except to the extent (if any) that an award condition expressly precludes reimbursement ofproject costs incurred "at - risk," if and when the recipient makes a valid acceptance of this award and OR removes each applicable withholding condition through a Grant Adjustment Notice, the recipient is authorized to obligate (federal) award funds to reimburse itself forproject costs incurred "at-tisk" earlier during the period ofperformanc, (such as project costs incurred prior to award acceptance or prior m removal of an applicable withholding condition), provided that those project war$ otherwise are allowstble costs under* a award. Nothing in this condition shall beunderstood to authorize the recipient (an any subreeplent at any fier) to use award funds to "supplant" State or local funds in violation of tho recipient's certification (executed by the chiefexecutive of the State or local govcmm ad) that federal funds will be used to increase the amounts of such funds that would, in the absence of federal funds, be made available for law enforcement actwifies. 52. "Certification ofCompliunce with 8 U.S.C. 1373" required for valid award acceptance by a unit of local government In order validly to accept this award, the applicant local government most submit the required "Certification of Compliance with 8 U.S.C. 1373" (executed by the chic legal officer of thc local govcr ament). Unless that exceuted certification either— (1) is submitted to ON together with the fithyexecuted award document, or (2) is uploaded in OJP's GMS no later than the day the signed award document is submitted to OJP, any submission by a unit of local government that purports in accept the award is invalid. If an infect award -acceptance submission by therecipient is invalid, once the unit of local government does submit the necessary cerdficatioo regrading 8 U.S.C. 1373, it may submit a fully -executed award document executed by the unit of local government on or after the date of that cedificstion. For purposes of this condition, "local government" does not include any Indian ldbes. OIP FORM40002 (REV. 88) 20A-26 U.S. Department of Justice Office of Justice Programs ' Bureau of Justice Assistance PROIECTMAMER ?D11-DI-BX-0990 AWARD CONM-UATION SHEET Grant AWARODATF 11/OL2018 SPECL41 CONDITIONS 53. Ongoing compliance with 8 U.S.C. 1373 is required PAGE 16 OF 21 1. With respect to the "program or aefivity" funded in whole or part under this award (including any such "program or activity" of any subrecipient at any 6.), throughout the period ofperformunce for the award, no Sum, or local government entity, -agency, or official may prohibit or in my way restrict— (1) any government entity or -official from sending or receiving information regarding citizenship or immigration samis w described in 8 LLS C. 1373(a); or (2) a goverment entity or -agency from sanding, requesting orreceiving, maintaining, or exchanging mIr msadora regarding immigration status as described in U.S.C. 1373(b). For purposes of this award, any prohibition (or restriction) that violates this condition is as "inferramion-communication restriction." 2. Certifications from subrecipients. The recipient may not make a subaward to a Sate or local government or a "public" institution ofhigher education, unless it first obtains a certification of complimec with 8 U.S.C. 1373, properly executed by the chleflegal officer of the jurisdiction or institution that would receive the subaward, using the appropriate farm available at hate, l;ojp.govlfunding'FxplarelSampleCerfifmatiom-8U8C1373.htm. Similarly, the recipieat most require that no subrecipient (at my tier) may make a further subaward to a State or local government or a "public" mattutien of higher education, unless it fist obtains a certification of compliance with 8 U.S.C. 1373, properly executed by the chieflegal officer of the jurisdiction or institution that would receive the further subaward, using the appropriate OJP form. 3. The recipient's monitoring responsibilities include monitoring of snbrecipient compliance with the requirements of this condition. 4. Allowable costs. Compliance with these requirements is an authorized and priority purpose of this award. To the extent that such costs are not reimbursed under any other federal program, award funds any be obligated (including for authorized reimbursements) for the reasonable, necessary, and allocable costs (if my) that the recipient, or my subm;ipimn at my tier dint is a Sao or Iota( government or a "public " institution of higher education, incurs no implement this condition. 5. Rules of Construction A. For purposes of&a condition: (1) "State" and "local government" include any agency or other entity thereof, but not any institution of higher education or any Indian tribe. (2) A "public" institution ofhighor education is one that is owned, oonteollcd, or directly funded by a State or local government. (3) "Program or activity" meats what it means under title V1 of the Civil Rights Act of 1964 (see 42 U.S.C. 2000d-4a) (4) "lmmigradonstams" means what it means for purposes of U.S.C. 1373 (Illegal Immigration Reform and Immigrant Responsibility Act of 1996); and terms that are defined in 8 U.S.C. 1101 (Immigration and Nationality Act) mew what they mew wider that section I ICI, except that the term "Sate" also shall include American Samoa (ef 42 U.S.C. 901(a)(2)). (5) pursuant to the provisions set out at (or referemed in) 8 U.S.C. 1551 time ("Abolition... and Toonfer of Functions"), references m the "htnigmtion and Naturalization S^rvice" in 8 US.C. 1373 are to be read as references to particular components of the Department of Homeland Security (DIIS). B. Nothing in this condition shall be understood to authorize or require my recipient, any suhrecipient at any tier, any State or local government, any "public" institution of higher education, or any other Entity (or individual) to violate my federal law, including any applicable civilrights of noudiscriuduation law. ON FORM IOW/: (REV.448) 20A-27 U.S. Department oflustice Office oflustice Programs j Bureau of Justice Assistance i PROJOCrtafMDER 2017 1)1-10(-0990 AWARD CONTINUATION SHEET Grant AWARD DATE 11N1,301B PAGE CI OF 21 SPECUL CONDITIONS IMPORTANTNOTE: Any questions about the meaning orscope of this condition should bedirected to OIP, before award accaptance. 54. Authority to obligate award funds contingenton compliance with 8 U.S.C. 1373;unallowablecosts, obligation to notify A. 716eIf91igim(piegtioh�Y4�N' bak�5veisaufentihe time nfthe obligatiov,the "program oractivity" of the recipient (prof any subrecipient at any tier that is a tither a Stale or unit of local govermnent or a "public" institution of higher education) that a funded in whole or in part with award funds is subjectto any "informadoncommunication restriction." B. In addition, with respect to any project costs it incurs "at risk," the recipient may not obligate award funds to reimburse iuelfif— at the time it incurs such tests — the'program or activity" of@erecildent(or ofany subrecipient at any tier that is a either a State or unit of local government or a "public' institution of higher education) that would be reimbursed in whole or in part with award finds was subject to any "information cnuau nicafion restriction" C. Any drawdown of award funds by'the recipient shall be considered, for all proposes, to be a material representation by OSe recipient n OJP that, as ofthe date the recipient requests the drawdown, the recipient and all subrecipienls (regardless oftier) are incompliance with 8 U.S.C. 1373. D. The recipient must promptly notify OJP(in writing) if the recipient, from its requisite monitoring of compliance with award conditions or otherwise, has credible evidence that indicates that the funded "program or activity" of the recipient, or of any subrecipient at any tier that is either a State or a local gow avant or a "public' imliudion of higher education, maybe subject to any "intomtetion-communication restriction." In addition, any subaward(a[ any tier) to a subrecipient that is either a State or local government or a "public" institution of higher education most require prompt uotification to the entity that made the subaward, should the subrecipient such credible evidence regarding an "information -communication restriction." 2. Any subaward (at any tier) to a subrecipient that is either a State or a local govemmen: or a "public" institution of higher education must provide that the. subrecipient may not obligate award funds if, at the time of the obligation, the "program arse tivity" of the subrecipient (or of any further suob subrecipient at any tier) that is funded in whole or in part with award funds is subject to any "information -communication restriction." 3. Absentee express written determination by DOJ to the contrary, based upon a finding by DOI of compelling circumstances (e.g., a small amount of award funds obligated by therecipient at the time of a subrecipient's minor and transitory noncompliance, which was unknown to the recipient despite diligent monitoring), arty obligations of award funds that, under this condition, may not be made shall be unallowable costs for purposes ofthis award Inmakingany such determination, DOI will give great weight to evidence submitted by the recipient that demonstrates diligent monitoring of subrecipient compliance with the requirements set out in the award condition entitled "Ongoing compliance with 8 U.S.C. 1373 is required." 4. Rules ofConstmction A. For purposes of this condition"informatioucomnemication resuictlen" ties tire meaning set out in the award condition entitled "Ongoing compliance with 8 U.S_C. 1373 is required." B. Both the" Rules of Construction" Rod the "Important Note" set out in the award condition entitled"Ongoing compliance with 8 U.S.C. 1373 is required" are incorporated by reference asthough set forth here in fall. Our FORA 4000'2 (REV, q as) 20A-28 U.S. Department of Justice Office of Justice Programs ` Bureau of Justice Assistance PItD1ECT1,7UTtHF.R 2014-DI-BX0990 AWARD CONTUNUATION SHEET Grant AWARD DATE I110=19 SPECIAL COVDITIONS 55. Required Slate-levelnles orpmetices related w aliens; allowablecosts PAGE 18 OF 21 The following provisions apply to the recipient of this award, if the recipient is a Snare government, and also apply to any State -government subrecipient at any tier (whether or not the recipient is a State government). 1. Requirements With respect to the "program or activity- that is funded (in whole or in part) by this award, as of the date the recipient accept this award, and throughout the remainder of the period ofperfonnance for the award -- A. A State statute, or a State rule, -regulation, -policy, or -practice, must be in place that is designed to ensure that agents of the United States acting under color of federal law in fact are given to access any State (or State.coutrscted) c nnoticnal facility for the purpose of permitting such age= to meet with individuals who are (or are believed by such agents to be) aliens and m inquire as to such individuals' right to be orremain in the United States. B. A State statute, or a State rule,-regdudon, -policy, or -practice, must be in place that is designed to ensure that, when a State for State -contracted) correctional facility receives from DHS a formal written request audutrired by the Immigration and Nationality Act that seats advance notice ofthe scheduled release date and time for a particular alien in such facility, then such facility will honor such request and— as early as practicable (see post. 4,B. of this rvnditlon) --provide the requested notice to DHS. 2. Monitoring The recipient's mumimmi; responsibilities include monitoring ofsuhrecipicat compliance with the requirements ofthis condition. 3. Moveable cuss Compliance with these regviremens is an authorized and priority purpose of thus award. To the extent that such toss am not reimbursed under any other federal program, award funds may be obligated (including far authorized reimbursements) for the reasonable, necessary, and allocable costa (if any) of-- (1) developing and putting into place statutes, rules, regulations, policies, and practices to satisfy this condition, and (2) permitting access as described in pars. LA. above, and (3) honoring any request from DHS that is encompassed by para I.R. above. 4. Rulesofconsiruction A. Forpurposes of this condition-- (1) thereon "alien" means what it means under section 101 ofthe Immigration and Nationality Act (sec 8 U.S.0 I IDI(E)(3)). (2) the term "corectional facility" means what it means under the Title I of the Omnibus Crime Control and Safe Streets Act of 1968 (sec 42 U.S.C. 3791(aH7)). B. Nothing in this condition shall be understood to authorize or require any recipient, any subrecipient at any tier, any State or local government, or any other entity or individual to maintain (or detain) any individual in custody beyond the date and time the individual would have been rcicascd in the absence of this condition. Current DHS practice is ordinarily to request advance notice of scheduled release "as early as practicable (at least 48 hour, if possible).' (See DHS Form 1-247A (3/17)). In die event that (e.g., fit light of dtc date DHS made such request) the scheduled release date and time for an alien are such as not to permit the advance notice that DHS has requested, it shall cotbe a violation of this condition to provide only as much advance notice as practicable. OUP FO" 400012 (REV. 489) 20A-29 r U.S. Department of Joni Office of Justice programs Bureau of Justice Assistance �� PlrO1FCTNLMnFR AWARD CONTINUATION SBEET PAGE l9 OF 21 Grant 3017.Or-BR-0990 AVV P DATE 11/01/2018 SPECLIL CONDITIONS NOTE Current DHS practice is to use one form (DHS Form I-247A (3117)) for two distinct purposes -- m request advance notice of eheduled release, and to request that an individual be detained for up to 48 hours AFTER the scheduled release. This condition imposes NO requirements as to such DHS requests for detention. C. Both the "Rules of Construction" and the "Important Note" set out in the award condition entitled "Ongoing compliance with 8 U.S.C. 1373 is required" are incorporated by reference as though set forth here in full. 56. Required local -government -level rules or practices related to ahm allowable costs The following provisions apply b the recipient of this award, if the recipient is a unit of local government, and also apply to any local-goverrmnt subrecipient of this award at any tier (whetter or not the recipient itselfis a unit oflocal govern m) 1. Requirements With respectto the "pmgnm reactivity" that is funded (in whole or to part) by tiffs award, as of the dale the recipient Mori this award, and throughout the remainder of the period ofperfortnance for the awar(f- A. A local ordiamoc, -rule, -regulation, -policy, or practice (or an applicable State statute, -rule, -regulation, - policy, or practice) most be in place that is designed to ensure that agents of the United States acting under color of federal law in fact are given access a local-govemment (or local-govermmenbcontracted) correctional facility for the purpose ofpermitting such agents to meet with individuals who are (or are believed by each agents to be) aliens and to inquire os to such individuals'right m be or remain in the United States. B_ A local ordinance, -rule, -regulation, -policy, or -practice (or an applicable State statute, -rule, -regulation, - policy, or -practice) must be in place that is designed to ensure that, when a local-goverament (or knoll-govemment- contracted) Containers] facility receives from DHS a formal written request authorized by the Immigration and Nationality Act that seeks advance notice orthe whedulel release date and time for a particular alien in such facility, than such facility will honor such request and -- as early as practicable (see "Rules of Construction" incorporated by pam.4 B. of this condition)-- provide the requested notice to DHS. 2. Monitoring The recipient's mun inning responsibilities include monitoring of subreripicat compliance with the requirements of this condition. 3. Allowablecosm Compliance with these requirements is an ac(hurized and priority purpose of this award. To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated (including for authorized reimbursements) for the reasonable, necessary, and allocable costs (if my) of (1) developing and putting into place statutes, ordinances, rules, togudations, policies, and practices to satisfy this condition, (2) permitting seem as described in pan. I.A. above, and (3) honoring any request from DHS that is encompassed by pars, I.B. above. 4. Rules of construction A. The"Rules ofConsuuction"and the "Important Note"set out in the award condition entitled "Ongoing compliance with 8 U.S.C. 1373 is requited" are incorporated by mferece as though set forth here in fill. B. The " Rules of Construction" set out in the award condition entitled "Required State -level rules or practices related to slims; allowable costs" are incorporated by refereace as though set forth here in full. On' FORM 400012 (REVA-th 20A-30 U.S. Department of Justice Office oflustkeprograms AWARD CONTINUATION ' ? Bureau of Justice Assistance SHEET ➢ACF 2e or 21 Grant ➢RnJFCTN7MEFA 10I7DLRX.0990 AWARD DATE MOMMS SPECIAL CONDEMS 57. Useoffunds for DNA testing; upload of DNA profiles Ifawardf suds we used for DNA testing of evidentiary materials, any resulting eligible DNA profiles must be uploaded to the Combined DNA Index System ("CODIS," the DNA database operated by the FBI) by a government DNA laboratory with access to CODIS No profiles generated under this award maybe entered or uploaded tow any non -governmental DNA database without prior express written approval from INA. Award funds may not he used for the purchase of DNA equipment and supplies unless the resulting DNA profiles may be accepted for may into CODIS 58. Encouragement ofsubmission of"success stories" '.. BSA strongly ancoumgea the recipient to submit annual (or mom frequent) JAG success stories. To submit a success awry, sign is to a My 13JA acwunt at hops://www.bjagov,4.ogin.aspx to access the Success Story Submission form. If the recipient does not yet have a My BJA account, please register at hfps:/)www.bja.gov/pmfile.aspx. Once registered, one of the available areas on the My BSA page Will be "My Success Stories." Within this box, there is an option to add a Success Story. Once reviewed and approved by HJA, all success stories will appear on the HIA Success Story web page at httpsdhvww.bjagovi'gmce%StoryLista px. 59. Fecquimment in disclose whether recipieot is dcsiguatod "high risk° by a fcdcml grant -making agency outside ofDOJ If the recipient is designated "high risk" by a federal grant -making agency outside of DOS, currently or at any time during the course of da period of performnco under this award, the recipient most disclose that fact and certain related Information to OJP by email at OSflComplianceReporting@ojp.usdoj.gov. For purposes of this disclosure, high risk includes any status under which a federal awarding agency provides additional oversight due to the recipients past _ performance, or other programmatic or financial concerns with the recipient. The recipients disclosure must include the following: 1. The feclaral awarding agency that currently designates the recipient high risk 2. The date the recipient was designated high risk, 3. The high -risk point of contact at that federal awarding agency (name, phone number, and email address), and 4. The reasons for the high -risk status, as set out by the federal awarding agency. 60. Reclassification of various statutory provisiom to a new Title 34 of the United States Code On September 1, 2017, various statutory provisions previously codified elsewhere in the U.S. Code were editorially reclassified to a new Title 34, entitled "Crime Control and Law Enforcement." The reclassification encompassed a number of so mtory provisions piamricat to OR awards (diet is, OJP smuts and cooperative agreements), including many provisions previously codified in Title 42 of the U.S. Code. Effective as of September 1, 2017, any reference in this award document to a smmrory provision that has been reclassified to tlhe new Tide 34 of the ItS. Code is to be read as a reference to that stationary provision as reclassified w fill This rule ofconstruction specifically includes references set am in award conditions, eafercoccs set out in material incorporated by reference through award conditions, and references set out in other award requirements. 61, Withholding offunds: Required cerHfcaflon from the chief executive of the applicant government The recipient rosy not obligate, expend, or draw down any award funds until the treatment submits the required "Codifications and Assurances by the Chief Executive of the Applicant Government," properly -executed (as determined by Off), Rod a Grant Adjustment Notice (GAN) has boon issued to remove this condition. OP FORM 400012 (REV. 4-89) 20A-31 U.S. Department of Justice OfiiceofJustice programs AWARD CONTINUATION oAxRnreau of Justice Assistance SHEET PACE 21 OF 21 Grant PAOIECf KU2ABER 2017-1I-BX-0990 AWARD DATE nmanms SFECLIL COND17YONS 62. Withholding offends. Mrmorandmn of Understanding The recipient may not obligate, expand, or draw down any award funds until OJP has reviewed and approved the Memorandum of Understanding (MOU), and a Grant Adjustment Notice (GAN) has been issued m remove this condition. 61. Withholding offunds: Budgetnarmtive The recipient may not obligate, expend, or draw down any award funds until the recipient submits, and OJP reviews and accepts, the budget narrative for the award, and a Grant Adjustment Notice (GAN) has here issued to remove this condition. 64. Withholding of funds: Disclosure of pendingapplications j The recipient may not obligate, expend, or draw down any award funds until: (1) it has provided to the grant manager for this OJP award either an "applicant disclosure offending applications" for federal funding or a specific, affirmative statement that no such pending applications (whether direct or indirect) exist, in accordance with the detailed instructions at the program solicitation, (2) OJP has completed its review of the information provided and of any '.. supplemental information it may request, (3) the recipient has made any adjustments to the award that GO may require to prevent or eliminate any inappropriate duplication of funding (e.g., budget modification, project scope adjustment), (4) if appropriate adjustments to a discretionary award cannot be made, the recipient has agreed in writing m any necessary reduction ofthe award amount in my amount sufficient to prevent duplication (as determined by OR), and (5) a Gmm Adjustment Notice has been issued to remove this condition. 65. No funds under this award may be provided m the City of Sears Ana unless and until (1) the recipient and the City of Santa Ana have submitted additional material to OF concerning the City of Santa Ana's compliance with 8 U.S.O. § 1373, (2) OR has verified thatjurisdicdon's compliance with 8 U.SC. 11373, and (3) OR issues a Grant Adjustment Notice (GAN) to modify or remove this ennditioa OR FORM 40002 (REV. 4.88) 20A-32 U.S. Department of Justice Ottice of Justice Programs Bureau of Justice Assistance rfaAm'pn. O.C. 2013, Memorandum To: Official Grant File From: Orbin Terry, NEPA Coordinator Subject: Incorporates NEPA Compliance in Further Developmental Stages for County of Orange The Edward Byron Memorial Justice Assistance Grant Program (JAG) allows slates and local governments to support abroad range of activities to prevent and control crime and to improve the criminal justice system, some of which could have environmental impacts. All recipients o£JAG finding must assist BJA in complying with NEPA and other related federal environmental impact analyses requirements in the use of grant funds, whether the funds arc used directly by the grantee or by a subgrantee or third party. Accordingly, prior to obligating funds for any of the specified activities, the grantee must first determine if any of the specified activities will be funded by the grant. The specified activities requiring environmental analysis are: a. New construction; b. Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including properties located within a 100-year flood plain, a wetland, or habitat for endangered species, or a property listed on or eligible for listing on the National Register of Historic Places; c. A renovation, lease, or any proposed use of a building or facility that will either (a) result in a change in its basic prior use or (b) signffcantly change its size; d. Implementation of a new program involving the use of chemicals other than chemicals that are (a) purchased as an incidental component of a funded activity and (b) traditionally used, for example, in office, household, recreational, or education environments; and e. Implementation of a program relating to clandestine methamphetamine laboratory operations, including the identification, seizure, or closure of clandestine methamphetarame laboratories. Complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement, as directed by BJA. Further, for programs relating to methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be required. For more information about Mitigation Plan requirements, please see https://www.bja.gov/Funding/napa.html. Please be sure to carefully review the grant conditions on your award document, as it may contain more specific information about environmental compliance. 20A-33 U.S. Department oflumtice '... GRANT MANAGER'S MEMORANDUM, PT. I: GrJicn,.0annarmgama - PROJECT SUMMARY Bureau of Justice Assistance Grant PRGJE(.T N JMBER PAGE 1 OF 1 2017-BJ-DX-0990 '. projectisuppundr FYll(BJAASwem JAG Ua) Tifl.I.Mb. LNo. 90-J51(gnerally wdifcA at 62 U.3.C.3]I1.319]H-5), dWing subpamlofpertE(codifiedv 42 U.S.C.3]30-A58); se vso 26 U.S.C. 5300(a). 1 STAFF CDNTACT Cie ame& mlphone number) Melanie Davis (202)305-]944 In. TITLE OF THEPROGRAM 2. PROJECT 1) R TOR (Name, address & WMhone camber) Tan, Nguyen Grant Manager 10 Civic Ceram Plata 0mnge, CA92868 3303 (714) 935-6369 act6869 Jb. POMS CODE (SEE INSTRUCTIONS Justice Assistance Grant (JAG)Progmm- fond Solicitation ON REVFJISD 4. TITLE OF PROJECT Om%c CountyA aEYt]JAG Project 5. NAIJE & ADURFSS UP GRAN I F.F. Ceunly of Orange 10 Civic Censer Plaza Seam Ana, CA 92701 6. NAME & ADRESS OF SIJBGRANTEE ]. PROGRAMPERIOD ( B. BUDGET PERIOD PROM: 10/012016 TO: 095M020 FROM: t9/012016 M 09/302020 9. AMOI.NT OF AWAR➢ 10. DATE OF AWARD 8376j49 11/022018 11. SECOND YEAR'S BUI)GEJ : 12. SECOND YEAR'S BUDGET AMOINT IJ. THIRD VFAR'S eUUGE'f NNRIOD i Id. THIRD YFJtR5 BULN}ET AMOUNT ' 15. SUMMARY DESCRIPTION OF PROJECT (See lmtacdun on. reverse) TTe Edward Byntn Memorial Juatim Aaaimnce Gant Pmgmm (JAG) allows sates and uniis oflecal governtuenq including vibes, w support a bread rage of criminaljastice related nepvidea Cased on der own stare earn local needs and conditions. Gram funds can In, used for saw and local itddadves, aectaiaol assistance, training,personnel, equipment supplies, contocaml sugwtt, and information sysmms for aimimljustime, including for any One or mom of to foRawing purposs v: l) law enfomemeat mogmau; 2) prosecution and comp ogams: 3) prevention and aduestion programs; 4) wmcti=and community ecamotiom progmmr: 5) dtug rmaaant and eNememevt pnegam; 6) planuog, evaluation, and w1andogy impmvemeur p opmas;'J) crime victim and waarss pw,ams (otter dw compem adon): and 8) maw, Imalrh pm,amna and slated law enfomemeat and comcdams pmgama, including behavioral pmgmms and crisis imarvealon team. This local JAG award will ba saved by din County and one or mmreJmsdiu(ons idea ified as dispeam winds the cumin[ Film Year eligibility list (www.bja.gov0ag). JAG fuming will he used msu,,r. criminal justice mradives that fall under one or more ofthe Whaaabb program areas above Aay ' OR FORM 4W0 (REV. 4-98). 20A-34 egwpmentpurct s or ftndcd uutivnvw smb ua uverdmc, mak foram, drug prugmo,iu£ommtica sbaro,.eic. will be aimcd at redudng crime ead/oraduncirrst publidatlimt safcry. NCANCF 20A-35 Exhibit 2 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE (SHERIFF) AND THE ELIGIBLE MUNICIPAL CITIES AS PUBLISHED BY OFFICE OF JUSTICE PROGRAMS IN THE FY 2018 EDWARD BYRNE MEMORIAL FUND —JUSTICE ASSISTANCE GRANT "JAG' LOCAL SOLICITATION PROJECT NUMBER 2018-DJ-BX-0820 AWARD DATE 11/16/2018 ACCEPTANCE DATE:8/23/2019 1. Participants Participants hereto acknowledge the County of Orange as lead fiscal agent in charge of programmatic oversight and administration of funds and compliance over all eligible participant law enforcement agencies, hereinafter referred to individually as "Party" and jointly as "the Parties." IL Purpose The purpose of this Memorandum of Understanding (MOU) is to support of the objectives of the Office of Justice Programs, expressly those identified as Priority Purpose Areas (PPAs) for the term of this award. Ill. Program Overview and Description of Projects) The Edward Byrne Memorial Justice Assistance Grant Program (JAG) allows states and units of local government, including tribes, to support a broad range of criminal justice related activities based on their own state and local needs and conditions. Equipment purchases or funded initiatives such as overtime, task forces, drug programs, information sharing, etc. will be aimed at reducing crime and/or enhancing public/officer safety. JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice, including for any one or more of the following purpose areas: 1) law enforcement programs; 2) prosecution and court programs; 3) prevention and education programs; 4) corrections and community corrections programs; 5) drug treatment and enforcement programs; 6) planning, evaluation, and technology improvement programs; 7) crime victim and witness programs (other than compensation); and 8) mental health programs and related law enforcement and corrections programs, including behavioral programs and crisis intervention teams. The County of Orange (Sheriff) will determine validity of each project included in the application 20A-36 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE (SHERIFF) AND THE ELIGIBLE MUNICIPAL CITIES AS PUBLISHED BY OFFICE OF JUSTICE PROGRAMS IN THE FY 2018 EDWARD BYRNE MEMORIAL FUND —JUSTICE ASSISTANCE GRANT "JAG" LOCAL SOLICITATION PROJECT NUMBER 2018-DJ-BX-0820 AWARD DATE 11/16/2018 ACCEPTANCE DATE:8/23/2019 and subsequent awards. JAG funding will be used to support criminal justice initiatives that fall under one or more of the allowable program areas above. This award is subject to all administrative and financial requirements, including the timely submission of all financial and programmatic reports, resolution of all interim audit findings, and the maintenance of a minimum level of cash -on -hand. Should you not adhere to these requirements, you will be in violation of the terms of this agreement and the award will be subject to termination for cause or other administrative action as appropriate. THE UNDERSIGNED PARTIES HERETO ACKNOWLEDGE THE RECEIPT OF FUNDS FROM THE DEPARTMENT OF JUSTICE AND TRANSFER OF FUNDS FROM COUNTY TO MUNICPAL GOVERNMENTS AS DETAILED IN "ATTACHMENT 1: LOCAL AWARD ALLOCATION TABLE: ORANGE COUNTY, CA." COUNTY OF ORANGE COUNTY EXECUTIVE OFFICER, FRANK KIM Shtnff DO, 'ba as AUTHORIZED SIG A RY ORANGE COUNTY SHERIFF'S DEPARTMENT FISCAL AGENT GRANTS ADMINISTRATOR AUTHORIZED SIGNATORY ANAHEIM CITY ANAHEIM POLICE DEPARTMENT CITY MANAGER AUTHORIZED SIGNATORY BUENA PARK CITY BUENA PARK POLICE DEPARTMENT CITY MANAGER AUTHORIZED SIGNATORY COSTA MESA CITY COSTA MESA POLICE DEPARTMENT CITY MANAGER AUTHORIZED SIGNATORY APM- OYED AS TO FORA U;ME�OF THE COUNlCOMM CO ORAWP- COUNTY. A 008: s 5 20A-37 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE (SHERIFF) AND THE ELIGIBLE MUNICIPAL CITIES AS PUBLISHED BY OFFICE OF JUSTICE PROGRAMS IN THE FY 2018 EDWARD BYRNE MEMORIAL FUND -JUSTICE ASSISTANCE GRANT "JAG' LOCAL SOLICITATION PROJECT NUMBER 2018-DJ-BX-0820 AWARD DATE 11/16/2018 ACCEPTANCE DATE:8/23/2019 FULLERTON CITY FULLERTON POLICE DEPARTMENT CITY MANAGER GARDEN GROVE CITY GARDEN GROVE POLICE DEPARTMENT CITY MANAGER HUNTINGTON BEACH CITY HUNTINGTON BEACH POLICE DEPARTMENT CITY MANAGER IRVINE CITY IRVINE POLICE DEPARTMENT CITY MANAGER ORANGE CITY ORANGE POLICE DEPARTMENT CITY MANAGER SANTA ANA CITY SANTA ANA POLICE DEPARTMENT CITY MANAGER AAPPROVEDarAS TO FORM Tama ! go Assistant Cij>y 8 AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE (SHERIFF) AND THE ELIGIBLE MUNICIPAL CITIES AS PUBLISHED BY OFFICE OF JUSTICE PROGRAMS IN THE FY 2018 EDWARD BYRNE MEMORIAL FUND - JUSTICE ASSISTANCE GRANT "JAG" LOCAL SOLICITATION PROJECT NUMBER 2018-DJ-BX-0820 AWARD DATE 11/16/2018 ACCEPTANCE DATE: 8/23/2019 STANTON CITY STANTON POLICE DEPARTMENT CITY MANAGER WESTMINSTER CITY WESTMINSTER POLICE DEPARTMENT CITY MANAGER AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY 20A-39 W O X O mMa � W 7 g 0 e0f w O m CMppp O VO'O c co cc) M r (7 0 O OD 06 n (p M h O W tDD M M r N O 0 1 8 in N N m cm ry p) � I p) M N R� U fA 69 fA ei 6% 69 64 6% 6% 69 69 64 O LL 0 0 0 0 0 0 0 O O (OM O O C (p r N O O N fl N pj M (O O • p) 't r r sY (O M co O O -t co N E N N U) OD (O N N M O N r O O 'O O h r- (O c0 p) O co r C 0 e- a �69�N•��6 U4646960 z Z O a `I a R ,CD o U c co 0 0 o e o 0 o Cl)o e (i j o n n aD p) V (M co p) Cl) Il O N r It W .- W N^ p) a o J-,t N V (O cD O6 1-: N M N N V a C Q O N- m N O O N w 0 m M 00 mU V v N N (p co(O N N M lf) N r 0 0 CO MNO MN PIT a 69 eq ua fA 69 fR to 69 EfT 69 64 Hi z :D t U E m m m iu m m m m m m m W ` 3aaaLl aap_aa (7 4) c 2 2 2 .2 0 ;u a Z > > c c c c c c O p D 7 7 3 7 3 7 7 7 7 O co N }2 }} F } E I- FFww } U Z 7) H Y Q U O Z }} U W w�<W0(DF- F UZZco N Q2ZFQ--W�h ZZFo� •= R' Q W In _j W Z I- i� Z a W n 0 <caC)=L 0xU9 Oocncn� co r O Q F OW Z U W (, c Q O J Q U U) D J U U -j 0 co O N } W E 0) O a` W� �co Q co a Ln w O Q � N lL p U. N w? S m N O E Z J O ` w m U a Z aw 20A-40 co r O Q F OW Z U W (, c Q O J Q U U) D J U U -j 0 co O N } W E 0) O a` W� �co Q co a Ln w O Q � N lL p U. N w? S m N O E Z J O ` w m U a Z aw 20A-40 U.S. DEPARTMENT OF JUSTICE OFFICE OF JUSTICE PROGRAMS Edward Byrne Justice Assistance Grant Program FY 2018 Local Solicitation Certifications and Assurances by the Chief Executive of the Applicant Government On behalf of the applicant unit of local government named below, in support of that locality's application for an award under the FY 2018 Edward Byrne Justice Assistance Grant ("JAG") Program, and further to 34 U.S.C. § 10153(a), certify to the Office of Justice Programs ("OJP"), U.S. Department of Justice ("USDOJ"), that all of the following are true and correct: 1. 1 am the chief executive of the applicant unit of local government named below, and I have the authority to make the following representations on my own behalf as chief executive and on behalf of the applicant unit of local government. I understand that these representations will be relied upon as material in any OJP decision to make an award, under the application described above, to the applicant unit of local government. 2. 1 certify that no federal funds made available by the award (if any) that OJP makes based on the application described above will be used to supplant local funds, but will be used to increase the amounts of such funds that would, in the absence of federal funds, be made available for law enforcement activities. 3. 1 assure that the application described above (and any amendment to that application) was submitted for review to the governing body of the unit of local government (e.g., city council or county commission), or to an organization designated by that governing body, not less than 30 days before the date of this certification. 4. 1 assure that, before the date of this certification— (a) the application described above (and any amendment to that application) was made public; and (b) an opportunity to comment on that application (or amendment) was provided to citizens and to neighborhood or community -based organizations, to the extent applicable law or established procedure made such an opportunity available. 5. 1 assure that, for each fiscal year of the award (if any) that OJP makes based on the application described above, the applicant unit of local government will maintain and report such data, records, and information (programmatic and financial), as OJP may reasonably require. 6. 1 have carefully reviewed 34 U.S.C. § 10153(a)(5), and, with respect to the programs to be funded by the award (if any), I hereby make the certification required by section 10153(a)(5), as to each of the items specified therein. Paragraphs 7 and 8 of the Certifications and Assurances Removed i] 9x 7114 _ Unit of Date of tertificalion Local Government 7/ onAld garnex Printed Name of Chief Executive Name of Applicant Unit Titl of�Y ecutive 6rr44'•- 0i-v12r APi'AOV4D AS TO FORM CfFICE cF THE COUNTY COUNSEL ORANGE, COUNTY. CAL� IL 20A-X Rev. August 22, 2018 U.S. Department of Justice t� Office of Justice Programs Office of the Assistant Attorney General aW.ShmgWD.C. 20531 November 16,2019 Sheriff Sandra Hutchens County of Orange 10 Civic Center Plaza Santa Ana, CA 92701 Dear Sheriff Hutchens: On behalf of Attorney General Jefferson Sessions III, it is my pleasure to inform you that the Office of Justice Programs has approved your application for funding under the FY 18 Edward Byrne Memorial Justice Assistance Grant (JAG) Program - Local Solicitation in the amount of 5410,195 for County of Orange. Enclosed you will find the Grant Award and Special Conditions documents. This award is subject to all administrative and financial requirements, including the timely submission of all financial and programmatic reports, resolution of all interim audit findings, and the maintenance of a minimum level of cash -on -hand. Should you not adhere to these requirements, you will be in violation of the terns of this agreement and the award will be subject to termination for cause or other administrative action as appropriate. If you have questions regarding this award, please contact - Program Questions, Linda Hill -Franklin, Program Manager at (202) 514-0712; and - Financial Questions, the Office of the Chief Financial Officer, Customer Service Center (CSC) at (900) 438-0786, or you may contact the CSC at askocIia&sdcj.gov. Congratulations, and we look forward to working with you. Sincerely, Matt Dummermuth Principal Deputy Assistant Attorney General Enclosures 20A-42 OFFICE FOR CIVIL RIGHTS l , Office of Justice Programs U.S. Department of Justice 810 7th Street, NW Washington, DC 20531 Tel: (202) 307-0690 TTY: (202) 307-2027 E-mail: askOCRQusdoj.gov Website: www.ojp.usdoj.gov/ocr OCR Letter to All Recipients November 16, 2018 Sheriff Sandra Hutchens County of Orange 10 Civic Center Plaza Santa Ana, CA 92701 Dear Sheriff Hutchens Congratulations on your recent award. In establishing financial assistance programs, Congress linked the receipt of federal funding to compliance with federal civil rights laws. The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOI) is responsible for ensuring that recipients of financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OV W) comply with the applicable federal civil rights laws. We at the OCR are available to help you and your organization meet the civil rights requirements that come with DOI funding. Ensuring Access to Federally Assisted Programs Federal laws that apply to recipients of financial assistance from the DOI prohibit discrimination on the basis of race, color, national origin, religion, sex, or disability in funded programs or activities, not only in employment but also in the delivery of services or benefits. A federal law also prohibits recipients from discriminating on the basis of age in the delivery of services or benefits. In March of 2013, President Obama signed the Violence Against Women Reauthorization Act of 2013, The statute amends the Violence Against Women Act of 1994 (VAWA) by including a nondiscrimination grant condition that prolubits discrimination based on actual or perceived race, color, national origin, religion, sex, disability, sexual orientation, or gender identity. The new nondiscrimination grant condition applies to certain programs funded after October 1, 2013. The OCR and the OV W have developed answers to some frequently asked questions about this provision to assist recipients of VAWA funds to understand their obligations. The Frequently Asked Questions are available athttps://ojp.gov/abouVocr/vawafags.htm. Enforcing Civil Rights Laws All recipients of federal financial assistance, regardless of the portion]ar funding source, the amount of the grant award, or the number of employees in the workforce, are subject to prohibitions against unlawful discrimination. Accordingly, the OCR investigates recipients that are the subject of discrimination complaints from both individuals and groups. In addition, based on regulatory criteria, the OCR selects a number of recipients each year for compliance reviews, audits that require recipients to submit data showing that they are providing services equitably to all segments of their service population and that their employment practices meet equal opportunity standards, 20A-43 Providing Services to Limited English Proficiency (LEP) Individuals In accordance with DOS guidance pertaining to Title VI of the Civil Rights Act of 1964,42 U.S.C. § 2000d, recipients of federal financial assistance must take reasonable steps to provide meaningful access to their programs and activities for persons with limited English proficiency (LEP). See U.S. Department of Justice, Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons, 67 Fed. Reg. 41,455 (2002). For more information on the civil rights responsibilities that recipients have in providing language services to LEP individuals, please see the website hfps://www.lep.gov. Ensuring Equal Treatment of Faith -Based Organizations and Safeguarding Constitutional Protections Related to Religion The DOJ regulation, Partnerships with Faith -Based and Other Neighborhood Organizations, 28 C.F.R. pt. 38, updated in April 2016, prohibits all recipient organizations, whether they are law enforcement agencies, governmental agencies, educational institutions, houses of worship, or faith -based organizations, from using financial assistance from the DOI to food explicitly religious activities. Explicitly religious activities include worship, religious instruction, or proselytization. While funded organizations may engage in non -funded explicitly religious activities (e.g., prayer), they must hold them separately from the activities funded by the DOJ, and recipients cannot compel beneficiaries to participate in them. The regulation also makes clear that organizations participating in programs funded by the DOI are not permitted to discr inmate in the provision of services on the basis of a beneficiary's religion, religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. Funded faith -based organizations mast also provide written notice to beneficiaries, advising them that if they should object to the religious character of the funded faith based organization, the funded faith -based organization will take reasonable steps to refer the beneficiary to an alternative service provider. For more information on the regulation, please see the OCR's website at https://ojp.gov/about/ocr/partnemhips.hun, SAAs and faith -based organizations should also note that the Omnibus Crime Control and Safe Streets Act (Safe Streets Act) of 1968, es amended, 34 U.S.C. § 10228(c); the Victims of Crime Act of 1984, as amended, 34 U.S.C. § 20110(e); the Juvenile Justice and Delinquency Prevention Act of 1974, as amended, 34 U.S.C. § I I182(b); and VAWA, as amended, 34 U.S.C. § 12291(bx13), contain prohibitions against discrimination on the basis of religion in employment. Despite these nondiscrimination provisions, the DOJ has concluded that it may constme the Religious Freedom Restoration Act (RFRA) on a ease -by - case basis to permit some faith -based organisations to receive DOJ funds while taking into account religion when hiring staff, even if the statute that authorizes die funding program generally forbids recipients from considering religion in employment decisions. Please consult with the OCR if you have any questions about the regulation or the application of RFRA to the statutes that prohibit discrimination in employment. Using Arrest and Conviction Records in Making Employment Decisions The OCR issued an advisory document for recipients on the proper use of arrest and conviction records in making hiring decisions. See Advisory for Recipients of Financial Assistance from the U.S. Department of Justice on the U.S. Equal Employment Opportunity Commission's Enforcement Guidance: Consideration of Arrest and Conviction Records in EmploymenrDecisions Under 77de V11 of the Civil Rights Act of1964(June 2013), available at https://ojp.gov/about/ocr/pdfs/lJsco(Conviction_Advisory.pdf Recipients should be mindful that the misuse of armst or conviction records to screen either applicants for employment or employees for retention or promotion may have a disparate impact based on race or national origin, resulting in unlawful employment discrimination. In tight of the Advisory, recipients should consult local counsel in reviewing their employment practices. If warranted, recipients should also incorporate an analysis of the use of arrest and conviction records in their Equal Employment Opportunity Plana (EEOPs) (see below). Complying with the Safe Streets Act An organization that is a recipient of financial assistance subject to the nondiscrimination provisions of the Safe Streets Act, most meet two obligations: (1) complying with the federal regulation pertaining to the development of an EEOP (see 28 C.F.R. pt. 42, subpt. E) and (2) submitting to the OCR findings of discrimination (see 28 C.F.R. §§ 42.204(c), .205(e)(5)). 20A-44 Meeting the EEOP Requirement An EEOP is a comprehensive document that analyzes a recipient's relevant labor market data, as well as the recipient's employment practices, to identify possible barriers to the participation of women and minorities in all levels of a recipients workforce. As a recipient of DOJ funding, you may be required to submit an EEO? Certification Report or an EEOP Utilization Report to the OCR For more information on whetheryour organization is subject to the EEOP requirements, see https://ojp.gov/abouVocr/emp.htm. Additionally, you may request technical assistance from an EEOP specialist at the OCR by telephone at (202) 616-1771 or by e-mail at EEOPforms@usdoj.gov. Meeting the Requirement to Submit Findings of Discrimination If in the three years prior to the date of the grant award, your organization has received an adverse finding of discrimination based on race color, national origin, religion, or sex, after a due -process hearing, from a state or federal court or from a state or federal administrative agency, your organization must send a copy of the finding to the OCR. Ensuring the Compliance of Subrecipients SAAs must have standard assurances to notify subreeipients of their civil rights obligations, written procedures to address discrimination complaints filed against subrecipients, methods to monitor subrecipients' compliance with civil rights requirements, and a program to train subrecipients on applicable civil rights taws. In addition, SAAs must submit to the OCR every three years written Methods of Administration (MOA) that summarize the policies and procedures that they have implemented to ensure the civil rights compliance of subrecipicros. For mote information on the MOA requirement, see https://Ojp.gov/funding/Explore/SmteMethodsAdmin-FY2017update.htm. If the OCR can assist you in any way in fulfilling your organization's civil rights responsibilities as a recipient of federal financial assistance, please contact us. Sincerely, 79�a. A&o&-- Michael L. Alston Director cc: Grant Manager Financial Analyst 20A-45 U.S. Department of Justice Office of Justice Programs is Bureau of Justice Assistance 1. RECIPIENT NAME AND ADDRESS (Including Zip Code) County of Orange 10 Civic Carter Plena Santa Ana, CA 92701 2a GRANTEE BtS/VENDORNO 95000928/ 26 GRANTEE DUNS NO, 111950874 3. I'ROIECT'TD LE FY 18 Local JAG Program Grant 4..A WARD NUMBER: 2018-DJ-BX-0820 5. PROJECT PERIOD: FROM BUDGET PERIOD: FROM 6.AWARDDATE 11/162018 8. SUPPLEMENT NUMBER W 9. PREVIOUS AWARD AMOUNT 10, AMOUNT OF THIS AWARD 1 I. TOTAL AWARD _-I-,---,- --I—,.-,--- I 10/0112017 TO 09/302021 10/01/2017 TO D9/302021 7. ACTION Bern" $0 $ 410,195 $410,195 12. SPECIAL CONDITIONS I IM ABOVE GRANT PROJECT IS APPROVED SUBJECT TO SUCH CONDITIONS OR LIMITATIONS AS ARE SET FORTH ON THE ATTACHED PAGE(SL 13. STATUTORY AUTHORITY FOR GRANT '1-his pmject is supported under BYI8(BJA -JAG Stele & JAG Local) Title I o£Pub. L. No. 90-351 (generally codified at 34 U.S.C. 10101-10726), including subpart I .£part E (codified at 34 U.S.C. 10151-10158); see also 28 U.S.C. 530C(.) 14. CATALOG OF DOMESTIC FEDERAL ASSISTANCE (CFDA Number) ' '-- 16.738 - Edward eyme Memorial Justice Assistance Grant Program 15. METHOD OF PAYMENT GPRS I �- AGENCYAPPROVAL _ _ GRA.YPEE ACCEPTANCE 16.TYPE➢ NAME AND TITLE OF APPROVING OFFICLU 18, TYPED N7AME AND TITLE. OF AUTHORIZED GRANTEE OFFICIAL mm Matt Duermuth �Dq y4rn4.1, Principal Deputy Assistant ARomey General Sheriff 17 SIGNATURE OF APPROVING OFFICIAL 119.SIG TURE OF AUTHORIZHI b' IENT OFFICIAL DATE 119A. AGENCY USB 20. ACCOUNTING CLASSIFICATION CODES � 21. TDIDGT0688 I FISCAL FUND BUD. DIV. YEAR CODE ACT. OFC. REG. SIB. POMS AMOUNT X B DI 80 00 00 410195 i 00 FORM 40002 (REV. 5-87) PREVIOUS EDITIONS ARE OBSOLETE. APM0VED AS TOFORM OFRCE OP nis COUNTY COLNM CRANGE, COUNTY, CNJFOFUyA OIP FORM 40002(REV. 4-88) etv1 %�/1 lam`_ 41 A 2 U.S. Department of Justice Office of Justice Programs is Bureau of Justice Assistance fi PRONCT NUMBER 2018-DJ-0X-0820 AWARD CONTINUATION SI'DOET PAGE 2 OF 23 Grant AWARD DATE/1/1612018 SPECIAL CONDITIONS 1. Requirements of the award; remedies for non-compliance or for materially false statements The conditions of this award are material requirements of the award. Compliance with any certifications or assurances submitted by or on behalf of the recipient that relate to conduct during the period of performance also is a material requirement of this award. Failure to comply with any one or more of these award requirements -- whether a condition set out in full below, a condition incorporated by reference below, or a certification or assurance related to conduct during the award period -- may result in the Office of Justice Programs ("OH") taking appropriate action with respect to the recipient and the award. Among other things, the OJP may withhold award funds, disallow costs, or suspend or terminate the award. The Department of Justice ("DOF), including OJP, also may take other legal action as appropriate. Any materially false, fictitious, or fraudulent statement to the federal government related to this award (or concealment or omission of a material fact) may be the subject of criminal prosecution (including under 18 U.S.C. 1001 and/or 1621, and/or 34 U.S.C. 10271-10273), and also may lead to imposition of civil penalties and administrative remedies for false claims or otherwise (including under 31 U.S.C. 3729-3730 and 3801-3812). Should any provision of a requirement of this award be held to be invalid or unenforceable by its terms, that provision shall first be applied with a limited construction sow to give it the maximum effect permitted bylaw. Should it be held, instead, that the provision is utterly invalid or -unenforceable, such provision shall be deemed severable from this award 2. Applicability of Part 200 Uniform Requirements The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 C.F.R. Part 200, as adopted and supplemented by DOJ in 2 C.r.R. Part 2800 (together, the "Part 200 Uniform Requirements") apply to this FY 2018 award from OJP. The Part 200 Uniform Requirements were first adopted by DOJ on December 26, 2014. If this FY 2018 award supplements funds previously awarded by OJP under the same award number (e.g., funds awarded during or before December 2014), the Part 200 Uniform Requirements apply with respect to all funds under that award number (regardless of the award date, and regardless of whether derived from the initial award or a supplemental award) that are obligated on or after the acceptance date of this FY 2018 award. For more information and resources on the Part 200 Uniform Requirements as they relate to OJP awards and subawards ("subgrants"), see the OJP website at https://ojp.gov/funding/Part200UniforniRequimments.htm. Record retention and access: Records pertinent to the award that the recipient (and any subrecipient ("subgramee") at any tier) must retain -- typically for a period of 3 years from the date of submission of the final expenditure report (Sr 425), unless a different retention period applies -- and to which the recipient (and any subrecipient ("subgmntee") at any tier) must provide access, include performance measurement information, in addition to the financial records, supporting documents, statistical records, and other pertinent records indicated at l CY.R. 200.333. In the event that an award -related question arises from document% or other materials prepared or distributed by OR that may appear to conflict with, or differ in some way from, the provisions of the Part 200 Uniform Requirements, the recipient is to contact OR promptly for clarification- OJP FORM 4000/2 (REV. 4-88) 20A-47 U.S. Department of Justice Office of Justice Programs; j Bureau of Justice Assistance PROJECTNUNBER 2018-DJ-BX0820 ANVARD CONTINUATION SHEET Grant AWARD DATE 1111&2018 SPECIAL CONDITIONS 3. Compliance with DOJ Grants Financial Guide PAaF a Al 11 References to the DOI Grants Financial Guide are to the DOJ Grants Financial Guide as posted on the OJP websim (currently, the "DOJ Giants Financial Guide" available at https://ojp.gov/f=cialguide/DOJ/index.htm), including any updated version that maybe posted during the period of performance. The recipient agrees to comply with the DOJ Grants Financial Guide. 4. Reclassification of various statutory provisions to a new Title 34 of the United States Code On September 1, 2017, various statutory provisions previously codified elsewhere in the U.S. Code were editorially reclassified to a new Title 34, entitled "Crime Control and Law Enforcement" The reclassification encompassed a number of statutory provisions pertinent to OJP awards (that is, OJP grants and cooperative agreements), including many provisions previously codified in Title 42 of the U.S. Code. Effecfive as of September 1, 2017, any reference in this award document to a statutory provision that has been reclassified to the new Title 34 of the U.S. Code is to be read as a reference to that statutory provision as reclassified to Title 34. This tide of construction specifically includes references set out in award conditions, references set out in material incorporated by reference through award conditions, and references set out in other award requirements. 5. Required training for Point of Contact and all Financial Points of Contact Both the Point of Contact (POC) and all Financial Points of Contact (FPOCs) for this award must have successfully completed an "OJP financial management and grant administration training" by 120 days after the date of the recipient's acceptance of the award. Successful completion of such a training on or after January 1, 2016, will satisfy this condition. In the event that either the POC or an FPOC for this award changes during the period of performance, the new POC or FPOC must have successfully completed an "OJP financial management and grant administration training" by 120 calendar days after-- (1) the date of OJP's approval of the "Change Grantee Contact" GAN (in the case of a new POC), or (2) the date the POC enters information on the new FPOC in GMS (in the case of a new FPOC). Successful completion of such a training on or after January 1, 2016, will satisfy this condition. A list of OJP trainings that OJP will consider "OJP financial management and grant administration training" for purposes of this condition is available at https:/Iwww.ojp.gov/training/fints.bm. All trainings that satisfy this condition include a session on grant fraud prevention and detection. The recipient should anticipate that OJP will immediately withhold ("freeze") award funds if the recipient fails to comply with this condition. The recipient's failure to comply also may lead OJP to impose additional appropriate conditions on this award. 6. Requirements related to "de minions" indirect cost rate A recipient that is eligible under the Pan 200 Uniform Requirements and other applicable law to use the "de minions" indirect cost rate described in 2 C.F.R 200.414(1), and that elects to use the "de mdnimis" indirect cost rate, most advise OJP in writing of both its eligibility and its election, and most comply with all associated requirements in the Part 200 Uniform Requirements. The "de minions" rate may be applied only to modified total direct costs (.MTDC) as defined by the Part 200 Uniform Requirements. 01P FORM 4000/2 (REV. 4-88) KO -• U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance. PROIECTNDMBER 2018-DJ-BX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE 11/1612018 SPECIAL CONDITIONS 7. Requirement to report potentially duplicative funding PAGE 4 OF 23 If the recipient currently has other active awards of federal funds, or if the recipient receives any other award of federal funds during the period of performance for this award, the recipient promptly must determine whether funds from any of those other federal awards have been, are being, or are to be used (in whole or in part) for one or more of the identical cost items for which funds are provided under this award. If so, the recipient must promptly notify the DOI awarding agency (OJP or OV W, as appropriate) in writing of the potential duplication, and, if so requested by the DOJ awarding agency, must seek a budget -modification or change -of -project -scope grant adjustment notice ((iAN) to eliminate any inappropriate duplication of funding. 8. Requirements related to System for Award Management and Universal Identifier Requirements The recipient must comply with applicable requirements regarding the System for Award Management (SAM), currently accessible at hops://www.sam.gov/. This includes applicable requirements regarding registration with SAM, as well as maintaining the currency of information in SAM. The recipient also must comply with applicable restrictions on subawards ("subgrants") to first -tier subrecipients (first -tier "subgrantees"), including restrictions on subawards to entities that do not acquire and provide (m the recipient) the unique entity identifier required for SAM registration. The details of the recipient's obligations related to SAM and to unique entity identifiers are posted on the OR web site at https://ojp.gov/funding/Explore/SAM.hhn (Award condition: System far Award Management (SAM) and Universal Identifier Requirements), and are incorporated by reference here. This condition does not apply to an award to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 9. Requirement to report actual or imminent breach of personally identifiable information (PH) 'rho recipient (and any "subrecipient" at any tier) roust have written procedures in place to respond in the event of an actual or imminent "breach" (OMB M-17-12) if it (or a subrecipient)-- 1) creates, collects, uses, processes, stores, maintains, disseminates, discloses, or disposes of "personal ly identifiable information (PII)" (2 CPR 200.79) within the scope of an OJP grant -funded program or activity, or 2) uses or operates a "Federal information system" (OMB Circular A-130). The recipient's breach procedures must include a requirement to report actual or imminent breach of PH to an ON Program Manager no later than 24 hours after an occurrence of an actual breach, or the detection of an imminent breach. 10. All subawards ("subgrants") must have specific federal authorization The recipient, and any subrecipient ("subgrantee") at my tier, must comply with all applicable requirements for authorization of any subaward. This condition applies to agreements that-- for purposes of federal grants administrative requirements -- OJP considers a "subaward" (and therefore does not consider a procurement "contract"). The details of fire requirement for authorization of any subaward are posted on the OJP web site at baps://ojp.govlftmding/Explore/SubawardAuthorintion.htm (Award condition: All subawards ("subgrants") must have specific federal authorization), and me incorporated by reference here. OJP FORM Cam (REV. 4.88) 20A-49 N U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance PROJECT NUMBER 2018-DJ-BX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE 11/16/2018 SPECIAL CONDITIONS PAGE 5 OF 23 H. Specific post -award approval required to use a noncompetitive approach in any procurement contract that would exceed $150,000 The recipient, and any subreepient ("subgrantee") at any tier, must comply with all applicable requirements to obtain specific advance approval to use a noncompetitive approach in any procurement contract that would exceed the Simplified Acquisition Threshold (currently, $150,000). This condition applies to agreements that -- for purposes of federal giants administrative requirements -- OJP considers a procurement "contract" (and therefore does not consider a subaward). The details of the requirement for advance approval to use a noncompetitive approach in a procurement contract under an OR award are posted on the OJP web site at https://ojp.gov/fundingMxplore/NomompetitiveProcurcment.htm (Award condition: Specific post -award approval required muse a noncompetitive approach in a procurement contract (if contract would exceed $150,000)), and are incorporated by reference here. 12. Requirements pertaining to prohibited conduct related to trafficking in persons (including reporting requirements and OJP authority to terminate award) The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements (including requirements to report allegations) pertaining to prohibited conduct related to the trafficking of persons, whether on the part of recipients, subrecipients ("subgramees"), or individuals defined (for purposes of this condition) as "employees" of the recipient or of any subrecipient. The details of the recipient's obligations related to prohibited conduct related to trafficking in persons are posted on the OJP web site at https://ojp.gov/funding/Explore/PmhibitedConduct-Trafficking.htrn (Award condition. Prohibited conduct by recipients and subrecipients related to trafficking in persons (including reporting requirements and OJP authority to terminate award)), and are incorporated by reference here. 13. Compliance with applicable rules regarding approval, planning, and reporting of conferences, meetings, trainings, and other events The recipient, and any subreeipiant ("subgrantee") at any tier, must comply with all applicable laws, mgulations, policies, and official DOJ guidance (including specific cost limits, prior approval and reporting requirements, where applicable) governing the use of federal funds for expenses related to conferences (as that term is defined by DOJ), including the provision of food and/or beverages at such conferences, and costs of attendance at such conferences. information on the pertinent DOJ definition of conferences and the rates applicable to this award appears in the DOJ Grants Financial Guide (currently, as section 3.10 of "Postaward Requirements" in the "DOI Grants Financial Guide"). 14. Requirement for data on performance and effectiveness under the award The recipient most collect and maintain data that measure the performance and effectiveness of work under this award. The data must be provided to OUP in the manner (including within the timeframes) specified by OR in the program solicitation or other applicable written guidance. Data collection supports compliance with the Government Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, and other applicable laws. 15. OJP Training Guiding Principles Any training or training materials that the recipient -- or any subrecipient ("subgrantee") at any tier -- develops or delivers with OR award funds must adhere to the OJP Training Guiding Principles for Grantees and Subgrentees, available at https://ojp.gov,fundingRmplement/TrainiDgPrimiplesForGmutees-Subgrantm.htm, i l OFF FORME 4000/2 (REV. 4-88) 20A-50 U.S. Department of Justice g Office of Justice Programs i z Bureau of Justice Assistance u PROJECTNUMBER 2018-DJ-DX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE H/162m8 SPECIAL CONDITIONS 16. Effect of failure to address audit issues PAGE 6 OF 23 The recipient understands and agrees that the DOJ awarding agency (OJP or OV W, as appropriate) may withhold award funds, or may impose other related requirements, if (as determined by the DOJ awarding agency) the recipient does not satisfactorily and promptly address outstanding issues from audits required by the Part 200 Uniform Requirements (or by the terms of this award), or other cuts tending issues that arise in connection with audits, investigations, or reviews of DOJ awards. 17. Potential imposition of additional requirements The recipient agrees to comply with any additional requirements that may be imposed by the DOJ awarding agency (OJP or OV W, as appropriate) during the period of performance for this award, if the recipient is designated as "high - risk" for purposes of the DOJ high -risk gr mee list. 18. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 42 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.I. Part 42, specifically including any applicable requirements in Subpart E of 28 C.F.R. Part 42 that relate to an equal employment opportunity program. 19. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Part 54 The recipient, and any subrecipient ("subgmntee") at any tier, most comply with all applicable requirements of 28 C.F.R. Part 54, which relates to nondiscrimination on the basis of sex in certain "education programs." 20. Compliance with DOJ regulations pertaining to civil rights and nondiscrimination - 28 C.F.R. Par 38 The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable requirements of 28 C.F.R. Part 38, specifically including any applicable requirements regarding written notice to program beneficiaries and prospective program beneficiaries. Among other things, 28 C.F.R Part 38 includes rates that prohibit specific forts of discrimination on the basis of religion, a religious belief, a refusal to hold a religious belief, or refusal to attend or participate in a religious practice. Part 38 also sets out rules and requirements that pertain to recipient and subrecipient (" subgrantee") organivations that engage in or conduct explicitly religious activities, as well as rules and requirements that pertain to recipients and subrecipients that are faith -based or religious organizations. The text of the regulation, now entitled "Partnerships with Faith -Based and Other Neighborhood Organizations," is available via the Electronic Code of Federal Regulations (currently accessible at https://www.ccfr.gov/cgi- bhbTCFR?page=browse), by bmwsing to Title 28-Judicial Administration, Chapter 1, Part 38, under a-CFR "current" data. OJP FORM 4000/2 (REV. 488) 20A-51 U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance AWARD CONTINUATION SHEET Grant PROJECTNUMBER 2018DJBA-0820 AWARD DATE SPECIAL CONDITIONS 21. Restrictions on "lobbying" H/16/2018 PAGE 7 OF 23 In general, as a matter of federal law, federal funds awarded by OJP may not be used by the recipient, or any subrecipient ("subgrantee") at any tier, either directly or indirectly, to support or oppose the enactment, repeal, modification, or adoption of any law, regulation, or policy, at any level of government See 18 U.S.C. 1913. (There may be exceptions if an applicable federal statute specifically authorizes certain activities that otherwise would be barred by law.) Another federal law generally prohibits federal funds awarded by OJP from being used by the recipient, or any subrecipient at any lief, to pay any person to influence (or attempt to influence) a federal agency, a Member of Congress, or Congress (or an official or employee of any of them) with respect to the awarding of a federal grant or cooperative agreement, subgrmt, contract, subcontract, or loan, or with respect to actions such as renewing, extending, dify or much any such award. See 31 U.S.C. 1352. Certain exceptions to this law apply, including an exception that applies to Indian tribes and tribal organizations. Should any question arise as to whether a particular use of federal funds by a recipient (or subrecipient) would or might fall within the scope of these prohibitions, the recipient is to contact OR for guidance, and may not proceed without the express prior written approval of OJP. 22. Compliance with general appropriations -law restrictions on the use of federal fords (FY 2018) The recipient, and any subrecipient ("subgrantee") at any tier, must comply with all applicable restrictions on theme of federal funds set out in federal appropriations statutes. Pertinent restrictions, including from various "general provisions" in the Consolidated Appropriations Act, 2018, are set out at https://ojp.goy/fundingMKplore/FYI RAppropriationsRestrictions.him, and are incorporated by reference here. Should a question arise as to whether a particular use of federal funds by a recipient (or a subrecipient) would or might fall within the scope of an appropn`ations-law, restriction, the recipient is to contact OJP for guidance, and may not proceed without the express prior written approval of OUP. 23. Reporting Potential Fraud, Waste, and Abuse, and Similar Misconduct The recipient and any subrecipients ("subgrantees") must promptly refer to the DOI Office of the Inspector General (010) any credible evidence that a principal, employee, agent, subtncipient, contractor, subcontractor, or other person has, in connection with funds under this award -- (1) submitted a claim that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct. Potential fraud, waste, abuse, or misconduct involving or relating in funds under this award should be reported to the 010 by--(1) mail directed to: Office of the Inspector General, U.S. Department of Justice, Investigations Division, 1425 New York Avenue, N.W. Suite '7100, Washington, DC 20530; and/or (2) the DOJ OIG hotline: (contact information in English and Spanish) at (800) 869-4499 (phone) or (202) 616-9881 (fax). Additional information is available from the DOJ OIG website at https://oig.justice.gov/hotline. ON FORM 40002 (REV. 4-83) 20A-52 " U.S. Department. of Justice Office of Justice Programs t Bureau of Justice Assistance PROJECT NMH ER 2018-DJ-BX.0820 AWARD CONTINUATION SHEET Grant AWARD DATE 11116l1018 SPECIAL CONDITIONS 24. Restrictions and certifications regarding nondisclosure agreements and related matters PAGE 8 OF 23 No recipient or subrecipient ("subgrantee") under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, in contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 1. In accepting this award, the recipient -- a. represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and b. certifies that, if it lesions or is notified that it is or has been requiring its employees or contractors an execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 2. If the recipient does or is authorized under this award to make subawards ("subgrants"), procurement contracts, or both__ a. it represents that-- (1) it has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgmnt"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and (2) it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. it certifies that, if it Items or is notified that any subreeipient, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will hnmediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. DIP FORM 400012 (REV 4-88) 20A-53 U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance PROJECT NUMBER 2018-DJ-BX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE 11/162018 SPECLIL CONDITIONS 25. Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal; notice to employees) PAGE 9 OF 23 The recipient (and any subrecipient at any tier) must comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable provisions that prohibit, under specified circumstances, discrimination against an employee as reprisal for the employee's disclosure of information related to gross mismanagement of a federal grant, a gross waste of federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public health or safety, or a violation of law, into, or regulation related to a federal grant. The recipient also most inform its employees, in writing (and in the predominant native language of the workforce), of employee rights and remedies under 41 U.S.C. 4712. Should a question arise as to the applicability of the provisions of 41 U.S.C. 4712 to this award, the recipient is in contact the DOJ awarding agency (01P or OV W, us appropriate) for guidance. 26. Encouragement of policies to ban text messaging while driving Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging White Driving,' 74 Fed. Reg. 51225 (October 1, 2009), DOI encourages recipients and subrecipients ("subgramees") to adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this award, and to establish workplace safely policies and conduct education, awareness, and other outreach to decrease crashes caused by distracted drivers. 27. Requirement to disclose whether recipient is designated "high risk" by a federal grant -making agency outside of DOJ If the recipient is designated "high risk" by a federal grant -making agency outside of DOJ, currently or at any time during the course of the period of performance under this award, the recipient must disclose that fact and certain related information to OJP by email at OJP.ComplianceReporting@ojp.usdoj.gov, For purposes of this disclosure, high risk includes any status trader which a federal awarding agency provides additional oversight due to the recipient's past performance, or other programmatic or financial concerns with the recipient. The recipient's disclosure must include the following: 1. The federal awarding agency that currently designates the recipient high risk, 2. The date the recipient was designated high risk, 3. The high -risk point of contact at that federal awarding agency (name, phone number, and email address), and 4. The reasons for the high -risk status, as set out by the federal awarding agency. 28. Cooperating with OJP Monitoring The recipient agrees to cooperate with OJP monitoring of this award pursuant to OJP's guidelines, protocols, and procedures, and to cooperate with OJP (including the grant manager for this award and the Office of Chief Financial Officer (OCFO)) requests related to such monitoring, including requests related to desk reviews and/or site visits. The recipient agrees to provide to OJP all documentation necessary for OJP to complete its monitoring tasks, including documentation related to any subawards made under this award. Further, the recipient agrees to abide by reasonable deadlines set by OJP for providing the requested documents. Failure to cooperate with OJP's monitoring activities may result in actions that affect the recipient's DOJ awards, including, but not limited to: withholdings and'or other restrictions on the recipient's access to award funds; referral to the DOJ DIG for audit review; designation of the recipient as a DOJ High Risk grantee; or termination of an award(s). OJP FORM 4000 (REV. 4.88) 20A-54 U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance PROJECTNUMBER 2018-DJ-Bx-0820 AWARD CONTINUATION SHEET PACE 10 OF 23 Grant AWARD DATE 11/162019 SPECIAL CONDI7YONS 29. HATA reporting: Subawards and executive compensation The recipient most comply with applicable requirements to report fast -tier subawards ("subgrants") of $25,000 or more and, in certain circumstances, to report the names and total compensation of the five most highly compensated executives of the recipient and first -tier subrecipients (first -tier "subgmntees") of award funds. The details of recipient obligations, which derive from the Federal Funding Accountability and Transparency Act of 2006 (FFATA), are posted on the OJP web site at https://ojp.gov/funding/ExploreffATA.htm (Award condition: Reporting Subawards and Executive Compensation), and are incorporated by reference here. This condition, including its reporting requirement, does not apply m-- (1) an award of less than $25,000, or (2) an award made to an individual who received the award as a natural person (i.e., unrelated to any business or von -profit organization that he or she may own or operate in his or her name). 30. Required monitoring of subawards The recipient must monitor subawards under this award in accordance with all applicable statutes, regulations, award conditions, and the DGJ Grants Financial Guide, and must include the applicable conditions of this award in any subaward. Among other things, the recipient is responsible for oversight of subrecipient spending and monitoring of specific outcomes and benefits attributable to use of award funds by subreeipients. The recipient agrees to submit, upon request, documentation of its policies and procedures for monitoring of subawards under this award. 31. Use ofprogram income Program income (as defined in the Part 200 Uniform Requirements) most be used in accordance with the provisions of the Part 200 Uniform Requirements. Program income earnings and expenditures both must be reported on the quarterly Federal Financial Report, SF 425. 32. Justice In£omnation Sharing Information sharing projects funded under this award most comply with DOPs Global Justice Information Sharing Initiative (Global) guidelines. The recipient (and any subrecipient at any tier) must conform to the Global Standards Package (GSP) and all constituent elements, where applicable, as described at: https:/ / it.ojp.gov/ gsp—gramcondition. The recipient (and any subrecipient at any tier) most document planned approaches to information sharing and describe compliance with the GSP and appropriate privacy policy that protects shared information, or provide detailed justification for why an alternative approach is recommended. 33. Avoidance of duplication of networks Toavoid duplicating existing networks or IT systems in any initiatives funded by BJA for law enforcement information sharing systems which involve interstate connectivity betweenjurisdictions, such systems shall employ, to the extent possible, existing networks as the communication backbone to achieve interstate connectivity, ardess the recipient can demonstrate to the satisfaction of BJA that this requirement would not be cost effective or would impair the functionality of an existing or proposed IT system. 34. Compliance with 28 C.F.R. Pan 23 With respect to any information technology system funded or supported by funds under this award, the recipient (and ansubreci tent at an tier must comply with 28 C.F.R. Part 23, Criminal Intelligence Systems Y P Y ) P Y g y Operating Policies, if OJP determines this regulation to be applicable. Should OJP determine 28 C.F.R Part 23 to be applicable, OJP may, at its discretion, perform audits of the system, as per the regulation. Should any violation of 28 C.F.R. Part 23 occur, the recipient maybe fined as per 34 U.S.C. 10231(c}(d). The recipient may not satisfy such a fine with federal funds. OJP FORM 40002 (REV. 4-88) 20A-55 U.S. Depamnent of Justice w Office of Justice Programs Bureau of Justice Assistance PROJECT NUMBER 2018DI-BX4820 AWARD CONTINUATION SHEET Grant AWARDDATE 11116018 SPECIAL CONDITIONS 35. Protection of human research subjects PAGE It OF 23 The recipient (and any subrecipient at any tier) most comply with the requirements of 28 C.F.R. Part 46 and all OJP policies and procedures regarding the protection of human research subjects, including obtainment of Institutional Review Board approval, if appropriate, and subject informed consent. 36. Confidentiality of data The recipient (and any subrecipient at any tier) most comply with all confidentiality requirements of 34 U.S.C. 10231 and 28 C.F.R Part 22 that are applicable to collection, use, and revelation of data or information. The recipient further agrees, as a condition of award approval, to submit a Privacy Certificate that is in accord with requirements of 28 C.F.R. Part 22 and, in particular, 28 C.F.R. 22.23. 37. Verification and updating of recipient contact information The recipient most verify its Point of Contact(POC), Financial Point of Contact (FPOC), and Authorized Representative contact information in GMS, including telephone number and e-mail address. If any information is incorrect or has changed, a Grant Adjustment Notice (GAN) most be submitted via the Grants Management System (GMS) to document changes. 38. Law enforcement task forces -required training Within 120 days of award acceptance, each current member of a law enforcement task force funded with award funds who is a task force commander, agency executive, task force officer, or other task force member of equivalent rank, most complete required online (intemet-based) task force training. Additionally, all future task force members most complete this training once during the period of performance for this award, or once every four years if multiple OJP awards include this requirement. The required training is available free of charge online through the BJA-funded Center for Task Force Integrity and Leadership (www.ctfli.org). The training addresses task force effectiveness, as well as other key issues including privacy and civil liberfies/rights, task force performance measurement, personnel selection, and task force oversight and accountability. if award funds are used to support a task force, the recipient must compile and maintain a task force personnel roster, along with course completion certificates. Additional information regarding the training is available through BJA's web site and the Center for Task Force Integrity and Leadership (www.ctfli.org). 39. Justification of consultant rate Approval of this award does not indicate approval of any consultant rate in excess of S650 per day. A detailed justification most be submitted to and approved by the OJP program office prior to obligation or expenditure of such funds. OUP FORM 4000n (REV. 448) 20A-56 U.S. Department of Justice Office of Justice Programs n 3 Y Bureau of Justice Assistance i PROIEC'1'NUMHER 2018 D] BX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE 11/162018 SPECIAL CONDITIONS 40. Submission of eligible records relevant to the National Instant Background Check System PAGE 12 OF 23 Consonant with federal statutes that pertain to firearms and background checks -- including 18 U.S.C. 922 and 34 U.S.C. ch. 409 --if the recipient (or any subrecipient at any tier) uses this award to fund (in whole or in part) a specific project or program (such as a law enforcement, prosecution, or court program) that results in any court dispositions, information, or other records that are "eligible records" (under federal or Slate law) relevant to the National Instant Background Check System (NICS), or that has as one of its purposes the establishment or improvement of records systems that contain any court dispositions, information, or other records that are "eligible records" (under federal or State law) relevant to the NICS, the recipient (or subrecipient, if applicable) most ensure that all such court dispositions, information, or other records that am "eligible records" (under federal or State law) relevant to the NICS are promptly made available to the NICS or to the "State" repository/database that is electronically available to (and accessed by) the NICS, and -- when appropriate -- promptly must update, correct, modify, or remove such NICS- relevant "eligible records". In the event of minor and transitory non-compliance, the recipient may submit evidence to demonstrate diligent monitoring of compliance with this condition (including subrecipient compliance). DOJ will give great weight to any such evidence in any express written determination regarding this condition. 41. Certification of Compliance with 8 U.S.C. 1373 and 1644 (within the funded "program or activity") required for valid award acceptance by a local government In order validly to accept this award, the applicant local government must submit the required "State or Local Government: PY 2018 Certification of Compliance with 8 U.S.C. 1373 and 1644" (executed by the chief legal officer of the local government). Unlass that executed certification either-- (I) is submitted to OR together with the fully - executed award document, or (2) is uploaded in OJP's GMS no later than die day the signed award document is submitted to OR, any submission by a local government that purports to accept the award is invalid. If an initial award -acceptance submission by the recipient is invalid, once the local government does submit the necessary certification regarding 8 U.S.C. 1373 and 1644, it may submit a fully -executed award document executed by the local government on or after the date of that certification. For purposes of this condition, "local government" does not include any Indian tribe. ON FORM 40002 (RGV.4-88) 20A-57 U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance PROIECTWWRER 2019 DI BX-0820 AWARD CONTINUATION SHEET PAGE 13 OF 23 Grant AWARD DATE 11/162018 SPECIAL CONDITIONS 42. Noninterference (within the funded "program or activity") with federal law enforcement 8 U.S.C. 1373 and 1644; ongoing compliance 1. With respect to the "program or activity" funded in whole or part under this award (including any such program or activity of any subrecipient at any tier), throughout the period of performance, no State or local government entity, - agency, or -official may prohibit or in any way restrict-- (1) any government entity or official from sending or receiving information regarding citizenship or immigration status as described in 8 U.S.C. 1373(a); or (2) a government entity or -agency from sending, requesting or receiving, maintaining, or exchanging information regarding immigration status as described in either 8 U.S.C. 1373(b) or 1644. Any prohibition (or restriction) that violates this condition is an "information -communication restriction" under this award. 2. Certifications from subreeipients. The recipient may not make a subaward to a State, a local government, or a "public" institution of higher education, unless it first obtains a certification of compliance with 8 U.S.C. 1373 and 1644, properly executed by the chief legal officer of the government or educational institution that would receive the subaward, using the appropriate form available at https://ojp.gov/funding/ExploralSampleCertifications-8USC1373.htm. Also, the recipient most require that no subrecipient (at any tier) may make a further subaward to a State, a local government, or a public institution of higher education, unless it first obtains a certification of compliance with 8 U.S.C. 1373 and 1644, properly executed by the chief legal officer of the government or institution that would receive the farther subaward, using the appropriate OJP form. 3. The recipients monitoring responsibilities include monitoring of subrecipient compliance with the requirements of this condition. 4. Allowable costs. Compliance with these requirements is an authorized and priority purpose of this award. To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for the reasonable, necessary, and allocable costs (if any) that the recipient, or any subrecipient at any tier that is a State, a local government, or a public institution of bigher education, incurs to implement this condition. 5. Rules of Construction A. For purposes of this condition (1) "State" and "local government" include any agency or other entity thereof, but not any institution of higher education or any Indian tribe. (2) A "public" institution of higher education is defined as one that is owned, controlled, or directly funded (in whole or in substantial part) by a State or local government. (Such a public institution is considered to be a "government entity," and its officials to be "government officials.") (3) "Program or activity" means what it means under title VI of the Civil Rights Act of 1964 (see 42 U.S.C. 2000d-4a) (4) "Immigration status" means what it means under 8 U.S.C. 1373 and 8 U.S.C. 1644; and terns that are defined in 8 U.S.C. 1101 mean what they mean under that section 1101, except that "State" also includes American Samoa. (5) Pursuant to the provisions set out at (or referenced in) 8 U.S.C. 1551 note ("Abolition ... and Transfer of Fmrcfions"), references to the "Immigration and Naturalization Service" in 8 U.S.C. 1373 and 1644 are to be read as references to particular components of the Department of Homeland Security (DHS). B. Nothing in this condition shall be understood to authorize or require any recipient, any subrecipient at any tier, any State or local government, any public institution of higher education, or any other entity (or individual) to violate any federal law, including any applicable civil rights or nondiscrimination law. IMPORTANT NOTE: Any questions about the meaning or scope of this condition should be directed to OJP, before OR FORM 40002 (REV. 4-88) 20A-58 U.S. Department of Justice Office of Justice Programs t t Bureau of Justice Assistance i v PROMCTNUMBER 2018-DJ.BX-0820 award acceptance. AWARD CONTINUATION SHEET Grant AWARD DATE 1/11612018 SPECIAL CONDITIONS PACE 14 OF 23 43. Authority to obligate award funds contingent on noninterference (within the funded "program or activity") with federal law enfomement (8 U.S.C. 1373 and 1644); unallowable costs; notification 1. If the recipient is a "State," a local government, or a "public" institution of higher education: A. The recipient may not obligate award funds if, at the time of the obligation, the "program or activity" of the recipient (or of any subrecipient at any tier that is a State, a local government, or a public institution of higher education) that is funded in whole or in part with award funds is subject to any "information -communication restriction." B. In addition, with respect to any project costs it incurs "at risk," the recipient may not obligate award fonds to reimburse itself if -- at the time it incurs such costs -- the program or activity of the recipient (or of any subrecipient at any tier that is a State, a local government, or a public institution of higher education) that would be reimbursed in whole or in part with award funds was subject many infonnationcommunication restriction. C. Any dmwdown of award funds by the recipient shall be considered, for all purposes, to be a material representation by the recipient to OJP that, as of the date the recipient requests the drawdown, the recipient and each subrecipient (regardless of tier) that is a State, local government, or public institution of higher education, is in compliance with the award condition entitled "Noninterference (within the fuaded'program or activity') with federal law enforcement: 8 U.S.C. 1373 and 1644 and ongoing compliance." D. The recipient must promptly notify OR (in writing) if the recipient, fmm its requisite monitoring of compliance with award conditions or otherwise, has credible evidence that indicates that the funded program or activity of the recipient, or of any subrecipient at any tier that is either a State or a local government or a public institution of higher education, may be subject to any information -communication restriction. In addition, any subaward (at any tier) to a subrecipient that is a State, a local government, or a public institution of higher education most require prompt notification to the entity that made the subaward, should the subrecipient have such credible evidence regarding an information -communication restriction. 2. Any subaward (at any tier) to a subrecipient that is a State, a local government, or a public institution of higher education must provide that the subrecipient may not obligate award funds if, at the time of the obligation, the program or activity of the subrecipient (or of any further such subrecipient at any tier) that is funded in whole or in part with award funds is subject many information -communication restriction. 3. Absent an express written determination by DOJ to the contrary, based upon a finding by DOI of compelling circumstances (e.g., a small amount of award funds obligated by the recipient at the time of a submcipienfs minor and transitory non-compliance, which was unknown to the recipient despite diligent monitoring), any obligations of award funds that, under this condition, may not be made shall be unallowable costs for purposes of this award. In mating any such determination, DOJ will give great weight to evidence submitted by the recipient that demonstrates diligent monitoring of subrecipient compliance with the requirements set out in the "Noninterference ... 8 U.S.C. 1373 and 1644 and ongoing compliance" award condition. 4. Rules of Construction A. For purposes of this condition "information -communication restriction" has the meaning set out in the 'Noninterference ... 8 U.S.C. 1373 and 1644 and ongoing compliance" condition B. Both the "Rules of Construction" and the "important Note" set out in the "Noninterference ... 8 U.S.C. 1373 and 1644 and ongoing compliance" condition are incorporated by reference as though set forth here in fall. OJP FORM 40002 (REV. 4-88) 20A-59 U.S. Department of Justice }. Office of Justice Programs ' Bureau of Justice Assistance PROJECT NUMBER 2018-DJBX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE. 11n62018 . SPECIAL CONDITIONS PAGE 15 OF 23 44. Noninterference (within the funded "program or activity") with federal law enforcement: No public disclosure of certain law enforcement sensitive information SCOPE. This condition applies with respect to the "program or activity" that is funded (in whole or in part) by the award, as of the date the recipient accepts this award, and throughout the remainder of the period of performance. Its provisions must be among those included in any subaward (at any tier). 1. Noninterference: No public disclosure of federal law enforcement information in order to conceal, harbor, or shield Consistent with the purposes and objectives of federal law enfomement statutes and federal criminal law (including 8 U.S.C. 1324 and 18 U.S.C. chs. 1, 49, 227), no public disclosure may be made of any federal law enforcement information in a direct or indirect attempt to conceal, harbor, or shield from detection any fugitive from justice under 18 U.S.C, ch. 49, or any alien who has come to, entered, or remains in the United States in violation of 8 U.S.C. ch. 12 -- without regard to whether such disclosure would constitute (or could form a predicate for) a violation of 18 U.S.C. 1071 or 1072 or of 8 U.S.C. 1324(a). 2. Monitoring The recipient's monitoring responsibilities include monitoring of subrecipient compliance with this condition. 3. Allowable costs To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for the reasonable, necessary, and allocable costs (if any) of actions (e.g., training) designed to ensure compliance with this condition. 4. Rules of construction A. For purposes of this condition— (1) the term "alien" means what it means under section 101 of the Immigration and Nationality Act (see 8 U.S.C. 1101(a)(3)); (2) the term "federal law enfomement information" means law enforcement sensitive information communicated or made available, by the federal government, to a State or local government entity, -agency, or -official, through any means, including, without limitation-- (1) through any database, (2) in connection with any law enforcement partnership or -task-force, (3) in connection with any request for law enfomement assistance or cooperation, or (4) through any deoonfliction (or courtesy) notice of planned, imminent, commencing, continuing, or impending federal law enforcement activity; (3) the term "law enforcement sensitive information" means records or information compiled for any law enforcement Purpose; and (4) the term "public disclosure" means any communication or release other than one— (a) within the recipient, or (b) to any subrecipient (at any tier) that is a government entity. B. Both the "Rules of Construction" and the "Important Note" set out in the "Noninterference (within the funded 'program or activity') with federal law enforcement: 8 U.S.C. 1373 and 1644 and ongoing compliance" award condition are incorporated by reference as though set forth here in full. OJP FORM 4000/2 (REV. 448) 20A-60 -� U.S. Department of Justice a Office of Justice Programs "., Bureau of Justice Assistance PROJECTNUMBER 2018-DI-BX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE 11/16"18 SPECIAL CONDETIONS PAGE 16 OF 23 45. Noninterference (within the funded "program or activity") with federal law enforcement: Interrogation of certain aliens SCOPE. This condition applies with respect to the "program or activity" that is funded (in whole or in part) by this award, as of the date the recipient accepts this award, and throughout the remainder of the period of performance for the award. Its provisions most be among those included in any subaward (at any tier). 1. Noninterference with statutory law enforcement access to correctional facilities Consonant with federal law enforcement statutes and regulations -- including 8 U.S.C. 1357(a), under which certain federal officers and employees "have power without warrant... to interrogate any alien orperson believed to be an alien as to his right to be or to remain in the United States," and 8 C.F.R. 287.5(a), under which that power may be exercised "anywhere in or outside the United States" -- within the funded program or activity, no State or local government entity, -agency, or -official may interfere with the exercise of time power to interrogate "without warrant" (by agents of the United States acting under color of federal law) by impeding access to any State or local government (or government -contracted) correctional facility by such agents for the purpose "interrogat[ing] any alien or person believed to be an alien as to his [or her] right to be or to remain in the United States." 2. Monitoring The recipient's monitoring responsibilities include monitoring of sul recipient compliance with this condition. 3. Allowable costs To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for the reasonable, necessary, and allocable casts (if any) of actions (e.g., training) designed to ensure compliance with this condition 4. Rules of construction A- For purposes of this condition- (1) The term "alien" means what it means under section 101 of the Immigration and Nationality Act (INA) (see 8 U.S.C. 1101(a)(3)). (2) The term "correctional facility" means what it means under the title I of the Omnibus Crime Control and Safe Stmets Act of 1968 (see 34 U.S.C. 10251(a)(7)). (3) The term "impede" includes taking or continuing any action, or implementing or maintaining any law, policy, mle, or practice, that -- (a) is designed to prevent or to significantly delay or complicate, or (b) has the effect of preventing or of significantly delaying or complicating. B. Both the "Rules of Construction" and the "Important Note" act out in the "Noninterference (within the funded 'program or activity') with federal law enforcement: 8 U.S.C. 1373 and 1644 and ongoing compliance" award condition are incorporated by reference as though set forth here in full. DIP FORK 400M (REV. 4-88) 20A-61 PROJECTNIIMBER I U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance 2018-DJBX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE 11116/2019 6Y9xN/rtSKiA77r�7iA`b9 PAGE lr OF 23 46. Noninterference (within the funded "program or activity") with federal law enforcement: Notice of scheduled release SCOPE. This condition applies with respect to the "program or activity" that is funded (in whole or in part) by the award, as of the date the recipient accepts the award, and throughout the remainder of the period of performance. Its provisions must be among those included in any subawmd. at any tier. 1. Noninterference with "removal" process: Notice of scheduled release date and time Consonant with federal law enforcement statutes — including 8 U.S.C. 1231 (for an alien incarcerated by a State or local government, a 90day "removal period" during which the federal government "shall" detain and then "shall" remove an alien from the U.S. "begins" no later than "the date the alien is released from ... confinement"; also, the federal government is expressly authorized to make payments to a "State or a political subdivision of the State ... with respect to the incarceration of [an] undocumented criminal alien"); 8 U.S.C. 1226 (the federal government "shall take into custody" certain criminal aliens "when the alien is released"); and 8 U.S.C. 1366 (requiring an annual DOJ report to Congress on "the number of illegal alien[ felons] in Federal and State prisons" and programs underway "m ensure the prompt removal" from the U.S. of removable "criminal aliens") -- within the funded program or activity, no State or local government entity, -agency, or official (including a government -contracted correctional facility) may interfere with the "removal" process by failing to provide -- as early as practicable (see pars. 4.C. below) -- advance notice to DHS of the scheduled release date and time for a particular alien, if a State or local government (or government - contracted) correctional facility receives from DHS a formal written request pursuant to the INA that seeks such advance notice. 2. Monitoring The recipients monitoring responsibilities include monitoring of subrecipient compliance with this condition. 3. Allowable costs i To the extent that such costs are not reimbursed under any other federal program, award funds may be obligated for tire reasonable, necessary, and allocable costs (if any) of actions (e.g., training) designed to ensure compliance with this condition. 4. Rules of construction A. For purposes of this condition: (1) The term "alien" means what it memo under section 101 of the INA (see 8 U.S.C. I I01(ag3)). (2) The term "correctional facility" means what it means under the title I of the Omnibus Crime Control and Safe Streets Act of 1968 (see 34 U.S.C. 10251(a)(7)). i B. Nothing in this condition shall be understood to authorize or require any recipient, any subrecipient at any tier, any State or local government, or any other entity or individual to maintain (or detain) any individual in custody beyond the date and time the individual otherwise would have been released. C. Applicability (1) Current DHS practice is ordinarily to request advance notice of scheduled release "as early as practicable (at least 48 hours, if possible)."(See DHS Form 1-247A (3J17)). If (a.g., in light of the date DHS made such request) the scheduled release date and time for an alien are such as not to allow for the advance notice that DHS has requested, it shall NOT be a violation of this condition to provide only as much advance notice as practicable. (2) Current DHS practice is to use the same form for a second, distinct purpose — to request that an individual be OR FORM 400W2 (REV. 4-88) 20A-62 ---- ----- - ...... U.S. Department of Justice Office of Justice programs AWARD CONTINUATION Bureau of Justice Assistance SHEET PAGE IS OF 23 Grant PROJECT NUMBER 2018-DJ-BX-0820 AWARD DATE 11/16/2018 SPECIAL CONDMONS detained for up to 48 hours AFTER the scheduled release. This condition does NOT encompass such DHS requests for detention. D. Both the "Rules of Construction" and the "Important Note" set out in the "Noninterference (within the funded 'program or activity) with federal law cofiamcment: 8 U.S.C. 1373 and 1644 and ongoing compliance" award condition are incorporated by reference as though set forth here in full. 47, Requirement to collect certain information from. subreuipients; The recipient may not make a subaward to a State, a local government, or a "public" institution of higher education, unless it land obtains from the proposed subrecipicut responses to the questions identified in the program solicitation as "Information regarding Communication with the Department of Homeland Security (DHS) and/or Immigration and Customs Enforcement (ICE)." All sattlarecipient responses must be collected and maintained by the recipieut, consistent with regular document retention requirements, and must be made available to DOJ upon request. Responses to these questions are not required from subrmipients that are either a tribal government/organization, a nonprofit organization, or a private institution of higher education. CUP FORM 400012 (REV..4-88) 20A-63 U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance PROIECTNt1MBER 2018DJ.BX4820 AWARD CONTINUATION SHEET Grant AWARDDATE 11/16f20[8 SPECIAL CONDITIONS 48. Compliance with National Environmental Policy Act and related statutes PAGE 19 OF 23 Upon request, the recipient (and any subrecipient at any tier) most assist BJA in complying with the National Environmental Policy Act (NEPA), the National Historic Preservation Act, and other related federal environmental impact analyses requirements in the use of these award funds, either directly by the recipient or by a subrecipient. Accordingly, the recipient agrees to first determine if any of the following activities will be funded by the grant, prior to obligating funds for any of these purposes. If it is determined that any of the following activities will be funded by the award, the recipient agrees to contact BJA. The recipient understands that this condition applies to new activities "set out below, whether or not they are being specifically funded with these award funds. That is, as long as the activity is being conducted by the recipient, a subrecipient, or any third party, and the activity needs to be undertaken in order to use these award funds, this condition must first be met. The activities covered by this condition are: a. New construction; b. Minor renovation or remodeling of a property located in an environmentally or historically sensitive area, including properties located within a 100-year Rood plain, a wetland, or habitat for endangered species, or a property listed on or eligible for listing on the National Register of Historic Places; c. A renovation, lease, or any proposed use of a building or facility that will either (a) result in a change in its basic prior use or (b) significantly change its size; d. Implementation of a new program involving the use of chemicals other than chemicals chat are (a) purchased as an incidental component of a funded activity and (b) traditionally used, for example, in office, household, recreational, or education environments; and e. Implementation of a program relating to clandestine methamphetamine laboratory operations, including the identification, seizure, or closure of clandeatine methamphetamine laboratories. The recipient understands and agrees that complying with NEPA may require the preparation of an Environmental Assessment andfor an Environmental Impact Statement, as directed by BJA. The recipient further understands and agrees to the requirements for implementation of a Mitigation Plan, as detailed at https:/Ibja.gov/Fuuding/nepa.htmi, for programs relating to methamphetamine laboratory operations. Application of This Condition to Recipients Existing Programs or Activities: For any of the recipient's wits subrecipients' existing programs or activities that will be funded by these award funds, the recipient, upon specific request from BJA, agrees to cooperate with BJA in any preparation by BJA of a national or program environmental assessment of that funded program or activity. 49. Establishment of trust fund If award funds are being drawn down in advance, the recipient (or a subrecipient, with respect to a subaward) is required to establish a trust fund account. Recipients (and subrecipients) must maintain advance payments of federal awards in interest -bearing accounts, unless regulatory exclusions apply (2 C.F.R. 200.305(bx8)). The trust fund, including any interest may not be used to pay debts or expenses incurred by other activities beyond the scope of the Edward Byrne Memorial Justice Assistance Grant Program (JAG). The recipient also agrees to obligate the award funds in the trust fund (including any interest earned) during the period of performance for the award and expend within 90 days thereafter. Any unobligated or unexpended funds, including interest earned, must be returned to Off, at the time of closeout. OJP FORM 4000/2 (REV. 4-88) 20A-64 U.S. Deparmlent of Justice OfficeafJusticePrograms AWARD CONTINUATION s Bureau of Justice Assistance SHEET PAGE 20 OF 23 Grant i --- PROJECTNUMBER 2018-DI.BX4820 AWARD DATE 1111612018 SPECIAL CONDITIONS 50. Prohibition on use of award funds for match under BVP program JAG funds may not be used as the 50% match for purposes of the DOJ Bulletproof Vest Partnership (BVP) program. 51. Certification ofbody armor"mandatory wear" policies The recipient agrees to submit a signed certification that all law enforcement agencies receiving body tumor purchased with funds from this award have a written "mandatory wear" policy in effect. The recipient must keep signed certifications on file for any subrecipients planning to utilize funds from this award for ballistic -resistant and stab - resistant body armor purchases. This policy must be in place for at least all uniformed officers before any funds from this award may be used by an agency for body armor. There are no requirements regarding the nature of the policy other than it be a mandatory wear policy for all uniformed officers while on duty. 52, Body armor - compliance with NU standards and other requirements Ballistic -resistant and stab -resistant body armor purchased with JAG award funds may be purchased at any threat level, make or model, from any distributor or manufacturer, as long as the body armor has been tested and found to comply with applicable National Institute of Justice ballistic or stab standards and is listed on the NU Compliant Body Armor Model List (https:/Inij.gov/topics/tcehnology/body-armor/Pages/compliant-ballistic-=or.wpx). to addition, ballistic -resistant and stab -resistant body armor purchased must be made in the United States and must be uniquely fitted, as set forth in 34 U.S.C. 10202(cXl)(A). The latest HII standard information can be found here: hltps:/ / nij.gov/ topics/ technology/ body-amror/ pages/ safety-initiative.aspx 53. Body armor- impact on eligibility for other programfunds The recipient understands that the use of fonds under this award for purchase of body armor miy impact eligibility for funding under the Bulletproof Vest Partnership (BVP) program, a separate program operated by BJA, pursuant to the BVP statute at 34 USC 10531(c)(5). 54. Reporting requirements j The recipient must submit quarterly Federal Financial Reports (SF-425) and semi-annual performance reports through OJP's GMS (https:/Igmnts.ojp.usdoj.gov). Consistent with the Departmenes responsibilities under the Government Performance and Results Act (GPRA) and the GPRA Modernization Act of 2010, the recipient must provide data that measure the results of its work. The recipient must submit quarterly performance metrics reports through BJA's Performance Measurement Tool (PMT) website (www.bjaperfomrancetools.org). For mom detailed information on reporting and other JAG requirements, refer to the JAG reporting requirements webpage. Failure to submit required JAG reports by established deadlines may result in the freezing of grant funds and future High Risk designation 55, Required data on law enforcement agency training Any law enforcement agency receiving direct or sub -awarded funding from this JAG award must submit quarterly accountability metrics data related to training that officers have received on the use of force, racial and ethnic bias, de- escalation of conflict, and constructive engagement with the public. 56. Expenditures prohibited without waiver No funds under this award may be expended on the purchase of items prohibited by the JAG pmgmm statute, unless, as set forth at 34 U.S.C. 10152, the BJA Director certifies that extraordinary and exigent circumstances exist, making such expenditures essential to the maintenance of public safety and good order. OR FORM 4000/2 (REV. 448) 20A-65 U.S. Department of Justice Office of Justice Programs Bureau of Justice Assistance PROJECTNUMBER 2018-DJ-BX-0820 AWARD CONTINUATION SHEET Grant AWARD DATE 111162018 SPECLIL CONDITIONS PAGE 21 OF 23 57. Authorization to obligate (federal) award funds to reimburse certain project costs incurred on or after October 1, 2017 The recipient may obligate (federal) award funds only after the recipient makes a valid acceptance of the award. As of the first day of the period of performance for the award (October 1, 2017), however, the recipient may choose to incur project costs using non-federal funds, but any such project costs are incurred at the recipient's risk until, at a minimum— (1) the recipient makes a valid acceptance of the award, and (2) all applicable withholding conditions are removed by OR (via a Grant Adjustment Notice). (A withholding condition is a condition in the award document that precludes the recipient from obligating, expending, or drawing down all or a portion of the award funds until the condition is removed.) Except to the extent (if any) that an award condition expressly precludes reimbursement of project costs incurred "at - risk," if and when the recipient makes a valid acceptance of this award and OR removes each applicable withholding condition through a Grant Adjustment Notice, the recipient is authorized to obligate (federal) award funds to reimburse itself for projart costs incurred "at -risk" earlier during the period of performance (such as project costs incurred prior to award acceptance or prior to removal of an applicable withholding condition), provided that those project costs otherwise are allowable costs under the award. Nothing in this condition shall be understood to authorize the recipient (or any subrecipient at any der) muse award funds to "supplant" State or local funds in violation of the recipient's certification (executed by the chief executive of the State or local government) that federal funds will be used to increase the amounts of such funds that would, in the absence of federal funds, be made available for law enforcement activities. 58. Use of funds for DNA testing; upload of DNA profiles If award funds are used for DNA testing of evidentiary materials, any resulting eligible DNA profiles must be uploaded to the Combined DNA Index System ("CODIS," the DNA database operated by the FBI) by a government DNA laboratory with access to CODIS. No profiles generated under this award may be entered or uploaded into any non -governmental DNA database without prior express written approval from BJA. Award funds may not be used for the purchase of DNA equipment and supplies unless the rem dng DNA profiles may be accepted for entry into CODIS. 59. Thmc percent set -aside forNIDRS compliance The recipient must ensure that at least 3 percent of the total amount of this award is dedicated to achieving full compliance with the FBI's National Incident -Based Reporting System (NIBRS), unless the FBI or appropriate State official has certified that the recipient locality is already NIBRS compliant, and evidence of this has been submitted to and approved by BJA. The recipient will be required by BJA to make revisions to budgets that do not clearly indicate what projects will be supported by this 3 percent set -aside, unless evidence of NIBRS compliance has been submitted to and approved by BJA. Recipients serving as fiscal agents for "disparate jurisdictions," (as defined at 34 USC 10156(d)(4)) have to pass this requirement through to in subawards to other localities in the disparate jurisdiction, so that each locality in a disparate jurisdiction group dedicates at least 3 percent of award funds to NIBRS compliance, unless, with respect to each locality in the disparate jurisdiction group, evidence of NIBRS compliance bas been submitted to and approved by BJA. OR FORM 40002 (REV. 4-88) 41 A . ., 4)i PROJECT NUMBER U.S. Deferment of Justice Office of Justice Programs Bureau of Justice Assistance 2018-1)1-BX-0820 AWARD CONTINUATION SKEET Grant AWARD DATE 11/142018 SPECIAL CONDITIONS 60. Encouragementofsubmissionof"suceesstoriea" PAGE 22 OF 23 BJA strongly encourages the recipient to submit annual (or more frequent) JAG success stories. To submit a success story, sign in to a My BJA account at https:/ / www.bja.gov/ Login.aspx to access the Success Story Submission form. If the recipient does notyet have a My BJA account, please register at htips:/ / www.bja.gov/ pmfile.wpx. Once registered, one of the available mesa on the My BJA page will be "My Success Stories." Within this box, them is an option to add a Success Story. Once reviewed and approved by BJA, all success stories will appear on the BJA Success Storywebpageathttps://www.bja.gov/SuccnsStoryList.mpx. 61. Withholding of funds: Required certification from the chief executive of the applicant government The recipient may not obligate, expend, or draw down any award funds until the recipient submits the required "Certifications and Assurances by the Chief Executive of the Applicant Government," properly -executed (as determined by OJP), and a Grant Adjustment Notice (GAN) bas been issued to remove this condition. 62. Withholding of funds: NIBRS set -aside The recipient may not obligate, expend, or draw down any award funds until the recipient submits, and BJA reviews and accepts, a budget that clearly dedicates at least 3 percent of the total amount of the award to NIBRS compliance activities or documentation showing that the recipient has heat certified as NIBRS compliant, and a Grant Adjustment Notice (GAN) has been issued to remove this condition, 63. Withholding of funds: Budget narrative or information The recipient may not obligate, expend, or draw down any award funds until the recipient submits, and OJP reviews and accepts, the required budget information or narrative for the award, and a Grant Adjustment Notice (GAN) has been issued to remove this condition. 64. Withholding of funds: Program narrative The recipient may not obligate, expend, or draw down any award funds until the recipient submits, and OJP reviews and accepts, the program tentative for this award, and a Grant Adjustment Notice (GAN) has been issued to remove this condition. 65. Withholding of funds: Memorandum of Understanding The recipient may not obligate, expend, or draw down any award funds until OJP has reviewed and approved the Memorandum of Understanding (MOU), and a Grant Adjustment Notice (GAN) bus been issued to remove this condition. 66. Withholding of funds: Disclosure of lobbying The recipient may not obligate, expend, or draw down any funds under this award until it has provided to the grant manager for this OJP award a complete Disclosure of Lobbying Activities (SF-LLL) form, and OJP has issued a Grant Adjustment Notice to remove this special condition. O1P FORM 4000/2 (REV. 4-88) 20A-67 U.S. Department of Justice Office oflusticePrograms AWARD CONTINUATION it Bureau of Justice Assistance SHEET PACE 23 OF 23 d Grant PROJECTnFMBER 20I8-DJ-BX-0820 AWARD DATE IUM2018 SPECIAL CONDITIONS 67. Withholding of funds: Disclosure ofpending applications The recipient may not obligate, expend, or draw down any award funds until: (1) it has provided to the grant manager for this OR award either an "applicant disclosure of pending applications" for federal funding or a specific affirmative statement that no such pending applications (whether direct or indirect) exist, in accordance with the detailed instructions in the program solicitation, (2) OR has completed its review of the information provided and of any supplemental information it may request, (3) the recipient has made any adjustments to the award that OJP may require to prevent or eliminate any inappropriate duplication of funding (e.g., budget modification, project scope adjustment), (4) if appropriate adjustments to a discretionary award cannot be made, the recipient has agreed in writing to any necessary reduction of the award amount in any amount sufficient to prevent duplication (as determined by OJP), and (5) a Grant Adjustment Notice has been issued to remove this condition. 68. Recipient may not obligate, expend or drawdawn funds until the Bureau of Justice Assistance, Office of Justice Programs has received and approved the required application attachment(s) and has issued a Grant Adjustment Notice (GAN) releasing this special condition. 69. Limitation on Eligible Subrecipients No funds under this award may be provided to the City of Santa Ana unless and until (1) the recipient and the City of Santa Ann have submitted additional material to OJP concerning the City of Santa Ana's compliance with 8 U.S.C. § 1373, (2) OR has verified thatjurisdiction's compliance with 8 U.S.C. § 1373, and (3) OR issues a Grant Adjustment Notice (GAN) to modify or remove this condition. ON FOR34 400012 (REV. 4-88) U.S. Department Justice Office of Justice Programs .- Bureau of Justice Assistance WaANgton, D.C. 10531 Memorandum To: Official Grant File From: Orbin Terry, NEPA Coordinator Subject: Incorporates NEPA Compliance in Further Developmental Stages for County of Orange The Edward Byrne Memorial Justice Assistance Grant Program (JAG) allows states and local governments to support a broad range of activities to prevent and control crime and to improve the criminal justice system, some of which could have environmental impacts. All recipients of JAG funding must assist BJA in complying with NEPA and other related federal environmental impact analyses requirements in the use of grant funds, whether the funds are used directly by the grantee or by a subgrantee or thud party. Accordingly, prior to obligating funds for any of the specified activities, the grantee must first determine if any of the specified activities will be funded by the grant. The specified activities requiring environmental analysis are: a. New construction; b. Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including properties located within a 100-year flood plain, a wetland, or habitat for endangered species, or a property listed on or eligible for listing on the National Register of Historic Places; e. A renovation, lease, or any proposed use of a building or facility that will either (a) result in a change in its basic prior use or (b) significantly change its size; d. Implementation of a new program involving the use of chemicals other than chemicals that are (a) purchased as an incidental component of a funded activity and (b) traditionally used, for example, in office, household, recreational, or education environments; and e. Implementation of a program relating to clandestine methamphetamine laboratory operations, including the identification, seizure, or closure of clandestine methamphetamine laboratories. Complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement, as directed by BJA. Further, for programs relating to methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be required. For more information about Mitigation Plan requirements, please see https://www.bja.gov/Fundinginepa.httnl. Please be sure to carefully review the grant conditions on your award document, as it may contain more specific information about environmental compliance. 20A-69 >sY U.S. Department of Justice Justice Assistance GRANT MANAGER'S MEMORANDUM, PT,1: Bureau Office of ofPrograms PROJECT SUMMARY s I } Grant PROJECTNUMBER PAGE 1 OF I 2018-DI-BX-0820 Tlds project is supported under FYl8(BJA- JAG State & JAG Local) Title I of Pub. L. No. 90-M_d co (gumially ified at 34 U.S C. I0101 - 10726) including subpart I of pad E (codified at 34 U.S.C. 10151- 10158): see also 28 U.S.C. 530C(a) ',. L STAFF CONTACT (Name & telephone number) Linda Hill -Franklin (202) 514-0712 2. PROJECT DIRECTOR (Name, address & telephone number) Nancy Nguyen Giants Manager Resmmh & Development Division 431 THE CITY DRIVE SOUTH ORANGE, CA 928683303 (714)920-2016 3a. TITLE OF THE PROGRAM 3b. POMS CODE (SEE INSTRUCTIONS BJA FY 18 Edward Byrne Memorial Justice Assistance Grant (JAG) Program - Local Solicitation j ON REVERSE) 4. TITLE OF PROJECT FY 18 Local JAG Program 5. NAME & ADDRESS OF GRANTEE County of Orange 10 Civic Canter Plans Sanm Ana, CA 92701 7. PROGRAM PERIOD FROM: 101012017 9.AMOUNTOFAWARD $410,195 11. SECOND YEAR'S BUDGET 6. NAME & ADRESS OF SUBGRANTEE 8. BUDGET PERIOD TO: 09/30/2021 ',, FROM: 10/012017 TO: 091302021 ............. _ 10.DATEOFAWARD 12. SECOND YEAR'S BUDGET AMOUNT -��-- _....... ......_- IJ. THIRD YEAR'S BUDGET PERIOD 14. THIRD YEAR'S BUDGET AMOUNT 15. SUMMARY DESCRIPTION OF PROJECT (See instruction on inverse) The Edward Byrne Memorial Justice Assistance Grant Program (JAG) allows states and units ofluml govemmenq including tribes, to support a broad range of criminal justice mlatod activities based on &it own state end local needs ad... Grant funds can be used fm stem and local initiatives, tecboiml assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice, including for any one or more of the following purpose arms: 1) law enforcement pmgmms; 2) prosecution and won programs; 3) prevention and education programs; 4) corrections and community correctionsprograms; 5) ding treatment and enforcement programs; 6) planning, evaluation, and technology improvement programs; 7) crime victim and wimma programs (other tlmn compensation): and 8) meam] health programs and related law enforcement and corrections programs, including behavioral programs and crisis intervention teams. This Local JAG emend will be shared by the County end one orm. jurisdictions identified as dblum te, within the current Fiscal Year eligibility list (www bja.gcw/Jag). JAG funding will be used to support criminal justice initiatives that fall under one or mom ofthe allowable program areas above. Any OUP FORM 40002 (REV. 4-88) _ 20A-70 equipment purchases or funded initiatives such as overtime, Usk forces, drug programs, information sharing, etc. will be aimed at seducing crime and/or enhancing public/officer safety. NCAMCF 20A-71 20A-72 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE APPROPRIATION ADJUSTMENTS TOTALING $1,275,000 AND AUTHORIZE PURCHASE AGREEMENTS TOTALING $1,030,000 FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 2 (PROJECT NO. 18-6901) (NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1G; 3, 2C} /s/ Kristine Ri CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve an appropriation adjustment of$772,500 in Measure M2 Competitive, Arterial Capacity Enhancements grant funding from the Measure M-Street Construction revenue account and appropriate the same amount to the Measure M2 Competitive Street, Land expenditure account for property acquisition referenced below. 2. Approve an appropriation adjustment of$502,500 in Measure M2 Competitive, Arterial Capacity Enhancements grant funding from the Measure M-Street Construction revenue account and appropriate the same amount to the Measure M2 Competitive Street Land expenditure account for ongoing costs necessary for project delivery. 3. Authorize the City Manager and Clerk of the Council to execute a Purchase Agreement for the real property full acquisition and goodwill (if any) with the property owners listed below, subject to non -substantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1. Ruben Mejia 2244 S. Halladay St. Full $560,000 (APN 016-104-29) The Ruben Peralta and Lidia Peralta Living Trust, 905 E. Warner Ave. 2. UTD, December 15, (APN 016-105-20) Full $470,000 2001, Ruben Peralta and Lidia Peralta, Trustees 20B-1 Real Property Purchase Agreement - Warner Avenue Improvements, Phase 2 November 5, 2019 Page 2 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 one -mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four -lane roadway to a six -lane arterial, to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 2 of the Warner Avenue Improvements project, bounded by Oak Street and Grand Avenue. Construction is anticipated to begin Winter 2020. The recommended property acquisitions are necessary to accommodate the street improvements for Phase 2 (Exhibit 1). The purchase offers were determined based on the appraised value prepared by a California State licensed appraiser and accepted by the property owner. The compensation amounts listed above are incorporated in the attached agreements (Exhibits 2 and 3). 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 G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also 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), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Warner Street Improvement project is primarily funded with Orange County Transportation Authority (OCTA) Measure M2 Comprehensive Transportation Funding Program, Arterial Capacity Enhancements (ACE) grant funds. Due to OCTA Board action in May 2019, all M2 payments to the City have been suspended until City regains M2 eligibility. City staff wishes to proceed with project delivery, as pending M2 funds will be reimbursed to City once compliance with the Maintenance of Effort (MOE) requirements are accepted by OCTA, with anticipated renewal in early 2020. The Appropriation Adjustment of $772,500 (Recommended Action No. 1) will provide sufficient funding 20B-2 Real Property Purchase Agreement - Warner Avenue Improvements, Phase 2 November 5, 2019 Page 3 to complete the requested property purchases. The $502,500 Appropriation Adjustment (Recommended Action No. 2) will provide funding to cover project delivery costs (i.e., property acquisition services, right-of-way management, etc.) through MOE renewal. If the City does not receive the Measure M2 funding as expected, this project will be backfilled with an alternative funding source, such as the General Fund. Approval of the requested Appropriation Adjustments will provide $772,500 for property acquisition and $502,500 for project delivery costs from the Measure M-Street Construction revenue account (No. 03217002-52332) and appropriate the same amount to the Measure M2 Competitive Street, Land expenditure account (No. 03217663-66100). With $257,500 from the City of Tustin contribution already budgeted in the Warner Avenue Improvements Project (No. 18-6901), a total of $1,532,500 will then be available for property acquisition and right-of-way management expenditures in FY 2019-20 as follows: Accounting Accounting Unit —Account Fiscal Year Unit— Fund Description No. Description Amount Account No. PROPERTY ACQUISITION FY 2019-20 03217663- Measure M- Measure M2 Competitive $772,500 66100 Street Construction Street — Land FY 2019-20 05917668- Select Street Construction Warner Ave -Tustin CFD — $257,500 66100 (City of Tustin Contribution) Land TOTAL PROPERTY PURCHASE AGREEMENTS: $1,030,000 PROJECT DELIVERY FY 2019-20 03217663- Measure M- Measure M2 Competitive $502,500 66100 Street Construction Street — Land TOTAL RIGHT-OF-WAY MANAGEMENT: $502,500 TOTAL: $1,532,500 Fuad S. Sweiss, PE, PLS Kathryn Downs, CPA Executive Director Executive Director Public Works Agency Finance and Management Services Agency M&NWAVHecHiaercrL9 Exhibits: 1. Location Map 2. Purchase Agreement —APN 016-104-29 3. Purchase Agreement —APN 016-105-20 r1- Z U) MATCHLINE SEE BOTTOM LEFT "—"—" HICK❑RY ST NET.. ..T..� DP i016-090-26 Q « L__ Mi_oONROE PLEMENTARY i 016-104-21 .4Z . . .. . . a - ----•J 016-090-22 W _ 016-090-25 I OAK ST I DELHI PARK I z NATIONAL GUARD: •• Q — — ARMORY _� �J "T"l I 3 •• J HALLADAY ST 016-090-24 IIIi � :1i21$ 66-t5-t9 $. gl4W 51: NATIONAL Qr ZD Dl li HA LLADAY ST 9p3� 1 ', N 016-090-21 3 , �]JATIDNaL cuaR�I KILS❑N DR ^ elI I I ARMORY 1 N I I I/._3 2 016-1332245 -u L•_._.J LOt6. KILSW DR I I tc e I I M 1 I I 016-133-33 I CEDAR ST 016-090-22 : I 016-133-32 I ^' ••�•• I ••, DELHI PARK I I o I I I _�• N tl I l II II . _.. _.L.._I_.1 :.. .31 L ° —"—"J HICKORY ST MATCHLINE SEE TOP RIGHT LEGEND -SUBJECT PROPERTY EXHIBIT 1 -A000IRED PROPERTIES SANTA ANA T11LE: ^ PURCHASE AGREEMENTS FOR WARNER AVENUE u IMPROVEMENTS (PROJECT NO 18-6= NONGENERAL FUND) PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2019, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer), and RUBEN MEJIA, a married man as his sole and separate property (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 2244 S. Halladay St., Santa Ana, CA 92704) (APN: 016-104-29) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite120, Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Five Hundred Sixty Thousand and 00/100 Dollars ($560,000.00) insuring the title of the City to said real properties are free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 1 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of Five Hundred Sixty Thousand and 00/100 Dollars ($560,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; P�f18 (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. a. No later than fourteen (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of fourteen (14) days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. 8. Holdover Seller. At the sole discrepancy of the City, the City may allow the Seller to stay beyond the fourteen (14) days after the close of escrow as stated in Section 7a. In doing so, the Seller will become a Holdover Seller, and will be required to sign an interim rental agreement. Said rental agreement will provide the rental rate and terms of the lease. If the City or its agents fail to provide said rental agreement to Seller and Seller is still in occupancy of the Property after the fourteen (14) days after the close of escrow, then Seller is responsible to contact the City or its agents, to determine as to where to send their rent payment. Failure of City or its agents to present the interim rental agreement to Seller does not absolve the Seller from paying rent. 9. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/365-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 10. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to P2to be a waiver of any subsequent or other 015 / breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 11. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 12. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property. 14. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow. 15. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 2244 S. Halladay Street, Santa Ana, CA 92707. 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 17. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all • issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 18. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seg. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601). 19. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 20, Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). 1 This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 21. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 24. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 25. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 28. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 30. Authority to Execute Agreement. 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 PSA, 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. 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. l�' M 11 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. SELLER: " " v Date: 48 Ruben Mejia, a married man 4b his sole and separate property CITY OF SANTA ANA: City/Buyer Kristine Ridge City Manager ATTEST: Daisy Gomez, MMC Clerk of the Council APPROVED AS TO FORM: Min M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: Date: Date: 1 ci Date: EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 24 IN BLOCK "P" OF TRACT NO. 668, MCFADDEN TRACT NO. 5, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 20, PAGE 5, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID PROPERTY, BUT WITH NO RIGHT OF SURFACE ENTRY, WHERE THEY HAVE BEEN PREVIOUSLY SHOWN IN VARIOUS INSTRUMENTS OF RECORD. ASSESSOR'S PARCEL NUMBER: 016-104-29 EXHIBIT "B" (Commonwealth Land Title Insurance Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. .e RIC When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 CiAc Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by I H F. CITY OF SA.N TA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCP.T. APPROVED AS TO APPROVEDPY I DESCRIPTFON DESCJiIPTION A.P. tUW MAP PROTECT T.4XE5 PORM&Y.iTTY. DIRECTOR WRITTEN DY CHECKEDO.R. NUMBERS M1MFfPR TI:MRF'R X ol6-loa-29 2244 S. Halladay Street, Santa Ana CA 92707 DEED NLR DER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, RUBEN MEJIA, a married man as his sole and separate property Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 2244 S. Halladay Street, Santa Ana CA 92707 described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated: 0 Ruben Mejia, a married man as his sole and separate property EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 24 IN BLOCK "P" OF TRACT NO. 668, MCFADDEN TRACT NO. 5, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 20, PAGE 5, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID PROPERTY, BUT WITH NO RIGHT OF SURFACE ENTRY, WHERE THEY HAVE BEEN PREVIOUSLY SHOWN IN VARIOUS INSTRUMENTS OF RECORD. ASSESSOR'S PARCEL NUMBER: 016-104-29 z 211t ACKNOWLEDGMENT 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 Oil personally appeared before me, (hsen name aild tide (f±Le officer) Name of Signer (1) Naane ol, Signer (2) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify wider 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 oI Notary Public (Seat) PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2 01 9, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and THE RUBEN PERALTA AND LIDIA PERALTA LIVING TRUST, UTD, DECEMBER 15, 2001, RUBEN PERALTA AND LIDIA PERALTA, TRUSTEES (hereinafter "Seller'), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 905 E. Warner Avenue, Santa Ana, CA 92704) (APN: 016-105-20) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite120, Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Seventy Thousand and 00/100 Dollars ($470,000.00) insuring the title of the City to said real properties are free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure : t� 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Pavment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of Four Hundred Seventy Thousand and 00/100 Dollars ($470,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; Pa e2of12 20B-18 (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. a. No later than fourteen (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of fourteen (14) days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. 8. Holdover Seller. At the sole discrepancy of the City, the City may allow the Seller to stay beyond the fourteen (14) days after the close of escrow as stated in Section 7a. In doing so, the Seller will become a Holdover Seller, and will be required to sign an interim rental agreement. Said rental agreement will provide the rental rate and terms of the lease. If the City or its agents fail to provide said rental agreement to Seller and Seller is still in occupancy of the Property after the fourteen (14) days after the close of escrow, then Seller is responsible to contact the City or its agents, to determine as to where to send their rent payment. Failure of City or its agents to present the interim rental agreement to Seller does not absolve the Seller from paying rent. 9. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/365-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 10. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other 2dedofib breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 11. Heirs, Assions, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 12. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 13, Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property. 14. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow 16. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 2244 S. Halladay Street, Santa Ana, CA 92707. 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 17. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all Page 4 of 12 20B-20 issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 18. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 89601 et sue. (42 U.S.C. S9601). 19. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 20. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). Pa e6of12 20B-21 This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 21. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 24. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 26. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 28. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 30. Authority to Execute Agreement. 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 PSA, 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. 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. SELLER: X Qe CA, ed Date: 0 Rub n Peralta Trustee L441-1 ®� Date: Lidia Peralta Trustee CITY OF SANTA ANA: City/Buyer Kristine Ridge City Manager ATTEST: Daisy Gomez, MMC Clerk of the Council APPROVED AS TO FORM: Vll 11MJ 11 V JoI(rYM. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: Date: Date: Aall Date: Pa e7of12 26B-23 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 12 IN BLOCK "R" OF TRACT NO. 668, MCFADDEN TRACT NO. 5, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 20, PAGE 5, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID PROPERTY, BUT WITH NO RIGHT OF SURFACE ENTRY,WHERE THEY HAVE BEEN PREVIOUSLY SHOWN IN VARIOUS INSTRUMENTS OF RECORD. Assessor's Parcel Number: 016-105-20 EXHIBIT "B" (Commonwealth Land Title Insurance Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. P When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES x APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECTOR DESCRITION WRnTEN BY DESCRIPTION CHECKED-O.K. A NUMBERS 016-105-20 WWMAP NUMBER PROJECT NUMBER 905 E. Warner Avenue, Santa Ana CA 92707 DEEDNOMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, RUBEN PERALTA LIDIA PERALTA LIVING TRUST, UTD, DECEMBER15, 2001, RUBEN PERALTA AND LIDIA PERALTA, TRUSTEES Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 905 E. Warner Avenue, Santa Ana CA 92707 described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated: By: Dated: By: Ruben Peralta, Trustee Lidia Peralta,Trustee EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 12 IN BLOCK "R" OF TRACT NO. 668, MCFADDEN TRACT NO. 5, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 20, PAGE 5, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY. EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID PROPERTY, BUT WITH NO RIGHT OF SURFACE ENTRY,WHERE THEY HAVE BEEN PREVIOUSLY SHOWN IN VARIOUS INSTRUMENTS OF RECORD. Assessor's Parcel Number: 016-105-20 zV d 0L t ACKNOWLEDGMENT 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 On before me, personally who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PF,NALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: AWARD A PURCHASE ORDER IN THE AMOUNT OF $217,974 TO CULVER- NEWLIN FOR OFFICE WORKSTATION FURNITURE AND INSTALLATION (GENERAL FUND) (SPECIFICATION NO. 19-108) {STRATEGIC PLAN NO. 7,5) /s/ Kristine Ridge CITY MANAGER 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 Authorize a one-time purchase and payment of purchase order to Culver -Newlin for office workstation furniture and installation services in the amount of $202,586, plus a contingency of $15,388, for a total amount not to exceed $217,974, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Human Resources Department is nearing completion of a reorganization plan that began July 1, 2019. The reorganization included the addition of four new full time staff members, a Management Intern and a part-time temporary employee. In addition, Human Resources is preparing for the addition of two more staff members in FY 20/21. As a result of the reorganization, Human Resources has a need to provide adequate office and workspace areas. To provide adequate office and work space areas, staff is requesting a reconfiguration of two current office rooms. The plans include reconfiguring an existing room that currently houses six workstations to allow for eight workstations with sliding doors for added privacy. In addition, a filing room will be converted into carpeted office area to house four new workstations. Additionally, the Finance and Management Services Agency (FMSA) is spread out amongst four (4) floors within City Hall. In order to increase efficiency and streamline processes, staff is considering the consolidation and relocation of departments within FMSA. To accommodate the consolidation, workspace for the relocation of ten (10) current staff members will be needed. 22A-1 Award Purchase Order for Office Workstation Furniture and Installation November 5, 2019 Page 2 Santa Ana Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The San Bernardino County Superintendent of Schools contract with Culver -Newlin for furniture systems was awarded as a result of open, competitive bidding and meets the City's requirement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 Team Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization). ENVIRONMENTAL IMPACTS There is no environmental impact associated with this action. FISCAL IMPACT Funds in the amount of $117,974 are budgeted for in the FY 2019-20 in the Human Resources Services account (No. 01109050-62300) and $100,000 is budgeted and available in the FY 2019- 20 Finance & Management Services account (no. 01110100-62300 and 01110110-62300). Steven V. Pham Executive Director Human Resources Department FSS/TC/GL r_� � � :z.�.� a.�,F� r.� 1n ► L> ~y_� ► L>._�KKm� ► r r,� I Kathryn Downs, CPA Executive Director Finance and Management Services Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: AMEND CONTRACT WITH ENTERPRISE FLEET MANAGEMENT FOR LEASED VEHICLES BY AN ADDITIONAL AMOUNT OF $41,708, AND AN ANNUAL FIFTEEN (15) PERCENT CONTINGENCY OF $79,020, FOR A NEW TOTAL ANNUAL AMOUNT NOT TO EXCEED $605,820 (SPECIFICATION NO. 18-093) {STRATEGIC PLAN NO. 1,5; 5,3; 5,41 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For rK•�rnum�.ic. /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute an amendment with Enterprise Fleet Management to increase the annual amount for leased vehicles by an additional $41,708, and an annual fifteen (15) percent contingency of $79,020, for a new total annual amount not to exceed $605,820, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On December 18, 2018, the City Council approved a three-year contract with Enterprise Fleet Management (Enterprise) for leased vehicles for a total annual not to exceed amount of $485,092, which includes an annual contingency of $44,099. Under the existing agreement with Enterprise, the Santa Ana Police Department leases vehicles for various personnel based on need for field assignments. Furthermore, leasing a variety of vehicles allows interchangeability in order to maintain anonymity and provide safety for police officers. The Police Department currently leases vehicles for the following divisions/programs: Special Investigations Division surveillance program, Task Force members, background investigators, police commanders, and various staff assigned to Training, Internal Affairs and the Personnel Division. Upon approval of this amendment, the Police Department will be adding seven lease vehicles to their vehicle fleet. These seven vehicles will replace City -owned vehicles that have reached the end of their useful life and are no longer reliable. Six of the new lease vehicles will be assigned to the Criminal Investigations Division, and one vehicle will be assigned to Internal Affairs. Additionally, the Planning and Building Agency (Planning) leases vehicles to assist with Code Enforcement, Building Inspection, and Cannabis Enforcement activities. Four (4) new Code Enforcement Officer and four (4) Combo Building inspector positions were approved by City Council during the fiscal year 19-20 budget process. The eight (8) positions were filled to meet citywide 22B-1 Amend Contract for Leased Vehicles November 5, 2019 Page 2 demands to address property enforcement issues and thus require a vehicle to perform inspection - related activities. Due to the increased number of inspectors and code enforcement officers hired as well as the anticipated replacement of vehicles used by Planning that are no longer reliable, additional vehicles will be required in order to avoid a lapse in service. Finance and Management Services Agency also maintains a need to replace one (1) existing 1998 Chevrolet Compact truck currently in use for parking Meter Reader Collectors. This vehicle is past its useful life and is no longer reliable. The leasing option is recommended due to the fact the user of the vehicle is on a temporary assignment. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety #5, provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana. Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #3, (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability in Santa Ana), and Objective #4, (Support neighborhood vitality and livability). FISCAL IMPACT Funds for the additional annual amount of $41,708 are available in FY 2019-20 and will be budgeted and made available in future fiscal years during the contract term in the following accounts: Accounting Account Unit, Account FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 Unit- Fund Description (12-months) (12-months) (12-months) (12-months) (6-months) Account No. 01114400- Office of the Chief of Police, 62300 General Contract Services- $24,840 $24,840 $24,840 $24,840 $12,420 Professional 01114404- General Backgrounds, Contract $27,600 $27,600 $27,600 $27,600 $13,800 62300 Services - Professional 01114405- General Traffic, Contract Services - $20,700 $20,700 $20,700 $20,700 $10,350 62300 Professional 01114410- General Training Services, Contract $13,800 $13,800 $13,800 $13,800 $6,900 62300 Services - Professional 01114415- General Internal Affairs, Contract $30,360 $30,360 $30,360 $30,360 $15,180 62300 Services - Professional 01114420- General Field Operations, Contract $100,740 $100,740 $100,740 $100,740 $50,370 62300 Services - Professional 01114435- Criminal Investigations, 62300 General Contract Services- $73,140 $73,140 $73,140 $73,140 $36,570 Professional 01114440- Crimes Against Persons, 62300 General Contract Services - $99,360 $99,360 $99,360 $99,360 $49,680 Professional 22B-2 Amend Contract for Leased Vehicles November 5, 2019 Page 3 01114445- Special Investigations, 62300 General Contract Services - $19,320 $19,320 $19,320 $19,320 $9,660 Professional 01114450- General CDC, Contract Services- $13,800 $13,800 $13,800 $13,800 $6,900 62300 Professional 01114471- Investigations Support 62300 General Service, Contract Services - $11,040 $11,040 $11,040 $11,040 $5,520 Professional 01114475- General Jail Operations, Contract $17,940 $17,940 $17,940 $17,940 $8,970 62300 Services - Professional 01214010- Cannabis Police Enforcement Services, 62300 Public Contract Services- $62,100 $62,100 $62,100 $62,100 $31,050 Benefit Professional 01116520- Ping & Big Agency - Permit & 62300 General Ins Services, Contract $24,840 $24,840 $24,840 $24,840 $12,420 Services - Professional 01116500- Ping & Big Agency -Admin, 62300 General Contract Services- $52,440 $52,440 $52,440 $52,440 $26,220 Professional 01110130- FIN/MGMT Services- 62300 General Treas/Cust Services, Contract $13,800 $13,800 $13,800 $13,800 $6,900 Services - Professional Total $605,820 $605,820 $605,820 $605,820 $302,910 David Valentin Chief of Police Santa Ana Police Department Minh Thai Executive Director Planning and Building Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 22B-3 22B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: AMEND THE CONSTRUCTION CONTRACT WITH EBS GENERAL ENGINEERING, INC., BY $248,000 FOR A NEW CONTRACT DELIVERY TOTAL OF $1,340,874 TO CONSTRUCT PAVEMENT IMPROVEMENTS FOR THE RESIDENTIAL STREET REPAIR AND ALLEY IMPROVEMENT PROJECT ASSOCIATED WITH THE CITYWIDE SEWER MAIN IMPROVEMENT PROJECT AT POMONA STREET (PROJECT NOS. 18-7526, 18-7527,18-6910,17-6437) {STRATEGIC PLAN NOS. 6, 1B; 1C; 1G} /s/ Kristine Ridae CITY MANAGER Idx9101LTA ILTA 121ki11]2111111F[QIIs] ►I CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2o° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 1�1��►1�1�1:3q:7 Approve an increase of $248,000 to the EBS General Engineering, Inc., construction contract to perform additional paving improvements within the Residential Street Repair and Alley Improvement Project area related to sewer main replacement work on Pomona Street from Main Street to Maple Street as performed under the Citywide Sewer Main Improvement Project. DISCUSSION On May 21, 2019, City Council awarded a construction contract to EBS General Engineering, Inc., to construct residential street repairs in the Heninger Park and Madison Park neighborhoods (Exhibit 1). The work is pursuant to the Residential Street Repair Program and its focus is to repair high priority streets using the City's Pavement Management System. On August 20, 2019, City Council awarded a construction contract to G.J. Gentry General Engineering, Inc., to perform Citywide sewer main improvements that included the replacement of sewer mains on Pomona Street from Main Street to Maple Street (Exhibit 1). Both projects are included in the City's Council - approved Capital Improvement Program (Fiscal Years 2017-18 and 2016-17, respectively) and are currently under construction. The residential street repair project improvements include performing localized concrete pavement reconstruction; replacing damaged concrete curbs, gutters, sidewalks, cross gutters, and curb ramps; and sealing cracks to prevent deterioration from water infiltration. With the section of the Citywide Sewer Main Improvement Project being in the same area, by adding funding as 23A-1 Amend the Construction Contract with EBS Construction, Inc., for the Residential Street Repair and Alley Improvement Project November 5, 2019 Page 2 recommended to the current paving contractor, the City can take advantage of the paving contract's favorable unit pricing and improve upon the quality of construction. While the sewer main replacement project included its fair share of paving, staff recommends assigning those funds instead to the paving contractor, resulting in more continuity of concrete restorations. In addition, the paving required for the sewer work is more extensive than anticipated, so the City will benefit from not only more street repairs, but also improved quality of roadway work. The repairs recommended by staff are on Pomona Street from Main Street to Maple Street. The amount of sewer funds assigned to this project was calculated in accordance with a fair -share contribution to ensure that the appropriate funding source is used to pay for its corresponding associated repairs. The table below summarizes the originally authorized expenditures, the recommended additional funding, and the new total funding: EXPENDITURE CATEGORY ORIGINAL AMOUNT ADDED AMOUNT NEW TOTAL Construction Contract $874,300 $248,000 $1,122,300 Construction Administration $59,000 $0 $59,000 and Testing $72,144 $0 $72,144 -Inspection $87,430 $0 $87,430 -Contingencies TOTAL: 1 $1,092,874 $248,000 $1,340,874 As shown in the table above, requested funding are to cover construction costs only. Construction administration and testing/inspection costs are not increasing. 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 - e.g., neighborhood streets, traffic improvements, etc.). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2019-29 was filed for the project. In addition, a Certification of Categorical Exclusion and Statutory Work sheet have been prepared in accordance with the National Environmental Policy Act. 23A-2 Amend the Construction Contract with EBS Construction, Inc., for the Residential Street Repair and Alley Improvement Project November 5, 2019 Page 3 FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 2), the estimated total construction delivery cost of the project is $1,340,874. The added funding will be provided from the Citywide Sewer Main Improvement Project (No. 17-6437), which was approved in the Fiscal Year 2016-17 Capital Improvement Program. The following table summarizes the funds budgeted for expenditure to deliver construction of this project: Accounting Unit — Accounting Unit - Fiscal Year Account No. Fund Description Account No. Amount Project No. Description PREVIOUSLY APPROVED PROJECT FUNDING FY 19-20 13518783-66220 Community CDBG Programs, July -June (18-7526) Development Block Improvements Other $555,555 Grant Than Building FY 19-20 13518783-66220 Community CDBG Programs, July -June (18-7527) Development Block Improvements Other $421,609 Grant Than Building FY 19-20 03217662-66220 Measure M Street Measure M2 Local Fairshare, Improvements $115,710 July -June (18-6910) Construction Other Than Building TOTAL PREVIOUS PROJECT FUNDING: $1,092,874 RECOMMENDED ACTION FY 19-20 05417647-66220 Sanitary Sewer Capital Recovery Nov. — June (17-6437) Capital Charges, Improvements $248,000 Other Than Building NEW TOTAL FUNDING: $1,340,874 APPROVED AS TO FUNDS AND ACCOUNTS: Fuad S. Sweiss, PE, PLS Kathryn Downs, CPA Executive Director Executive Director Public Works Agency Finance and Management Services Agency FSS/EWG/TC/MO Exhibits: 1. Location Map 2. Cost Analysis 23A-3 SANTA ANA Project Nos. 18-7526, 18-7527, 18-6910, 17-6437: PW1 Residential Street Repair Program It and Alley Improvement FY17/18 PUBLIC WORKS AGENCY COST ANALYSIS CONSTRUCTION OF PROJECT NO. 18-7526, 18-7527, 18-6910, 17-6437: RESIDENTIAL STREET REPAIR PROGRAM AND ALLEY IMPROVEMENT FY17/18 Construction Contract $ 874,300.00 Contract Administration $ 59,000.00 Inspection and Testing $ 72,144.00 Contingencies $ 87,430.00 Added Sewer main Pavement Restoration Scope $ 248,000.00 (This Action) TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,340,874.00 EXHIBIT 2 23A-5 23A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE A HISTORIC PROPERTY PRESERVATION AGREEMENT {STRATEGIC PLAN NO5, 2 & 31 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute the attached Mills Act agreement with the below - referenced property owners for the identified structure(s), subject to non -substantive changes approved by the City Manager and City Attorney. Historic Property Property Owner(s) Preservation Address/House Vote by HRC Agreement No. Steve Paul Wareham and 2420 North Valencia 5:0 Nadine Louise Wareham 2019-02 Street (Rivera and Tardif abstained) HISTORIC RESOURCES COMMISSION ACTION On October 3, 2019, the Historic Resources Commission (HRC) recommended that the City Council authorize the City Manager to execute the above referenced Mills Act agreement (Exhibit 1) with the identified property owners for the historic structure(s), subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION This action allows for the approval of a Historic Property Preservation Agreement (Mills Act Contract) which provides a potential property tax reduction whereby property owners agree to reinvest the tax savings towards the maintenance of the historic property. Additionally, the agreement prevents inappropriate alterations to the protected historic structure(s). The historic structure under consideration for approval of a Mills Act Contract includes the following: 25A-1 Historic Property Preservation Agreements November 5, 2019 Page 2 The Sorenson -Spielman House — An existing one-story English Revival style residence that is approximately 1,261 square feet on a 7,300-square-foot residential lot. The home was added to the Santa Ana Register of Historical Properties in 2009 and categorized as "Contributive." The details of the property and structure(s) are as described in the attached HRC staff report dated October 3, 2019 (Exhibit 2). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project is exempt from further review. Categorical Exemption ER No. ER-2019-71 will be filed for this project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability) and Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT The Historic Property Preservation Agreement will reduce the Property Tax revenue account 01102002-50011 to the City by an estimated $740.01 annually noted below, for a period of not less than ten years. HPPA No. I Address Estimate 2019-02 2420 North Valencia Street $740.01 Total: $740.01 Minh Thai Executive Director Planning and Building Agency PG:Ia S:RFCA\11-5-19\PBA Historic Prop Preservation Mills Act Agmt 11-5-19 Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Mills Act Agreement — 2420 North Valencia Street 2. Historic Resources Commission Staff Report — October 3, 2019 25A-2 MILLSACTAGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement') is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and Steve Paul Wareham and Nadine Louise Wareham, husband and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owners of real property located at 2420 North Valencia Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act') to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2420 North Valencia Street, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. City and Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. 25A-3 MILLS ACTAGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 E. Owner and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on November 6, 2019, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nomenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, 9 25A-4 MILLS ACT AGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner have breached any of the conditions of this Agreement, or has allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 25A-5 MILLS ACT AGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 1/2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. Owner hereby subjects the Historic Property, located at 2420 North Valencia Street, Assessor Parcel Number, 003-071-03, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall -25A-6 MILLS ACTAGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 pass to and be binding upon Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, conditions and restrictions are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owner as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Steve Paul Wareham and Nadine Louise Wareham 2420 North Valencia Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. 25A-7 MILLSACTAGBEEMENT 2420 North Valencia Street Santa Ana, CA 92706 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, conditions, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above in Section 1. {Signature page follows) 25A-8 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: 6<,C. LISA STORCK Assistant City Attorney MILLSACTAGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: STEVE PAUL WAREHAM By: NADINE LOUISE WAREHAM RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency -25A-9 MILLS ACT AGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 3, BLOCK C OF TRACT NO. 390, IN THE CITY OF SANA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGE(S) 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 003-071-03 2SA-10 EXECUTIVE SUMMARY SORE NSON-SPIELMAN HOUSE 2420 North Valencia Avenue Santa Ana, CA 92706 NAME Sorenson -Spielman House REF. NO. ADDRESS 2420 North Valencia Avenue CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1928 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Park Santiago CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE SS1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: English Revival A simplification of the Tudor Revival, which reached its height of popularity during the 1920s and 1930s, the English Revival drew upon the English country house for its inspiration. English Revival homes usually feature stucco walls and gable roofs of steep but not exaggerated pitch. A characteristic roof treatment incorporates uneven rakes, with one side of a gable extending a greater distance than the other, sometimes changing the angle of slope in the process. Arches may be used for windows and doors, and, unlike their Tudor cousins, are rounded rather than pointed. Windows are usually clustered in groups on the facade and are often multi -paned casement in type. Almost exclusively a residential +le, English Revival buildings are nearly always asymmetrical in composition. SUMMARY/CONCLUSION: The Sorenson -Spielman House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the English Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an example of the English Revival style "is a good example of period architecture" (Municipal Code, Section 30-2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code; (From California Office of Historic Preservation, December 8, 2003.) 5Si: Individual property that is listed or designated locally. EXHIBIT PSA-11 t State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial. NRHP Status,Code_ Other Listings Review Code Reviewer Date e narne(s) or number (assigned by recorder) Sorenson-Spialman House P1. Other Identifier: *P2. Location: ❑Not for Publication NUnrestricted a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2420 North Valencia Avenue City Santa Ana Zip 92706 *a. Other Locational Data: 003-071-03 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Asymmetrical in design, this one-story stucco -clad residence features the typical characteristics of the English Revival style. Rectangularin plan, the house is capped with a steeply -pitched, side -gabled roof framed by two unevenly sized front -gabled wings with jeddnhead gables. Centered beneath the gable apex is a wood casement with plain wood surrounds. The smaller of the two gabled wings features a tripartite window with a fixed center and two casement windows on each side and all with a fouriight transom top. The entry opens onto small porch with nonoriginal porch, elevated by one step leading to a heavy wooden original door. Centered on the patio wall is a window echoing the tripartite design of the north wing. A tall, brick chimney marks the front elevation. Alterations include a new Colonial type post for the porch, a front patio area, and a fence that surrounds the front yard with stuccoed pilasters, and inappropriate stucco finish (light dash). The garage is a two story structure with a permitted recreation room on the second story. The house is otherwise substantially unaltered and in good condition. *P3b. Resource Attributes: gist attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Buifding ❑Structure []Object OS(te []District []Element of District 00ther P5b. Photo: (view and date) East elevation August2009 *P6. Date Constructed/Age and t Sources: ■historic --� 1928113ity of Santa Ana Building Permits *P7. Owner and Address: Steve and Nadine Wareham 2420 N. Valencia Santa Ana, CA 92706 *P8. Recorded by: Holly Soboleske 20 Civic Center Plaza Santa Ana, CA 92702 *P9. Date Recorded: August 24, 2009 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") None. *Attachments: ONone ❑Location Map []Sketch Map EContinuation Sheet sBuilding, Structure, and Object Record []Archaeological Record []District Record ElLinear Feature Record []Milling Station Record []Rock Art Record []Artifact Record OPhotograph Record 0 Other (list) DPR 523A (11951 "Rae(lirad infnnnalin�. I Page 2 of 4 25A-12 t State of California -The Resources r,gency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *CHR Status Code 5S1 -Resource Name or if: bSorenson-Spielman House B1. Historic Name Sorenson -Spielman House B2. Common Name: Same B3. Original Use: Single-family Residence B4, Present Use: Single-family Residence *135. Architectural Style: English Revival *136. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1926 April 6, 1928. Residence and garage $4,000, Apdi 22, 1929. Additlon $300. January29, 1937. Termite repairs byThoman. March 19, 1946. One fixture by Wm Runge. January 9; 1948. Recreation Room over garage forG. Spielman $2,500. January 22, 1948. Five fixtures, 3 gas outlets by Pacific Plumbing $700 and 25 outlets, 2 circ. November 2, 1959. Alteration to residence by G. Spielman. August 10, 1964. Alterations to kitchen by Peterson $400. August 14, 1964. Outlets, 1 disposal, service meter, dishwasher. August l4, 1964. 2 fixtures by Russell Plumbing. September 11, 1964. New electric service released. *B7. Moved? ■No OYes ❑Unknown Date: Original Location: *B8. Related Features: None. 89a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901-1954 Property Type: Single-family Residence Applicable Criteria: NR: C; CR: 3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Sorenson -Spielman House is architecturally notable as an intact and representative example of the English Revival style. The house and garage, valued at $4,000 on the building permit were constructed in 1928 for Walter and Sena Sorenson. Mr. Sorenson was a painting contractor with an office located in the Builder's Exchange Building. They lived in the,home until 1938. Both Mr. And Mrs. Sorenson were buried at Fairhaven Memorial Cemetery. Mr. Sorenson died at the age of 85. The new owner of the home, Mr. Paul Gusttin, was a laborer, and he and his wife, Evelyn, occupied the residence until 1950. During that time, the Gustlins established a restaurant at the location in 1947, giving it the address of 2620 North Valencia Street. It appeared in city directories as Gusttin Restaurant. In 1950, George and Janice Spielman bought the residence. Mr. Spielman was a salesman at that time. In 195Z he secured a job as the manager of the very popularDaniger's Tea Room located in the upper story of the Santora Building. The tearoom was visited by many celebrities Including Milton Bede and Lucy and Desi Arnaz. People traveled from Los Angeles to spend time in the tearoom. From this position,. Mr. Spielman was able to use his experience to launch an advertising firm called Perryman, Spielman, and Stoops. Their offices were located at 120 East Washington Street. In 1962, Mr. Spielman retired. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) (This space reserved for official comments.) *B14. Evaluator: Holly Soboleske *Date of Evaluation: August 24, 2009 DPR 523E (1195) Sketch Map 2420 N. Valencia - 003-071-03 RW/b O C> n B13. Remarks: Page 3 of 25A-13 *Required information j.r State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name or # (Assigned by recorder) Sorenson -Spielman House _- "Recorded by Hally Soboleske 'Date August 24, 2009 © Continuation ❑ Update *810. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Sorenson -Spielman House is located in the Park Santiago neighborhood, near the present northern city limits of Santa Ana and substantially north of the original city core. The neighborhood is bounded by Santiago Creek and Park on the north, East Seventeenth Street on the south, North Lincoln Avenue on the east, North Main Street on the west, and the 1-5 freeway on the southwest. in large part, these boundaries reflect the transportation lines that were constructed towards the end of the nineteenth century and at the beginning of the twentieth century, when the Pacific Electric interurban railroad ran up Main Street,' the Atchison, Topeka, and Santa Fe tracks followed Lincoln; and the Southern Pacific Railroad right-of-way mirrored the freeway route. This area remained primarily agricultural well into the 1920s. As of 1905, the city directories listed around twenty households on East Santa Clara, Twentieth Street, "C Street° (now North Santiago Street), North Bush Street and North Main Avenue, the only streets in the area at the time. The vast majority of the residents were ranchers. By 1911, the number of households had increased to about thirty, and Edgewood Road and Valencia Street had been partially laid out, but most residents continued to list 'rancher' or Ymit grower" as their occupation in the city directories. This pattern of land use was evident on the 1912 plat map of the City, which illustrated two small, Craftsman -era subdivisions along Bush north of Santa Clara and on Valencia and Poinsettia south of Twentieth Street, with the remaining area divided into larger agricultural parcels held by approximately forty landowners. While the area east of Santiago Street was not subdivided until after the mid-1920s, most of the present day streets west of Santiago had been laid out when the City was mapped in 1923. Ranching continued to be the most prevalent occupation in the neighborhood, but increasing numbers of professionals, small business owners, merchants, and people in service professions such as painters, electricians, and carpenters made their homes in the western half of the neighborhood during the 1920s and 1930s. The area also attracted several city and county officials, including the City Attorney (Z.B. West, Jr., 321 East Santa Clara Avenue), County Supervisor, First District (C.H. Chapman, 2315 North Santiago Street), County Surveyor (E.H. Irwin, 2407 North Santiago Street), and County Auditor (William C. Jerome, 2422 Poinsettia Street). By April 194Z when the Sanbom Company first mapped the western half of the area, most of the lots had been improved with single- family homes, many in the revival styles popular during the 1920s and 1930s. Subsequent development of the eastern half of the neighborhood and infill construction in the western half displayed the simplified ranch style that emerged following World War It. The Sorenson -Spielman House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 forits exemplification of the distinguishing characteristics of the English Revival style. Typical features of this style illustrated by the house include its massing and asymmetrical composition; steeply -pitched roof with uneven rakes and shallow eave overhangs; stucco finish; wood-Iramed tripartite windows and double -hung sash windows; and attached chimney. The home also features hipped gable roof details. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the English Revival style in the Park Santiago neighborhood, "is a good example of period architecture." Character -defining exterior features of the Sorenson -Spielman House that should be preserved include, but may not be limited to, materials and finishes (stucco finish should be restored to a smooth finish); roof configuration and detailing; original windows and doors where extant; attached chimney; architectural details such as the jerkinhead gables. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. Now York, WW Norton, 1998. Marsh, Diann. Santa Ana An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. Now to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources. "Sacramento; March 1996. Whtffen, Marcus. American Architecture Since 1780, Cambridge: MIT Press, 1969_ Orange County Plat Maps, 1912. nisioric hiups, Sonia Ana History Room, 1923, 1`J32, '1955. Santa Ana and Orange County Directories, 1926-1961. Page 4 of 4 DPR 523L 2 5A-14 MILLS ACT AGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with '5 2A-15 MILLS ACTAGREEMENT 2420 North Valencia Street Santa Ana, CA 92706 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-16 *A:11-3Ill i'a REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMNIISSION MEETING DATE: OCTOBER 3, 2019 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2019-02 (MILLS ACT) FOR THE PROPERTY LOCATED AT 2420 NORTH VALENCIA STREET (STRATEGIC PLAN NOS. 5, 2; 5,3) Prepared by Pedro Gomez HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Interim Pan ng Manager RECOMMENDED ACTION Recommend that the City Council authorize the City Manager and Clerk of the Council to execute a Historic Property Preservation Agreement (Mills Act) with Steve Paul Wareham and Nadine Louise Wareham for the property located at 2420 North Valencia Street, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 1). Request of Applicant Steve Paul Wareham and Nadine Louise Wareham are requesting approval to execute a Mills Act Agreement with the City of Santa Ana at an existing residence located at 2420 North Valencia Street that is currently listed on the Santa Ana Register of Historical Properties. Project Location and Site Description The subject property, known as the Sorenson -Spielman House, consists of an existing single -story English Revival style residence that is approximately 1,261 square feet in size on a 7,300-square- foot residential lot (Exhibit 2). The home was added to the Santa Ana Register of Historical Properties in 2009 and categorized as "Contributive." Analysis of the Issues Ordinance No. NS-2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties. The property is listed on the Santa Ana Register of Historical Properties and categorized as Contributive, making it eligible for a Mills Act agreement. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different 25A-17 FIPPA No. 2019-02 October 3, 2019 Page 2 valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property In 2009, the Historic Resources Commission placed the Sorenson -Spielman House on the historical register and within the "contributive" category. Character -defining features of the Sorenson -Spielman House determined architecturally significant include: materials and finishes (stucco finish); roof configuration and detailing; original windows and doors where extant; attached chimney; and architectural details such as the "half -hip" gables. The Sorenson -Spielman House qualified for listing under Criterion 1 of Sec. 30-2, of the Santa Ana Municipal Code (SAMC), for its exemplification of the distinguishing characteristics of the English Revival style. Additionally, the house was categorized as contributive because it "contributes to the overall character and history" of Santa Ana, and, as an example of the English Revival style, "is a good example of period architecture." Since its listing on the Historic Register in 2009, no modifications have been made to the structure. Further, the property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended action is exempt from further review under Section 15331, Class 31, as this action is designed to preserve a historic resource. Categorical Exemption No. 2019-71 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). PG:sb SAHlstorlc Resources COmmission12019\10-3-1912420 N Valencia StreehStaff Report-2420 N Valencia Street.doc 25A-18 HPPA No. 2019-02 October 3, 2019 Page 3 Exhibits 1 - Mills Act Agreement 2 - 500' Radius Map 3 - Site Photos — 2420 N. Valencia Street 25A-19 This page left blank intentionally. 25A-20 rLi••No] :64 Its Agroin a a• :• City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement') is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and Steve Paul Wareham and Nadine Louise Wareham, husband and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owners of real property located at 2420 North Valencia Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2420 North Valencia Street, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. City and Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. 25A-21 E. Owner and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on November 6, 2019, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nomenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, 25A-22 organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner have breached any of the conditions of this Agreement, or has allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 25A-23 Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 I/2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. Owner hereby subjects the Historic Property, located at 2420 North Valencia Street, Assessor Parcel Number, 003-071-03, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall 25A-24 pass to and be binding upon Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, conditions and restrictions are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owner as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Steve Paul Wareham and Nadine Louise Wareham 2420 North Valencia Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. 25A-25 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, conditions, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above in Section 1. {Signature page follows) 25A-26 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager By: STEVE PAUL WAREHAM By: NADINE LOUISE WAREHAM RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 25A-27 EXIIIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 3, BLOCK C OF TRACT NO. 390, IN THE CITY OF SANA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGE(S) 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 003-071-03 25A-28 EXHIBIT B EXECUTIVE SUMMARY SORENSON-SPIELMAN HOUSE 2420 North Valencia Avenue Santa Ana, CA 92706 NAME Sorenson -Spielman House REF. NO. ADDRESS 2420 North Valencia Avenue CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1928 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Park Santiago CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: English Revival A simplification of the Tudor Revival, which reached its height of popularity during the 1920s and 1930s, the English Revival drew upon the English country house for its inspiration. English Revival homes usually feature stucco walls and gable roofs of steep but not exaggerated pitch. A characteristic roof treatment incorporates uneven rakes, with one side of a gable extending a greater distance than the other, sometimes changing the angle of slope in the process. Arches may be used for windows and doors, and, unlike their Tudor cousins, are rounded rather than pointed. Windows are usually clustered in groups on the facade and are often multi -paned casement in type. Almost exclusively a residential de, English Revival buildings are nearly always asymmetrical in composition. SUMMARY/CONCLUSION: The Sorenson -Spielman House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the English Revival style. Additionally, the house has been categorized as "Contributive" because it `contributes to the overall character and history" of Santa Ana, and, as an example of the English Revival style "is a good example of period architecture" (Municipal Code, Section 30-2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 551: Individual property that is listed or designated locally. EXe 4. State of California —The Reset DEPARTMENT OF PARKS AND PRIMARY RECORD Other Listings Review Code Primary HRI # Trinomial NRHP Status,Code Date Page 1 of 3 Resource name(s) or number (assigned by recorder) Sorenson -Spielman House P1. Other Identifier: *P2. Location: []Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2420 North Valencia Avenue City Santa Ana Zip 92706 *e. Other Locational Data: 003-071-03 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Asymmetrical in design, this one-story stucco -clad residence features the typical characteristics of the English Revival style. Rectangular in plan, the house is capped with a steeply -pitched, side -gabled roof framed by two unevenly sized front -gabled wings with jerkinhead gables. Centered beneath the gable apex is a wood casement with plain wood surrounds. The smaller of the two gabled wings features a tripartite window with a fixed center and two casement windows on each side and all with a four light transom top. The entry opens onto small porch with nonoriginal porch, elevated by one step leading to a heavy wooden original door. Centered on the patio wall is a window echoing the tripartite design of the north wing. A tall, brick chimney marks the front elevation. Alterations include a new Colonial type post for the porch, a front patio area, and a fence that surrounds the front yard with stuccoed pilasters, and inappropriate stucco finish (light dash). The garage is a two story structure with a permitted recreation room on the second story. The house is otherwise substantially unaltered and in good condition. *133b. Resource Attributes: (list attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5b. Photo: (view and date) East elevation August2009 *P6. Date Constructed/Age and Sources: ■historic 1928/City of Santa Ana Building Permits *P7. Owner and Address: Steve and Nadine Wareham 2420 N. Valencia Santa Ana, CA 92706 *P8. Recorded by: Hally Soboleske 20 Civic Center Plaza Santa Ana, CA 92702 *P9. Date Recorded: August 24, 2009 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") None. Attachments: []None ❑Location Map []Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record []Archaeological Record ❑District Record OLinear Feature Record ❑Milling Station Record ❑Rock Art Record []Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A (11951 *Rngidred intnrmafin�. '25A-30 i State of California —The Resources r+gency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *CHR Status Code 5S1 - Resource name or rF: oorenson-spreman House B1. Historic Name Sorenson -Spielman House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: English Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1928 April 6, 1928. Residence and garage $4,000, April 22, 1929. Addition $300. January 29, 1937. Termite repairs by Thoman. March 19, 1946. One fixture by Wm Runge. January 9, 1948. Recreation Room over garage forG. Spielman $2,500. January 22, 1948. Five fixtures, 3 gas outlets by Pacific Plumbing $700 and 25 outlets, 2 circ. November 2, 1959. Alteration to residence by G. Spielman. August 10, 1964. Alterations to kitchen by Peterson $400. August 14, 1964. Outlets, 1 disposal, service meter, dishwasher. August 14, 1964. 2 fixtures by Russell Plumbing. September 11, 1964. New electric service released. *B7. Moved? ENo DYes ❑Unknown Date: Original Location: *B8. Related Features: None. B9a. Architect: Unknown b. Builder: Unknown *B10.Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901-1954 Property Type: Single-family Residence Applicable Criteria: NR: C; CR: 3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Sorenson -Spielman House is architecturally notable as an intact and representative example of the English Revival style. The house and garage, valued at $4,000 on the building permit, were constructed in 1928 for Walter and Sena Sorenson. Mr. Sorenson was a painting contractor with an office located in the Builder's Exchange Building. They lived in the home until 1938. Both Mr. And Mrs. Sorenson were buried at Fairhaven Memorial Cemetery. Mr. Sorenson died at the age of 85. The new owner of the home, Mr. Paul Gustlin, was a laborer, and he and his wife, Evelyn, occupied the residence until 1950. During that time, the Gustlins established a restaurant at the location in 1947, giving it the address of 2620 North Valencia Street. It appeared in city directories as Gustlin Restaurant. In 1950, George and Janice Spielman bought the residence. Mr. Spielman was a salesman at that time In 1952, he secured a job as the manager of the very popular Daniger's Too Room located in the upper story of the Santora Building. The tearoom was visited by many celebrities including Milton Bede and Lucy and Desi Arnaz. People traveled from Los Angeles to spend time in the tearoom. From this position, Mr. Spielman was able to use his experience to launch an advertising firm called Perryman, Spielman, and Stoops. Their offices were located at 120 East Washington Street. In 1962, Mr. Spielman retired. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanbom Maps (See Continuation Sheet 3 of 3.) (This space reserved for official comments.) *B14. Evaluator: Holly Soboleske *Date of Evaluation: August 24, 2009 DPR 523E (1/95) Sketch Map 2420 N. Valencia 003-071-03 ROAU A y B13. Remarks: 258A2 31 *Required information State of California — The Resources Agency DEPARTMENT OF PARKS AND RECREATION CONTINUATION SHEET Primary # HRI # Trinomial of 3 Resource Name or # (Assigned by recorder) Sorenson -Spielman House by Hally Soboleske *Date August 24, 2009 O Continuation ❑ Update *1310. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago its Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Sorenson -Spielman House is located in the Park Santiago neighborhood, near the present northern city limits of Santa Ana and substantially north of the original city core. The neighborhood is bounded by Santiago Creek and Park on the north, East Seventeenth Street on the south, North Lincoln Avenue on the east, North Main Street on the west, and the 1-5 freeway on the southwest. In large part, these boundaries reflect the transportation lines that were constructed towards the end of the nineteenth century and at the beginning of the twentieth century, when the Pacific Electric interurban railroad ran up Main Street,' the Atchison, Topeka, and Santa Fe tracks followed Lincoln, and the Southern Pacific Railroad right-of-way mirrored the freeway route. This area remained primarily agricultural well into the 1920s. As of 1905, the city directories listed around twenty households on East Santa Clara, Twentieth Street, "C Street" (now North Santiago Street), North Bush Street and North Main Avenue, the only streets in the area at the time. The vast majotity of the residents were ranchers. By 1911, the number of households had increased to about thirty, and Edgewood Road and Valencia Street had been partially laid out, but most residents continued to list "rancher" or "fruit grower" as their occupation in the city directories. This pattern of land use was evident on the 1912 plat map of tho City, which illustrated two small, Craftsman -era subdivisions along Bush north of Santa Clara and on Valencia and Poinsettia south of Twentieth Street with the remaining area divided into larger agricultural parcels held by approximately forty landowners. While the area east of Santiago Street was not subdivided until after the mid-1920s, most of the present day streets west of Santiago had been laid out when the City was mapped in 1923. Ranching continued to be the most prevalent occupation in the neighborhood, but increasing numbers of professionals, small business owners, merchants, and people in service professions such as painters, electricians, and carpenters made their homes in the western half of the neighborhood during the 1920s and 1930s. The area also attracted several city and county officials, including the City Attorney (Z.B. West, Jr, 321 East Santa Clara Avenue), County Supervisor, First District (C.H. Chapman, 2315 North Santiago Street), County Surveyor (E.H. Irwin, 2407 North Santiago Street), and County Auditor (William C. Jerome, 2422 Poinsettia Street). By April 1942, when the Sanborn Company first mapped the western half of the area, most of the lots had been improved with single- family homes, many in the revival styles popular during the 1920s and 1930s. Subsequent development of the eastern half of the neighborhood and infill construction in the western half displayed the simplified ranch style that emerged following World War Il. The Sorenson -Spielman House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the English Revival style. Typical features of this style illustrated by the house include its massing and asymmetrical composition; steeply -pitched roof with uneven rakes and shallow eave overhangs; stucco finish; wood -framed tripartite windows and double -hung sash windows; and attached chimney. The home also features hipped gable roof details. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the English Revival style in the Park Santiago neighborhood, 'is a good example of period architecture." Character -defining exterior features of the Sorenson -Spielman House that should be preserved include, but may not be limited to, materials and finishes (stucco finish should be restored to a smooth finish); roof configuration and detailing; original windows and doors where extant; attached chimney; architectural details such as the jerkinhead gables. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WIN Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources. " Sacramento: March 1995. Whitten, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Orange County Plat Maps, 1912. i-i—Is IV iviep�, Sonia Aria History Room, i923, i 932, i955. Santa Ana and Orange County Directories, 1926-1961. `- DPR 523L 2 SPA =312 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-33 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-34 EXHIBIT 2 25A-35 This page left blank intentionally. 25A-36 This page left blank intentionally. 25A-38 EXHIBIT 3 25A-39 This page left blank intentionally. 25A-40 HPPA-2019-02 SORENSON-SPIELMAN HOUSE 2420 NORTH VALENCIA STREET SITE PHOTOS EXHIBIT 3 25A-41 This page left blank intentionally. 25A-42 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE QUALIFIED CONSULTANTS TO PROVIDE ON -CALL BUILDING SAFETY DIVISION SERVICES FOR A TOTAL NOT TO EXCEED $2,400,000 {STRATEGIC PLAN NO. 3,31 is/ Kristine Ri CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager to execute agreements to engage fourteen (14) Building Safety services firms listed below as -needed for a period of three years, starting on November 5, 2019 and ending November 5, 2022, to provide on -call Building Safety Division services which include plan review, technical, and inspection services for the Planning & Building Agency. The services will include plan review, inspection and expedited services with an aggregate amount not to exceed $2,400,000, subject to non -substantive changes approved by the City Manager and City Attorney. Consultants: 41-eaf, Inc Ha er Consultants Incorporated HCI JLee Engineering Inc. Infrastructure Engineers Bebe Group LLC Interwest Consulting Group Building Code Services Inc. Scott Fazekas & Associates, Inc. SFA Bureau Veritas TRB+Associates Century Structural Engineering Co., Inc (CSE) VCA Code CSG Consultants, Inc (CSG) Willdan DISCUSSION On September 3, 2019, the Request for Qualifications No. 19-085 was released for Building Safety services for plan review, technical studies, and inspections. The intent was to establish a list of qualified consulting firms to be utilized for a period of three years on an as -needed basis. The Building Safety Division received Statement of Qualifications from fourteen (14) firms in response to the Request for Qualifications. The proposals were reviewed for adequacy, evaluated based on the criteria in the RFQ and compiled into a list of qualified firms. Of the 25B-1 Building Plan Review and Inspections Consultant Agreements November 5, 2019 Page 2 fourteen (14) firms that submitted a statement of qualifications, all are qualified to provide Building Safety services. The complete list of qualified consultants is included as Exhibit 1. Development activity in the City has been trending upward since 2011 and the high permit activity has been sustained over the eight years. Currently there are several mid to large scale projects that have been issued permits or are in the process of obtaining permits. In addition, many large scale projects that are in the entitlement phase are anticipated to be submitted to the Building Safety Division for review in the near future. For many years, the Building Safety Division met or exceeded a turnaround time of three weeks or less for over 90 percent of plan check submissions and 24-hour inspection turnaround time. This level of service compared favorably with surrounding municipalities and represented the generally accepted performance goal for plan review and inspections in the County. The Building Safety Division had attained this plan review level of service with nine in-house plan check staff, a contract plan checker at the public counter, streamlined internal processes, and outsourcing plan checking services during especially high volume months. Currently due to attrition, the Building Safety Division currently has three plan review staff of the seven funded plan review positions filled and eight of the ten funded combination building inspection positions filled. The reduction in available staffing has created delays in the plan review turnaround and inspection turnaround times. Also the high level of permit and inspections activity has been a negative impact on inspection turnaround time as the inspection staffing has not kept pace with permit activity for 24-hour response time has increased to as much as two weeks. The effects of which are: • Overall delayed construction timelines which is detrimental to all construction projects, especially medium to large commercial, industrial, or mixed -use projects as delays drive up construction costs and reduce revenue to the general fund. • Constant service requests by developers for expedited plan review, expedited inspections or dedicated inspectors for their projects which is currently non-existent other than through in-house staff overtime which is unsustainable. • Unpermitted construction due to contractors not willing to wait for plan review and inspections that will have life -safety implications and will necessitate costly future remediation. Sustained growth from the building industry combined with current turnaround times for regular (non -expedited) plan check exceeding seven weeks has resulted in an increasing number of projects requesting expedited plan check. Building activity has continued to increase in the past fiscal year with many projects choosing to expedite the plan review process. Due to the number and size of the accelerated projects since 2014, including large projects such as 1901 East First Street, 301 Jeanette Lane, and The Heritage at 1951 East Dyer, contract funds have been nearly expended. It is anticipated that building activity will remain at a high level and the approval of these consultant on -call list would allow for the expedited customer services through plan check services that the building community is requesting. 25B-2 Building Plan Review and Inspections Consultant Agreements November 5, 2019 Page 3 In November 2016, City Council approved the execution of consultant agreements with Scott Fazekas & Associates, Inc., CSG Consultants, Inc., Century Structural Engineering Co., Inc. and J Lee Engineering Inc. for plan check services with an aggregate amount not to exceed $1,000,000, for a three year term expiring on November 15, 2019. The demand for the Plan check services were great, and developers/applicants have deposited funds requesting services which has exceed the approved $1,000,000 over the past three years. Where applicable, the City shall recognize and pay for any outstanding invoices for work performed by any of the fourteen (14) selected vendors for building safety consultant services performed by the Consultant for work previously performed for the City. Also securing contract inspection staffing will provide a means to expeditiously service projects without having to wait up to two weeks. Moreover, it will assist in reducing response time for inspection of general work load by permanent in-house staff. This expedited service will be funded via an additional pass through service fee based on contract rates established and agreed upon by the successful Consultant(s) and the City. There is also the added benefit of previewing potential staff in the event that permanent future positions are made available. The increased number of available firms to send out expedited and regular plan checks will provide greater flexibility for the Building Safety Division to both ensure that plans are reviewed within the specified time frames, as well as route projects to firms that may specialize in a specific building type or construction method. Similarly, the increased number of firms to provide expedited and regular inspections services will provide timely response to customer services needs of each specific project scope and complexity. Appointment to the pre -approved list does not guarantee work to a consultant. If needed, firms will be selected based upon their ability to perform the required work within the timeframe needed and budget constraints. Approval of the list will allow the Building Safety Division to hire qualified, experienced consultants for specific projects or tasks in a timely manner. As a result, the staff will be better able to respond quickly to fluctuating demands and ultimately provide better service to the City of Santa Ana. It is recommended that the consultant list be approved due to the expertise that the firms have demonstrated in the field of Building Safety services. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #3 - Economic Development; Objective #3 (Promote a solution -based customer focus in all efforts to facilitate development and investment in the community). FISCAL IMPACT Accelerated plan check fees and expedited inspection fees paid to the City by the applicant for each project contracted out for Building Safety services will fully fund the consultants cost to perform the respective plan check and inspections. Expedited inspection fees and Accelerated Plan Check fees shall be paid by the applicant prior to the consultant commencing any work and the fees will be deposited by the applicant into the following accounts: Expedited Inspection services account no. 05316002-53618 and fees paid to 25B-3 Building Plan Review and Inspections Consultant Agreements November 5, 2019 Page 4 the consultant will be recorded from account no. 05316021-62323. Accelerated Plan Check fees account no. 05316002-53637 and fees paid to the consultant will be recorded from account no. 05316021-62318. Funds will be budgeted in FY 2019/20 and subsequent fiscal years in the following account for the specified years of the term. City will also retain the services of the on -call list consultants for Building Safety Services such as plan review, technical, and inspection services. Building Safety Permit and Inspection Services - Contractual Services fees will be recorded from account no 01116520-62300 and Building Safety Permit and Plan Check - Contractual Services fees will be recorded from account no. 01116530- 62300. Fiscal Year Accounting Unit Fund Accounting Unit,Description Account Description Amount FY2019/2020 05316021-62323 Expedited Inspections Planning & Building — Expedited Ins ections $100,000 01116520-62300 General Fund Contractual Services $200,000 05316021-62318 Accelerated Plan Check Planning & Building - Accelerated Plan Check $500,000 01116530-62300 General Fund Contractual Services $100,000 FY2020/2021 05316021-62323 Expedited Inspections Planning & Building — Expedited Ins ections $100,000 01116520-62300 General Fund Contractual Services $100,000 05316021-62318 Accelerated Plan Check Planning & Building - Accelerated Plan Check $500,000 01116530-62300 General Fund Contractual Services $100,000 FY2021/2022 05316021-62323 Expedited Inspections Planning & Building — Expedited Ins ections $100,000 01116520-62300 General Fund Contractual Services $100,000 05316021-62318 Accelerated Plan Check Planning & Building - Accelerated Plan Check $400,000 01116530-62300 General Fund Contractual Services $100,000 Total Contract Amount $2,400,000 Minh Thai Executive Director Planning and Building Agency Xla S:AdnninVRFCA\RFCA- Building Safety Services 11-05-19 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Exhibits: 1. Bench List of Qualified Consultants 2. Approved to Form (Template) — Agreement to Provide On -call Building Safety Services 25B-4 On -call Building Safety Services Consultant List 1. 4Leaf, Inc 2. JLee Engineering Inc. 3. Bebe Group LLC 4. Building Code Services Inc. 5. Bureau Veritas 6. Century Structural Engineering Co., Inc (CSE) 7. CSG Consultants, Inc (CSG) 8. Hayer Consultants Incorporated (HCI) 9. Infrastructure Engineers 10. Interwest Consulting Group 11. Scott Fazekas & Associates, Inc. (SFA) 12. TRB+ Associates 13. VCA Code 14. Willdan 25B-5 *:1:11-1h1V AGREEMENT TO PROVIDE ON -CALL ENVIRONMENTAL AND PLANNING SERVICES THIS AGREEMENT is made and entered into this 5th day of November, 2019 by and between Click here to enter text. ("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 September 3, 2019, the City issued Request for Qualification No. 19-085, by which it sought Consultants to provide on -call building safety consultant services for the Planning and Building Agency of the City of Santa Ana. B. The scope of work may include any and all work efforts related to City projects to provide Plan Check and Building Inspection services and customer assistance for the City of Santa Ana. The intent is to minimize response time and improve customer services by supplementing in-house staff with consulting services on an as -needed basis. C. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFQ No. 19-085 and attached hereto as Exhibit A. D. Consultant has been selected as one of the fourteen (14) vendors which qualified for this engagement. Only those consultants approved by the City Council on November 5, 2019, shall be eligible to be engaged by the City for these services. E. 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 On an as -needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. Upon final execution of this Agreement, when the need for services arise, City shall initiate services through use of a Letter Agreement for a specific project, executed by the Executive Director of the Planning and Building Agency and the Consultant. Work by the Consultant may not proceed absent a previously engaged or fully executed consultant agreement followed by letter agreement for a specific project. 25B-6 Page 1 of 2. COMPENSATION a. As Consultant is one of fourteen (14) selected vendors selected by the City, City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement, as approved by Council amongst the fourteen (14) selected vendors, shall not exceed $2,400,000. b. Where applicable, City shall recognize and pay for any outstanding invoices for work performed by any of the fourteen (14) selected vendors for building safety consultant services performed by the Consultant for work previously performed for the City. C. 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. 3. TERM This Agreement shall commence on the date first written above until November 5, 2022, unless terminated earlier in accordance with Section 17, below. 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 CONTRACTOR 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 2 5 B—• Page 2 of 9 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. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 1103II1M.1110[a Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability hisurance. 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 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 2 5 B _8 Page 3 of 9 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. (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) Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. (v) Consultant shall supply City with a fully executed additional insured endorsement. I. 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 priorto 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 defend, and shall 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 Consultants, subcontractors, 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, 2 5 B-9 Page 4 of 9 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. 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 party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant 2 5 B- • 0 Page 5 of 9 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. 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 lust class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 To Consultant: Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Executive Director Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax:714-647-5897 Click here to enter text. A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25B- • 1 Page 6of9 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. hi 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. 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. TERNIINATION 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. 2 5 B- • 2 Page 7 of 9 18. NON-DISCRINIINATION 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 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. [signature page to follow] 2 5 B- • 3 Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: -X Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL MINH THAI Executive Director Planning and Building Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CK17►1.` U r4X Y Name: Click here to enter text. Title: Click here to enter text. 25B-14 Page 9 of 9 EXHIBIT A SCOPE OF SERVICES 25B-15 I10.4::10y2:3 FEE SCHEDULE (OR) RATES AND CHARGES 25B-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE A TWELVE MONTH EXTENSION OF LICENSE AGREEMENT WITH EAST END REALTY PARTNERSHIP, LP AND WURSTHAUS, INC. ALLOWING TEMPORARY OUTDOOR DINING ACTIVITIES TO OCCUR WITHIN PLAZA CALLE CUATRO FOR AN AMOUNT NOT TO EXCEED $1,272 (GENERAL FUND) {STRATEGIC PLAN NO. 3, 4E} CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO is/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute a twelve-month extension License Agreement beginning December 1, 2019 and terminating November 30, 2020, with East End Realty Partnership, LP, 129 W. Wilson Street, Suite 100, Costa Mesa, Ca 92627, and the Wursthaus Restaurant, located 305 E. 4th Street, Suite 106, (the "Parties"), allowing temporary outdoor dining activities within Plaza Calle Cuatro (the "Plaza"), located at 325 East 4th Street, Santa Ana in the amount of $1,272 subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION On May 7, 2019, the City Council approved a six-month license agreement allowing temporary outdoor dining activities to occur within the Plaza for dining services conducted in conjunction with the Wursthaus Restaurant. This agreement will terminate on November 30, 2019. Since the execution of the agreement, the Parties have not been able to implement the outdoor dining experience within the Plaza due to unanticipated delays and loitering concerns within the Plaza. The Parties are requesting for a twelve-month extension of the agreement (Exhibit 1). Under the proposal, an approximate 200 square foot area (10' x 20') located immediately adjacent to the southwest corner of Plaza Calle Cuatro and adjacent to the business entrance will be utilized for limited outdoor dining activities when not utilized by the City for publicly sponsored events (Exhibit 2 vicinity map and site layout). The use of the space will be limited to food and beverage services conducted by the Wursthaus located at 305 E. 4th Street, Suite 106. The proposed outdoor dining activities will coincide with 25C-1 Plaza Calle Cuatro Outdoor Dining Agreement Extension November 5, 2019 Page 2 the hours of operation from the restaurant. While these hours may change from time to time, the restaurant currently operates from 11 AM to 12 AM Sundays through Tuesdays, 11 AM to 1 AM Wednesdays through Thursdays, and 11 AM to 2 AM Fridays through Saturdays. Fixtures within this outdoor dining area will be limited to removable outdoor chairs, tables, umbrellas, and if desired, border barriers that will be put out during hours the business is open to the public and removed at closing. Outdoor service will be limited to food services and non- alcoholic drinks at this time. Currently, the business does not have the City's or the State's approval to conduct sales of alcohol outside of the restaurant. If the operator desires to serve alcohol in the outdoor dining area, the operator will have to apply for the appropriate approvals to the City Planning Commission and the California Department of Alcoholic Beverage Control. Photo illustrations of the proposed activities (Exhibit 3). Salient Terms of the Agreement: The license agreement will be limited to a twelve-month term. The term limit will allow both the City and the Parties to evaluate the feasibility of ongoing outdoor dining activities in this area. Should the Parties desire to move forward with an on -going request after the twelve-month period, such a request and proposed new terms will need to be considered in the future by the City Council.ln addition, when needed by the City for public events, no outdoor dining activities will be permitted. The City will also retain the right to conduct unplanned events upon 24-hour notice to the licensed party. The proposed license fee would be $106 per month. This fee amount is derived by converting the current daily rental fee of $150 for the entire plaza converted to a daily per square foot rental fee. Based on this recommended fee, the total twelve-month period will generate a one-time up- front payment of $1,272. In addition, the licensee will be responsible for maintenance of the dining area, providing insurance coverage, and compliance with all other City regulations. 25C-2 Plaza Calle Cuatro Outdoor Dining Agreement Extension November 5, 2019 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act (CEQA), the proposed licensing and leasing activity is exempt from further review in accordance with CEQA Guidelines Section 15301 (Existing Facilities). STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #3 — Economic Development, Objectives 3 (promote a solutions -based customer focus in all efforts to facilitate development and investment in the community) and 4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination). FISCAL IMPACT City of Santa Ana will be receiving revenue in the amount of $1,272 total from this twelve-month license. The funds received will be deposited in the Park, Recreation & Community Services - Recreation Facility Rental Revenue (Account # 01113002-57361). Fiscal Year Fund Description Accounting Unit, Account Amount Description FY19-20 Park, Recreation & Community General Fund Services - Recreation Facility $742 December — June Rental Revenue FY20-21 Park, Recreation & Community General Fund Services - Recreation Facility $530 July - November Rental Revenue Minh Thai Executive Director Planning and Building Agency Lisa Rudloff Executive Director Parks, Recreation and Community Services Agency Exhibits: 1. License Agreement Extension 2. Vicinity Map and Site Layout 3. Photo Examples /_1>>060:11DIU"rU211►I9J,y9►LLTKK.111►1�-1 Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25C-3 EXHIBIT 1 FIRST AMENDMENT TO TEMPORARY OUTDOOR DINING LICENSE AGREEMENT This FIRST AMENDMENT TO TEMPORARY OUTDOOR DINING LICENSE AGREEMENT ("First Amendment to License Agreement') is entered into this _ day of 2019, by and between 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 ("City"), East End Realty Partnership, LP, and Wursthaus, Inc. (collectively "Licensee"). RECITALS A. On May 7, 2019, the City and Licensee entered into the Temporary Outdoor Dining License Agreement ("License Agreement') to allow temporary outdoor dining activities within a portion of Plaza Calle Cuatro ("Plaza"), adjacent to real property located at 301-305 East Fourth Street, Suite 106, Santa Ana. B. The City hereby approves an extension of the License Agreement for an additional one year, subject to the payment of an additional License Fee by Licensee, pursuant to the terms and conditions of said License Agreement. C. In accordance with the terms and conditions of said License Agreement, the parties desire to amend said License Agreement to extend the term of said License Agreement, increase the amount of the License Fee to cover the extended term, and clarify the type of fencing that may be installed on the Licensed Premises. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said License Agreement, except as herein modified, the parties agree as follows: Section 1, Term and Purpose of License, shall be amended to extend the term of the License Agreement from November 30, 2019, until November 30, 2020. 2. Section 3, License Fee, shall be amended to reflect that, upon execution of this First Amendment to License Agreement, Licensee shall pay to the City a one-time non-refundable fee of One -Thousand, Two -Hundred and Seventy -Two dollars ($1,272) to cover the extended term of the License. 3. Section 4, Equipment, subsection (a), shall be amended to allow Licensee to drill into the Licensed Premises, as necessary, to install temporary fencing, as approved by the City, which can be easily removed by Licensee when the Plaza is reserved for other events. 4. Except as hereinabove modified, the terms and conditions of said License Agreement remain unchanged and in full force and effect. 25C-4 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to License Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney RyAdO. HWgc Assistant City Attorney RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager I0/1-4tm E0.5+- WEST END REALTY PARTNERSHIP, LP Ryan Chase WURSTHAUS, INC. Ga Ruiz 25C-5 *A:11-3Yi'a ATTACHMENT 2 VICINITY MAP AND SITE LAYOUT 25C-6 'Ijim_I. Vicinity Map 25C-7 Site Layout 25C-8 *:1:11-3YMCI ATTACHMENT 3 PHOTO EXAMPLES 25C-9 AII¢y Plaza Calle Cuatro Performing - wursthaus Stage - 6 O OO Wke Rxk & a• %met L� 25C-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE AN AGREEMENT WITH SUPERION, LLC TO PROVIDE ALARM MANAGEMENT SOFTWARE AND SERVICES FOR THE SANTA ANA POLICE DEPARTMENT {STRATEGIC PLAN NO. 1, 2A} /s/ Kristine Ridge CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Authorize the City Manager to execute a three-year agreement with Superion, LLC, for the period of November 5, 2019 through November 4, 2022, with two one-year options, for Cry Wolf software and services to manage the Santa Ana Police Department's alarm program, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department's alarm program currently tracks over 3,700 alarm permits throughout the City held by residential and commercial alarm users. Police Department and Finance and Management Services staff notify customers of permit renewals, and process annual permit renewal fees. The annual permit fee is currently $36.14. The Police Department also bills for false alarms in accordance with the City's miscellaneous fee schedule. On November 28, 2017, the Police Department issued a request for proposals (RFP #17-098) for alarm management services. On December 12, 2017, a pre -proposal conference was conducted, and on January 4, 2018, both Superion, LLC and PMAM Corporation submitted proposals for consideration. An evaluation committee consisting of representatives from the City's Finance and Management Services Agency's Treasury Division, the Santa Ana Police Department's Information Services Division, and Chiefs Office reviewed and rated the two proposals. The proposals were evaluated according to Responsiveness to RFP (10%), Alarm Management System Software and Services (40%), Experience of Firm and Personnel (20%), and Cost of Proposal (30%), as stated in the RFP. 25D-1 Agreement with Superion, LLC November 5, 2019 Page 2 The results of the RFP evaluation are as follows: Vendor Score Su erion, LLC 462 PMAM 384 500 point maximum Superion, LLC was the most responsive, capable and experienced respondent. The Superion proposal maintains efficiencies and will assist the Santa Ana Police Department with enforcing its Alarm Ordinance, including registering of alarm systems, permit renewal notifications, and billing of permit fees in accordance with the City's Alarm Ordinance. Superion will also maintain a database of community members who use alarm systems, track false alarm occurrences, and handle the billing and collection of penalties for false alarm violations. In addition, Superion has established interfaces with Inform Computer Aided Dispatch (CAD) and Inform Records Management System (RMS), which are the Santa Ana Police Department's current CAD and RMS systems, which should facilitate a more efficient implementation process. Lastly, and most importantly, Superion will work with the Santa Ana Police Department to help educate community alarm users on how to reduce false alarms. The reduction of false alarms will enhance officer safety and free -up law enforcement resources to respond to more urgent calls for service, thereby reducing response times. Superion will work with the Police Department to develop and implement a targeted citizen education and outreach program to further engage and educate current and prospective alarm users on the reasons and methods for reducing false alarms. Additionally, Superion will help develop and host an Alarm Program website that provides citizens and businesses with continuing alarm education by presenting false alarm reduction information and providing access to an online Alarm Awareness Class (Alarm School). The online information can include: ' 015 1iLilrfffiFTiL.T-'. • Appeal process • Registration and reinstatement requirements • False alarm fee structure • Tips on How to Reduce False Alarms • Frequently Asked Questions • Law Enforcement response guidelines • Alarm School For the provision of technology and services outlined in the Scope of Services, Superion will retain 14 percent of the alarm permit and alarm fee revenue. Based on 14 percent of Alarm Permit and False Alarm revenues of $97,000 and $115,000, respectively, it is estimated that Superion will retain $29,680 in alarm revenue. In addition, Superion will retain approximately $8,700 per year for miscellaneous operating costs, including bank lockbox charges, credit card processing, and mailing. In total, it is estimated that Superion will retain $38,380 per year, or $115,140 over the term of the three-year agreement. It is estimated that through the proposed scope of services, Superion will be able to increase program revenues to cover these anticipated costs. There will be no upfront systems development, licensing, conversion, equipment, travel, support or other costs to implement the system. 25D-2 Agreement with Superion, LLC November 5, 2019 Page 3 Superion has been providing alarm management services for over 19-years and has been selected by over 330 municipalities across the country. Superion currently provides false alarm management services for 43 California cities and counties ranging in population of 23,000 to 3, 850, 000. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #1 Community Safety, Objective #2 (Broaden communications, information sharing and community awareness of public safety activities.) FISCAL IMPACT Superion, LLC will retain 14 percent, or approximately $29,680, of Alarm Permit and False Alarm revenues, and approximately $8,700 for miscellaneous operating costs, including bank lockbox charges, credit card processing, and mailing. The estimated annual fees that will be retained by Superion is $38,380. The remaining Alarm Permit revenue and False Alarm revenue will be deposited in accounts 01114002 51401 and 01114402 53413, respectively. APPROVED AS TO FUNDS AND ACCOUNTS: David Valentin Chief of Police Santa Ana Police Department Exhibit: 1. Agreement with Superion, LCC Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25D-3 CONTRACT FOR FALSE ALARM BILLING AND TRACKING SERVICES THIS CONTRACT FOR FALSE ALARM TRACKING AND BILLING SERVICES ("Contract") made and entered into this 51" day of November, 2019, by and between the Santa Ana, a municipal corporation of the State of California, 20 Civic Center Plaza, Santa Ana, CA 92701, ("SANTA ANA" or "CITY") and Superion, LLC ("CONTRACTOR"), 1000 Business Center Drive, Lake Mary, Florida 32746. WITNESSETH: Whereas, the SANTA ANA Council enacted ordinances related to alarm systems and false alarms titled as Alarm Ordinance No. NS-2196 of this date ("Alarm Ordinance"), as amended; and Whereas, in its implementation of the Alarm Ordinance, SANTA ANA is authorized to engage a third -party CONTRACTOR to assist the CITY in the enforcement of the Alarm Ordinance so that persons and organizations that use alarm systems can be held accountable for false alarms through a system of fees and penalties; and Whereas, on November 29, 2017, the City issued a competitive Request for Proposals ("RFP") #17-098 for Alarm Management Services for the Santa Ana Police Department and based on the RFP evaluation selected Public Safety Corporation, a wholly owned subsidiary of Superion, LLC, as the most responsive vendor to this request; and Whereas, the CONTRACTOR created and markets the proprietary and patented (U.S. Patent No. 6,856,246) software system called CryWolf ("Software'), an integrated suite of software applications operating in a Windows -based environment, designed to assist false alarm reduction managers and planners in government agencies and industry in accessing information relevant to false alarms, and which has been developed at CONTRACTOR's private expense for the commercial marketplace and is not in the public domain; Whereas, SANTA ANA desires to engage the CONTRACTOR to provide the full service false alarm solution ("Services") described in Attachment A; and Whereas, the CONTRACTOR desires to accept such engagement. Now, Therefore, the parties agree as follows: 1. Term. The term of this Contract shall commence on the date written above (the "Effective Date") and shall continue for a period of three (3) years. This agreement shall have two one-year optional extensions, excerciseable in writing by the City Manager. 2. Contract Documents and Order of Precedence. The contract documents consist of the following Attachments which are incorporated into the Contract by this reference: 25D-4 A. Attachment A, describes the Scope of Services to be provided by the CONTRACTOR and the CITY's operational responsibilities, Attachment B, Payment Terms, and Attachment C, CONTRACTOR's Proposal dated January 18, 2018, Attachment D, City RFP dated November 29, 2017 with Addendums(s),. B. The Order of Precedence shall be as follows: (1) this Contract; (2) Attachment A, (3) Attachment B, (3) Attachment C and (4) Attachment D 3. Alarm Management Scope of Services. A. The CONTRACTOR shall provide the Alarm Management Services described in Attachment A - Alarm Management Services. B. The Alarm Management Services shall assist SANTA ANA in enforcing its Alarm Ordinance to include tracking of responsible persons (including individuals, businesses and government agencies) who use alarm systems, registering of alarm systems, billing and notification of permit and false alarm fees in accordance with the Alarm Ordinance and at the direction and under the supervision of SANTA ANA's Alarm Administrator, maintenance of a database of persons who use alarm systems, tracking of false alarm occurrences, collection of fees, the collection and enforcement of penalties for violations, generating performance and outcome reports and assuring the availability to SANTA ANA of timely false alarm information, all as more specifically described in Attachment A - Alarm Management Services. 4. Software license. SANTA ANA shall be licensed and authorized to use the Software and any additional specific customization and development provided as part of the Alarm Management Services described in Attachment A. The license shall cover all Software, including, without limitation, software interfaces and software modifications. The scope of the license is non -transferable and non-exclusive and is authorized by CONTRACTOR for use by SANTA ANA to access its false alarm information. 5. Duration of the Software License. SANTA ANA shall have the right to use the Software in accordance with Attachment A for so long as the CONTRACTOR provides Alarm Management Services to SANTA ANA and/or licenses the Software in accordance with the Termination provisions in this Contract. This license shall apply for the duration of the Contract and any extensions provided for herein or agreed to in writing by the parties. In the event the business relationship with CONTRACTOR is terminated or ended for any reason, SANTA ANA's license rights to use the Software shall likewise terminate except as provided for in this Contract, including Attachment B. 6. Modification of the Software. A. Modifications or adaptations of the Software shall be limited to creating or providing interfaces between the Software and SANTA ANA's computer systems required to import or export data in order to implement the Software. B. SANTA ANA shall retain a nonexclusive License to use the modified and/or "customized" interfaces with the Software, provided, however, the use of the original Software 25D-5 with such adaptations in any projects other than the management of the Alarm Ordinance shall be subject to additional compensation to CONTRACTOR in an amount and subject to terms to be determined by the parties in writing prior to any such additional use. 7. Protecting Confidential and Proprietary Information. The proprietary information of both parties, CONTRACTOR and SANTA ANA, is and shall remain the valuable intellectual property of each respective party. Except as required by law, neither party shall disclose any such information to any third party for any reason without the express written consent of the other party and shall only use proprietary information for internal purposes to facilitate and assist CONTRACTOR and CITY staff in the administration of the Alarm Ordinance. In addition, the parties shall provide reasonable safeguards to protect their respective software, hardware systems and data from unauthorized intrusion by third parties. Notwithstanding, the parties recognize that the CITY is a government body subject to compliance with California Public Records laws. Names, addresses, type of alarm, identification information of any alarm monitoring company, or identification information of any person cited under the Alarm Ordinance shall not be released, exhibited or sold to any third party by CONTRACTOR, except as required by law. All data received hereunder shall be made a part of SANTA ANA's permanent records and files and preserved therein for a period in accordance with the requirements of California law. SANTA ANA will inform CONTRACTOR of the required retention time in writing at the beginning of the Contract term and, in the event these requirements change, as soon as those changes are approved by the appropriate California State or CITY agency. All alarm related data maintained by the CONTRACTOR shall remain the property of the CITY. If the contract is terminated for any reason, the CONTRACTOR shall provide such data to SANTA ANA on a timely basis in a mutually acceptable, electronic file format. 8. Reproduction and Copyright. A. The Software is protected under the Copyright and Patent laws of the United States, and as extended by treaty, with Canada. SANTA ANA may not copy, or allow anyone else to copy or otherwise reproduce, any part of the Software without the prior written consent of CONTRACTOR, except to store and/or install a copy of the Software on a storage device, such as a network server, used only to run the Software on other computers over an internal network and except for two copies for back-up or archive purposes. B. SANTA ANA may copy any CONTRACTOR provided Software as necessary to its hard disks or other such storage medium to efficiently operate the Software on SANTA ANA single -user system, multiple -user system, or network. The Software shall be copied as a whole, and the use of the copies shall be governed by this Contract. All other copying is prohibited. 9. Limitations on the Use of the Software. SANTA ANA may not reverse engineer, decompile, or disassemble the Software. The Software is licensed as a single product. Its component parts may not be separated. 25D-6 10. Notices of Intellectual Property Rights, SANTA ANA shall assure that CONTRACTOR's notices of intellectual property (e.g., patent, trademark, and copyright notices) provided by CONTRACTOR, if any, shall remain visible on the Software when displayed electronically, or when output created by it is printed for distribution to persons or organizations outside the normal scope of the Alarm Ordinance. 11. Payment. SANTA ANA shall pay the CONTRACTOR for the Services described, in accordance with Attachment B ("Payment Terms"). City neither warrants nor guarantees any minimum or maximum compensation to CONTRACTOR under this Agreement. CONTRACTOR shall be paid only for actual services performed under this Agreement at the rates and charges identified in Attachment B. 12. Collection of Fines. The CITY shall support the collection of false alarm fees, fines and penalties in accordance with the Alarm Ordinances and at the direction of the Alarm Administrator. If the CITY directs CONTRACTOR to engage a third -party collection organization for delinquent amounts, the CITY shall cause the necessary legislative and administrative procedures to be enacted and/or adopted in order to delegate to the CONTRACTOR the authority to collect the delinquent fees on behalf of the CITY. 13. Confidentiality of SANTA ANA False Alarm Data. Any false alarm collection data provided to the CONTRACTOR during the performance of the Alarm Management Services shall be used only in a manner consistent with this Contract, and no false alarm collection data shall be disclosed without the prior written consent of SANTA ANA. If such disclosure is compelled or required in anyjudicial or administrative proceeding, the CONTRACTOR shall, before disclosing such information, first notify SANTA ANA and give SANTA ANA an opportunity to object to the disclosure. In the event SANTA ANA objects to such disclosure, it shall notify the CONTRACTOR that it will indemnify it, to the extent provided by law, for any costs and expense incurred, including, without limitation, the cost of attorney fees expended in the defense of any action or proceeding, or relating to the refusal to disclose such information. 14. SANTA ANA Responsibilities. A. SANTA ANA shall cooperate with and assist the CONTRACTOR by providing management decisions affecting startup or provision of the Alarm Management Services within ten (10) business days of receipt of CONTRACTOR's request for a decision, as well as providing personnel, information, approvals, and acceptances in accordance with a mutually -agreed Implementation Plan to be developed by CONTRACTOR and SANTA ANA at the start of the Services. This Implementation Plan will define the detailed tasks and schedule necessary to achieve the following program target milestones: 1) Commence Services implementation activities on the Effective Date; 25D-7 2) Begin collecting and processing alarm location information within sixty (60) days of the Effective Date; and 3) Begin processing false alarm activations within ninety (90) days of the Effective Date. The Implementation Plan shall be agreed to in writing by both parties and upon execution by both parties shall be incorporated into this Contract by reference. If factors beyond the CONTRACTOR's control prevent processing of false alarms within the implementation timeline, extension of the implementation must be mutually agreed to and documented via change order. B. SANTA ANA shall provide the CONTRACTOR with RMS alarm incident records, appeal records, and necessary historical, non -financial alarm registration and alarm incident information in accordance with the terms of a mutually -agreed implementation plan and in a mutually -agreed electronic format, as necessary and proper, to allow the CONTRACTOR to effectively provide the Services and enforce the Alarm Ordinance. 15. SANTA ANA Alarm Administrator. To facilitate effective communication between SANTA ANA and the CONTRACTOR, and in accordance with the Alarm Ordinance, SANTA ANA shall designate an Alarm Administrator. The Alarm Administrator shall have the power and authority to make decisions relating to the Services. A secondary Alarm Administrator will also be designated to act on behalf of the Alarm Administrator when the primary Alarm Administrator is unavailable. The primary and secondary Alarm Administrators shall be designated by SANTA ANA. The Alarm Administrator has the authority to waive, void, or modify violation notices and the resulting fine amounts. Any such waiver, modification, or voiding will be communicated to the CONTRACTOR in a written format. 16. Resolution of Disputes. INTENTIONALLY OMITTED 17.Termination. A. For Convenience. Either party may terminate this Contract for any reason and at any time by giving at least sixty (60) days written notice to the other party of such termination and specifying the effective date thereof. If the Contract is terminated by the CITY, the CONTRACTOR shall be paid for any services already performed by sharing in the collections of all amounts billed by the CONTRACTOR through the date of termination. If the Contract is terminated by the CONTRACTOR, the CONTRACTOR shall provide an option for the CITY to transition operation of the alarm program to CITY facilities and staff using the CONTRACTOR's proprietary Software as described in Paragraph 18A. B. For Cause. Either party may terminate this Contract for cause if the other party does not perform its duties or exercise its responsibilities in accordance with this Contract including the maintenance of the system of fees and fines in effect at the beginning of the Contract period. Upon an event of cause by either party (Non -performing party), the other (Claimant) party shall provide thirty (30) days prior written notice to the non -performing party that the Contract terms have not been carried out in accordance with this Contract. If the event of cause is not 25D-8 corrected by the Non -performing party to the reasonable satisfaction of the Claimant, the Claimant may terminate this Contract after a thirty (30) day written cure notice to the Non -performing party. C. Termination within Initial Two (2) Year Period. If this Contract is terminated by the CITY or its implementation is terminated or postponed by the CITY during the initial two (2) year period, for any reason other than breach by the CONTRACTOR or termination by Contractor, CONTRACTOR shall be entitled to receive a prorated share of its initial startup costs as specified in Attachment B, in addition to any Service fees owed the CONTRACTOR as described in Paragraph 18 — Rights upon Termination. 18.Rights upon Termination. A. If the CONTRACTOR is entitled to terminate this Contract or the CITY chooses not to continue the Contract for its convenience, the CONTRACTOR shall offer SANTA ANA an option, which must be exercised within thirty (30) calendar days after the Notice of Termination, to continue a conditional, uninterrupted, non-exclusive and non -transferable license to use the proprietary Software as necessary to support and administer SANTA ANA's Alarm Ordinance conditional on the payment of one-time transitional service and ongoing annual license, maintenance and support fees at the CONTRACTOR's then prevailing rates. B. If SANTA ANA terminates this Contract or if the CONTRACTOR terminates for cause, SANTA ANA, in addition to payment of false alarm collections owed to the CONTRACTOR based on the CONTRACTOR's billings through the date of termination, shall undertake good faith efforts to collect any Alarm Management Services fees and civil penalties for Ordinance violations billed, but not yet collected, as of the date of termination, in order to pay the CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by the CONTRACTOR on SANTA ANA's behalf. Good faith efforts include keeping the lock box open to receive payments, and continuing with the revenue sharing for billings through the date of termination. C. In the event that either party terminates this agreement, the CONTRACTOR agrees that all data collected under this agreement is part of SANTA ANA's permanent record and that all data, including historical records under the required retention time will be provided to SANTA ANA in an agreed upon data format within 30 days of the termination date. 19.Indemnification. A. The CONTRACTOR shall indemnify, hold harmless, and defend SANTA ANA, its elected and appointed officials, employees, agents and successors in interest from all claims, damages, losses and expenses including attorney's fees, arising out of or resulting, directly or indirectly, from the CONTRACTOR's (or CONTRACTOR's subcontractors, if any) performance or breach of the Contract provided that such claim, damage, loss, or expense is not caused by the negligent act or omission or willful misconduct of SANTA ANA or its elected and appointed officials and employees acting within the scope of their employment. This Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance requirements and shall survive the termination of this Contract. B. In the event that a claim is made against the CONTRACTOR, which arises out of the negligence or willful misconduct of SANTA ANA or any of SANTA ANA's employees, SANTA ANA shall indemnify the CONTRACTOR to the extent SANTA ANA is liable and authorized to do so under the law. 25D-9 C. Any party seeking indemnification shall promptly notify the other party of its discovery of any matter -giving rise to a claim of indemnity. For each individual claim, the indemnifying party shall have no obligation to the other or to any third party with respect to any expenses incurred by or on behalf of the other or its assumption of control of the defense of the claim, or with respect to any compromise or settlement made, without the prior written consent of both parties 20. Patent infringement. The CONTRACTOR shall indemnify SANTA ANA, its elected and appointed officials, officers, employees, agents, and successors in interest from and against all damages and expenses resulting from any infringement action brought against the CONTRACTOR, or against SANTA ANA to the extent that any such action is predicated on the use of CONTRACTOR's software, during the term of this Contract. This Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance and shall survive termination of this contract 21. Limitation of Liability. LIMITED LIABILITY OF CONTRACTOR. CONTRACTOR'S LIABILITY IN CONNECTION WITH THE SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES COLLECTED IN CONNECTION WITH THIS AGREEMENT FOR THE PREVIOUS 12 MONTHS. EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY (1) LOSS OF USE, DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION, (II) BUSINESS INTERRUPTION, INCREASED COSTS, OR DIMINUTION IN VALUE, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE; AND WHETHER OR NOT CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT CONTRACTOR HAS AGREED TO THE REVENUE SHARING STRUCTURE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 22, Insurance. The CONTRACTOR shall provide and maintain in full force and effect at no additional cost to SANTA ANA for the duration of the Contract commercial general liability insurance or comprehensive general liability insurance with a minimum limit of $1,000,000 per occurrence for 25D-10 bodily injury and damage to property including contractual liability, premises/operations, products/completed operations, independent CONTRACTORs, broad form property damage, and personal injury coverage and a minimum aggregate amount of $1,000,000 or commercial/comprehensive general liability insurance plus additional excess umbrella liability insurance to meet these limits. The CONTRACTOR agrees that it shall add SANTA ANA, its elected and appointed officials, officers, employees, agents, and successors in interest to the CONTRACTOR's liability insurance policies as additional insureds. The CONTRACTOR shall require its insurance carrier or agent to certify that this requirement has been satisfied on all Insurance Certificates issued under this Contract. Before any work is initiated and before any invoices are paid for work performed under this Contract, the CONTRACTOR shall provide written proof of compliance with the above insurance requirements by delivering to: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 a copy of a certificate or certificates of insurance completed by its insurance carrier or agent certifying that minimum insurance coverages as required above are in effect and that the coverage will not be canceled or changed until thirty (30) days after written notice is given to the CITY. The CONTRACTOR shall maintain, update, and renew the Certificate(s) for the term of this Contract. 23.Assignment. This Contract shall not be assigned to any third party without prior written consent, which may be withheld in the sole and absolute discretion of either party. A change in ownership of the CONTRACTOR or a purchase of the majority of assets or stock of the CONTRACTOR by another company shall not be considered an assignment of this Contract. 24.Attorney's Fees. Should the parties or either of them employ an attorney to enforce by litigation in a court of competent jurisdiction, any of the contract provisions because of a disputed matter arising under this Contract, to assert damages for the breach of the Contract, or in order to obtain injunctive relief, then the prevailing party shall be entitled to recover reasonable attorney's fees, costs, charges, and any expenses expended or incurred. 25. Notices. Wherever under this Contract one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered in hand or when mailed, by United States mail, certified, return receipt requested, postage prepaid, and addressed as follows: In the case of the CONTRACTOR: Superion LLC 1000 Business Center Drive 25D-11 Lake Mary, Florida 32746 Attention: Legal Department In the case of SANTA ANA: City of Santa Ana 20 Civic Center Plaza Purchasing 41h Floor Santa Ana, CA 92701 26.Governing Law. The substantive laws of the State of California shall govern this Contract without regard to the law of conflicts. Venue shall be in the State of California, County of Orange. Such actions shall neither be commenced in nor removed to federal court. 27. Severability. If any provision of this Contract is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired. 28. No Waiver. The failure by any party to exercise any right stated in this Contract shall not be deemed a waiver of the right. 29. Complete Agreement. This Contract when signed by both parties sets forth the entire understanding of the parties as to its subject matter, conditions and obligations and may not be modified except by further written agreement. 30.Independent Contractors. In performing the work under this Contract, the CONTRACTOR acts as an independent CONTRACTOR and is solely responsible for necessary and adequate worker's compensation insurance, personal injury and property damage insurance, as well as errors and omissions insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal and state income tax on moneys earned. The personnel employed by the CONTRACTOR are not and shall not become employees, agents or servants of SANTA ANA because of the performance of any work by or under the performance of this Contract. 31. Cooperative Purchases. This Contract may be used by other government agencies. The CONTRACTOR has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the revenue share percentage (Compensation) may be negotiated between the CONTRACTOR and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur any 25D-12 liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies. WHEREAS, the individuals representing the parties are both authorized and have executed this Contract effective as of on the date first written above. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO CB torney �I Byity: Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: David Valentin Chief of Police Santa Ana , California 0 Kristine Ridge City Manager Superion, LLC BY: OYKayic [Authorized Signing Officer] Lisa Neumann Printed Name: Title: Controller 25D-13 ATTACHMENT A Scope of Services Pur ose The purpose of this Scope of Services is to describe the duties and responsibilities of Superion LLC ("CONTRACTOR"), and the CITY OF SANTA ANA, CALIFORNIA ("SANTA ANA" or "CITY"). CONTRACTOR Responsibilities 1. At the beginning of the project, electronic conversion/import to CONTRACTOR computer server(s) of any CITY alarm program records required to support the proposed CONTRACTOR services. These records may contain historical CITY alarm business, alarm system location, responsible party and other alarm data previously developed by or for SANTA ANA. CONTRACTOR shall obtain this data directly from SANTA ANA and relies on the CITY for the accuracy and completeness of any such historical data; 2. Update alarm business, alarm system location and responsible party information and renew permits and alarm registrations in accordance with the CITY Alarm Ordinance ("Ordinance"). Updated information may be processed by mail, electronically and / or online; 3. Register, renew and bill the registration of alarm systems in accordance with the Ordinance. Registrations and renewals may be processed by mail, telephone, electronically and / or online. Notices related to registration may be sent by email or mail based on the alarm user contact information maintained; 4. Import into CONTRACTOR's CryWolf alarm billing system, alarm incident data (in formats prescribed by CONTRACTOR and Exhibit 1 attached) extracted from the SANTA ANA Inform Records Management System. CONTRACTOR will prepare the CryWolf permit data exportfunction to produce daily files of alarm status and permit information, e.g. alarm company, alarm subscriber and contact data, in a predefined format, to be imported into the SANTA ANA Inform CAD system. CONTRACTOR will collaborate with Santa Ana to: a) fully configure/test the import routine of relevant CryWolf alarm system data into InformCAD and, b) fully configure/test the process needed to ensure the proper and satisfactory import and operation of Permit Status as set forth in Exhibit 1. 5. Create and host a dedicated, secure (SSL encrypted) SANTA ANA Alarm Program website for CITY citizens and businesses to obtain false alarm reduction educational information, review alarm ordinance and appeal requirements, access and update alarm account information, and pay alarm fees online if preferred. This website may be linked by the CITY to the CITY website if desired; 6. Initialize, maintain, secure and back-up Program databases including alarm business, alarm system location and incident data; alarm -related financial transactions and accounts receivable information. CONTRACTOR will comply with the provisions of the Alarm Ordinance, and update Program business rules to comply with Alarm Ordinance changes as supported by the CONTRACTOR's software; 25D-14 7. Process false alarm incident data, including the matching of false alarm incidents with the alarm system location database maintained by CONTRACTOR; 8. Bill and correspond with alarm businesses and alarm users in accordance with the Alarm Ordinance provisions. This will include but may not be limited to invoices and delinquent payment notices. A warning notice will be sent to each alarm user on the occasion of the alarm user's first false alarm immediately preceding the first chargeable alarm incident. Warning notices may be sent by mail, email or other electronic method based on the alarm user's accepted contact method(s); 9. Provide CITY alarm users access to online information on false alarm reduction and Ordinance requirements to include an Online Alarm School. 10. Answer telephone inquiries from CITY alarm users that are placed to a false alarm program toll -free customer service number established for the CITY; 11. Process fee / penalty payments mailed to and deposited in a nearby CITY -approved JP Morgan Chase dedicated Alarm Program bank lockbox and account, and received from other payment channels, e.g. online, as agreed on by CONTRACTOR and the CITY, and apply these payments to alarm accounts; 12. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a CITY Alarm Program representative with documentation supporting noticing / billing decisions; and updating the system with the disposition of any hearing results; 13. Provide and maintain computer equipment, software, mailing equipment and furniture at CONTRACTOR's Program processing facilities; 14. Provide the CITY secure (SSL encrypted), online, on -demand access to alarm management information and reports including, but not limited to, alarm account transaction history, alarm system information, and financial transactions/balances with format and content specified by the CryWolf Alarm Management System and the designated Bank, and agreed on between the CITY and CONTRACTOR; and, 15. Perform special collection functions as directed and authorized by the CITY such as retaining a third party collection agency or providing delinquent account information to other CITY agencies. To the extent permitted by local law, third -party collection fees will be added to the delinquent amounts. Uncollected amounts billed by CITY prior to program implementation will be the responsibility of the CITY's collection agency. Upon approval by the CITY, CONTRACTOR will retain CITY's current third -party collection agency or use a collection agency of CONTRACTOR's choosing to perform delinquent collection services. 16. CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but not limited to, the costs of staff, facilities, equipment, consumable supplies. Only third -party bank and credit card fees, mailing supply costs (paper and envelopes), first class postage, third party collection costs (if any), e.g. collection agency fee, and citizen overpayments, if any, will be shared by the parties through payment from gross collections before revenue sharing. SANTA ANA Responsibilities 25D-15 1. Appointing a CITY Alarm Administrator ("Administrator") and backup administrator who will be the primary points of contact between CONTRACTOR and the CITY. The Administrator(s) is responsible for overseeing CONTRACTOR'S operation of the False Alarm Management Services Program ("Program") and accessing Program information, as needed, via CONTRACTOR provided online access; 2. Requesting or supporting CONTRACTOR'S requests of Alarm Companies, as needed, to provide alarm system information; 3. Making any and all decisions about alarm call response, determining whether calls are false alarms, providing any on -scene communication of alarm related information to alarm users, and for entering any alarm related information within the SANTA ANA Inform CAD System; 4. Extracting false alarm call incident data from the SANTA ANA Inform RMS System and transferring this data electronically to CONTRACTOR (via CONTRACTOR'S FTP site). The data extraction format will be provided by CONTRACTOR and CONTRACTOR will provide the CITY additional software for automating the daily transfer of alarm incident files to CONTRACTOR; 5. Scheduling, conducting and making appeal decisions for any false alarm hearings; 6. Conducting any general public education programs on false alarms; and, 7. Transferring any and all financial information from the Program generated alarm reports to other SANTA ANA financial systems, as needed. The CITY is responsible for all costs of carrying out the CITY's responsibilities, including, but not limited to the costs of staff, facilities, computer equipment and consumable supplies. [Remainder of Page Intentionally Left Blank] 25D-16 ATTACHMENT B PAYMENT TERMS 1. REVENUE -SHARE PERCENTAGE For the provision of all Services and technology outlined in this Contract, CONTRACTOR shall obtain payment exclusively from the revenues CONTRACTOR helps generate. There shall be no upfront systems development, licensing, conversion, equipment, travel, support or other costs. CONTRACTOR shall purchase, configure, install, and customize all systems and processes CONTRACTOR requires to provide the Services described herein. The CONTRACTOR's Revenue Share is 14%. • The only amounts that shall be paid from the total collected revenue and subtracted from the total collected revenue before the revenue sharing percentages are applied are: 1. Any overpayments by alarm users to be refunded or held for application against future charges, as directed by the CITY; 2. Bank fees charged by the CITY -approved lockbox bank; 3. Correspondence mailing costs (envelopes and paper) including postage (at first class postage rates); and 4. Third -party credit card processing charges, if any. • Any certified mail requirements will be paid from the CITY's revenue share. • CONTRACTOR will provide the Inform CAD and RMS interfaces described in Attachment A at no additional cost to the CITY. On -going maintenance costs for CryWolf and Inform CAD bi-directional interface are included as part of the revenue -share percentage spilt. • Data conversion: Conversion of CITY's existing alarm system permit data is included. 2. REVENUE -SHARE ASSUMPTIONS The revenue share percentages are based on several assumptions over which the CONTRACTOR has little or no control: The Ordinance fee and fine schedules remain at levels equal to or greater than at the Contract effective date; The CITY adopts a fair, but firm approach to granting appeals. Appeals and CITY waived charges are expected to reduce collections by no more than 5% annually; and The CITY actively supports enforcement of the Alarm Ordinance, including support of reasonable measures to collect all amounts due for violations of the Alarm Ordinance. If City causes any of the above assumptions to fail, Contractor shall have the right to renegotiate the Revenue Share. Banking — General 1. All payments and banking services shall be conducted through the City's official banking service provider, JPMorgan Chase & Co. (JPMC) CONTRACTOR will receive check payments to the dedicated Alarm Program lockbox on the City's behalf. 25D-17 2. Deposits are automatically completed on a daily basis upon receipt at the lockbox. 3. CONTRACTOR will initiate monthly ACH payments to the City's designated bank account in accordance with the revenue -share percentages. 4. Conduct daily reconciliation of all payments entered with bank deposits; 5. Charge -backs and NSF's. CONTRACTOR will process credit card charge -backs and NSF's when notified of each occurrence. Once processed, CONTRACTOR will send a custom letter to the individual detailing the returned item and the amount due on the citation. 6. File and store all source documents in an easily retrievable system; 3. REVENUE -SHARE PAYMENT PROCESS CITY and CONTRACTOR agree as follows: 1. All false alarm related fee collections will be sent to a False Alarm Bank Account ("False Alarm Account') to be established at a mutually agreeable Commercial Bank. Payments sent directly to the bank lockbox will be deposited daily. Online credit card payments, transferred from the payment processor, will be deposited in the Alarm Program bank lockbox upon receipt. 2. CITY and CONTRACTOR agree to maintain a positive balance of available funds ("Minimum Balance") at all times in the False Alarm Account; 3. At the beginning of each month, CONTRACTOR will reconcile the alarm related deposits for the most recent completed month and report the same to CITY. Upon CITY's approval, CITY and CONTRACTOR shall authorize and cause the issuance of electronic (ACH) transfers to CITY and to CONTRACTOR as follows: a. With regard to the transfer to CONTRACTOR, the amount will be calculated for CONTRACTOR based on the Revenue Share described above. That amount, not to exceed 14% of the revenue collected during the preceding month, shall be transferred to a bank and account authorized by CONTRACTOR; and, b. The remaining balance of the revenue collected during the preceding month of no less than 86%, shall be transferred to a bank and CITY account specified by CITY. 4. At the termination of this Contract, any remaining balance shall be transferred to CONTRACTOR and to CITY on the same prorata basis, e.g. 14% and 86% respectively. In addition, Contractor will continue to collect payments from the lockbox and record such payments for the CITY on an Excel spreadsheet which will be provided to the CITY on a weekly basis for 90 days. At the end of each month, for the 90-day period, Contractor will reconcile the bank statement and spreadsheet of payments after termination date and Contractor shall share those payments collected in the lockbox with the CITY and be compensated at 14% for those 90 days of payments collected after termination date. Delinquent Account Terms The parties shall define a mutually agreeable process and methods for collecting amounts due from delinquent accounts. If organizations other than the CITY and CONTRACTOR are retained 25D-18 to collect overdue amounts, the parties agree that the collection costs shall to the extent permitted by State of California law be added to the delinquent amounts owed by alarm system users or be borne by the parties on a pro-rata basis by deducting the third party collection fees from the gross third party collections before the revenue shares are calculated. The CITY Payment Upon Early Termination (Per Paragraph 17C) If, within the initial two (2) years of the effective date, this Contract is terminated by the CITY for convenience under 17A, or is terminated by CONTRACTOR for cause as defined in Paragraph 17B, CONTRACTOR shall be due a one-time Program Termination fee, not to exceed $24,000.00, to reimburse CONTRACTOR for startup costs. This fee shall be in addition to any other amounts due CONTRACTOR under the Contract. The $24,000.00 shall be amortized (reduced) on a straight-line basis ($1,000 per month) over the initial two (2) year period. 25D-19 25D-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE AGREEEMENT WITH METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AND THE MUNICIPAL WATER DISTRICT OF ORANGE COUNTY FOR IN -LIEU TREATED WATER DELIVERIES (NONGENERAL FUND) {STRATEGIC PLAN NO. 5,21 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with the Metropolitan Water District of Southern California and the Municipal Water District of Orange County for in -lieu treated water deliveries, beginning on November 5, 2019 and expiring on July 1, 2027, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Metropolitan Water District (MWD) is a wholesale water provider to its 26 member agencies; the City of Santa Ana and the Municipal Water District of Orange County (MWDOC) are member agencies of MWD. MWD provides imported surface water to the Southern California region from both the Sacramento Bay Delta to the north, and the Colorado River to the east. A significant amount (approximately 25 percent) of water supplied by the City of Santa Ana to its residents and businesses is purchased from MWD. The balance of water supplied by the City is pumped groundwater from the Orange County Basin. The heavy rains and snowfall experienced across the State during the winter seasons of 2016- 2019 has resulted in an abundance of surface water runoff into the Sacramento Bay Delta. This surface water must be stored, consumed, or allowed to flow into the ocean. As a result, MWD has filled its reservoirs and must find additional storage space and use for the surface water, or risk losing this precious resource to the ocean. One strategy available to MWD is to ask groundwater producers, such as Santa Ana, to increase the amount of MWD surface water they use, and decrease groundwater pumping. This "in -lieu pumping" (water banking) strategy will allow Santa Ana to save its basin groundwater. In future 25E-1 Agreement with MWD and MWDOC for In -Lieu Treated Water Deliveries November 5, 2019 Page 2 years, when surface water supply conditions are less abundant, the City will do the opposite: pump more groundwater out of the basin and save surface water. The City has successfully participated in this type of water banking agreement in the past, most recently in 2017. While past agreements have been for short terms (1 year), this proposed agreement will be in effect until July 1, 2027 allowing for water agencies to actively perform water banking as water conditions in the State change and saves administrative cost and time associated with executing individual annual agreements. A key factor for the City to participate in the program is an overall net neutral fiscal impact. Per the proposed agreement, the City will pay MWD the Treatment Surcharge rate in effect, currently $319 per acre-foot of water while at the same time receive a credit of up to $225 per acre-foot from MWD. By participating in this program the City will receive water directly from our import connections with MWD in lieu of pumping it from the ground and therefore will realize additional cost savings in avoided energy and operations costs associated with pumping groundwater. These avoided pumping cost savings range between $130 per acre foot to $150 per acre foot. The combination of these avoided cost savings and the MWD credit will be applied such that they equal to the MWD Treatment Surcharge resulting in a net $0 cost to the City's Water Enterprise. The water banking process has to be carefully monitored and accounted for to ensure that the participating agencies exchange appropriate amounts of surface water and groundwater to achieve an overall net $0 cost to the City's Water Enterprise. The proposed in -lieu agreement implements a number of administrative procedures to establish proper accounting. In the assigned roles, MWD supplies water to the City, MWDOC verifies volume of water deliveries and carries the balance sheet for all Orange County participants, and the City pays related invoices to MWD. MWD, at the sole discretion of their Board, adopts wholesale water rates. The Treatment Surcharge rate is $319 for calendar year 2019 and will increase to $323 for year 2020. The proposed agreement runs through year 2027 and while no Treatment Surcharge rate has been adopted yet, staff anticipates modest annual increases. Through the proposed agreement, the City maintains the option to participate in the water banking program at any given time. City staff will evaluate the Treatment Surcharge rate in effect in future years along with the available MWD credit and avoided pumping costs to determine if participation in the water banking program will result in an overall net $0 cost to the City's Water Enterprise as intended prior to agreeing to participate. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 25E-2 Agreement with MWD and MWDOC for In -Lieu Treated Water Deliveries November 5, 2019 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. Wholesale water purchase costs are budgeted annually based on the established wholesale rates and estimated water demands. Fuad Sweiss, PE, PLS Executive Director Public Works Agency FSS/NS/RR Exhibit: 1. Agreement 25E-3 Agreement Between Metropolitan Water District of Southern California City of Santa Ana, and Municipal Water District of Orange County for In -Lieu Treated Deliveries to MWDOC-Metropolitan Cyclic Account This Agreement is made as of November 5, 2019, by and between the METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA ("Metropolitan"), a public agency of the State of California, the MUNICIPAL WATER DISTRICT OF ORANGE COUNTY ("MWDOC"), a public agency of the State of California, and the CITY OF SANTA ANA ("City"), a California municipal corporation (collectively, the "Parties"). Section 1. Purpose of Agreement a. Metropolitan is a wholesale provider to its 26 member agencies, created under The Metropolitan Water District Act ("MWD Act"). Wat. Code appen., §§ 109-25, 109- 130. b. MWDOC is a member public agency of Metropolitan and a wholesale water provider with a service area that includes lands overlying the Orange County Groundwater Basin, a large groundwater basin located in Northern and Central Orange County. MWDOC was created under the Municipal Water District Law of 1911. Cal. Wat. Code, §§ 71000 et seq. c. City is a member public agency of Metropolitan and a retail water provider with a service area overlying the over the Orange County Groundwater Basin. d. Metropolitan, MWDOC and the Orange County Water District have entered into an agreement dated August 10, 2017 ("MWDOC-Metropolitan Cyclic Agreement"), incorporated herein by reference that provides for the delivery of water by Metropolitan to MWDOC in advance of demand for the water by MWDOC through a cyclic account ("MWDOC-Metropolitan Cyclic Account"). e. Through this Agreement, the Parties intend to provide for a means of delivering water from Metropolitan through City into the MWDOC-Metropolitan Cyclic Account, which deliveries are intended to be subject to the specific terms in this In -Lieu Treated Deliveries Agreements. The Parties intend for the MWDOC-Metropolitan Cyclic Agreement to apply with respect to all other terms. Section 2. Designated In -Lieu Treated Deliveries. Metropolitan's General Manager has determined that water supply conditions are such that Metropolitan may not be able to capture all available supplies efficiently in available storage. Given the recent SWP allocation increase to 75 percent, uncertainties due to increased Article 21 and Colorado River supplies, and continued lower demands, supplies available for storage in 2019 may exceed Metropolitan's ability to store in CY 2019. Accordingly, Metropolitan agrees to pre -deliver treated water to the City to assist Metropolitan in managing its water resources. The City agrees to take treated water from Metropolitan pursuant to this Agreement for delivery into the MWDOC- Metropolitan Cyclic account in the Orange County Groundwater Basin through in -lieu means (In -Lieu Treated Deliveries). #11706v4 EXHIBI 16E-4 Agreement Between Metropolitan Water District of Southern California City of Santa Ana, and Municipal Water District of Orange County for In -Lieu Treated Deliveries to MWDOC-Metropolitan Cyclic Account The amount, location, and timing of the delivery schedule, along with an operating plan, will be mutually agreed upon prior to delivery by Metropolitan pursuant to a purchase agreement. The actual amount of in -lieu deliveries credited by Metropolitan may be higher or lower based on operational conditions and the Certification Procedures For In -Lieu Treated Deliveries for Cyclic Agreement Between Metropolitan Water District of Southern California, City of Santa Ana, and Municipal Water District of Orange County referenced in Section 8. In - Lieu Treated Deliveries will be made upon Metropolitan's written request and City's and MWDOC's written acceptance of additional treated water deliveries. The City represents and warrants that In -Lieu Treated Deliveries are in addition to its projected full -service deliveries (treated or untreated), which would normally occur without this agreement. MWDOC represents and warrants that an amount equivalent to the In -Lieu Treated Deliveries will be credited to Metropolitan as stored water in the Orange County Basin, pursuant to an intentional reduction in groundwater production by the City, certified and reconciled according to Section 8, until such time as the water is purchased by MWDOC pursuant to the terms of the MWDOC-Metropolitan Cyclic Agreement and Section 9 of this Agreement. Section 3. Term. This Agreement is effective as of November 5, 2019 and shall continue until July 1, 2027, or until the termination of the MWDOC-Metropolitan Cyclic Agreement, and is applicable only to In -Lieu Treated Deliveries, as certified and reconciled according to Section 8. Metropolitan, at its sole discretion, can interrupt the program authorizing In -Lieu Treated Deliveries by providing 15 days' notice to the City and MWDOC. Pursuant to Metropolitan's Board action on April 10, 2019, Metropolitan's General Manager may make a determination regarding water supply conditions and Metropolitan's ability to capture all available supplies at any time during the term of this Agreement. When such determination is made and MWDOC and City agree to accept water pursuant to this Agreement, MWDOC will enter into a purchase agreement in accordance with Section 2. Section 4. Treatment Surcharge Payment. The City agrees to pay Metropolitan the Treatment Surcharge effective at the time of the In -Lieu Treated Delivery, which for calendar year 2019 is $319 per acre-foot and in calendar year 2020 is $323 per acre-foot. Section 5. Cost -offset Credit Term. In exchange for the City's acceptance of In -Lieu Treated Deliveries, Metropolitan agrees to pay the City a cost -offset credit of up to $225 per acre-foot, as determined by Metropolitan pursuant to Section 6. On January I" of 2020, and every following January 1st, the maximum $225 per acre-foot amount will be increased by the Consumer Price Index for Urban Wage Earners and Clerical Workers for Los Angeles -Long Beach -Anaheim All Items (CPI-U) calculated as the November Prior Year/November 2018 CPI-U increase rounded to the nearest #11706v4 25E-5 Agreement Between Metropolitan Water District of Southern California City of Santa Ana, and Municipal Water District of Orange County for In -Lieu Treated Deliveries to MWDOC-Metropolitan Cyclic Account dollar. For example, if the November 2019 CPI-U was 269.005 and the November 2018 CPI-U was 259.064, then the increase for January 1, 2020 would be 3.84% or up to $234 per acre-foot. Section 6. Determination of Cost -offset Credit Term. Metropolitan, at its sole discretion, will determine the Cost -offset Credit Term. Metropolitan will make such determination based on an estimate of costs incurred by the City as a result of taking In -Lieu Treated Deliveries of additional treated water at Metropolitan's request that the City would not otherwise have taken, minus the costs that the City would have incurred if it produced an equivalent amount of water from the Orange County Groundwater Basin. The City will submit its avoided cost estimates to Metropolitan, which Metropolitan will review in addition to historical production cost estimates. Metropolitan will determine the cost -offset credit term and specify the amount in each purchase agreement. The City may, at any time prior to reconciliation and certification described in Section 8, request a redetermination of the Cost -Offset Credit Term, by submitting documentation that its groundwater production costs have changed. Metropolitan may, in its sole discretion, change the Cost -Offset Credit Term upon review of any such additional documentation and confirmation of changes in costs. Section 7. Billing Procedures. Metropolitan will bill the City the Treatment Surcharge in effect at the time the City certifies the In -Lieu Treated Deliveries, in the same manner as Metropolitan bills the City for all other water sales. Metropolitan will pay the City the Cost -Offset Credit Term for In -Lieu Treated Deliveries by applying a credit to the City's meter invoiced amounts, which credit is subject to the certification and reconciliation process described in Section 8. Section 8. Certification and Reconciliation of In -Lieu Treated Deliveries. The City shall submit monthly certifications of In -Lieu Treated Deliveries pursuant to this Agreement consistent with Metropolitan's Administrative Code, sections 4506 to 4507. Such certifications will be made pursuant to the Certification Procedures For In -Lieu Treated Deliveries for Cyclic Agreement Between Metropolitan Water District of Southern California, City of Santa Ana, and Municipal Water District of Orange County, attached hereto and incorporated herein as Attachment 1. On a monthly basis Metropolitan will review these certifications for conformance with the operating plans submitted pursuant to the Certification Procedures For In -Lieu Treated Deliveries for Cyclic Agreement Between Metropolitan Water District of Southern California, City of Santa Ana, and Municipal Water District of Orange County. Metropolitan will process certifications of these deliveries made pursuant to this Agreement in accordance with the agreed -upon operating plan in order to ensure In -Lieu Treated Deliveries were made in addition to normal Full -Service deliveries and as a result of actions to reduce groundwater pumping. #11706v4 2 5 E -6 Agreement Between Metropolitan Water District of Southern California City of Santa Ana, and Municipal Water District of Orange County for In -Lieu Treated Deliveries to MWDOC-Metropolitan Cyclic Account Metropolitan will void any credits given for water deliveries that Metropolitan is unable to determine that are qualifying In -Lieu Treated Deliveries under this Agreement, which will result in an equivalent charge to the City's water invoice plus the applicable untreated Full - Service rates and charges. The total amount of all voided credits shall be billed in the next month following the end -of -year reconciliation. Metropolitan staff will, in collaboration with City staff, perform an annual reconciliation of In -Lieu Treated Deliveries within six months following such time that City's final groundwater production numbers are finalized and provided to Metropolitan staff, in accordance with Attachment 1. Section 9. Purchase of Water Out of Cyclic Account. MWDOC agrees to purchase the In -Lieu Treated Deliveries out of the Cyclic account according to the signed purchase agreement. Billing and payment procedures shall be the same as other purchases from the Cyclic account. Approved as to form: Joseph Byrne General Counsel Date: Approved as to form: Sonia R. Carvalho, City Attorney By: AWLOU &• "h,, Laura A. Rossini Senior Assistant City Attorney Municipal Water District of Orange County Robert Hunter General Manager Date: City of Santa Ana in Date: w�21� I Date: #11706v4 2 5 E -7 Kristine Ridge City Manager Agreement Between Metropolitan Water District of Southern California City of Santa Ana, and Municipal Water District of Orange County for In -Lieu Treated Deliveries to MWDOC-Metropolitan Cyclic Account Attest: M Daisy Gomez Clerk of the City Council Date: Approved as to form: IN Marcia L. Scully General Counsel Date: Recommended for approval: Faud S. Sweiss Executive Director, Public Works Agency Date: The Metropolitan Water District of Southern California to Date: Jeffrey Kightlinger General Manager #11706v4 25E-8 Attachment 1 Certification Procedures For In -Lieu Treated Deliveries for Cyclic Agreement Between Metropolitan Water District of Southern California City of Santa Ana, and Municipal Water District of Orange County 1. Introduction The purpose of this Attachment 1 is to assist the City of Santa Ana (Santa Ana) in its certification of In -Lieu Treated Deliveries for its participation in the Agreement Between Metropolitan Water District of Southern California (Metropolitan), The City of Santa Ana (Santa Ana), and Municipal Water District of Orange County (MWDOC) for the Addendum to Cyclic Agreement for In -Lieu Treated Deliveries (Agreement). Pursuant to the Agreement, Santa Ana is eligible to receive a cost -offset credit in accordance with sections 4 and 5 of the Agreement (Cost -offset Credit). To qualify for the Cost -offset Credit, Santa Ana must meet the requirements contained in these In -Lieu Treated Deliveries Certification Procedures and in Metropolitan's Administrative Code Section 4507. 2. Administration Annual Operating Plan For Santa Ana to participate in this Agreement, Santa Ana shall submit an Operating Plan to Metropolitan's Water System Operations Group (WSO) for review prior to the beginning of the operating period. WSO staff will review the operating plan and work with agency staff to resolve issues and questions related to the operating plan. Operating plans for In -Lieu Treated Deliveries shall follow the form as outlined on the Excel worksheet provided by Metropolitan's WSO staff. Certification of In -Lieu Treated Deliveries In order to obtain the Cost -offset Credit, Santa Ana shall certify the amount of In -Lieu Deliveries purchased from Metropolitan on the forms provided by Metropolitan. Metropolitan WSO staff will perform a cursory review of the certifications for mathematical accuracy upon their receipt. Such a review does not preclude Metropolitan from correcting errors discovered as a result of Metropolitan's annual reconciliation of the In -Lieu Treated Deliveries under this Agreement. Annual Reconciliation Metropolitan WSO staff will complete an Annual Reconciliation of Santa Ana's In -Lieu Treated Deliveries certifications within six months following receipt of final documentation from the agency staff. During this period Metropolitan staff will work with Santa Ana staff to reconcile any differences. If differences cannot be resolved, the Resolution of Differences section below shall apply. Santa Ana shall submit final documentation within six months after the end of the Fiscal Year operating period. If final documentation is not submitted, Metropolitan will assume that the water had been used for Full Service purposes. Santa Ana shall be obligated to pay the amount #11707vI 25E-9 of the credit that had been applied to the In -Lieu Treated Deliveries and all other rates and charges associated with Full Service Treated deliveries. Listed below is the documentation that Santa Ana should maintain to support the Annual Reconciliation. Metropolitan reserves the right to review original documentation. • Original monthly groundwater production records for the previous three years. • Original monthly production records from other local sources • Monthly Metropolitan deliveries. • Monthly demands, excluding recycled water. • Annual local water rights, preferably groundwater basin manager report. • If a sub -agency, monthly water bill from member agency. Resolution of Differences If an impasse exists on the interpretation of the Agreement between the Santa Ana and Metropolitan staff, Metropolitan's Water System Operations' Group Manager has the responsibility to consult with Santa Ana and make a final ruling subject to the General Manager/Chief Executive Officer's oversight. If the ruling on the issue is unsatisfactory to the agency, it can be appealed to the Water Planning and Stewardship Committee of Metropolitan's Board of Directors. The Water Planning and Stewardship Committee shall consider such appeals and make recommendations to the Board. The Board shall act upon such recommendations and its decision shall be final. 3. Documentation for Planning, Tracking, Measuring and Certifying In - Lieu Treated Deliveries under the Cyclic Agreement This Section 3. "Documentation for Planning, Tracking, Measuring and Certifying In -Lieu Deliveries under the Cyclic Agreement augments the Rate Handbook and, where applicable, govern deliveries made under this Agreement. All forms are formatted as Excel worksheets. Worksheet 1, Operating Plan, consists of three sections: Section A, Historic Groundwater Production; Section B, Planned Annual Operating Plan; and Section C, Actual -to -Date and Planned Operations. Worksheet 2, Monthly Certification, is used to certify monthly In -Lieu Treated Deliveries. Agencies should use the Monthly Certification worksheet to certify In -Lieu Treated Deliveries made through a connection having more than one designated use. It is Santa Ana's responsibility to submit Sections A and B of the Operating Plan prior to the beginning of the upcoming operating period, and to update Section C of the Operating Plan, as needed, to reflect actual -to -date operations and any changes in planned operations. In order to receive the cost -offset credit on In -Lieu Treated deliveries under the Cyclic Agreement, Santa Ana must also submit a Monthly Certification to Metropolitan for each month that such deliveries occurred. All certified water also would be subject to Certification and Billing Procedures outlined in the Rate Handbook and subject to Administrative Code, Section 4507. Lines on the forms requiring data input are highlighted in green. All other lines are calculated. A line -by-line explanation of the forms follows with the symbol, "6"designating a user input, and the "©" symbol designating a calculated value: #11707v1 25E-10 Worksheet 1 — Operating Plan Section A - Historic Groundwater Production: Section A calculates an Adjusted Baseline that is the basis against which monthly In -Lieu Cyclic Treated Deliveries will be measured. The Adjusted Baseline should reflect the monthly pumping pattern Santa Ana would follow if it were not planning to certify in -lieu deliveries from Metropolitan. The Adjusted Baseline is based on historic groundwater production patterns; however, Santa Ana may adjust these patterns to reflect anticipated system or operational changes during the coming operating year. 6 Lines Al, A2, & A3 - FY Groundwater Production: Santa Ana inputs previous three years monthly groundwater production data beginning one-year prior to the end of the last full operating period. For example, for an agency preparing its FY 2019-20 operating plan, the three years prior would include FY's 2017-18, 2016-17, and 2015-16. Monthly groundwater production data includes actual pumped groundwater and imported in -lieu deliveries. P Line A4 - 3-Year Historical Baseline: Spreadsheet calculates Santa Ana's average monthly groundwater production from the past three years. iZwj Line A5 - Adjustments to Baseline: Santa Ana inputs anticipated increases and/or decreases in total monthly production due to factors such as new production wells coming online, wells taken out of service, and/or other justifiable alterations in production patterns. Q Line A6 - Adjusted Baseline: Spreadsheet calculates Santa Ana's Adjusted Baseline for the coming operating year, i.e., 3-Year Historical Baseline with Adjustments to Baseline (positive or negative). As indicated above, Lines Al, A2, A3, and A5 are user inputs to be provided by Santa Ana prior to the beginning of the operating year for review by Metropolitan. This review may require Santa Ana provide Metropolitan with records documenting historic well production and rationale for Adjustments of Baseline. Section B — Planned Annual Operating Plan: Section B is Santa Ana's projection of monthly imported water deliveries, groundwater production, and other local supplies that will be used to meet its retail demand. The Section functions as a planning tool for Santa Ana and Metropolitan. It also calculates projected In -Lieu Treated Deliveries eligible for certification as Cyclic Delivery based on projected groundwater production. Although only an initial estimate, once completed, Section B should remain static throughout the operating year and utilized as the baseline with which to evaluate the year's actual progress. 0 Line Bl - Adjusted Baseline: This line carries forward Santa Ana's Adjusted Baseline calculated in Line A6. F Line B2 - Monthly Production Capability: Santa Ana projects the well capability available for each month of the operating year. Available capability refers to the #11707vl 25E-11 operational status of facilities in place to extract groundwater for retail water use. For example, the total capacity of Santa Ana's well field might be 50 cfs, but four wells are out service due to factors such as mechanical problems or diminished water quality. As a result, only 38 cfs of the well field's 50 cfs capacity is actually available for production, and 38 cfs would be considered Santa Ana's Monthly Production Capability. Line B3 - Baseline: Spreadsheet calculates monthly Actual Baseline, i.e., the lesser of the Adjusted Baseline or Monthly Production Capability. In -lieu water certified by Santa Ana may not exceed its production capability for that month. Line B4 - Planned Groundwater Production: Santa Ana inputs amount of groundwater it plans to produce each month to meet retail demand. iQ Line B5 — All Other Local Sources: Santa Ana inputs quantities of water it expects to produce from all other local sources other than the groundwater basin to meet retail demand. These sources include recycled, recovered groundwater, local runoff, imported transfers, etc. tn- Line B6 - Planned Import: Santa Ana inputs amount of water it expects to purchase from Metropolitan to meet retail demand. Line B7 — Total Retail Demand: Spreadsheet calculates Santa Ana's entire retail demand, i.e., Planned Groundwater Production, plus All Other Local Sources, plus Planned Import. ® Line B8 — Estimated Monthly In -lieu Credit (Underproduction): Spreadsheet calculates planned monthly groundwater underproduction, i.e., Baseline less Planned Groundwater Production. If positive, indicates water being stored. If negative, indicates water being taken out of storage (overproduction). Section C — Actual -to -Date and Planned Operations: Initially completed with the identical information as Section B — Planned Annual Operating Plan, Section C calculates actual In -Lieu Treated Deliveries, updates projections shown in Section B with actual operational data, and is used to revise projected operations, as needed, based on actual operations to date. Monthly In - lieu Treated Delivery credit is applied to the volume difference between the Santa Ana's Baseline and actual Groundwater Production. Santa Ana is expected to update this form whenever In -Lieu Treated Deliveries are certified. Updates should include actual deliveries of groundwater, other local supplies and imported deliveries that have occurred during the operating period. Updates should also include any anticipated changes in projected groundwater production, local supply production, imported water deliveries, and retail demands as a result of actual operations to date. When certifying Monthly In -lieu Treated Deliveries Credit, please mark any box(es) above the month(s) where adjustments have been made to In anned operations in Lines (C4), (C5), or (C6). In addition, mark any box(es) below the Monthly In -Lieu Credit where Actuals to Date have been determined #11707vl 25E-12 P Line Cl - Adjusted Baseline: This line carries forward Santa Ana's Adjusted Baseline calculated in Line A6. '9� Line C2 - Actual Monthly Production Capability: Santa Ana specifies the actual well capability available for the month being certified and, as needed, updates projected well capability for the remainder of the operating period. Line C3 - Baseline: Spreadsheet calculates monthly Baseline, i.e., the lesser of the Adjusted Baseline or Monthly Production Capability. Line C4 - Groundwater Production: Santa Ana inputs amount of groundwater actually produced during the operating period and, as needed, updates projected groundwater production for the remainder of the operating period. Line C5 — All Other Local Sources: Santa Ana inputs local supplies actually produced during the operating period and, as needed, updates local supplies projected for the remainder of the operating period. i%fl Line C6 - Import: Santa Ana inputs imported water purchased from Metropolitan to meet retail demand during the operating period and, as needed, updates imported water projected for the remainder of the operating period. Q Line C7 — Total Retail Demand: Spreadsheet calculates Santa Ana's retail demand, i.e., Groundwater Production plus Other Local Sources plus Import. Line C8 - Monthly Underproduction: Spreadsheet calculates monthly groundwater underproduction, i.e., Baseline less Groundwater Production. If positive, indicates water being stored. If negative, indicates water being taken out of storage (overproduction). Line C9 - Cumulative Underproduction: Spreadsheet sums monthly underproduction through each month of the operating period beginning at the end of the operating period (June). Line C10 - Monthly In -lieu Credit: Spreadsheet calculates amount of monthly In -lieu Treated Deliveries to be certified limited by Monthly Production Capability and Imported water. Worksheet 2 - Monthly Certification for Delivery of In -Lieu Cyclic Water Worksheet 2 must be submitted by Santa Ana for each month that it wishes to certify In -Lieu Treated Deliveries. On each certification, Santa Ana must indicate their name, the identity of the retail agency delivering the water, if applicable, and the month in which the operation occurred. In addition, Santa Ana must sign and date each certification submitted to Metropolitan. #11707vl 25E-13 Santa Ana should use Worksheet 2 to certify In -Lieu Treated Deliveries. In addition, for billing and crediting purposes, Santa Ana should also certify the service connections through which the delivery was made and the amount of water to be certified as on each service connection. Individual lines on this form should be completed as follows: Line C3 - Baseline: Santa Ana inputs Baseline value shown in line C3 of Worksheet 1. rn- Line C4 - Groundwater Production: Santa Ana inputs value shown in C4 of Worksheet 1. Q Line C8 — Actual Underproduction: Spreadsheet calculates underproduction occurring in the month being certified. 47 Line C2 — Monthly Production Capability: Santa Ana inputs Production Capability shown in line C2 of Worksheet 1. Line C6 — Monthly Actual Imported Deliveries: Santa Ana inputs Monthly Actual Imported Deliveries shown in line CS of Worksheet 1. The sum of volumes certified by service connection shall be equal to the input for Monthly Actual Imported Deliveries on Line C6. #11707vl 25E-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE AGREEMENT WITH KAPSCH TRAFFICCOM USA, INC., FOR SCADA SYSTEM MAINTENANCE IN THE AMOUNT OF $250,000 [NON -GENERAL FUND] {STRATEGIC PLAN NO. 6, 1C} CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize an agreement with Kapsch TrafficCom USA, Inc., to provide software support and maintenance for the City's water production facilities' Supervisory Control and Data Acquisition System, for a three-year period beginning November 5, 2019, and ending November 4, 2022, with provisions for two one-year renewals exercisable by the City Manager and City Attorney, in an annual amount not to exceed $50,000 per year, for a total agreement amount not to exceed $250,000, including the optional renewals, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Water Resources Division currently operates 20 active water wells and 7 water pumping stations to supply the City's drinking water. These facilities are controlled by a Supervisory Control and Data Acquisition (SCADA) system. Kapsch TrafficCom USA, Inc. (Kapsch), installed the existing SCADA system in 1992 and upgraded it in 2000. The SCADA system uses remote programmable controllers at each water production site to communicate with a central computer system located at the City Corporate Yard to remotely operate the City's water wells, pumps, and reservoirs. When the remote controllers and monitoring sensors are triggered, the SCADA system sends out alarms via a short messaging service (aka SMS or "text message") that notifies staff of the pump, well, and/or electrical irregularities in the City's water production system. Staff will then investigate and correct any problems, quickly saving time, labor, and cost by correcting malfunctions and minimizing inefficiencies and damage. This agreement includes annual software support and system maintenance. Services include providing the City with telephone assistance, system training, and as -needed, on -site service for hardware- or software -related issues that cannot be resolved via telecommunications. 25F-1 Agreement with Kapsch TrafficCom USA, Inc., for SCADA System Maintenance November 5, 2019 Page 2 Due to the proprietary nature of the software, Kapsch TrafficCom USA, Inc., is the only vendor that can fully support the system and provide immediate response in the unlikely event of a catastrophic system failure. As such, staff recommends that Kapsch TrafficCom USA, Inc., be retained to provide all required upgrades, system maintenance, and programming improvements for a continued reliable system. An agreement with Kapsch had previously been approved by Council on January 15, 2019; however, the agreement was never executed due to Kapsch's decision not to accept the City's standard agreement liability terms. Kapsch identified that the City's standard liability clause was not appropriate due to the nature of services provided, namely software support. Staff concurred and renegotiated the limit of liability down from $1,000,000 to $300,000. The revision constitutes a substantive change to the version of the agreement approved by Council on January 15, 2019, and as such must be reapproved. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the Fiscal Year 2019-20 Water Production and Supply Account (No. 06017640-62300) and will be budgeted in subsequent fiscal years as follows: Fiscal Accounting Unit — Fund Accounting Unit, Account Amount Year Account # Description Description Contract 3-Year Term Water Utility Water Production FY 19-20 06017640-62300 Water & Supply, Contract Services- $30,000 Nov. -June Professional Water Utility Water Production FY 20-21 06017640-62300 Water & Supply, Contract Services- $50,000 July - June Professional FY 21-22 Water Utility Water Production 06017640-62300 Water & Supply, Contract Services- $50,000 July — June Professional 25F-2 Agreement with Kapsch TrafficCom USA, Inc., for SCADA System Maintenance November 5, 2019 Page 3 Fiscal Accounting Unit — Fund Accounting Unit, Account Amount Year Account # Description Description FY 22-23 Water Utility Water Production 06017640-62300 Water & Supply, Contract Services- $20,000 July — Nov. Professional TOTAL 3-YEAR TERM: $150,000 Renewal Option 2-Year Term Water Utility Water Production $30,000 FY 22-23 06017640-62300 Water & Supply, Contract Services - Nov. -June Professional Water Utility Water Production $50,000 FY 23-24 06017640-62300 Water & Supply, Contract Services - July - June Professional Water Utility Water Production $20,000 FY 24-25 06017640-62300 Water & Supply, Contract Services - July — Nov. Professional TOTAL 2-YEAR RENEWAL OPTION: $100,000 TOTAL AGREEMENT: $250,000 Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency FSS/NS/RR Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25F-3 AGREEMENT TO PRCVIDE SUPPORT,MQ) P,'Al1%ITE10INCE SERVICES FOR SCAL`A SYSTEM SOFTWARE THIS AGREEMENT is made and entered into this 5th day of November, 2019 by and between Ifapsch TraffieCom USA, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. The City has previously purchased from Contractor support and maintenance services for the Supervisory Control and Data Acquisition System (SCADA) software utilized by the Water Resources Division of the Public Works Agency for the City's water production facilities. B. The City desires to purchase from Contractor additional support and maintenance services and other related components. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 Contractor shall perform the services that are described in Contractor's proposal that is attached and fully incorporated as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $50,000, which is comprised of (1) the annual allocations stated in Exhibit A and (2) a contingency in the amount of the remaining balance 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. pa-: I ors 25F-4 3. TERM This Agreement shall commence on the date first written above and terminate on November 4, 2022, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for up to two t-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor 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, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor 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, S. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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 Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page' of 8 25F-5 'NSURANC4, Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial Gencral Liability Insurance. Contractor 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 Contractor's 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, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor 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, C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in hall force and effect for the entire period covered by this Agreement. {i1) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (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 Contractor, without thirty (30) days prior written notice to the City. Pagc 3 of 25F-6 (iv) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor 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 Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor 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. IF*1DEiMN1FICATION Contractor agrees to defend, and shall 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 operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section i of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. L7Tv TTA 10N OF LIABILTY Notwithstanding anything else contained in this Agreement, excepting compliance with the confidentiality provisions herein, in no event shall either party be liable to the other party or to any other person for any indirect, consequential, incidental, special, or punitive damages, including without limitation, any loss of use or production, or any loss of data, profits or revenues, or any claims raised by customers of City, regardless of the form of action (whether for breach of warranty, breach of contract, or in tort) and whether advised of the possibility of such damages or not. Contractor's liability is limited to City's actual direct damages, and shall not exceed $300,000. P a ,, c 4 <,rs 25F-7 10. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor 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 Contractor to the City pursuant to this Agreement. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Contractor without reference to information disclosed by the City. 13. CONFLIC3' OF INTEREST CLAUSE Contractor 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, 14. NOT ICE Any notice, tender, demand, dcliN a*-, or other communication pursuant to this Agreement shall be in evriting and shall be deemed to be properly given if delivered in person or mailed by Pale? ofC 25F-8 first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 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 Contractor; Kapsch TrafficCom 4256 Hacienda Drive, Suite 100 Pleasanton, CA 94588 Attn: Philip Jacobs 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. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor 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 Contractor, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Pa �060lS 25F-9 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 17. WAIVEI? 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. lg. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NON-BI5CRIN1INATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. 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 fare ? of s 25F-10 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. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. 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. 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: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORDO SONIA R. CARVALHO Citv Attomev qq�� r By: _ll V. n M. Funk ssistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director, Public Works Agency P I-C 1 of CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR 'am : for ' avid Gumpel Title: General Manager, PMO D&O 25F-11 EXHIBIT A Kapsch TrafficCom USA, Inc. l�aPEC-17 October 7, 2019 City of Santa Ana Public Works Division 220 S. Daisy Ave Santa Ana, CA 92703 Attention: Mr. Cesar E. Barrera Reference: City of Santa Ana Water SCADA System Subject: Kapsch TrafficCom USA, Inc. DYNAC SCADA System Maintenance and Service Contract Dear Mr. Barrera: Kapsch is pleased to respond to your request for the above referenced Maintenance and Service Contract Proposal, The term of the contract will be from November 5, 2019 to November 4, 2022, The following paragraphs comprise the terms and conditions upon which the Maintenance and Service Contract will be based. Software Mainienance a) Each year Kapsch will provide two, 2-day on -site visits (32 hours total) preventative software maintenance for the SCADA System servers and workstations. Services will include general system diagnostics as provided with original installation, file and disk management, software backup and archiving, etc. Any additional time requested will be billed at our published Professional and Support Services rates. Accepted: $ Included Gtandard Telephone Support a) Kapsch's Applications Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of PLCIRTU software provided by Kapsch. b) Kapsch's Software Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of the DYNAC SCADA software provided by Kapsch. c) Kapsch's Software Engineering staff will be made available for telephone and modem support to remotely diagnose, troubleshoot and resolve any problems found in the DYNAC SCADA software provided by Kapsch. d) Client personnel will be required to work with Kapsch personnel via telephone as needed to ensure that any reported problem may be accurately diagnosed. Total Standard Telephone Support Accepted: $ Included K,,dk T,d ti Cc ,, USA h,. I e26a H,,r d� r ,9 s,ne ," I Pi, , ',Won cA 9<�M 11 „",,,. re2s, 7z5-+ecOI r , la_ "__-1 0,01 o:,, 25F-12 Kapsch TrafficCom USA, Inc H ird,w ar.- kapscrp > City of Santa Ana Oct 7, 2019 Page 2 of 4 a) On a bi-annual basis, Kapsch will provide on -site preventative hardware maintenance for the SCADA System servers, workstations and peripheral devices. Services will include general system diagnostics as provided with original installation, cleaning, consumables replacement (i.e. changing printer ribbon), etc. Accepted: $ Not -included b) Kapsch will provide for repair or replacement of the SCADA System servers, workstations and peripheral devices via service sub -contracts with original equipment manufacturers or their authorized representatives. Availability of these services will be based upon the terms and conditions of the manufacturers' standard contracts. Accepted: $ Not included ttliaintenance and Service Requests All maintenance and service requests shall be documented by the Client (i.e. fax, memo, etc,) for future reference and administrative purposes. All maintenance and service requests shall be acknowledged in writing by Kapsch, including diagnosis and corrective actions taken. All on -site services provided will be documented on field service reports which will be submitted to the Client daily as services are provided. cat ncard i?,chec uling and nvaiiabolity a) Kapsch personnel will be generally available during normal working hours, 8:00am - 5:00pm, Monday through Friday. Scheduling of maintenance and service work will be based upon current personnel schedules and availability (i.e. at the time of any given request), and the priority of the request. Priorities for maintenance and service requests will be determined on a case -by -case basis. b) Kapsch personnel will also be available for on -call telephone consulting and troubleshooting services outside the normal work schedule defined above. Rates for each year are:- 2020 $ 26,250 2021 $ 27,500 2022 $ 28,900 $ 82,6S0 Accepted: $82,650 PrifcsalOi 2: anO E-ap ice s c) Additional services - DYNAC SCADA system programming and/or materials provided on request will be billed at our published Professional and Support Services rates on a Not to Exceed (NTE) basis. Accepted: NTE $67,350 Kapsch TmffiaCum USA, I ri(.I42J6 Hacien I. D ec Suite 1C9 1 I..anloq CA a 3., PVoi o. t 225 1000I F a, 19251 22F191 ^ ka,U,. tor 25F-13 _ M Kapsch TrafficCom USA, Inc. .I�i-y City of Santa Ana Oct 7, 2013 Page 3 of 4 Resident fNaintenance and service Personnel a) One resident Kapsch Service Engineer will be assigned on a full-time basis to perform preventative and corrective maintenance on -site during normal working hours based upon an 8-hour/day, 40-hour(week schedule. The starting time of daily shifts will be in accordance with normal Client maintenance personnel. Accepted: $ Not included One resident Kapsch Service Engineer will also be available for on -call telephone consulting and troubleshooting services, outside the normal work schedule defined above. All services provided upon an on -call basis will be billed per Kapsch's published Professional and Support Services rates. Accepted: Time & Material Not Included Billing a) The fixed price amounts) quoted above are due upon acceptance of the Contract and will be invoiced in full based upon Net 30 payment terms. b) An authorized purchase order for the total amount of all fixed price option(s) selected is required prior to any services being rendered. c) The duration of the Contract will be 36 months from November 5, 2019. The Contract can be renegotiated and renewed on a yearly basis thereafter. In addition, optional Standard Scheduling and Availability and Miscellaneous Professional and Support Services are offered for years 2023 and 2024. Rates for each year will be:- 2023 $30,400 plus $19,600 2024 $31,900 plus $18,100 Conlraet °:ecep ncr Kapsch, Inc. Client authorized signature title date authorized Signature title date Kapsch TrVfi,Co,, usn i.,c I 42P3 Gcemlao , iao l P�easamm�. c� 9tr ,,snol 2)r, 151CI e,«h �o,r 25F-14 Kapsch TrafficCorn USA, Inc. I ka- PSC17 City cf Santa Ana Oct 7, 2019 rage 4 of 4 Kapsch looks forward to your favorable review of this proposal. If this proposal is deemed acceptable, please initial each option desired and sign and date both copies and return them to Kapsch as soon as possible. An executed copy will be returned to you for your records. If you have any questions or concerns regarding this proposal please contact the undersigned at our Pleasanton, CA, facility. Yours Truly, Kapsch YrafficCom, USA, Inc. David Gumpel General Manager, PMO Delivery & Operations Attachment (1) Professional and Support Services Kapsch 1,0f,,Co USA. Inv i 2 r 1H .... 1(c I PI I. Moil, (. .4`,HS Phone y 2251C-'O I � t'2- 225-101 li I kxpsch corn 25F-15 Kapsch TrafficCom %�aPS 17 > challenging limits Page 1 PROFESSIONAL AND SUPPORT SERVICES Kapsch is pleased to provide the following categories of services' PROFESSIONAL SERVICES Division/Department Manager $275,00 Sr. Project Manager 225.00 Project Manager 190.00 Sr. Software Engineer 220.00 Software Engineer 175.00 Sr. Systems Engineer 190.00 Systems Engineer 1%00 Applications Engineer 115.00 Field Specialist 145.00 Field Technician 125.00 Designer/Draftsperson 110.00 Administrative Support 105.00 Project Cost Controller 120.00 Scheduler 95.00 Health, Safety, Security, Environment, Quality Mgr. 235.00 Health, Safety, Security, Environment, Quality 115.00 Shop Labor 88.00 System Engineer 2 (Urban) 170.00 Solution Expert (urban) 220.00 FIELD SERVICES Field Services supplied to customers not covered by an established Contract Service Agreement or services as requested by a customer for a specific day, time or reason, outside the scheduled service provided under a Contract Service Agreement. Service and Travel Time Portal to Portal (See Note). a. Std. work hours 8:00 a.m. to 5:00 p.m. Standard Rate per I and III b. Saturday and hours other than 8:00 a.m. to 5:00 p.m. 1.5 times Standard Rate c. Sundays and Legal Holidays Double Standard Rate Note: The base location for travel time will be Kapsch's nearest service office. Minimum service charge will equal 4 hours at appropriate service rate. Kapsch TraBicCon, USA, Ina, 1 4256 Hacienda Drive. Suite IDO I Pleananion. CA 94588 1 Phone 925 225IWO I Fax 925 2251610 1 m .kapsch.us Rev. 04-01-19 25F-16 Kapsch TrafflcCom kap, FF ,l r.Rallenrying limits Page 2 Ip, SHOP FABRICATION SERVICES Shop fabrication services are available at a shop rate of $80,00 per hour. Materials will be invoiced at cost plus 25%. Normal shop expenses are included within the above rates; however, additional expenses such as freight, travel, etc., will be billed at cost. Shop/field calibration, acceptance testing, start-up, etc., are considered field services and will be charged at the appropriate field service rates. IV. KAPSCH'S PERSONNEL RATES Normal labor charges will be at the hourly rates shown in the above tables for each labor classification. Time in excess of 8 hours per day or 40 hours per week is termed overtime. When client authorized, overtime rates are 1.5 times normal rates. Rates are in USD. Rates are not valid for prevailing wage work. Quoted rates are subject to reasonable adjustment after August 31, 2016. V. SUBCONTRACTED WORK When it is necessary to supplement our staff with consultants or outside subcontractors, these services are billed at our cost plus 15%. Vi. EXPENSES Additional expenses are charged at cost plus 15%. These reimbursable costs include, but are not limited to; Travel (air fare, auto rental, public transportation and subsistence) Use of company vehicles ($90/day) and employee cars ($0.65/mile) Equipment rental or purchase Long distance and cellular telephone, fax , postage, courier and reproduction work Applicable sales taxes and freight charges Vill. MATERIALS Material is charged at list price plus 15%. Applicable sales, excise taxes, fees and freight charges are added as applicable. Vlll. DOCUMENTATION All agreed upon documentation including manuals, drawings and reproductions, will be furnished to the client during or at the close of the job. We reserve the right to retain either originals or reproductions of all of our work for our files. Kapscl Traffic Con, USA, Inc 142 Ln exile 06I FI .a, ml Cr.4t6d I Phone 92522516^0I F-' .25225'51. I '..k,,s t ,, 25F-17 25F-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING WITH THE VERA INSTITUTE OF JUSTICE FOR THE SAFE CITIES NETWORK AND AMENDMENT TO THE AGREEMENT WITH IMMIGRANT DEFENDERS LAW CENTER FOR IMMIGRATION LEGAL DEFENSE SERVICES CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Amend the Memorandum of Understanding between the Vera Institute of Justice and the City of Santa Ana, related to the City's participation in the SAFE Cities Network, to extend the term for an additional one year through October 31, 2020, subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Amend the agreement with Immigrant Defenders Law Center to provide immigration legal defense services to Santa Ana residents, in the amount of $6,667 a month and extend the agreement term for an additional one year through October 31, 2020, subject to non - substantive changes approved by the City Manager and City Attorney. BACKGROUND The Vera Institute of Justice (Vera) is an independent, non-profit national research and policy organization whose goal is to "[work] with governments to build and improve justice systems that ensure fairness, promote safety, and strengthen communities." The Safety and Fairness for Everyone (SAFE) Cities Network is an initiative that provides catalyst grant funding for trained legal service providers to represent immigrants facing deportation, or removal proceedings. Immigrant Defenders Law Center (ImmDef) is a legal service provider with offices located in Los Angeles and Santa Ana that provides removal defense services. ImmDef was selected by the City of Santa Ana in September of 2017, following an RFP process, as the preferred legal service provider due to their extensive experience in providing immigration legal defense using the universal representation model. Universal legal representation refers to a removal defense 25G-1 Amend MOU with Vera Institute of Justice; Amend Agreement with ImmDef Law Center November 5, 2019 Page 2 model that does not prohibit services to any categories of immigrants in removal proceedings other than those based on income requirements. The only criteria ImmDef will use to screen clients for Santa Ana's universal legal representation program is an income eligibility requirement of 200% or below of the federal poverty guidelines, and a Santa Ana residency requirement. DISCUSSION On October 17, 2017, the City Council approved a Memorandum of Understanding (MOU) with Vera's SAFE Cities Network (VERA) for grant funding eligibility for removal defense services, technical assistance and training, and data collection and research support. At the same meeting, the City Council also approved an agreement with ImmDef to serve as the City's legal service provider (LSP) for the implementation of a universal legal representation pilot program. The pilot program was funded via $65,000 in City funds appropriated by the City Council solely for Santa Ana residents and $100,000 in Vera one-time grant funds for detained removal defense. Vera's grant funds prioritize Santa Ana residents, however may also be used to support removal defense for Orange County residents if additional capacity exists. ImmDef's Santa Ana universal legal representation program opened its Santa Ana office adjacent to the Legal Aid Society of Orange County at 2121 N. Tustin Avenue and became fully staffed and operational in March 2018. Since becoming operational, ImmDef has initiated representation of 44 Santa Ana residents in removal proceedings. Eleven (11) cases have closed, which includes three (3) Santa Ana residents who obtained relief from removal. The other 33 cases remain pending on both the detained and non -detained dockets. ImmDef's clients represent a wide cross-section of Santa Ana residents, including single mothers, fathers, homeless individuals, youth, the elderly and victims of domestic violence. Client examples include a long-time Santa Ana resident single mother fleeing domestic violence, a father of 6 U.S. citizen children, and a young man fleeing his abusive father in his home country. The universal representation model allows ImmDef to provide full -scope removal defense assistance to individuals, regardless of the immigration relief available. Whereas most traditional legal service programs identify eligibility for representation through screening for viable immigration relief, ImmDefs model ensures each client, regardless of potential relief, is given an opportunity to be heard. ImmDef works closely with community -based organizations such as Building Healthy Communities, legal service providers, and other immigration advocates to ensure that the Santa Ana community is made aware of its legal services. Additionally the City of Santa Ana has launched a universal legal representation webpage to inform the community of our partnership with ImmDef, to help bring awareness of the program, and to share progress updates and data collected by Vera. On October 16, 2018, the City Council approved an amendment to the MOU with Vera for an additional year through October 31, 2019. At that same meeting, the City Council also approved an amendment to ImmDef's agreement to provide an additional $80,000 for immigration legal defense services to Santa Ana residents. 25G-2 Amend MOU with Vera Institute of Justice; Amend Agreement with ImmDef Law Center November 5, 2019 Page 3 As part of the 2019-20 Budget adoption process, the City Council majority approved an additional $200,000 to continue universal legal representation efforts. Given the substantial increase in funding for universal representation services, staff is proposed to issue a new Request for Proposals (RFP). Staff has been working closely with VERA to prepare the RFP and VERA will be issuing the RFP on the City's behalf, following the same model that was done in 2017. As such, staff is recommending that the MOU with Vera be extended for an additional one-year period in order to continue receiving technical assistance and training, data collection and research support through October 31, 2020. The RFP process will take a few months to complete. In order to avoid an interruption in providing these services to Santa Ana residents staff is also recommending to extend the agreement with ImmDef for an additional 12 months, or until the RFP process has been completed and a new provider has been selected. Staff is proposing to continue to fund ImmDef at the same level as FY 18-19, which equates to $6,667 a month or providing services to approximately 1.4 clients per month. ImmDef anticipates the case cost to remain at $4,125 to $4,722, which is identical to the case cost during the previous funding period. The actual number of Santa Ana residents served will depend on many factors such as: the number of individuals who have no relief available to them or who seek voluntary departure, the number of individuals whose cases proceed to a trial (merits hearing) while detained versus clients released on bond, and the level of cooperation from the Executive Office for Immigration Review or U.S. Immigration and Customs Enforcement in assisting with client accessibility and case calendaring. FISCAL IMPACT Funds in the amount of $80,004 are available for expenditure in FY 2019-20 in the City Manager's Office - Contract Services -Professional account (no. 01105015-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Second Amendment to the Vera Institute Memorandum of Understanding 2. Second Amendment to the Immigrant Defenders Law Center Agreement 25G-3 SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING WITH THE VERA INSTITUTE OF JUSTICE FOR SAFE CITIES NETWORK THIS SECOND AMENDMENT to the above -referenced agreement is entered into on November 5, 2019, by and between the Vera Institute of Justice ("Vera"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Memorandum of Understanding No. A-2017-286, effective October 17, 2017, by which Vera agreed to support the City of Santa Ana in establishing a program of publicly funded legal services for removal defense ("MOU"). B. By the MOU, Santa Ana became a participant in Vera's Project entitled "The SAFE Cities Network," a diverse group of local jurisdictions around the country committed to due process and providing legal representation to immigrants facing deportation and keeping communities strong and safe. The MOU memorializes the agreed -upon principles for the Project and the contributions of both Vera and the City. C. On October 16, 2018, the parties entered into a First Amendment of the MOU, No. A-2018- 249, whereby they agreed to extend the term of the MOU until October 31, 2019. C. The parties now wish to amend the MOU by extending the term of the MOU for an additional one year until October 31, 2020. The Parties therefore agree: 1. Section 1, Mutual Understandings and Commitments, is amended to extend the term of the MOU through October 31, 2020. 2. Except as modified by this Second Amendment, all terms and conditions of the MOU, as amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the MOU on the date and year first written above. ATTEST DAISY GOMEZ, CMC Clerk of the Council CITY OF SANTA ANA KRISTINE RIDGE City Manager Signatures continue on next page - #14502v1 25G-4 APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: &,,� 'k - �WA - L1 LAURA A. ROSSINI Senior Assistant City Attorney VERA INSTITUTE OF JUSTICE Name: Title: #14508v2 25G-5 i0a:11-111 a SECOND AMENDMENT TO GRANT FUNDING AGREEMENT FOR LEGAL SERVICES THIS SECOND AMENDMENT to the above -referenced agreement is entered into on November 5, 2019, by and between Immigrant Defenders Law Center ("Grantee"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Grant Funding Agreement for Legal Services No. A-2017-287, effective November 1, 2017, by which the City provided funding to Grantee for the provision of removal (deportation) defense services that contribute to the protection of families of Santa Ana immigrant populations ("Agreement"). B. The Agreement was amended by the parties on October 16, 2018. Pursuant to the First Amendment, the term of the Agreement was extended through October 31, 2019 and additional funding of $85,000 was allocated for services pursuant to this Agreement. C. The Agreement remains in effect through October 31, 2019, and the City wishes to provide additional funding to Grantee for the continuation of such services through October 31, 2020 and include a provision for termination of services with thirty (30) days' notice to Grantee. D. The parties now wish to amend the Agreement accordingly. The Parties therefore agree: 1. Section 1, Program of Legal Services, the scope of services to be provided by Grantee as described in Exhibit A to the First Amendment to the Grant Funding Agreement for Legal Services remains the same as to the proposed program model and the type of legal services provided pursuant to the funding. 2. Section 2, Term of Agreement, is amended to extend the term of the Agreement through October 31, 2020. 3. Section 3, Use of Grant Award; Payment, is amended to include additional funding in the amount of $6,667 per month for a total not to exceed amount of $80,004 from November 1, 2019 to October 31, 2020. 4. Section 12, Suspension or Termination, is amended to include a provision that this Agreement may be terminated by City with thirty (30) days' written notice to Grantee. 5. Except as modified by this Second Amendment, all terms and conditions of the Agreement shall remain in full force and effect. #14547v2 25G-6 i0a:11-111 a IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST DAISY GOMEZ, CMC Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: A j`u YY�Y�L LAURA A. ROSSINI Senior Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager IMMIGRANT DEFENDERS LAW CENTER Name: Title: 25G-7 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: ADOPT A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF GAS TAX REVENUE REFUNDING BONDS, SERIES 2019; MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH {STRATEGIC PLAN NO. 4, 2D} is/ Kristine Ridge CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 211d Reading ❑ Implementing Resolution ❑ Set Public Hearing For Wis]►111►111101i[w FILE NUMBER 1. Adopt a Resolution authorizing the Issuance of the City of Santa Ana Gas Tax Refunding Bonds, Series 2019 ("the Bonds") in connection with the proposed refunding of the Gas Tax Revenue Certificates of Participation, Series 2007. 2. Authorize the execution of and approving a form of the Indenture of Trust, Escrow Agreement, Preliminary Official Statement, Bond Purchase Agreement and Continuing Disclosure Agreement. 3. Authorize the transfer of the reserve account of the Series 2007 Certificates of Participation ("COPs") in the amount of approximately $4,335,179, or the amount reflected upon closing, to the respective fund and to apply such proceeds to maximize the savings on the refunding. BACKGROUND On December 26, 2007, the City of Santa Ana (the "City") issued the Gas Tax Revenue Certificates of Participation, Series 2007 ("2007 COP") in the amount of $68,010,000 with a final maturity on January 1, 2040. The 2007 COPS financed local roadway projects, including but not limited to: grind and overlay, reconstruction, critical repair of sidewalks, curbs and gutters, and street resurfacing projects within the City. The City completed most of the improvements by 2012. Gas Tax revenues allocated to the City secured the original 2007 COP. The City's ability to pledge gas tax revenues toward the repayment of the 2007 COP was legally validated in Orange County Superior Court on November 16, 2007. On July 25, 2019, the City received correspondence from the Chief Counsel to California State Controller, reauthorizing the pledge of gas tax revenues for the refinancing of the 2007 COPS. On September 3, 2019, the City Council approved consulting agreements for the financing team to move forward with refinancing. 55A-1 Resolution of the City of Santa Ana Authorizing the issuance and Sale of Gas Tax Revenue Refunding Bonds November 5, 2019 Page 2 The City's 2007 COP have a current outstanding obligations totaling $56 million (as June 30, 2019), and the refinancing is expected to generate interest rate savings for the City. DISCUSSION The municipal interest rate environment continues to be at favorable levels. By issuing the Bonds to refinance the outstanding principal of the 2007 COP, the City is expected to generate cash flow savings of approximately $18.4 million (approximately 20% net present value ("NPV") savings) over the life of the bond (average annual savings of approximately $916K), without extending the current maturity date. The City's Debt Management Policy requires at least 3% savings for a refinancing. To maximize the savings, the City will contribute cash from the existing reserve account (approx. $4.3M) from the 2007 COPS to the refunding escrow for the 2019 Bonds. These figures assume the use of the reserve fund, a surety policy, and bond insurance; and are subject to bond market conditions at the time of the sale. The principal amount of the refinanced Bonds will be approximately $44 million, approximately $12 million less than the current outstanding obligation. The 2007 COPS may be redeemed on any date. The City will deposit the refunding proceeds into a short-term escrow account in order to call the 2007 COP on the earliest date possible. Refunding Bond Structure The Bonds will be structured as refunding obligations issued by the City. The City is authorized pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 et seq. and Section 53580 et seq. of said Code (the "Bond Law"), to issue the Bonds for the purpose of refunding any outstanding indebtedness of the City which is payable from the revenues of the Gas Tax Fund. In addition, contingent on prevailing market conditions at the time of sale, the Bonds may be structured with bond insurance and a surety policy. The City financing team anticipates setting a date to price and sell the Bonds and determine the final interest rate structure in late November 2019. DOCUMENTS TO BE APPROVED Approval of the Resolution and related bond documents, which have been reviewed by Bond Counsel, will authorize the execution of the following documents: • Indenture of Trust - This document contains the terms of the Bonds, including payment and redemption provisions, definition and pledge of Revenues to pay the Bonds, Rights and Duties of the Trustee, remedies upon a default in the payment of the Bonds, and final discharge of the Bonds and other related matters. • Escrow Agreement - This document contains terms by which the Trustee will hold 2019 Refunding Bond proceeds on the behalf of the owners of the 2007 COPs to pay and discharge all the 2007 COPS on the call date. • Preliminary Official Statement - This is the City's document pursuant to which the Bonds will be offered for purchase by the public. This document must contain all facts material to 55A-2 Resolution of the City of Santa Ana Authorizing the issuance and Sale of Gas Tax Revenue Refunding Bonds November 5, 2019 Page 3 the Bonds and the City (with certain permitted exceptions to be completed in the final Official Statement) and must not omit any such material facts. • Bond Purchase Agreement - This document contains the obligation of the underwriter to accept and pay for the Bonds, provided that all of the covenants and representations of the City are met and certain other conditions excusing performance by the underwriter do not exist. • Continuing Disclosure Agreement - This document outlines the City's requirements to provide certain annual reports to investors in order to allow the underwriter to comply with federal securities laws. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal $4 — City Financial Stability, Objective #2, Strategy D (Conduct an assessment of the City's debt and refinancing options to achieve savings). FISCAL IMPACT All costs associated with this transaction will be paid at closing with proceeds from the refunding 2019 Bonds. The proposed 2019 Bonds will generate an estimated cash flow savings of approximately $18.4 million or 20% NPV savings over the life of the bond, net of all costs related to the issuance of this debt, and the term of the Bonds will not exceed the term of the 2007 COP being refunded. The source of repayment for the Bonds is the City's Gas Tax revenue from the State's Highway Users Tax Account. Additionally, upon Council authorization, staff will transfer the 2007 COPS reserve account to the trustee for this transaction (US Bank National Association) and place it into the respective fund for the 2019 Bonds. The balance at September 30, 2019 is $4,335,179 (general ledger account 02917002-15115); however, the actual amount to transfer will be the amount available as of the closing transaction date (late November 2019). Annual payment of Debt Service for FY 2019-20 through FY 2039-40 will be budgeted and paid from 02917021-67300 (principal) and 02917021-67310 (interest). 55A-3 Resolution of the City of Santa Ana Authorizing the issuance and Sale of Gas Tax Revenue Refunding Bonds November 5, 2019 Page 4 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Resolution 2. Indenture of Trust 3. Escrow and Deposit Trust Agreement 4. Preliminary Official Statement 5. Bond Purchase Agreement 6. Continuing Disclosure Agreement 55A-4 EXHIBIT 7 RESOLUTION NO. 2019-xxx RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE AND SALE OF GAS TAX REVENUE REFUNDING BONDS, SERIES 2019 TO REFINANCE OUTSTANDING OBLIGATIONS, AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, AND AUTHORIZING EXECUTION OF AND APPROVING RELATED AGREEMENTS AND OFFICIAL ACTIONS 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 conclusively finds, determines and declares as follows: WHEREAS, the Santa Ana Financing Authority (the "Authority") caused to be executed and delivered its $68,010,000 Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Project) (the "2007 Certificates"), pursuant to a Trust Agreement, dated December 1, 2007, by and between the Authority and the trustee named therein (the "2007 Trust Agreement'), for the purpose of financing street pavement improvements for the City; and WHEREAS, the 2007 Certificates were secured in part by payments to be made under an Installment Sale Agreement (the "2007 Installment Sale Agreement'), dated as of December 1, 2007, between the City and the Authority; and WHEREAS, on November 16, 2007, the City was granted a favorable judgment in Case No. 07CCO9172 with respect to the issuance of the 2007 Certificates, the 2007 Trust Agreement, the 2007 Installment Sale Agreement and the pledge of the Gas Tax Revenues to make Installment Sale Payments thereunder; and WHEREAS, the City, after due investigation and deliberation, has determined that it is in the interests of the City at this time to provide for the issuance of gas tax revenue refunding bonds for the purpose of prepaying the 2007 Certificates and to prepay the 2007 Installment Sale Agreement, and to that end the City Council desires to approve and authorize the issuance of its City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 (the "Bonds") for such purposes; and WHEREAS, the City is authorized pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 et seq. and Section 53580 et seq. of said Code (the "Bond Law"), to issue the Bonds for the purpose of refunding any outstanding indebtedness of the City which is payable from the revenues of the gas tax fund, and the City Council has determined that it is in the interests of the City at this time to provide for Resolution No. 2019-xxx Page 1 of 6 55394.00055\32329888.4 #13276v2 55A-5 the issuance of the Bonds under the Bond Law to prepay the 2007 Certificates and to prepay the 2007 Installment Sale Agreement; and WHEREAS, the City has determined that the Bonds will be sold to Ramirez & Co., Inc., as Underwriter, and there has been presented to the City a form of bond purchase contract (the "Bond Purchase Contract'); and WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) ("SB 450") requires that the City Council obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorization of the issuance of bonds, including debt instruments such as the Bonds, with a term 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 Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the 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 Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds; and WHEREAS, it is anticipated that the Bonds will be issued with fixed interest rates, as tax-exempt bonds, and that the proceeds of the Bonds will be applied pursuant to the provisions of the Indenture as finally executed and delivered (i) to prepay all of the 2007 Certificates; (ii) to fund a debt service reserve fund, and (iii) to pay costs incurred in connection with the issuance of the Bonds; and WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the issuance and sale of the Bonds and all other agreements and documents relating thereto; NOW, THEREFORE, it is hereby ORDERED, RESOLVED and DETERMINED, as follows: Section 2. Issuance of Bonds. The City Council hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law and an Indenture of Trust (the "Indenture") by and between the City and U.S. Bank National Association, as trustee, so long as the combined net present value savings to be achieved by the City resulting from the issuance of the Bonds shall be at least 3.00% of the principal amount of the 2007 Certificates remaining outstanding. The City Council hereby approves the Indenture in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager, or the Executive Director and Treasurer (together the "Authorized Officers"), whose execution thereof shall be conclusive evidence of such approval. The Authorized Officers are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Indenture. The good faith estimates required by SB 450 relating to the Bonds are set forth in Exhibit A hereto. Resolution No. 2019- Page 2 of 6 55394.00055\32329888.4 55A-6 The proceeds of the Bonds shall be applied to (i) cause the redemption of a portion of the 2007 Certificates which are payable from the 2007 Installment Sale Agreement, (ii) fund a debt service reserve fund, either in cash or provide a debt service reserve insurance policy, and (iii) pay costs incurred in connection with the issuance of the Bonds, all in accordance with the provisions of this Resolution and the Indenture. Section 3. Approval of Bond Purchase Contract and Conditions of Approval. The form of Bond Purchase Contract presented at this meeting is hereby approved and the Authorized Officers are each individually hereby authorized to accept, for and in the name of the City, such Bond Purchase Contract in substantially the form hereby approved 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 that the aggregate principal amount of Bonds to be sold pursuant to the Bond Purchase Contract shall not exceed $45,800,000, which may include a series of bonds of which the interest paid on such Bonds is includable as income for federal tax purposes, and the Underwriter's discount or fee (not including any original issue discount or premium on the bonds) shall not exceed 0.77% of the principal amount of Bonds sold, and provided that, with respect to the 2007 Certificates, the net present value savings is at least 3.00%. Section 4. Official Statement. The City Council hereby authorizes the Authorized Officers to approve and to deem nearly final, within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, a form of Preliminary Official Statement describing the Bonds. Distribution of such Preliminary Official Statement by the Underwriter is hereby approved. The Authorized Officers are hereby authorized and directed to approve any changes in or additions to such Preliminary Official Statement for the purpose of finalizing such document, and the execution thereof by the Authorized Officers shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the City by the Authorized Officers. Section 5. Approval of Continuing Disclosure Agreement. Each of the Authorized Officers acting individually, is authorized to, for and in the name and on behalf of the City, negotiate, execute and deliver the Continuing Disclosure Agreement in substantially the same form as contained in the appendix of the Official Statement, with such changes therein as the Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 6. Approval of Escrow Deposit and Trust Agreement. The City Council hereby authorizes the prepayment of the 2007 Certificates and the 2007 Installment Sale Agreement with the proceeds of the Bonds. The form of the Escrow Deposit and Trust Agreement which provides for (i) the defeasance and prepayment of the 2007 Certificates, (ii) the creation and administration by U.S. Bank National Association, as Escrow Agent, of the Escrow Fund for the benefit of the owners of 2007 Certificates, and (iii) the performance of other duties by the Escrow Agent, is approved in the form on file with the City Clerk, and the Authorized Officer are each individually authorized to execute and deliver, on behalf of the City, such Escrow Deposit and Trust Agreement with respect Resolution No. 2019- Page 3 of 6 55394.00055\32329888.4 55A- / to the 2007 Certificates. If the Authorized Officers so determine, the Escrow Agreement may be replaced with refunding instructions to be given to the Trustee for the 2007 Certificates. Section 7. Modifications. The approval of the Indenture, the Escrow Deposit and Trust Agreement, the Preliminary Official Statement and Bond Purchase Contract given by this Resolution shall apply to any modification or amendment of any of said agreements which is agreed upon and approved by Bond Counsel and the Authorized Officers as being necessary to carry out the provisions thereof and the authorization and direction provided in this Resolution. Section 8. Official Actions. The Authorized Officers are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the issuance and sale of the Bonds, obtain a rating from a reputable rating agency, and any of the other transactions contemplated by the agreements and documents approved pursuant to this Resolution. Any Authorized Officer is authorized to obtain municipal bond insurance or a debt service reserve fund policy for the Bonds. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Resolution No. 2019- Page 4 of 6 55394.00055\32329888.4 55A-8 Section 9. Effective Date. 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 5th day of November, 2019: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: '�14 7g, -f.L John M. unk, Assistant City Attorney NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution No. 2019- Page 5 of 6 55394.00055\32329888.4 55A-9 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on November 5, 2019. Dated: Daisy Gomez Clerk of the Council City of Santa Ana Resolution No. 2019- Page 6 of 6 55394.00055\32329888.4 55A-10 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Urban Futures, Inc. as municipal advisor to the City (the "Municipal Advisor"), each with respect to the Bonds. Principal Amount. The Municipal Advisor has informed the City that, based on the City's financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $44,125,000 (the "Estimated Principal Amount"). True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 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 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 Bonds, is 2.74%. Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 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 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $878,386. Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 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 City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserve fund funded with proceeds of the Bonds, is $52,918,396. Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 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 City will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $69,314,590. The foregoing estimates constitute good faith estimates only. The actual principal amount of the 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 Bonds being different than the date assumed for purposes of such estimates, 55394.00055\32329888.4 55.41-11 (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the 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 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City's financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the 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 City. 55394.00055\32329888.4 55 ? 1 2 EXHIBIT 2 1-3.1.1 A ITM Ca I'M 1411:1 INDENTURE OF TRUST By and between the CITY OF SANTA ANA and U.S. BANK NATIONAL ASSOCIATION, As Trustee Dated as of December 1, 2019 Relating to City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 55394.00055\32329348.3 55A-1 3 INDENTURE OF TRUST THIS INDENTURE OF TRUST, made and entered into as of , 2019, by and between the CITY OF SANTA ANA, a municipal corporation organized and existing under the constitution and laws of the State of California (the "City"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the trusts hereby created, as trustee (the "Trustee"), WITNESSETH: WHEREAS, the City issued its $68,010,000 Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Program Project) (the "2007 Certificates"), for the purpose of financing street pavement improvements for the City; and WHEREAS, the 2007 Certificates were secured in part by payments to be made under an Installment Sale Agreement (the "2007 Installment Sale Agreement'), dated as of December 1, 2007, between the City and the Santa Ana Financing Authority (the "Authority"); and WHEREAS, on November 16, 2007, the City was granted a favorable judgment in Case No. 07CCO9172 with respect to the issuance of the 2007 Certificates, the 2007 Trust Agreement, defined herein, the 2007 Installment Sale Agreement and the pledge of the Gas Tax Revenues to make Installment Sale Payments thereunder; WHEREAS, the City, after due investigation and deliberation, has determined that it is in the interests of the City at this time to provide for the issuance of its gas tax revenue refunding bonds under this Indenture for the purpose of refunding the 2007 Certificates and the 2007 Installment Sale Agreement, and to that end the City Council has heretofore adopted its Resolution No. approving and authorizing the issuance of its City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 (the "Series 2019 Bonds") for such purposes; WHEREAS, in order to provide for the authentication and delivery of the Series 2019 Bonds, to establish and declare the terms and conditions upon which the Series 2019 Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest and premium, if any, thereon, the City Council has authorized the execution and delivery of this Indenture; WHEREAS, all of the Series 2019 Bonds will be secured by a pledge of the Gas Tax Revenues, as defined herein, and certain other moneys and securities held by the City and the Trustee hereunder; and WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the Series 2019 Bonds, when executed by the City, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the City, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken; and the execution and delivery of this Indenture have been in all respects duly authorized; 55394.00055\32329348.3 55A-1 w NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Series 2019 Bonds at any time issued and Outstanding under this 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 Series 2019 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 Series 2019 Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the City does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Series 2019 Bonds, as follows: ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any Additional Obligations Instrument and of the Series 2019 Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified. "Additional Obligations" means Obligations other than the Series 2019 Bonds, which are either currently outstanding or issued pursuant to Section 3.04 hereof. "Additional Obligations Instrument" means the resolution, trust indenture or installment sale agreement adopted, entered into or executed and delivered by the City and under which Additional Obligations are issued. "Administrative Costs" means the ordinary and necessary administrative costs and incidental expenses related to the Series 2019 Bonds, the Indenture, and any Additional Obligations, including, but not limited to Trustee fees (including any fees and expenses of its counsel) and fees incurred in connection with the calculation of arbitrage rebate due to the federal government with respect to the Series 2019 Bonds. "Authority" means the Santa Ana Financing Authority. "Authorized Investments" means any of the following, but only to the extent that the same are acquired at Fair Market Value, which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein: (a) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; (b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: (i) Export - Import Bank; (ii) Farm Credit System Financial Assistance Corporation, (iii) Farmers Home Administration; (iv) General Services Administration; (v) U.S. Maritime Administration; (vi) Small Business Administration; (vii) Government National 55394.00055\32329348.3 5 5A-15 Mortgage Association (GNMA); (viii) U.S. Department of Housing & Urban Development (PHA's); (ix) Federal Housing Administration and (x) Federal Financing Bank; (c) senior debt obligations rated "Aa" by Moody's and "AA" by S&P issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, senior debt obligations of other government -sponsored agencies, obligations of the Resolution Funding Corporation (REFCORP) and senior debt obligations of other government sponsored agencies; (d) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks (including the Trustee and its affiliates) which have a rating on their short term certificates of deposit on the date of purchase of "P-I" by Moody's and "A-1" or "A -I+" by S&P and maturing no more than 360 days after the date of purchase, provided that ratings on holding companies are not considered as the rating of the bank; (e) commercial paper which is rated, at the time of purchase, in the single highest classification, "P-1" by Moody's and "A-1+" by S&P, and which matures not more than 270 days after the date of purchase; (f) investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives and retains a fee for services provided to the fund, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee; (g) pre -refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based upon an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's and S&P or any successors thereto; or (ii)(A) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (a) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (B) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates 55394.00055\32329348.3 5 5Q-16 thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; (h) investment agreements, supported by appropriate opinions of counsel, between the Trustee and a financial institution whose long-term debt has a rating of A or better from S&P or Moody's or a short-term rating which is in the highest general rating category of S&P and Moody's, in any event determined without regard to any refinement or gradation of such rating by a numerical modifier, a plus or a minus sign, or otherwise; (i) Repurchase agreements repos") that provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender), and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date. Repurchase agreements must satisfy the following criteria: firm. I. Repos must be between the Trustee and a dealer bank or securities a. Primary dealers on the Federal Reserve reporting dealer list which fall under the jurisdiction of the SIPC and which are rated "A" or better by S&P and Moody's, or b. Banks rated "A" or above by S&P and Moody's. 2. The written repo contract must include the following: a. Securities which are acceptable for transfer are: (1) Direct U.S. governments (2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA and FHLMC) b. The term of the repo may be up to 30 days C. The collateral must be delivered to the Trustee (if the Trustee is not supplying the collateral) or third party acting as agent for the Trustee (if the Trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d. The Trustee has a perfected first priority security interest in the collateral. e. Collateral is free and clear of third -party liens and in the case of an SIPC broker was not acquired pursuant to a repo or reverse repo. 55394.00055\32329348.3 4 55 7 I. Failure to maintain the requisite collateral percentage, after a two day restoration period, will require the Trustee to liquidate collateral. g. Valuation of Collateral (1) The securities must be valued by such dealer bank or securities firm weekly, marked -to -market at current market price plus accrued interest. (a) The value of collateral must be equal to 104% of the amount of cash transferred by the Trustee to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Trustee, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or F ILMC, then the value of collateral must equal 105%. 3. A legal opinion must be delivered to the Trustee to the effect that the repo meets guidelines under state law for legal investment of public funds; and 0) the Local Agency Investment Fund maintained by the State of California. "Authorized Official" means the City Manager, Finance Director, Treasurer or any other officer of the City duly authorized by the City Council for that purpose. "Bond Counsel" means any attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Law" means Sections 53570 et seq. and 53580 et seq. of the California Government Code, as in effect on the Closing Date. "Bond Registration Books" means the books maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Series 2019 Bonds. "Bond Year" means the twelve-month period beginning on January 1 in each year and ending on December 31 in the following year except that the Bust Bond Year shall begin on the Closing Date. `Business Day" means any day other than a Saturday, Sunday or a day on which the Trustee is authorized by law to remain closed. 55394.00055\32329348.3 5 5Q-18 "Certificate of the City" means a certificate in writing signed by an Authorized Official, or by any other officer of the City duly authorized by the City Council for that purpose. "Liff" means the City of Santa Ana, a municipal corporation organized and existing under the laws of the State of California. "City Bonds" means all revenue bonds or notes of the City authorized, executed, issued, and delivered under and pursuant to the laws of the State of California, the payments of which are made from the Gas Tax Revenues and which are on a parity with the Series 2019 Bonds. The term "City Bonds" includes, but is not limited to, obligations in the form of bonds, notes, bond anticipation notes, and commercial paper. "City Council" means the City Council of the City or any other legislative body of the City hereafter provided for pursuant to law. "Closing Date" means the date upon which there is an exchange of the Series 2019 Bonds for the proceeds representing the purchase of such Series by the Original Purchaser thereof. "Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement executed by the City and dated the date of original execution and delivery of the Series 2019 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Contract Payment Date" means any date on which Contract Payments are scheduled to be paid by the City under and pursuant to any Contract. "Contract Payments" means debt service on the Series 2019 Bonds due and payable under this Indenture or the installment or lease payments of interest and principal or, if there are no separate payments of interest and principal, the installment or lease payments, scheduled to be paid by the City under and pursuant to the Contracts. "Contracts" means the Series 2019 Bonds and all contracts or leases of the City authorized and executed by the City under and pursuant to the laws of the State of California, the debt service, installment or lease payments under which are made from the Gas Tax Revenues and which are on a parity with the Series 2019 Bonds. "Cost of Issuance Fund" means the fund by that name established pursuant to Section 3.03. "Costs of Issuance" means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Series 2019 Bonds, including but not limited to compensation, fees and expenses of the City and the Trustee and their respective counsel, compensation to any financial consultants and underwriters, legal fees and expenses, filing and recording costs, rating agency fees, costs of preparation and reproduction of documents and costs of printing. "Debt Service" means, for any Fiscal Year or other period, the sum of (i) the interest payable during such Fiscal Year or other period on all outstanding City Bonds, assuming that all outstanding serial City Bonds are retired as scheduled and that all outstanding term City Bonds 55394.00055\32329348.3 5 5A-19 are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any City Bonds), (2) that portion of the principal amount of all outstanding serial City Bonds maturing on any principal payment date which falls in such Fiscal Year or other period, (3) that portion of the principal amount of all outstanding term City Bonds required to be redeemed or paid on any redemption date which falls in such Fiscal Year or other period, and (4) that portion of the Contract Payments required to be made in such Fiscal Year or other period (except to the extent any interest is capitalized). For purposes of calculating Debt Service, the following assumptions shall be used: (i) in determining the principal amount due in each Fiscal Year or other period, payment shall be assumed to be made in accordance with any amortization schedule established for such Obligations, including any scheduled payment at maturity or mandatory redemption or prepayment of Obligations on the basis of value, and for such purpose, the scheduled payment at maturity or redemption payment or prepayment shall be deemed a principal payment; (ii) in determining the interest due in each Fiscal Year or other period, interest payable at a fixed rate shall be assumed to be made at such fixed rate and on the required payment dates; (iii) if any outstanding Obligations constitute variable rate indebtedness, the interest rate on such Obligations shall be assumed to be one hundred ten percent (110%) of the greater of (a) the daily average interest rate on such Obligations during the twelve (12) calendar months ending with the month preceding the date of calculation, or (b) the rate of interest on such Obligations on the date of calculation; (iv) in the event that the City shall issue Additional Obligations that bear interest at a variable rate, such Additional Obligations shall be assumed to bear interest at the highest of: (i) the actual rate on the date of calculation or, if the indebtedness is not yet outstanding, the initial rate (if established and binding), (ii) if the indebtedness has been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii) (1) if interest on the indebtedness is excludable from gross income under the applicable provisions of the Tax Code, the most recently published Bond Buyer 25 Bond Revenue Index (or comparable index if no longer published) plus fifty (50) basis points, or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities plus fifty (50) basis points. Notwithstanding the foregoing, for purposes of any rate covenant measuring actual debt service coverage during a test period, variable rate indebtedness shall be deemed to bear interest at the actual rate per annum applicable during the test period; (v) if moneys or Defeasance Obligations have been deposited by the City into a separate fund or account or are otherwise held by the City or by a fiduciary to be used to pay Debt Service on specified Obligations, and such Obligations are discharged, or no longer outstanding, pursuant to the terms of the instrument under which they are issued or arise, then the Debt Service to be paid from such moneys or Defeasance Obligations, or 55394.00055\32329348.3 55 7-2O from the earnings thereon, shall be disregarded and not included in calculating Debt Service; (vi) the amount on deposit in a debt service reserve fund on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Obligations for which such debt service reserve fund was established and in each preceding year until such amount is exhausted; and (vii) with respect to Contract Payments, that are not comprised of separate payments of interest and principal but which, rather, are required pursuant to the instrument under which they arise to be paid in amounts sufficient to pay principal and interest on bonds, notes, or other obligations of an entity other than the City, for purposes of calculating Debt Service, interest payments and principal payments (whether at maturity or by redemption or prepayment) with respect to such bonds, notes, or other obligations shall be deemed to be interest payments and principal payments with respect to such Contract Payments; provided, however, that for purposes of such calculation, the Contract Payment Dates applicable to such Contract Payments shall be used, whether or not such Contract Payment Dates coincide with the dates on which such Contract Payments are to be applied to the payment of interest and principal with respect to such bonds, notes, or other obligations. "Debt Service Fund" means the fund by that name established and held by the Trustee pursuant to Section 4.03. "Defeasance Obligations" means (a) cash, (b) non -callable Federal Securities described in paragraph (a) of the definition thereof ("Treasuries"), (c) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust 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 Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated or (d) pre -refunded municipal obligations rated "AA" and "Aa" by S&P or Moody's, respectively (or any combination thereof). "Depository" means (a) initially, DTC, and (b) any other securities depositories acting as Depository pursuant to Section 2.10. "Depository System Participant" means any participant in the Depository's book -entry system. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Escrow Bank" means The Bank of New York Mellon Trust Company, N.A., acting as Escrow Bank under the Escrow Deposit and Trust Agreement. "Escrow Deposit and Trust Agreement" means the Escrow Deposit and Trust Agreement, dated as of December 1, 2019, by and among the City, the Authority and the Escrow Bank. 55394.00055\32329348.3 55A-21 "Escrow Fund" means the fund of that name established and held by the Escrow Bank pursuant to the Escrow Deposit and Trust Agreement. "Event of Default" means any of the events described in Section 8.01. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. "Federal Securities" means any of the following, which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any department, agency or instrumentality of the United States of America the timely payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America. "Fiscal Year" means the period commencing on July 1 of each year and terminating on the next succeeding June 30. "Gas Tax Fund" means the State Gas Tax Special Revenue Fund established pursuant to State law by ordinance adopted by the City Council. "Gas Tax Revenues" means all amounts received by the City from the State in accordance with Streets and Highways Code Section 2105, 2106 and 2107, as such provisions may be amended, and all other revenues (except revenues received by the City in accordance with Streets and Highways Code Section 2107.5), if any, received by the City from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions or reimbursements received by the City from the State in lieu of such revenues. "Improvement" means any addition, extension, improvement, equipment, machinery or other facilities for which Gas Tax Revenues may be used pursuant to law. 55394.00055\32329348.3 55 9-2 "Indenture" means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof. "Independent Certified Public Accountant" means any certified public accountant or firm of such accountants appointed and paid by the City, and who, or each of whom - (a) is in fact independent and not under domination of the City; (b) does not have any substantial identity of interest, direct or indirect, with the City; and (c) is not and no member of which is connected with the City as an officer or employee of the City, but who may be regularly retained to make annual or other audits of the books of or reports to the City. "Information Services" means in accordance with then -current guidelines of the Securities and Exchange Commission, the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at http://emma.msrb.org), or such service or services as the City may designate in a certificate delivered to the Trustee. ["Insurance Policy" means the municipal bond insurance policy securing the Series 2019 Bonds and delivered by the Insurer.] ["Insurer" means (i) as provider of the Reserve Policy and as provider of the Insurance Policy, and (ii) the provider of a municipal bond or financial guaranty insurance policy with respect to an issue of Additional Obligations (other than the Series 2019 Bonds) or with respect to an issue of bonds the proceeds of which are used to purchase an issue of Bonds (other than the Series 2019 Bonds).] "Interest Payment Date" means, with respect to the Series 2019 Bonds, January 1 and July 1 in each year, beginning [July 1, 2020]. "Maximum Annual Debt Service" means, at any point in time, with respect to Obligations then outstanding, the maximum amount of Debt Service on the Obligations in the then current or any future Fiscal Year or other period, calculated by the City or by an Independent Certified Public Accountant and provided to the Trustee. "Moody's ' means Moody's Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors or assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. "Nominee" means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.10(a) of the Indenture. "Obligations" means City Bonds and Contract Payments. 55394.00055\32329348.3 554-2 V "Original Purchaser" means, in the case of the Series 2019 Bonds, Ramirez & Co., Inc., and its successors and assigns. "Outstanding," when used as of any particular time with reference to Series 2019 Bonds, means (subject to the provisions of Section 7.03) all Series 2019 Bonds theretofore executed, issued and delivered by the City under this Indenture except - (a) Series 2019 Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (b) Series 2019 Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (c) Series 2019 Bonds in lieu of or in substitution for which other Series 2019 Bonds shall have been executed, issued and delivered by the City pursuant to this Indenture or any Contracts for Additional Obligations. "Owner" or "Bond Owner" or `Bondowner", when used with respect to any Series 2019 Bond, means the person in whose name the ownership of such Series 2019 Bond shall be registered on the Bond Registration Books. "Participating Underwriter" has the meaning ascribed thereto in the Continuing Disclosure Agreement. "Principal Corporate Trust Office" means the corporate trust office of the Trustee at the address set forth in Section 9.10, provided that for purposes of payment, cancellation, surrender, exchange and transfer of Bonds, such term means the corporate trust office of the Trustee in [Los Angeles, California] or such other or additional offices as may be designated by the Trustee from time to time. ["Qualified Reserve Account Credit Instrument" means (i) the Reserve Policy or (ii) an irrevocable standby or direct -pay letter of credit or Reserve Policy issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.03(d), provided that all of the following requirements are met by the City at the time of delivery thereof to the Trustee: (a) the long-term credit rating of such bank or insurance company is "A" (without regard to modifier) or higher; (b) such letter of credit or Reserve Policy has a term of at least twelve (12) months; (c) such letter of credit or Reserve Policy has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.03(d); (d) the Trustee is authorized pursuant to the terms of such letter of credit or Reserve Policy to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account and the Principal Account; and (e) prior written notice is given pursuant to the Indenture before the effective date of any such Qualified Reserve Account Credit Instrument.] "Record Date" means, with respect to the Series 2019 Bonds, the fifteenth (15th) calendar day of the month immediately preceding an Interest Payment Date or, with respect to any Additional Obligations, any other date established in the applicable Additional Obligations Instrument. 55394.00055\32329348.3 554-24 "Reserve Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(d) hereof. ["Reserve Policy" means the municipal bond debt service reserve insurance policy issued by the Insurer as Policy Number in the stated amount of S deposited into the Reserve Account relating to the Series 2019 Bonds.] "Reserve Requirement" means, with respect to the Series 2019 Bonds, as of any date of calculation, the least of (i) ten percent (10%) of the original par amount of the Series 2019 Bonds, (ii) Maximum Annual Debt Service with respect to the Series 2019 Bonds, or (iii) 125% of average annual Debt Service on the Series 2019 Bonds; provided, however, that the Reserve Requirement shall not exceed the Reserve Requirement calculated on the Closing Date; and provided, further that the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of Section 4.03(d) hereof. "S&P" means S&P Global Ratings, a Standard & Poor's Financial Service LLC business, and its successors or assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. "Series 2019 Bonds" means the City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019, issued and at any time Outstanding hereunder. "State" means the State of California. "Supplemental Indenture" means any supplement or amendment to this Indenture which complies with the provisions of Section 7.01 or 7.02. "Tax Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Series 2019 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. "Term Bonds" means the Series 2019 Bonds maturing on January 1, "Trustee" means U.S. Bank National Association, appointed by the City to act as trustee hereunder pursuant to Section 6.01, and its assigns or any other corporation or association which may at any time be substituted in its place, as provided in Article VI. "2007 Certificates" means the $68,010,000 original principal amount Gas Tax Revenue Certificates of Participation (Street Improvement Program Project). "2007 Trust Agreement" means the Trust Agreement, dated as of December 1, 2007, among the 2007 Trustee, the City, and the Authority. 55394.00055\32329348.3 5 54-2 5 "2007 Installment Sale Agreement" means the Installment Sale Agreement, dated as of December 1, 2007, between the City and the Authority. "2007 Trustee" means The Bank of New York Mellon Trust Company, N.A., as trustee under the 2007 Trust Agreement. SECTION 1.02 Rules of Construction. All references in this Indenture to "Articles," "Sections," and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words "herein," "hereof .. "hereunder," and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. SECTION 1.03 Authorization and Purpose of Series 2019 Bonds. The City has reviewed all proceedings heretofore taken relative to the authorization of the Series 2019 Bonds and has found, as a result of such review, and hereby finds and determines that all things, conditions, and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Series 2019 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now authorized, as an exercise of its powers as a municipal corporation under the constitution and laws of the State and pursuant to the Bond Law and each and every requirement of law, to issue the Series 2019 Bonds in the manner and form provided in this Indenture. Accordingly, the City hereby authorizes the issuance of the Series 2019 Bonds pursuant to the Bond Law and this Indenture for the purpose of providing funds to refund the 2007 Certificates and 2007 Installment Sale Agreement, to fund a reserve account, and to pay Costs of Issuance of the Series 2019 Bonds. SECTION 1.04 Equal Security. In consideration of the acceptance of the Series 2019 Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the City, the Trustee and the Owners from time to time of the Series 2019 Bonds; and the covenants and agreements herein set forth to be performed on behalf of the City shall be for the equal and proportionate benefit, security and protection of all Owners of the Series 2019 Bonds without preference, priority or distinction as to security or otherwise of any of the Series 2019 Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. ARTICLE II ISSUANCE OF SERIES 2019 BONDS SECTION 2.01 Terms of Series 2019 Bonds. The Series 2019 Bonds authorized to be issued by the City under and subject to the Bond Law and the terms of this Indenture shall be designated the "City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019", and shall 55394.00055\32329348.3 55d'-2 V be issued in the original principal amount of Dollars The Series 2019 Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Series 2019 Bond shall have more than one maturity date. The Series 2019 Bonds shall mature on January 1 in each of the years and in the amounts, and shall bear interest at the rates, as follows: Maturity Date Principal Interest (January 1) Amount Rate Interest on the Series 2019 Bonds shall be payable on each Interest Payment Date to the person whose name appears on the Bond Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check or draft of the Trustee mailed by first class mail to the Owner or, at the option of any Owner of at least $1,000,000 aggregate principal amount of the Series 2019 Bonds with respect to which written instructions have been filed with the Trustee prior to the Record Date, by wire transfer, at the address of such Owner as it appears on the Bond Registration Books. In the event there exists a default in payment of interest due on such Interest Payment Date, such interest shall be payable on a payment date established by the Trustee to the persons in whose names the Series 2019 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the registered Owners of the Series 2019 Bonds not less than 15 days preceding such special record date. Principal of and premium (if any) on any Series 2019 Bond shall be paid upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the Series 2019 Bonds shall be payable in lawful money of the United States of America. The Series 2019 Bonds shall be dated the Closing Date and bear interest based on a 360- day year comprised of twelve 30-day months from the Interest Payment Date next preceding the date of authentication thereof, unless said date of authentication is an Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is prior to [June 15, 20201, in which event such interest is payable from the Closing Date; provided, however, that if, as of the date of authentication of any Series 2019 Bond, interest thereon is in default, such Series 2019 Bond shall bear interest from the date to which interest has previously been paid or made available for payment thereon in full. SECTION 2.02 Terms of Redemption. (a) Mandatory Sinking Fund Redemption. (i) The Series 2019 Bonds maturing January 1, are subject to redemption in part by lot, on January 1, in each year commencing January 1, from sinking account payments made by the City into the Sinking Account, at a redemption price equal to the principal amount to be redeemed, without premium, 55394.00055\32329348.3 554-2 / in the aggregate respective principal amounts and on January I in the respective years set forth in the following table, or in lieu thereof may be purchased as described in clause (h) below. If some but not all of the Series 2019 Bonds have been redeemed as described in Section 2.02(b) below, the total amount of all future sinking account payments with respect to the Series 2019 Bonds of a particular maturity will be reduced by the aggregate principal amount of Series 2019 Bonds of such maturity so redeemed or purchased, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the City. The sinking account payments applicable to the Series 2019 Bonds maturing January 1, are as follows: Series 2019 Bonds Maturing January 1, Sinking Fund Account Redemption Date Sinking Fund Payment (January 1) Redeemed or Purchased (b) Optional Redemption. The Series 2019 Bonds maturing on or before January 1, are not subject to optional redemption prior to maturity. The Series 2019 Bonds maturing on January 1, and thereafter are subject to redemption prior to their stated maturity at the option of the City, as a whole or in part on any date, by such maturities as are selected by the City from any available source of funds on or after January 1, at a redemption price equal to the principal amount of the Series 2019 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption. The City shall provide the Trustee a written request of its intention to redeem Series 2019 Bonds under this subsection (b), and the manner of selecting such Series 2019 Bonds for redemption from among the maturities thereof and the redemption price thereof, at least 45 days prior to the redemption date. (c) Selection of Series 2019 Bonds for Redemption. Whenever provision is made in Section 2.02 of this Indenture for the redemption of less than all of the Series 2019 Bonds of any series, the Trustee shall select the Series 2019 Bonds to be redeemed from all Series 2019 Bonds or such given portion thereof not previously called for redemption, among maturities as directed by the City and by lot within a maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair; provided, however, that if less than all of the Series 2019 Bonds are called for redemption at any one time, upon the written direction of the City, the City shall specify a reduction in any pending Sinking Account payments for such Series 2019 Bonds required to be made hereunder. 55394.00055\32329348.3 554-2 V (d) Notice of Redemption. Notice of redemption shall be mailed by Bust class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days before any redemption date, to respective Owners of any Series 2019 Bonds designated for redemption at their addresses appearing on the Registration Books, and to the Securities Depositories and to the Information Services. Each notice of redemption shall state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Series 2019 Bonds (or all Series 2019 Bonds of a single maturity) are to be redeemed, the CUSIP numbers and bond numbers of the Series 2019 Bonds to be redeemed, the maturity or maturities of the Series 2019 Bonds to be redeemed and in the case of Series 2019 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of said Series 2019 Bonds the redemption price thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Series 2019 Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein shall affect the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Series 2019 Bonds shall be given by the Trustee, at the expense of the City, for and on behalf of the City. (e) Conditional Notice of Optional Redemption of Series 2019 Bonds. With respect to the optional redemption of the Series 2019 Bonds pursuant to 2.02(b) the City may instruct the Trustee to include a statement in the notice of such redemption which shall state that such redemption is conditioned upon the receipt by the Trustee on or before the date fixed for such redemption of sufficient funds for such purpose. In the event that sufficient funds shall not have been deposited with the Trustee on or before the date fixed for redemption, the Trustee shall promptly notify the Owners in the same manner in which notice was sent that such redemption is cancelled and the notice thereof shall be deemed to be cancelled and rescinded. (f) Partial Redemption of Series 2019 Bonds. Upon surrender of any Series 2019 Bonds redeemed in part only, the City shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the City, a new Series 2019 Bond or Series 2019 Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Series 2019 Bonds surrendered. (g) Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, the Series 2019 Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Series 2019 Bonds (or portions thereof) so called for redemption shall become due and payable, interest on the Series 2019 Bonds so called for redemption shall cease to accrue, said Series 2019 Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said Series 2019 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. All Series 2019 Bonds redeemed pursuant to the provisions of this Article shall be canceled by the Trustee upon surrender thereof and destroyed. 55394.00055\32329348.3 554-29 (h) Purchase of Series 2019 Bonds in Lieu of Redemption. In lieu of mandatory sinking fund redemption of Series 2019 Bonds, the City may place funds on deposit with the Trustee at any time for the purchase of Series 2019 Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the City may in its discretion determine, but not to exceed the principal amount of the Series 2019 Bonds to be purchased plus the redemption premium applicable on the next ensuing optional redemption date. SECTION 2.03 Form of Series 2019 Bonds. The Series 2019 Bonds, the Trustee's certificate of authentication, and the assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. SECTION 2.04 Execution of Series 2019 Bonds. The Series 2019 Bonds shall be signed in the name and on behalf of the City with the manual or facsimile signatures of its City Manager, and attested by the manual or facsimile signature of its City Clerk under the seal of the City. Such seal may be in the form of a facsimile of the City's seal and shall be imprinted or impressed upon the Series 2019 Bonds. The Series 2019 Bonds shall then be delivered to the Trustee for authentication by it. In case any officer who shall have signed any of the Series 2019 Bonds shall cease to be such officer before the Series 2019 Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the City, such Series 2019 Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the City as though the individual who signed the same had continued to be such officer of the City. Also, any Series 2019 Bond may be signed on behalf of the City by any individual who on the actual date of the execution of such Series 2019 Bond shall be the proper officer although on the nominal date of such Series 2019 Bond such individual shall not have been such officer. Only such of the Series 2019 Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Series 2019 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. SECTION 2.05 Transfer of Series 2019 Bonds. Any Series 2019 Bond may, in accordance with its terms, be transferred upon the Bond Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Series 2019 Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Series 2019 Bond shall be surrendered for transfer, the City shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Series 2019 Bond or Series 2019 Bonds of like tenor, maturity and aggregate principal amount. The City shall pay all costs of the Trustee incurred in connection with any such transfers, except that the Trustee may require the payment by the Bond Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. 55394.00055\32329348.3 5 54- V U SECTION 2.06 Exchange of Series 2019 Bonds. Series 2019 Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for Series 2019 Bonds of the same tenor and maturity and of other authorized denominations. The City shall pay all costs of the Trustee incurred in connection with any such exchanges, except that the Trustee may require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. SECTION 2.07 Temporary Series 2019 Bonds. The Series 2019 Bonds may be issued initially in temporary form exchangeable for definitive Series 2019 Bonds when ready for delivery. The temporary Series 2019 Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Series 2019 Bond shall be executed by the City and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Series 2019 Bonds. If the City issues temporary Series 2019 Bonds, it will execute and furnish definitive Series 2019 Bonds without delay, and thereupon the temporary Series 2019 Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Corporate Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Series 2019 Bonds an equal aggregate principal amount of definitive Series 2019 Bonds of authorized denominations. Until so exchanged, the temporary Series 2019 Bonds shall be entitled to the same benefits under this Indenture as definitive Series 2019 Bonds authenticated and delivered hereunder. SECTION 2.08 Bond Registration Books. The Trustee will keep or cause to be kept at its Principal Corporate Trust Office sufficient Bond Registration Books for the registration and transfer of the Series 2019 Bonds, which shall at all times during regular business hours, and upon reasonable notice, be open to inspection by the City; 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 said books, Series 2019 Bonds as hereinbefore provided. SECTION 2.09 Series 2019 Bonds Mutilated, Lost, Destroyed or Stolen. If any Series 2019 Bond shall become mutilated, the City, at the expense of the Owner of said Series 2019 Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Series 2019 Bond of like maturity and principal amount in exchange and substitution for the Series 2019 Bond so mutilated, but only upon surrender to the Trustee of the Series 2019 Bond so mutilated. Every mutilated Series 2019 Bond so surrendered to the Trustee shall be cancelled by it and delivered to, or upon the order of, the City. If any Series 2019 Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at the expense of the Bond Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Series 2019 Bond of like maturity and principal amount in lieu of and in substitution for the Series 2019 Bond so lost, destroyed or stolen. The City may require payment of a reasonable fee for each new Series 2019 Bond issued under this Section and of the expenses which may be incurred by the City and the Trustee. Any Series 2019 Bond issued under the provisions of this Section in lieu of any Series 2019 Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the City whether or not the Series 2019 Bond alleged to be lost, destroyed or stolen be at any time enforceable by 55394.00055\32329348.3 554-31 anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Series 2019 Bonds secured by this Indenture. SECTION 2.10 Book Entry System. (a) Original Delivery. The Series 2019 Bonds shall be initially delivered in the form of a separate single fully registered Series 2019 Bond (which may be typewritten) for each maturity of the Series 2019 Bonds. Upon initial delivery, the ownership of each such Series 2019 Bond shall be registered on the Bond Registration Books maintained by the Trustee pursuant to Section 2.08 hereof in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Series 2019 Bonds shall be registered in the name of the Nominee on such Bond Registration Books. With respect to Series 2019 Bonds the ownership of which shall be registered in the name of the Nominee, the City and the Trustee shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the City holds an interest in the Series 2019 Bonds. Without limiting the generality of the immediately preceding sentence, the City and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Series 2019 Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Series 2019 Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Series 2019 Bonds to be redeemed in the event the City elects to redeem the Series 2019 Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest represented by the Series 2019 Bonds or (v) any consent given or other action taken by the Depository as Bond Owner. The City and the Trustee may treat and consider the person in whose name each Series 2019 Bond is registered as the absolute owner of such Series 2019 Bond for the purpose of payment of principal, premium, if any, and interest represented by such Series 2019 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2019 Bond, for the purpose of registering transfers of ownership of such Series 2019 Bond, and for all other purposes whatsoever. The Trustee shall pay the principal, interest and premium, if any, represented by the Series 2019 Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal, interest and premium, if any, represented by the Series 2019 Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Series 2019 Bond evidencing the obligation of the City to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the City shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Series 2019 Bonds for the Depository's book -entry system, the City shall execute and deliver to such Depository a letter 55394.00055\32329348.3 5 54- V 2 representing such matters as shall be necessary to so qualify the Series 2019 Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the City or the Trustee any obligation whatsoever with respect to persons having interests in the Series 2019 Bonds other than the Bond Owners. In addition to the execution and delivery of such letter, the City may take any other actions, not inconsistent with this Indenture, to qualify the Series 2019 Bonds for the Depository's book - entry program. (c) Transfers Outside Book -Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Series 2019 Bonds, or (ii) the City determines to terminate the Depository as such, then the City shall thereupon discontinue the book -entry system with such Depository. In such event, the Depository shall cooperate with the City and the Trustee in the execution of replacement Series 2019 Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Series 2019 Bonds, and by surrendering the Series 2019 Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Series 2019 Bonds are to be issued. The Depository, by accepting delivery of the Series 2019 Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the City fails to identify another Securities Depository to replace the Depository, then the Series 2019 Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Series 2019 Bonds shall designate, in accordance with the provisions hereof. In the event the City determines that it is in the best interests of the beneficial owners of the Series 2019 Bonds that they be able to obtain certificated Series 2019 Bonds, the City may notify the Depository System Participants of the availability of such certificated Series 2019 Bonds through the Depository. In such event, the Trustee will execute, transfer and exchange Series 2019 Bonds as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the City shall cooperate with the Depository in taking appropriate action (y) to make available one or more separate certificates evidencing the Series 2019 Bonds to any Depository System Participant having Series 2019 Bonds credited to its account with the Depository, or (z) to arrange for another Securities Depository to maintain custody of a single certificate evidencing such Series 2019 Bonds, all at the City's expense. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Series 2019 Bond is registered in the name of the Nominee, all payments with respect to principal, interest and premium, if any, represented by such Series 2019 Bond and all notices with respect to such Series 2019 Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. ARTICLE III ISSUE OF SERIES 2019 BONDS; ADDITIONAL OBLIGATIONS SECTION 3.01 Issuance of Series 2019 Bonds. Upon the execution and delivery of this Indenture, the City shall execute and deliver Series 2019 Bonds in the aggregate principal 55394.00055\32329348.3 554-33 amount of Dollars ($ ) to the Trustee for authentication and delivery to the Original Purchaser thereof upon the written request of the City. SECTION 3.02 Application of Proceeds of Sale of Series 2019 Bonds; Transfers from the 2007 Trust Agreement. Upon the receipt of payment for the Series 2019 Bonds on the Closing Date in the amount of $ (being an amount equal to the principal amount of the Series 2019 Bonds ($ .00), [less the amount delivered to the Insurer for the Insurance Policy and the Reserve Policy ($ )] plus an original issue premium of $ , less Underwriter's discount ($ ), the Trustee shall apply the proceeds of sale thereof as follows: (a) The Trustee shall transfer to the Escrow Bank, for deposit to the Escrow Fund for the 2007 Certificates, the amount of $ ; and (b) The Trustee shall deposit in the Cost of Issuance Fund an amount equal to $ ; and (c) The Reserve Policy is hereby delivered to the Trustee for deposit in the Reserve Account. SECTION 3.03 Cost of Issuance Fund. There is hereby created a fund to be known as the "City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 Cost of Issuance Fund" (the "Cost of Issuance Fund"), which the City hereby covenants and agrees to cause to be maintained and which shall be held in trust by the Trustee. The moneys in the Cost of Issuance Fund shall be used in the manner provided by law solely for the purpose of the payment of Costs of Issuance upon receipt by the Trustee of written requests of the City therefor, on or after the Closing Date. Each such request of the City 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. Any funds remaining in the Cost of Issuance Fund on the earlier of (1) the date an Authorized Official notifies the Trustee that all third party Costs of Issuance have been paid, or (2) 2020, shall be transferred by the Trustee to the Debt Service Fund. SECTION 3.04 Issuance of Additional Obligations. In addition to the Series 2019 Bonds, the City may, by Additional Obligations Instrument, issue or incur other loans, advances or indebtedness payable from Gas Tax Revenues on a parity with the Series 2019 Bonds to provide for the full or partial refunding of the Series 2019 Bonds, provided that there is a savings in debt service as a result of the issuance of such refunding bonds. SECTION 3.05 Validity of Series 2019 Bonds. The validity of the authorization and issuance of the Series 2019 Bonds shall not be affected in any way by any proceedings taken by the City in connection with the Gas Tax Revenues, and the recital contained in the Series 2019 Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance. 55394.00055\32329348.3 5 554-34 ARTICLE IV PLEDGE OF GAS TAX REVENUES; FUNDS AND ACCOUNTS SECTION 4.01 Pledge of Gas Tax Revenues, Gas Tax Fund. (a) The Series 2019 Bonds and Additional Obligations shall be secured by a first pledge of all Gas Tax Revenues. In addition, the City hereby transfers, places a charge upon, assigns and sets over to the Trustee, for the benefit of the Owners, that portion of the Gas Tax Revenues which is necessary to pay the principal of and interest on the Series 2019 Bonds in any Fiscal Year, together with all moneys on deposit in the Debt Service Fund, including the Interest Account, the Principal Account, the Sinking Account and the Reserve Account established therein, and such portion of the Gas Tax Revenues is hereby irrevocably pledged to the punctual payment of the principal of and interest on the Series 2019 Bonds. The Series 2019 Bonds and any Additional Obligations shall be equally secured by a pledge, charge and lien upon the Gas Tax Revenues, without priority for number or date. The Gas Tax Revenues shall not be used for any other purpose while any of the Series 2019 Bonds or Additional Obligations remain Outstanding, except that out of Gas Tax Revenues there may be apportioned and paid such sums for such purposes, as are expressly permitted by this Article. Said pledge shall constitute a first, direct and exclusive charge and lien on the Gas Tax Revenues for the payment of the principal of and interest on the Series 2019 Bonds in accordance with the terms thereof and on the Debt Service Fund, and the Interest Account, Principal Account and Sinking Account established therein. (b) The Gas Tax Revenues constitute a trust fund for the security and payment of the principal of and interest on the Series 2019 Bonds. The general fund of the City is not liable and the credit of the City is not pledged for the payment of the principal of and interest on the Series 2019 Bonds. The Owner of the Series 2019 Bonds shall not compel the exercise of the taxing power by the City or the forfeiture of its property. The principal of and interest on the Series 2019 Bonds are not a debt of the City, nor a legal or equitable pledge, charge, lien or encumbrance, upon any of its property, or upon any of its income, receipts, or revenues except the Gas Tax Revenues. SECTION 4.02 Receipt and Deposit of Revenues. The City has heretofore established the Gas Tax Fund, which the City agrees to continue to hold and maintain for the purposes and uses set forth herein. The City covenants and agrees that all Gas Tax Revenues, when and as received, will be received and held by the City in trust hereunder and will be deposited by the City in the Gas Tax Fund and will be accounted for through and held in trust in the Gas Tax Fund, and the City shall only have such beneficial right or interest in any of such money as in this Indenture provided. All such Gas Tax Revenues shall be transferred, disbursed, allocated and applied solely to the uses and purposes hereinafter in this Article set forth, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the City. SECTION 4.03 Establishment of Funds and Accounts and Allocation of Revenues Thereto. The Debt Service Fund, as a special fund, is hereby created. The Debt Service Fund shall be held and maintained by the Trustee. All Gas Tax Revenues shall be held in trust by the 55394.00055\32329348.3 554-35 City in the Gas Tax Fund and shall be applied, transferred, used and withdrawn only for the purposes hereinafter authorized in this Article. (1) Administrative Costs. The City shall first pay from the moneys in the Gas Tax Fund the budgeted Administrative Costs as such Administrative Costs become due and payable. (2) Debt Service Payments. At least 5 days prior to each Interest Payment Date, the City shall transfer Gas Tax Revenues to the Trustee for the purpose of paying the Series 2019 Bonds. Not later than the first Business Day preceding each date on which principal of or interest on the Series 2019 Bonds becomes due and payable, the Trustee shall transfer from the Debt Service Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Debt Service Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: (a) Interest Account. The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all Series 2019 Bonds then Outstanding. (b) Principal Account. The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Series 2019 Bonds coming due and payable on such Interest Payment Date. (c) Sinking Account. The Trustee shall deposit in the Sinking Account an amount equal to the aggregate principal amount of the Term Bonds required to be redeemed on such date, if any, pursuant to Section 2.02(a). (d) Reserve Account. In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee shall promptly notify the City of such fact. Promptly upon receipt of any such notice, the City shall transfer to the Trustee an amount sufficient to maintain the Reserve Requirement of the Reserve Account. If there shall then not be sufficient Gas Tax Revenues on deposit in the Gas Tax Fund to transfer an amount sufficient to maintain the Reserve Requirement of the Reserve Account, the City shall be obligated to continue making transfers as Gas Tax Revenues become available in the Gas Tax Fund until there is an amount sufficient to maintain the Reserve Requirement of the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and Sinking Account in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of Series 2019 Bonds then 55394.00055\32329348.3 554-36 Outstanding, except that so long as the City is not in default hereunder, any amount in the Reserve Account in excess of the Reserve Requirement shall be withdrawn from the Reserve Account semiannually on or before four (4) Business Days preceding each January 1 and July I by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date shall be withdrawn from the Reserve Account and shall be transferred either (i) to the Interest Account, the Principal Account and Sinking Account, in such order, to the extent required to make the deposits then required to be made pursuant to this Section 4.03 or, (ii) if the City shall have caused to be transferred to the Trustee an amount sufficient to make the deposits required by this Section 4.03, then, at the Request of the City, such amount shall be transferred as directed by the City. The Reserve Requirement with respect to the Series 2019 Bonds shall be satisfied by the delivery of the Reserve Policy to the Trustee. The Trustee shall credit the Reserve Policy to the Reserve Account. Under the terms and conditions of the Reserve Policy, the Trustee shall deliver to the Insurer a demand for payment under the Reserve Policy in the required form at least five Business Days before the date on which funds are required for the purposes set forth in this Section 4.03(d). The Trustee shall comply with all of the terms and provisions of the Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of the Reserve Account, within the limits of the coverage amount provided by the Reserve Policy. All amounts drawn by the Trustee under the Reserve Policy will be deposited into the Reserve Account and applied for the purposes thereof. The City shall reimburse the Insurer for all draws under Reserve Policy in accordance with the terms of the Reserve Policy and Section 4.08 hereof. (e) Equal Rights. It is the intention of the City that the Series 2019 Bonds and Additional Obligations shall be secured by and payable from all moneys deposited in the Gas Tax Fund on an equal basis. To the extent that moneys deposited in the Gas Tax Fund are insufficient to pay debt service on the Series 2019 Bonds and Additional Obligations as they become due, the Series 2019 Bonds and Additional Obligations shall be payable on a pro-rata basis from all available moneys deposited in the Gas Tax Fund. Additionally, any moneys which remain in the Debt Service Fund after payment of principal of and interest on the Series 2019 Bonds shall be used to pay the Insurer for any other unpaid advances under the Reserve Policy. (3) Sur -plus. As long as all of the foregoing payments, allocations and transfers are made at the times and in the manner set forth above in subsections (1) and (2), any moneys remaining in the Gas Tax Fund may at any time be treated as surplus and applied for any lawful purpose. 55394.00055\32329348.3 55 4-J7 SECTION 4.04 Application of Debt Service Fund. Moneys in the Debt Service Fund shall be applied as follows: (a) Application of Interest Account. All amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Series 2019 Bonds as it shall become due and payable (including accrued interest on any Series 2019 Bonds purchased or redeemed prior to maturity pursuant to this Indenture). (b) Application of Principal Account. All amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal amount of the Series 2019 Bonds at their respective maturity dates. (c) Application of Sinking Account. All moneys on deposit in the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of redeeming or purchasing (in lieu of redemption) Term Bonds pursuant to Section 2.02(a). (d) Application of the Reserve Account. All moneys in the Reserve Account shall be applied as set forth in Section 4.03(d) hereof. SECTION 4.05 Investments. All moneys in the Gas Tax Fund may be invested by the City from time to time in any investments authorized by law, consistent with the City's investment policy. All moneys in the Debt Service Fund, and the accounts established therein, and Cost of Issuance Fund shall be invested by the Trustee solely in Authorized Investments, as directed pursuant to a written request of the City. In the absence of any such written request of the City, the Trustee may (but shall not be required to) invest any such moneys in money market funds described in paragraph (f) of the definition of Authorized Investments; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a written request of the City specifying a specific money market fund and, if no such written request of the City is so received, the Trustee shall hold such moneys uninvested. The Trustee shall be entitled to rely upon any investment written request of the City as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account, and all interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made; and shall be accounted for and applied as provided in Section 4.06(c) with respect to the Debt Service Fund; provided, however, that all interest or gain from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest Account to the extent not required to cause the balance in the Reserve Account to equal the Reserve Requirement. No Authorized Investment of moneys in the Reserve Account shall have a maturity in excess of five (5) years following the date of its acquisition, except that such restriction shall not apply to any investment agreement approved by the Insurer. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder with the written approval of the City. The Trustee or an affiliate may act as principal or agent in the acquisition or disposition of any investment, and shall be entitled to its customary fees therefor. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section. 55394.00055\32329348.3 554-38 The Trustee shall furnish the City periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provide only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. SECTION 4.06 Valuation; Investments. (a) Method of Valuation and Frequency of Valuation. In computing the amount in any fund or account, Authorized Investments shall be valued at Fair Market Value. With respect to all funds and accounts, valuation shall occur annually. (b) Investments Subiect to Yield Restriction. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code and investments in the Reserve Account shall be valued at cost thereof, (consisting of present value thereof, as determined by the City, within the meaning of Section 148 of the Tax Code); provided that the City shall inform the Trustee which funds are subject to a yield restriction. (c) Additional Limitations. Except as provided in the proceeding subsection (b), with respect to a yield restriction, for the purpose of determining the amount in any fund, the value of Authorized Investments credited to such fund shall be valued by the Trustee at least annually at the market value thereof. For purposes of valuation, the Trustee shall be entitled to utilize any pricing services it considers reliable. The Trustee may sell in any commercially reasonable manner, or present for redemption, any Authorized Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Authorized Investment is credited, and the Trustee shall not be liable or responsible for any loss resulting from sale or redemption of any such Authorized Investment. SECTION 4.07 Municipal Bond Insurance. [TO COME] SECTION 4.08 Reserve Policy Provisions. [TO COME] SECTION 4.09 Additional Rights of Insurer; Notices and Other Information to be Provided to Insurer. 55394.00055\32329348.3 554-39 ARTICLE V COVENANTS OF THE CITY; SPECIAL TAX COVENANTS SECTION 5.01 Punctual Payment; Compliance With Documents. The City shall punctually pay or cause to be paid the interest and principal to become due with respect to all of the Series 2019 Bonds in strict conformity with the terms of the Series 2019 Bonds and of this Indenture, and will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Contracts for Additional Obligations. SECTION 5.02 Against Encumbrances. The City will not mortgage or otherwise encumber, pledge or place any charge upon the facilities, suppliers or equipment or any part thereof, furnished by any of the Gas Tax Revenues, except as provided in the Indenture. SECTION 5.03 Discharge of Claims. The City covenants that in order to fully preserve and protect the priority and security of the Series 2019 Bonds the City shall pay from the Gas Tax Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Improvements which, if unpaid, may become a lien or charge upon the Gas Tax Revenues prior or superior to the lien of the Series 2019 Bonds and impair the security of the Series 2019 Bonds. The City shall also pay from the Gas Tax Revenues all taxes and assessments or other governmental charges lawfully levied or assessed upon or in respect of the Improvements or upon any part thereof or upon any of the Gas Tax Revenues therefrom. SECTION 5.04 Maintenance of Gas Tax Revenues. The City will use its best efforts to comply with all provisions of law and any regulations issued thereunder relating to the Gas Tax Revenues, including, but not limited to, Sections 2119 and 2151 through 2155 of the California Streets and Highways Code and Sections 65089.3 and 65089.4 of the California Government Code relating to conformance with the congestion management program relating to the City and will take any and all reasonable actions required in order to maintain the City's ability to receive the Gas Tax Revenues and apply the same as provided herein; provided, that nothing herein shall require the City to take any action or expend any City funds to comply with any such requirements deemed unreasonable in the sole discretion of the City, so long as failure to take such action or expend such funds will not cause the amount of estimated Gas Tax Revenues to be received by the City in the next Fiscal Year to be less than one hundred fifty percent (150%) of the Maximum Annual Debt Service as of the date of calculation. SECTION 5.05 Records and Accounts. The City covenants that it shall keep proper books of record and accounts of the Gas Tax Fund, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the Gas Tax Fund. Said books shall, upon reasonable request, be subject to the inspection of the Owners of not less than ten percent (10%) of the Outstanding Series 2019 Bonds or their representatives authorized in writing. The City covenants that it will cause the Gas Tax Fund to be audited annually by an Independent Certified Public Accountant and will make available for inspection by the Bond Owners at the Principal Corporate Trust Office of the Trustee in Los Angeles, California, upon reasonable request, a copy of the report of such Independent Certified Public Accountant. 55394.00055\32329348.3 554-40 The City covenants that it will cause to be prepared annually, not more than one hundred eighty (180) days after the close of each Fiscal Year, as a part of its regular annual financial report, a summary statement showing the Gas Tax Fund and the amount of all other funds collected which are required to be pledged or otherwise made available as security for payment of principal of and interest on the Series 2019 Bonds, the disbursements from the Gas Tax Fund and other funds in reasonable detail. The City shall furnish a copy of the statement to the Trustee, and upon written request, to any Bond Owner. The Trustee shall not be responsible for reviewing the audited financial statements and annual financial report. [The City will permit the Insurer to discuss the affairs, finances and accounts of the City or any information the Insurer may reasonably request regarding the security for the Series 2019 Bonds with appropriate officials of the City.] SECTION 5.06 Protection of Security and Rights of Owners. The City will preserve and protect the security of the Series 2019 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 Additional Obligations by the City, such Additional Obligations shall be incontestable by the City. SECTION 5.07 No Priority for Additional Obligations. The City covenants that no Additional Obligations shall be issued or incurred having any priority in payment of principal or interest out of the Gas Tax Revenues over the Series 2019 Bonds. SECTION 5.08 No Arbitrage. The City shall not take, nor permit nor suffer to be taken any action with respect to the proceeds of any of the Series 2019 Bonds which would cause any of the Series 2019 Bonds to be "arbitrage bonds" within the meaning of the Tax Code. SECTION 5.09 Information Report. The City shall cause to be filed an information report for the Series 2019 Bonds in compliance with Section 149(e) of the Tax Code. SECTION 5.10 Private Activity Series 2019 Bond Limitation. The City shall assure that the proceeds of the Series 2019 Bonds are not so used as to cause the Series 2019 Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code. SECTION 5.11 Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series 2019 Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Tax Code. SECTION 5.12 Further Assurances. The City 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 this Indenture, and for the better assuring and confirming unto the Owners of the Series 2019 Bonds the rights and benefits provided in this Indenture. SECTION 5.13 Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. 55394.00055\32329348.3 554-41 Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee, at the written request of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Series 2019 Bonds, shall, but only to the extent indemnified to its satisfaction from any liability or expense, including, without limitation fees and expenses of its attorneys, or any holder or beneficial owner of the Series 2019 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. SECTION 5.14 Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series 2019 Bonds. SECTION 5.15 Maintenance of Tax -Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Series 2019 Bonds from the gross income of the Bond Owners to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the Series 2019 Bonds. ARTICLE VI THE TRUSTEE SECTION 6.01 Appointment of Trustee. U.S. Bank National Association, with an office in Los Angeles, California, a banking association organized and existing under and by virtue of the laws of the United States of America, is hereby appointed Trustee by the City for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The City agrees that it will maintain a Trustee having a corporate trust office in San Francisco or Los Angeles, California, with a combined capital and surplus of at least Seventy -Five Million Dollars ($75,000,000), and subject to supervision or examination by federal or State authority, so long as any Series 2019 Bonds are Outstanding. If such bank or trust 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 Section 6.01 the combined capital and surplus of such bank, banking association, or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee is hereby authorized to pay the Series 2019 Bonds when duly presented for payment at maturity or purchase prior to maturity, and to cancel all Series 2019 Bonds upon payment thereof. The Trustee shall keep accurate records of all funds administered by it and of all Series 2019 Bonds paid and discharged. SECTION 6.02 Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: 55394.00055\32329348.3 554 42 (a) The Trustee, prior to the occurrence of an Event of Default and after curing all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. hi case an Event of Default hereunder has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to rely conclusively on advice of counsel of its choice concerning all matters of trust and its duty hereunder and the Trustee shall not be answerable for any willful misconduct or negligence on the part of any such attorneys, agents or receivers selected by it with reasonable care. (c) The Trustee shall not be responsible for any recital herein, or in the Series 2019 Bonds, or for the validity of this Indenture or any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Series 2019 Bonds issued hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the City hereunder. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 4.05. (d) The Trustee shall not be accountable for the use of any proceeds of sale of the Series 2019 Bonds delivered hereunder. The Trustee may become the Owner of Series 2019 Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Series 2019 Bonds, whether or not such committee shall represent the Owners of the majority in principal amount of the Series 2019 Bonds then Outstanding. (e) In the absence of bad faith on its part, the Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Series 2019 Bond, shall be conclusive and binding upon all future Owners of the same Series 2019 Bond and upon Series 2019 Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Series 2019 Bond or to take any action at his request unless the ownership of such Series 2019 Bond by such person shall be reflected on the Bond Registration Books. 55394.00055\32329348.3 554 43 (f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Certificate of the City as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default hereunder of which the Trustee has been given notice or is deemed to have notice, as provided in Section 6.02(h) hereof, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a Certificate of the City to the effect that an authorization in the form therein set forth has been adopted by the City as conclusive evidence that such authorization has been duly adopted and is in full force and effect. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. The immunities and exceptions from liability of the Trustee shall extend to its officers, as finally adjudicated by a court of law, directors, employees and agents. (h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any of the payments to the Trustee required to be made by the City pursuant hereto or failure by the City to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Series 2019 Bonds, unless the Trustee shall be specifically notified in writing of such default by the City or by the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Series 2019 Bonds then Outstanding, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Principal Corporate Trust Office, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Gas Tax Fund, including all books, papers and records of the City pertaining to the Gas Tax Fund and the Series 2019 Bonds, and to take such memoranda from and with regard thereto as may be desired but which is not privileged by statute or by law. 0) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Series 2019 Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, as may be deemed desirable for the purpose of establishing the right of the City to the execution of any Series 2019 Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. 55394.00055\32329348.3 554-44 (1) Before taking the action referred to in Section 8.03 and this Article the Trustee may require that an indemnity bond satisfactory in terms and amount be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is finally adjudicated by a court of law to have resulted from its negligence or willful default in connection with any such action. (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. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as it may agree to in writing. (n) 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 City 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 City whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The City 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 City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the City 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 City. 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 the fact that such directions conflict or are inconsistent with a subsequent written instruction. The City 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 City; (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. 55394.00055\32329348.3 554-45 (o) 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. (p) The Trustee does not have a duty to review any financial statements or reports of the City, is not considered to have notice of the content of any such statements or reports and does not have a duty to verify the accuracy of such financial statements or reports. (q) The Trustee may consult with counsel, who may be bond counsel or other counsel of or to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (r) 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 these Series 2019 Bonds. (s) Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee 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 be deemed to be conclusively proved and established by a Certificate of the City, and such certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this 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 it may deem sufficient. SECTION 6.03 Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees (including expenses) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default, the Trustee shall have a lust lien with right of payment prior to payment of any Series 2019 Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it respectively. SECTION 6.04 Notice to Bond Owners of Default. If an Event of Default hereunder occurs with respect to any Series 2019 Bonds, of which the Trustee has been given or is deemed to have notice, as provided in Section 6.02(h) hereof, then the Trustee shall promptly give written notice thereof by first-class mail to the Owner of each such Series 2019 Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the City to make any payment when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bond Owners not to give such notice. 55394.00055\32329348.3 554-46 SECTION 6.05 Intervention by Trustee. In any judicial proceeding to which the City is a party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Series 2019 Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to Section 6.02 hereof, shall do so if requested in writing by the Owners of at least twenty-five percent (25%) in aggregate principal amount of such Series 2019 Bonds then Outstanding. SECTION 6.06 Removal of Trustee. The Owners of a majority in aggregate principal amount of the Outstanding Series 2019 Bonds may at any time, and the City may so long as no Event of Default shall have occurred and then be continuing, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee (where applicable), whereupon the City or such Owners, as the case may be, shall appoint a successor or successors thereto; provided that any such successor shall be a bank or trust company meeting the requirements set forth in Section 6.01 hereof. The Trustee shall be precluded from charging a termination fee in such event. SECTION 6.07 Resignation by Trustee. The Trustee and any successor Trustee may at any time resign by giving thirty (30) days' written notice, as provided in Section 9.10 hereof, to the City. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the City shall cause notice thereof to be given by first class mail to the Bond Owners at their respective addresses set forth on the Bond Registration Books. No resignation of the Trustee shall take effect until a successor is appointed and has accepted. SECTION 6.08 Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, the City shall promptly appoint a successor Trustee. In the event the City shall for any reason whatsoever fail to appoint a successor Trustee within forty-five (45) days following the delivery to the Trustee of the instrument described in Section 6.06 or within forty-five (45) days following the receipt of notice by the City pursuant to Section 6.07, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6.01 hereof. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the City purporting to appoint a successor Trustee following the expiration of such forty -five-day period. SECTION 6.09 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 that such company shall be eligible under Section 6.01), shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. SECTION 6.10 Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the City an 55394.00055\32329348.3 554 47 instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the City, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. SECTION 6.11 Appointment of Co -Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co -trustee. The following provisions of this Section 6.11 are adopted to these ends. In the event that the Trustee appoints an additional individual or institution as a separate or co -trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co -trustee but only to the extent necessary to enable such separate or co -trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co -trustee shall run to and be enforceable by either of them. Should any instrument in writing from the City be required by the separate trustee or co - trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. In case any separate trustee or co -trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co -trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co -trustee. SECTION 6.12 Indemnification; Limited Liability of Trustee. The City shall indemnify and hold the Trustee harmless from and against all claims, losses, costs, expenses, liabilities and damages including legal fees and expenses arising from the exercise and performance of its duties hereunder and the termination of this Indenture. Such indemnity and fees and expenses pursuant to Section 6.03 shall survive the resignation or removal of the Trustee hereunder and the payment of the Series 2019 Bonds. No provision in this Indenture shall require the Trustee to 55394.00055\32329348.3 554-48 risk or expend its own funds or otherwise incur any financial liability hereunder if it shall have reasonable grounds for believing repayment of such funds or adequate indemnity against such liability or risk is not assured to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of a majority of the Owners of the principal amount of Series 2019 Bonds Outstanding relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture. ARTICLE VH MODIFICATION AND AMENDMENT OF THE INDENTURE SECTION 7.01 Amendment by Consent of Bond Owners. This Indenture and the rights and obligations of the City and of the Owners of the Series 2019 Bonds may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the Series 2019 Bonds then Outstanding, exclusive of Series 2019 Bonds disqualified as provided in Section 7.03 hereof, are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Series 2019 Bond or otherwise alter or impair the obligation of the City to pay the principal of or interest on at the time and place and at the rate and in the currency provided therein of any Series 2019 Bond without the express written consent of the Owner of such Series 2019 Bond, (b) reduce the percentage of Series 2019 Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. SECTION 7.02 Amendment Without Consent of Bondholders. This Indenture and the rights and obligations of the City and of the Owners of the Series 2019 Bonds may also be modified or amended at any time by a Supplemental Indenture which shall become binding upon execution and delivery, without consent of any Bond 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 City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the City may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not adversely affect the interests of the Owners of the Series 2019 Bonds; (c) to provide for the issuance of any Additional Obligations, and to provide the terms and conditions under which such Additional Obligations may be issued, including but not limited to the establishment of special funds and accounts relating to such Additional Obligations and any other provisions relating solely to such Additional Obligations, subject to and in accordance with the provisions of Section 3.04; or 55394.00055\32329348.3 5546 49 (d) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Series 2019 Bonds. Any rating agency rating the Series 2019 Bonds must receive notification of any amendment to this Indenture at least 15 days prior to its execution. [As long as an Insurer is not in default under the terms of its Insurance Policy, it shall be deemed the owner of all of the Series 2019 Bonds insured by its Insurance Policy for all purposes of this Section 7.02.1 SECTION 7.03 Disqualified Series 2019 Bonds. Series 2019 Bonds owned or held by or for the account of the City (but excluding Series 2019 Bonds held in any employees' retirement fund) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Series 2019 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 City shall specify in a certificate to the Trustee those Series 2019 Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. SECTION 7.04 Endorsement or Replacement of Series 2019 Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the City may determine that the Series 2019 Bonds shall bear a notation, by endorsement in form approved by the City, as to such action, and in that case upon demand of the Owner of any Series 2019 Bond Outstanding at such effective date and presentation of his Series 2019 Bond for that purpose at the Principal Corporate Trust Office, a suitable notation as to such action shall be made on such Series 2019 Bond. If the City shall so determine, new Series 2019 Bonds so modified as, in the opinion of the City, shall be necessary to conform to such Bond Owners' action shall be prepared and executed, and in that case upon demand of the Owner of any Series 2019 Bond Outstanding at such effective date such new Series 2019 Bonds shall be exchanged at the Principal Corporate Trust Office, without cost to each Bond Owner, for Series 2019 Bonds then Outstanding, upon surrender of such Outstanding Series 2019 Bonds. SECTION 7.05 Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Bond Owner from accepting any amendment as to the particular Series 2019 Bond held by him, provided that due notation thereof is made on such Series 2019 Bond. SECTION 7.06 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 55394.00055\32329348.3 554 50 SECTION 7.07 [Transcript of Proceedings to Insurer. The City shall provide or cause to be provided to the Insurer a full transcript of proceedings relating to any Supplemental Indenture or providing for the amendment or supplement of this Indenture.] ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS SECTION 8.01 Events of Default and Acceleration of Maturities. The following events shall be Events of Default hereunder: (a) Default in the due and punctual payment of the principal of any Series 2019 Bond or Additional Obligations when and as the same shall become due and payable, whether at maturity as therein expressed by declaration or otherwise; (b) Default in the due and punctual payment of any installment of interest on any Series 2019 Bond or Additional Obligations when and as such interest installment shall become due and payable; (c) Default by the City in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in any Contracts or in the Series 2019 Bonds contained, and such default shall have continued for a period of sixty (60) days after the City shall have been given notice in writing of such default by the Trustee; or (d) The filing by the City of 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 City, 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 City or of the whole or any substantial part of its property. Upon the occurrence of an Event of Default, the Trustee may, and shall, at the direction of the owners of a majority of the principal amount of the Series 2019 Bonds by written notice to the City, declare the principal of the Series 2019 Bonds to be immediately due and payable, whereupon the principal of the Series 2019 Bonds and interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Indenture or in the Series 2019 Bonds to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of the Series 2019 Bonds shall have been so declared due and payable and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay all of the principal of and interest on the Series 2019 Bonds having come due prior to such declaration, with interest on such overdue principal and interest calculated at the rate of interest per annum then borne by the Outstanding Series 2019 Bonds, and the reasonable fees and expenses of the Trustee and those of its attorneys, and any and all 55394.00055\32329348.3 554-51 other defaults known to the Trustee (other than in the payment of the principal of and interest on the Series 2019 Bonds having come 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 a majority in aggregate principal amount of the Series 2019 Bonds at the time Outstanding may, by written notice to the City and to the Trustee, on behalf of the Owners of all of the Outstanding Series 2019 Bonds, rescind and annul such declaration and its consequences. However, 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. SECTION 8.02 Application of Funds Upon Acceleration. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee in the following order upon presentation of the several Series 2019 Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid; First, to the payment of the fees, costs and expenses of the Trustee and of Bond Owners in declaring such Event of Default, including reasonable compensation to their agents, attorneys and counsel, and to the payment of the fees, costs and expenses of the Trustee, if any, in carrying out the provisions of this Article VIIf including reasonable compensation to its agents, attorneys and counsel and any outstanding fees and expenses of the Trustee, then to the payment of the fees, costs and expenses of the Bond Owners in declaring such Event of Default, including reasonable compensation to its agents, attorneys and counsel; and Second, to the payment of the whole amount then owing and unpaid upon the Series 2019 Bonds and Additional Obligations for interest and principal, with interest on such overdue amounts to the extent permitted by law at the rate of interest then borne by the Outstanding Series 2019 Bonds and Additional Obligations, and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Series 2019 Bonds and Additional Obligations, then to the payment of such interest, principal and interest on overdue amounts without preference or priority among such interest, principal and interest on overdue amounts ratably in proportion to the aggregate of such interest, principal and interest on overdue amounts. SECTION 8.03 Other Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy, in addition to the remedy specified in Section 8.01, at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Series 2019 Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture. If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount of Outstanding Series 2019 Bonds and indemnified as provided in Section 6.02(l), the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article V1II, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bond Owners. 55394.00055\32329348.3 554 52 No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. SECTION 8.04 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Series 2019 Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Series 2019 Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Series 2019 Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Any suit, action or proceeding which any Owner of Series 2019 Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Series 2019 Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Series 2019 Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney -in - fact of the respective Owners of the Series 2019 Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Series 2019 Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney -in -fact. SECTION 8.05 Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Gas Tax Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. SECTION 8.06 Non -Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Series 2019 Bonds, shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the interest on and principal of the Series 2019 Bonds to the respective Bond Owners at the respective dates of maturity, as herein provided, out of the Gas Tax Revenues and other moneys herein pledged for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or 55394.00055\32329348.3 554 53 remedies on any such subsequent default or breach. No delay or omission of any Owner of any of the Series 2019 Bonds 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 Trustee or Bond Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bond Owners, as the case may be. If a suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Bond Owners, the City and the Bond 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 8.07 Rights and Remedies of Bond Owners. No Owner of any Series 2019 Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Series 2019 Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) 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 any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners. The right of any Owner to receive payment of the principal of and interest and premium (if any) on such Series 2019 Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. SECTION 8.08 [Rights of the Insurer. Anything in this Indenture to the contrary notwithstanding, upon the occurrence and continuation of an Event of Default, the Insurer shall be entitled to control and direct the enforcement of all rights and remedies (including the right to require a declaration of acceleration) granted hereunder to the Owners, or to the Trustee for the benefit of the Owners, including but not limited to rights and remedies granted pursuant to Section 8.02 and including but not limited to the right to approve all waivers of any Events of Default. The rights granted to the Insurer under this Indenture shall be deemed terminated and shall not be exercisable by the Insurer during any period during which the Insurer shall be in default under the Insurance Policy. 55394.00055\32329348.3 554-54 So long as the Insurer shall be in compliance with its payment obligations under the Insurance Policy, the Insurer shall be deemed to be the sole owner of the Series 2019 Bonds for purposes of all provisions relating to an event of default with respect to the Series 2019 Bonds, except with respect to the giving of notice of such an Event of Default. The Insurer shall be included as a party in interest and as a party entitled to (1) notify the Trustee of the occurrence of an Event of Default and (2) request the Trustee to intervene in judicial proceedings that affect the Series 2019 Bonds or the security therefor. In addition, the provisions herein requiring the consent, approval or direction of the Insurer shall be applicable only at such time as the Insurer shall be in compliance with its payment obligations under the Insurance Policy and the Reserve Policy.] SECTION 8.09 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the City, the Trustee and the Bond Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE IX MISCELLANEOUS SECTION 9.01 Limited Liability of City. Notwithstanding anything in this Indenture contained, the City shall not be required to advance any moneys derived from any source of income other than the Gas Tax Revenues for the payment of the principal of or interest on the Series 2019 Bonds, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Gas Tax Revenues). The City may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the City for such purpose without incurring indebtedness. SECTION 9.02 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City, the Trustee, [the Insurer] and the Owners any right, remedy or claim under or by reason of this Indenture, or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Trustee and the Owners. SECTION 9.03 Discharge of Indenture. If the City shall pay and discharge any or all of the Outstanding Series 2019 Bonds in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on such Series 2019 Bonds, as and when the same become due and payable; 55394.00055\32329348.3 554-55 (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay such Series 2019 Bonds, including all principal of and interest thereon; or (c) by depositing with a qualified escrow holder, in trust, Defeasance Obligations in such amount as the City (verified by an Independent Certified Public Accountant) shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the Funds and Accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on such Series 2019 Bonds (including all principal and interest at their respective maturity dates; then, at the election of the City, and notwithstanding that any of such Series 2019 Bonds shall not have been surrendered for payment, the pledge of the Gas Tax Revenues and other funds provided for in this Indenture with respect to such Series 2019 Bonds, and all other pecuniary obligations of the City under this Indenture with respect to all such Series 2019 Bonds, shall cease and terminate, except only the obligation of the City to pay or cause to be paid to the Owners of such Series 2019 Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and all expenses and costs of the Trustee. Notice of such election shall be filed with the Trustee. Any funds thereafter held by the Trustee, which are not required for said purposes, shall be paid over to the City. To accomplish a defeasance under (c) of this section the City shall cause to be delivered (i) a report of an Independent Certified Public Accountant verifying the sufficiency of the escrow established to pay the Series 2019 Bonds in full on the maturity date ("Verification"), (ii) an escrow deposit agreement, and (iii) an opinion of nationally recognized bond counsel to the effect that the Series 2019 Bonds are no longer "Outstanding" under this Indenture; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the City and the Trustee. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or authorizing document, if no separate escrow agreement is utilized), the terms of the escrow agreement or authorizing document, if applicable, shall be controlling. [At least (three) 3 Business Days prior to any defeasance with respect to the Series 2019 Bonds, the City shall deliver to the Insurer draft copies of an escrow agreement, an opinion of bond counsel regarding the validity and enforceability of the escrow agreement and the defeasance of the Series 2019 Bonds, a Verification Report regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to the Insurer and shall be in form and substance satisfactory to the Insurer. In addition, the escrow agreement shall provide that: 55394.00055\32329348.3 554-56 (a) Any substitution of securities following the execution and delivery of the escrow agreement shall require the delivery of a Verification Report, an opinion of bond counsel that such substitution will not adversely affect the exclusion (if interest on the Series 2019 Bonds is excludable) from gross income of the holders of the Series 2019 Bonds of the interest on the Series 2019 Bonds for federal income tax purposes and the prior written consent of the Insurer, which consent will not be unreasonably withheld. (b) The City will not exercise any prior optional redemption of Series 2019 Bonds secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to the Insurer a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any such redemption. (c) The City shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of the hisurer.] SECTION 9.04 Content of Certificates. Every certificate with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate 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 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 City 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, on information with respect to which is in the possession of the City, upon the certificate or opinion of or representations by an officer or officers of the City, 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 the exercise of reasonable care should have known that the same were erroneous. SECTION 9.05 Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by agent or agents duly appointed in writing. Proof of the 55394.00055\32329348.3 55 44 57 execution of any such request, consent or other instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the City if made in the manner provided in this Section 9.05. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof. The ownership of Series 2019 Bonds shall be provided by the Bond Registration Books. Any request, consent or vote of the Owner of any Series 2019 Bond shall bind every future Owner of the same Series 2019 Bond and the Owner of any Series 2019 Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the City in pursuance of such request, consent or vote. In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action. SECTION 9.06 Waiver of Personal Liability. No officer, agent or employee of the City shall be individually or personally liable for the payment of the interest on or principal of the Series 2019 Bonds; but nothing herein contained shall relieve any such officer, agent or employee from the performance of any official duty provided by law. SECTION 9.07 Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the City (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Series 2019 Bonds; but the Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The City hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Series 2019 Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 9.08 Destruction of Cancelled Series 2019 Bonds. Whenever in this Indenture provision is made for the surrender to the City of any Series 2019 Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such Series 2019 Bonds and furnish to the City a certificate of such destruction. SECTION 9.09 Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the City or the Trustee may be established and maintained in the 55394.00055\32329348.3 55 45_58 accounting records of the City or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the City shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such Funds and Accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Series 2019 Bonds and the rights of every Owner thereof. SECTION 9.10 Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, first class mail, overnight and hand delivery, fax and email addressed as follows: If to the City: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: Executive Director and Treasurer If to the Trustee: U.S. Bank National Association US Bank Tower Los Angeles 633 W. 5th St., 24th Floor Los Angeles, CA 90071 Attention: If to the Insurer: As directed in Section 4.09 The City and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 9.11 Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Series 2019 Bonds which remain unclaimed for one (1) year after the date when such Series 2019 Bonds have become due and payable, either at their stated maturity dates if such moneys were held by the Trustee at such date, or for one (1) year after the date of deposit of such moneys if deposited with the Trustee after said date when such Series 2019 Bonds become due and payable, shall, at the written request of the City, be repaid by the Trustee to the City, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of such Series 2019 Bonds; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the expense and direction of the City, cause to be mailed to the Owners of all such Series 2019 Bonds, at their respective addresses appearing on the Bond Registration Books, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than thirty (30) days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the City. (Signature page follows) 55394.00055\32329348.3 554 59 IN WITNESS WHEREOF, the CfFY OF SANTA ANA has caused this Indenture to be signed in its name and on its behalf by the Mayor and attested by its City Clerk, and U.S. Bank National Association, in token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written. ATTEST: Daisy Gomez Clerk of the Council CITY OF SANTA ANA Miguel Pulido Mayor U.S. BANK NATIONAL ASSOCIATION, as Trustee Authorized Officer -Signature Page - Indenture of Trust 55394.00055\32329348.3 55 S 1 6O IM EXHIBIT A FORM OF SERIES 2019 BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF SANTA ANA GAS TAX REVENUE REFUNDING BOND SERIES 2019 94 INTEREST RATE MATURITY DATE DATED DATE CUSIP REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS Under and by virtue of Sections 53570 et seq. and 53580 et seq. of the California Government Code (the "Bond Law"), the City of Santa Ana (the "City"), for value received, will, on the Maturity Date specified above, pay to the Registered Owner named above, or registered assigns (the "Owner"), the Principal Amount stated above, in lawful money of the United States of America, and pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Series 2019 Bond (unless (i) this Series 2019 Bond is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) this Series 2019 Bond is authenticated prior to [June 15, 20201, in which event it shall bear interest from the Dated Date stated above; provided, however, that if at the time of authentication of this Series 2019 Bond, interest is in default on this Series 2019 Bond, this Series 2019 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Series 2019 Bond) until payment of such Principal Amount in full, at the Interest Rate per annum stated above, payable on January I and July 1 in each year, commencing [July 1, 20201 (each an "Interest Payment Date"), calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, are payable at the corporate trust office of U.S. Bank National Association (the "Trustee"), in [Los Angeles, California]. Interest hereon (including the final interest payment upon maturity) is payable by check or draft of the Trustee 55394.00055\32329348.3 55A161 mailed by first class mail to the Owner at the Owner's address as it appears on the registration books maintained by the Trustee as of the close of business on the fifteenth (15th) day of the month next preceding such Interest Payment Date (the "Record Date"); provided, that at the option of any Owner of at least $1,000,000 aggregate principal amount of the Series 2019 Bonds with respect to which written instructions have been filed with the Trustee prior to the Record Date, such interest may be paid by wire transfer. This Series 2019 Bond is one of a duly authorized issue of Series 2019 Bonds of the City designated as its "Gas Tax Revenue Refunding Bonds, Series 2019" (the "Series 2019 Bonds") issued under and pursuant to the Bond Law and under an Indenture of Trust (the "Indenture") by and between the City and the Trustee, dated as of , 2019, and approved by the City by Resolution No. adopted by the City Council of the City on 12019 (the "Resolution"). Copies of the Indenture are on file at the office of the City Clerk and at the above -mentioned office of the Trustee, and reference to the Indenture and any and all supplements thereto and modifications and amendments thereof and to the Bond Law is made for a description of the terms on which the Series 2019 Bonds are issued, the provisions with regard to the nature and extent of the Gas Tax Revenues, as that term is defined in the Indenture, and the rights of the Owners of the Series 2019 Bonds. All the terms of the Indenture and the Bond Law are hereby incorporated herein and constitute a contract between the City and the Owner from time to time of this Series 2019 Bond, and to all the provisions thereof the Owner of this Series 2019 Bond, by acceptance hereof, consents and agrees. Each subsequent Owner hereof shall have recourse to all of the provisions of the Bond Law and the Indenture and shall be bound by all of the terms and conditions thereof. The Series 2019 Bonds are being issued for the purpose of (i) refunding the 2007 Gas Tax Revenue Certificates of Participation; (ii) paying certain costs of issuing the Series 2019 Bonds; and (iii) funding a reserve account. The Series 2019 Bonds are special obligations of the City and are secured by amounts held from time to time in the Debt Service Fund established and held by the Trustee under the Indenture and, subject to certain restrictions set forth in the Indenture, a pledge of and lien on certain Gas Tax Revenues (as defined in the Indenture) deposited into the Gas Tax Fund. Neither the general fund, the full faith and credit, nor the taxing power of the City, the State of California or any other political subdivision thereof is pledged to the payment of the Series 2019 Bonds. The Series 2019 Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts except the Gas Tax Revenues. The Series 2019 Bonds maturing on or before January 1, are not subject to optional redemption prior to maturity. The Series 2019 Bonds maturing on January 1, and thereafter are subject to redemption prior to their stated maturity at the option of the City, as a whole or in part on any date, by such maturities as are selected by the City from any available source of funds on or after January 1, at a redemption price equal to the principal amount of the Series 2019 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption. 55394.00055\32329348.3 55k- 62 The Series 2019 Bonds maturing January 1, are subject to redemption in part by lot, on January 1, in each year commencing January 1, from payments made by the City into the Sinking Account, at a redemption price equal to the principal amount to be redeemed, without premium, in the aggregate respective principal amounts and on January 1 in the respective years set forth in the Indenture. Additional Obligations payable on a parity with the Series 2019 Bonds may be issued pursuant to the Indenture, solely for the purpose of redeeming all or a portion of the Series 2019 Bonds, and may be made subject to redemption prior to maturity, as a whole or in part, at such time or times, and upon payment of the principal amount thereof and accrued interest thereon plus such premium or premiums, if any, as may be determined by the City in the applicable Additional Obligations Instrument. The Series 2019 Bonds are issuable as fully registered Series 2019 Bonds, without coupons, in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Series 2019 Bonds may be exchanged for a like aggregate principal amount of Series 2019 Bonds of other authorized denominations and of the same maturity. This Series 2019 Bond is transferable by the Owner hereof, in person, or by his attorney duly authorized in writing, at the Principal Corporate Trust Office, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Series 2019 Bond. Upon registration of such transfer a new Series 2019 Bond or Series 2019 Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The City and the Trustee may treat the Owner hereof as the absolute Owner hereof for all purposes, and the City and the Trustee shall not be affected by any notice to the contrary. The Indenture may be amended without the consent of the Owners of the Series 2019 Bonds to the extent set forth in the Indenture. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Series 2019 Bond do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California and that the amount of this Series 2019 Bond, together with all other indebtedness of the City, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Series 2019 Bonds permitted to be issued under the Indenture. This Series 2019 Bond shall not become valid or obligatory for any purpose or be entitled to the benefits of the Indenture until the certificate of authentication and registration hereon shall have been manually signed by an authorized officer or signatory of the Trustee. Unless this Series 2019 Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the City or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and 55394.00055\32329348.3 55A'63 any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the City of Santa Ana has caused this Series 2019 Bond to be executed in its name and on its behalf with the facsimile signatures of the City of Santa Ana Mayor and of its Clerk of the Council, all as of the Dated Date specified above. CITY OF SANTA ANA Miguel Pulido Mayor ATTEST: Daisy Gomez Clerk of the Council 55394.00055\32329348.3 55 -64 CERTIFICATE OF AUTHENTICATION This is one of the Series 2019 Bonds described in the within -mentioned Indenture. Dated: U.S. BANK NATIONAL ASSOCIATION By: Authorized Signatory 55394.00055\32329348.3 55A'_65 FORM OF ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature guarantee shall be made by a Note guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. 55394.00055\32329348.3 55A'66 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY SECTION 1.01 Definitions .................................................................................................. 2 SECTION 1.02 Rules of Construction.............................................................................. 13 SECTION 1.03 Authorization and Purpose of Series 2019 Bonds ................................... 13 SECTION 1.04 Equal Security.......................................................................................... 13 ARTICLE H ISSUANCE OF SERIES 2019 BONDS SECTION 2.01 Terms of Series 2019 Bonds.................................................................... 13 SECTION 2.02 Terms of Redemption.............................................................................. 14 SECTION 2.03 Form of Series 2019 Bonds...................................................................... 17 SECTION 2.04 Execution of Series 2019 Bonds.............................................................. 17 SECTION 2.05 Transfer of Series 2019 Bonds................................................................. 17 SECTION 2.06 Exchange of Series 2019 Bonds.............................................................. 18 SECTION 2.07 Temporary Series 2019 Bonds................................................................. 18 SECTION 2.08 Bond Registration Books......................................................................... 18 SECTION 2.09 Series 2019 Bonds Mutilated, Lost, Destroyed or Stolen ........................ 18 SECTION 2.10 Book Entry System.................................................................................. 19 ARTICLE III ISSUE OF SERIES 2019 BONDS; ADDITIONAL OBLIGATIONS SECTION 3.01 Issuance of Series 2019 Bonds................................................................ 20 SECTION 3.02 Application of Proceeds of Sale of Series 2019 Bonds; Transfers from the 2007 Trust Agreement............................................................... 21 SECTION 3.03 Cost of Issuance Fund.............................................................................. 21 SECTION 3.04 Issuance of Additional Obligations.......................................................... 21 SECTION 3.05 Validity of Series 2019 Bonds................................................................. 21 ARTICLE IV PLEDGE OF GAS TAX REVENUES; FUNDS AND ACCOUNTS SECTION 4.01 Pledge of Gas Tax Revenues, Gas Tax Fund ........................................... 22 SECTION 4.02 Receipt and Deposit of Revenues............................................................ 22 SECTION 4.03 Establishment of Funds and Accounts and Allocation of Revenues Thereto..................................................................................................... 22 SECTION 4.04 Application of Debt Service Fund........................................................... 25 SECTION 4.05 Investments.............................................................................................. 25 SECTION 4.06 Valuation; Investments............................................................................ 26 SECTION 4.07 Municipal Bond Insurance....................................................................... 26 55394.00055\32329348.3 _i_ 55A-67 TABLE OF CONTENTS (continued) Page SECTION 4.08 Reserve Policy Provisions........................................................................ 26 SECTION 4.09 Additional Rights of hisurer; Notices and Other Information to be Provided to hisurer................................................................................... 26 ARTICLE V COVENANTS OF THE CITY; SPECIAL TAX COVENANTS SECTION 5.01 Punctual Payment; Compliance With Documents ................................... 27 SECTION 5.02 Against Encumbrances............................................................................. 27 SECTION 5.03 Discharge of Claims................................................................................. 27 SECTION 5.04 Maintenance of Gas Tax Revenues.......................................................... 27 SECTION 5.05 Records and Accounts.............................................................................. 27 SECTION 5.06 Protection of Security and Rights of Owners .......................................... 28 SECTION 5.07 No Priority for Additional Obligations.................................................... 28 SECTION 5.08 No Arbitrage............................................................................................ 28 SECTION 5.09 Information Report ................................................................................... 28 SECTION 5.10 Private Activity Series 2019 Bond Limitation ......................................... 28 SECTION 5.11 Federal Guarantee Prohibition................................................................. 28 SECTION 5.12 Further Assurances................................................................................... 28 SECTION 5.13 Continuing Disclosure............................................................................. 28 SECTION 5.14 Rebate Requirement................................................................................. 29 SECTION 5.15 Maintenance of Tax-Exemption.............................................................. 29 SECTION 6.01 SECTION 6.02 SECTION 6.03 SECTION 6.04 SECTION 6.05 SECTION 6.06 SECTION 6.07 SECTION 6.08 SECTION 6.09 SECTION 6.10 SECTION 6.11 SECTION 6.12 SECTION 7.01 ARTICLE VI THE TRUSTEE Appointment of Trustee........................................................................... 29 Acceptance of Trusts................................................................................ 29 Fees, Charges and Expenses of Trustee ................................................... 33 Notice to Bond Owners of Default.......................................................... 33 Intervention by Trustee............................................................................ 34 Removal of Trustee.................................................................................. 34 Resignation by Trustee............................................................................ 34 Appointment of Successor Trustee.......................................................... 34 Merger or Consolidation.......................................................................... 34 Concerning any Successor Trustee.......................................................... 34 Appointment of Co-Trustee..................................................................... 35 Indemnification; Limited Liability of Trustee ......................................... 35 ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE 55394.00055\32329348.3 Amendment by Consent of Bond Owners 36 55A-68 TABLE OF CONTENTS (continued) SECTION 7.02 Amendment Without Consent of Bondholders .................. SECTION 7.03 Disqualified Series 2019 Bonds ......................................... SECTION 7.04 Endorsement or Replacement of Series 2019 Bonds After Amendment........................................................................ SECTION 7.05 Amendment by Mutual Consent ........................................ SECTION 7.06 Execution of Supplemental Indentures .............................. SECTION 7.07 [Transcript of Proceedings to Insurer ................................ Page ...................... 36 ...................... 37 ...................... 37 ...................... 37 ...................... 37 ...................... 38 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS SECTION 8.01 Events of Default and Acceleration of Maturities ................................... 38 SECTION 8.02 Application of Funds Upon Acceleration ................................................ 39 SECTION 8.03 Other Remedies; Rights of Bond Owners ................................................ 39 SECTION 8.04 Power of Trustee to Control Proceedings ................................................ 40 SECTION 8.05 Appointment of Receivers....................................................................... 40 SECTION 8.06 Non-Waiver.............................................................................................. 40 SECTION 8.07 Rights and Remedies of Bond Owners .................................................... 41 SECTION 8.08 [Rights of the Insurer............................................................................... 41 SECTION 8.09 Termination of Proceedings..................................................................... 42 ARTICLE IX MISCELLANEOUS SECTION 9.01 Limited Liability of City.......................................................................... 42 SECTION 9.02 Parties Interested Herein.......................................................................... 42 SECTION 9.03 Discharge of Indenture............................................................................. 42 SECTION 9.04 Content of Certificates............................................................................. 44 SECTION 9.05 Execution of Documents by Bond Owners .............................................. 44 SECTION 9.06 Waiver of Personal Liability.................................................................... 45 SECTION 9.07 Partial Invalidity....................................................................................... 45 SECTION 9.08 Destruction of Cancelled Series 2019 Bonds ........................................... 45 SECTION 9.09 Funds and Accounts................................................................................. 45 SECTION 9.10 Notices..................................................................................................... 46 SECTION 9.11 Unclaimed Moneys.................................................................................. 46 EXHIBIT A — FORM OF SERIES 2019 BOND 55394.00055\32329348.3 -lll- A-1 55A-69 1*:/:I1-3hd1l;3 BB&K Draft 10/16/19 ESCROW DEPOSIT AND TRUST AGREEMENT by and among the SANTA ANA FINANCING AUTHORITY, CITY OF SANTA ANA, CALIFORNIA, and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Dated as of December 1, 2019 55394.00055\32329256.4 5 5A -7 0 ESCROW DEPOSIT AND TRUST AGREEMENT This ESCROW DEPOSIT AND TRUST AGREEMENT (the "Escrow Agreement") is made and entered into as of December 1, 2019, by and among the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), CITY OF SANTA ANA, a municipal corporation organized and existing by virtue of Constitution and laws of the State of California (the "City") and U.S. BANK NATIONAL ASSOCIATION, as escrow agent (the "Escrow Agent"); WITNESSETH: WHEREAS, the City and the Authority have heretofore entered into a 2007 Installment Sale Agreement, dated as of December 1, 2007 (the "2007 Agreement"); WHEREAS, payments by the City of installment payments pursuant to the 2007 Agreement (the "2007 Payments") are applied to the payment of the $68,010,000 Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Project) (the "2007 Certificates"); WHEREAS, the 2007 Agreement provides that in the event that the City deposits, or causes the deposit on its behalf of, moneys and certain securities (as defined in Section 7.01 of the 2007 Trust Agreement (defined below)) in an amount, together with investment earnings and certain funds held under the 2007 Trust Agreement, sufficient to pay and discharge all or a portion of the indebtedness of the 2007 Agreement at or before maturity, then the obligations of the City under the 2007 Agreement shall cease and terminate with respect to the obligations so discharged, except only the obligation of the City to pay or cause to be paid to the Authority all sums due thereon out of the Escrow Fund with respect to the obligations so discharged and thereafter such Gas Tax Revenues (as defined in the 2007 Agreement) shall be released from the lien of the 2007 Agreement; and WHEREAS, pursuant to the 2007 Agreement, the Authority assigned to the Prior Trustee, defined below, its rights to receive installment payments (the "Prior Installment Payments") from the City under the 2007 Agreement and the right to exercise such rights and remedies conferred on the Authority under the 2007 Agreement to enforce payment of the Prior Installment Payments; and WHEREAS, pursuant to a Trust Agreement, relating to and dated as of the same date as the 2007 Agreement, by and among the Authority, The Bank of New York Mellon Trust Company, N.A. (the "Prior Trustee") and the City (the "2007 Trust Agreement"), the 2007 Certificates were issued, secured in part by the prior payments; and WHEREAS, the City has determined that it is in the best interests of the Authority at this time to refinance the City's obligation to make the remaining Prior Installment Payments under the 2007 Agreement and, as a result thereof, to provide for the prepayment of such Prior Installment Payments on said , 2019, at a prepayment price of 100% of the principal amount thereof, plus accrued interest; and 55394.00055\32329256.4 55A_7 1 WHEREAS, the Authority and the City propose to make the deposit of moneys and to appoint the Escrow Agent as their agent for the purpose of applying said deposit to the payment of remaining Prior Installment Payments in accordance with the instructions provided by this Escrow Agreement and of applying said remaining Prior Installment Payments to the prepayment of the 2007 Certificates in accordance with the 2007 Trust Agreement and 2007 Agreement; and WHEREAS, to obtain moneys to make such deposit, the City proposes to issue its $ City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 (the "Bonds") pursuant to that certain Indenture of Trust, dated as of December 1, 2019, (the "Indenture"), by and between the City and the U.S. Bank National Association, as trustee (the "2019 Trustee"); and WHEREAS, the City wishes to make such a deposit with the Escrow Agent and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Agent has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Agreement. NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: Section 1. Definition of Federal Securities. As used herein, the term "Federal Securities" means direct non -callable obligations of the United States of America, Refcorp interest strips, or securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America has been pledged to any such obligation or guarantee. Section 2. Appointment of Escrow Agent. The City and the Authority hereby appoint the Escrow Agent as Escrow Agent for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment. Section 3. Establishment of Escrow Fund. There is hereby created by the City and the Authority with, and to be held by, the Escrow Agent, as security for the payment of the remaining Prior Installment Payments as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Agent on behalf of the City and the Authority and for the benefit of the owners of the 2007 Certificates, said escrow to be designated the "Escrow Fund." All moneys and Federal Securities, if any, deposited in the Escrow Fund shall be held as a special fund for the payment of the remaining Prior Installment Payments in accordance with the provisions of the 2007 Agreement. If at any time the Escrow Agent shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required by Section 5 hereof, the Escrow Agent shall notify the City of such fact and the City shall immediately cure such deficiency. 55394.00055\32329256.4 55A_72 Section 4. Deposit into Escrow Fund, Investment of Amounts. Concurrently with delivery of the Bonds, the City and the Authority shall cause to be transferred to the Escrow Agent for deposit into the Escrow Fund the amount of $ in immediately available funds. All amounts deposited to the Escrow Fund shall be held as cash uninvested. Section 5. Instructions as to Application of Deposit; Authority Retains Right of Optional Redemption. The City and the Authority hereby irrevocably direct and instruct the Escrow Agent to apply cash and securities held in the Escrow Fund to transfer to the Prior Trustee to pay the remaining Prior Installment Payments relating to the 2007 Agreement in full on , 2019 at a prepayment price of 100% of the principal amount hereof. For such purpose of call and prepayment prior to maturity of the 2007 Certificates, the City and the Authority have previously instructed the Escrow Agent to give notice of prepayment of the 2007 Certificates, and such notice of prepayment has been given timely for prepayment of the 2007 Certificates on , 2019, in accordance with the applicable provisions of the 2007 Trust Agreement. Any funds remaining in the Escrow Fund after 2019, shall be delivered to the City. Section 6. Application of Certain Terms of 2007 Trust Agreement. All of the terms of the 2007 Trust Agreement relating to the making of payments of principal and interest with respect to the 2007 Certificates are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the 2007 Trust Agreement relating to the limitations from liability and protections afforded the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Agent hereunder. Section 7. Compensation to Escrow Agent. The City shall pay the Escrow Agent full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof, pursuant to a separate agreement between the City and the Escrow Agent. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Section 8. Liabilities and Obligations of Escrow Agent. The Escrow Agent shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the City shall have deposited sufficient funds with the Escrow Agent to satisfy such obligation. The Escrow Agent may rely and shall be protected in acting upon the written instructions of the City or its agents relating to any matter or action as Escrow Agent under this Escrow Agreement. The Escrow Agent undertakes such duties as specifically set forth herein and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The City hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and hold harmless the Escrow Agent and its respective successors, assigns, agents and servants from and 55394.00055\32329256.4 5 5Q _7 3 against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Agent made in good faith in the conduct of its duties; provided, however, that the City shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement and the resignation and removal of the Escrow Agent. 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. The Escrow Agent may consult with counsel of its own choice 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. The Escrow Agent shall not be responsible for any of the recitals or representations contained herein. Whenever in the administration of this Escrow 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 an authorized representative of the City and Authority, 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 Escrow Agreement upon the faith thereof. The liability of the Escrow Agent to make the payments required by this Escrow Agreement shall be limited to the moneys and Federal Securities in the Escrow Fund. The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal securities deposited with it to pay the principal, interest, or premiums, if any, on the 2007 Certificates. No provision of this Escrow 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. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees 55394.00055\32329256.4 4 55 / w appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority or the City elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent's understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such instructions notwithstanding the fact that such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Authority and City acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and City the right to receive brokerage confirmations of security transactions as they occur, the Authority and City specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the Authority and City periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder. Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2007 Certificates then outstanding shall have been filed with the Escrow Agent. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, but only (1) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the City, (2) to cure, correct or supplement any ambiguous or defective provision contained herein, or (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not adversely affect the interests of the owners of the 2007 Certificates or the Bonds, and that such amendment will not cause interest on the 2007 Certificates or the Bonds to become subject to federal income taxation. Section 10. Termination; Unclaimed Money. This Escrow Agreement shall terminate when the 2007 Certificates have been paid; provided, however, that (i) money held by the Escrow Agent pursuant to this Escrow Agreement for the payment and discharge of any of the 2007 Certificates (which shall not be payable as to interest from and after the date set for redemption) which remain unclaimed for two (2) years after such payments were due, shall be repaid by the Escrow Agent to the City free from the trust created by the 2007 Trust Agreement 55394.00055\32329256.4 5 5A _7 5 and this Escrow Agreement, and the Escrow Agent shall thereupon be released and discharged with respect thereto and hereto and all liability of the Escrow Agent with respect to such money shall thereupon cease and (ii) excess moneys held by the Escrow Agent not needed for the payment and discharge of the remaining Prior Installment Payments shall be transferred to the City. Section 11. Severability. If any section, paragraph, sentence, clause or provision of this Escrow 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 Escrow Agreement. Section 12. Notice of Escrow Agent, Authority and City. Any notice to or demand upon the Escrow Agent may be served and presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent as specified by the Escrow Agent as prior trustee (the "Prior Trustee") in accordance with the provisions of the 2007 Trust Agreement or by physical delivery with confirmation of receipt or by confirmed telecopy. Any notice to or demand upon the City or the Authority shall be deemed to have been sufficiently given or served for all purposes by being mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided in the 2007 Agreement (or such other address as may have been filed in writing by the City or the Authority with the Escrow Agent). Section 13. Merger or Consolidation of Escrow Agent. Any company into which the Escrow Agent may be merged or converted or with which 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 to act as trustee under the 2007 Trust Agreement, shall be the successor hereunder to the Escrow Agent without the execution or filing of any paper or any further act. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California. Section 15. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall constitute but one and the same instrument. (Signature page follows) 55394.00055\32329256.4 55A_76 IN WITNESS WHEREOF, the Authority, the City and the Escrow Agent have each caused this Escrow Agreement to be executed by their duly authorized officers all as of the date first above written. ATTEST: ATTEST: Daisy Gomez Clerk of the Council Daisy Gomez Secretary CITY OF SANTA ANA Kristine Ridge City Manager U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Authorized Officer SANTA ANA FINANCING AUTHORITY Kristine Ridge Executive Director -Signature Page - Escrow Deposit and Trust Agreement 55394.00055\32329256.4 551 77 TABLE OF CONTENTS Page Section 1. Definition of Federal Securities............................................................................. 2 Section 2. Appointment of Escrow Agent.............................................................................. 2 Section 3. Establishment of Escrow Fund.............................................................................. 2 Section 4. Deposit into Escrow Fund; Investment of Amounts .............................................. 3 Section 5. Instructions as to Application of Deposit; Authority Retains Right of OptionalRedemption............................................................................................. 3 Section 6. Application of Certain Terms of 2007 Trust Agreement ....................................... 3 Section 7. Compensation to Escrow Agent............................................................................. 3 Section 8. Liabilities and Obligations of Escrow Agent......................................................... 3 Section9. Amendment............................................................................................................ 5 Section 10. Termination; Unclaimed Money............................................................................ 5 Section11. Severability............................................................................................................6 Section 12. Notice of Escrow Agent, Authority and City ......................................................... 6 Section 13. Merger or Consolidation of Escrow Agent............................................................ 6 Section 14. Governing Law...................................................................................................... 6 Section 15. Execution in Several Counterparts......................................................................... 6 553 94.000 55\32329256.4 _i_ 55A-78 1=:1:INhdEI '^ C o TP � o PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER _, 2019 NEW ISSUE - BOOK -ENTRY ONLY UNDERLYING RATING S&P: INSURED RATING S&P: In the opinion of Best Best & Krieger LLP, Riverside, California, Bond Counsel, subject to certain qualifications described herein, under existing statutes, regulations, rules and court decisions, and assuming certain representations noncompliance with certain covenants and requirements described herein, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item oftax preference for purposes of the federal alternative minimum taxes. In the further opinion ofBond Counsel, such interest is exemptfrom California personal income taxes. See "TAXMATTERS"herein. " Dated: Date of Delivery CITY OF SANTA ANA Gas Tax Revenue Refunding Bonds, Series 2019 Due: January 1, as shown on inside cover Authority for Issuance. The bonds captioned above (the `Bonds') are being issued by the City of Santa Ana (the "City') pursuant to the provisions of Sections 53570 et seq. and 53580 et seq. of the California Government Code, a resolution adopted by the City Council of the City on 2019 and an Indenture of Trust, dated as of December 1, 2019 (the "Indenture') by and between the City and U.S. Bank National Association, as trustee for the Bonds (the "Trustee"). Use of Proceeds. The Bonds are being issued to provide funds to (i) to prepay the Santa Ana Financing Authority (the "Authority') Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Project), (ii) purchase a municipal bond insurance policy and a debt service reserve surety for the Bonds, and (iii) pay the costs of issuing the Bonds. See "REFUNDING PLAN." Security for the Bonds. The Bonds are payable from and secured by the City's pledge of Gas Tax Revenues (as defined herein) and certain funds and accounts held under the Indenture. Gas Tax Revenues consist of certain amounts received by the City from taxes imposed on the sale of motor vehicle fuels. See "SECURITY FOR THE BONDS." Bond Terms; Book -Entry Only. The Bonds will bear interest at the rates shown on the inside cover page, payable semiannually on January 1 and July 1 of each year, commencing on July 1, 2020, and will be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple of $5,000. The Bonds will be issued in book -entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC'). Purchasers of the Bonds will not receive certificates representing their interests in the Bonds. Payments of the principal of, premium, if any, and interest on the Bonds will be made to OTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the Bonds. See "THE BONDS — General Provisions." Redemption. The Bonds are subject to optional redemption prior to maturity. See "THE BONDS Redemption." [Bond Insurance. The scheduled payment of principal of and interest on a portion, mall, of the Bonds (such maturities insured to be specified in the final Official Statement) when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Bonds by (the "Insurer'). See `BOND INSURANCE' herein.] [Reserve Policy. The Reserve Account will be fimded by the purcbase of a municipal bond debt service reserve insurance policy relating to the Bonds issued by the Insurer (the "Reserve Policy") to be issued concurrently with the delivery of the Bonds by .] [INSERT INSURER LOGO] NEITHER THE BONDS NOR THE OBLIGATION OF THE CITY TO PAY PRINCIPAL OF OR INTEREST THEREON CONSTITUTE A DEBT OR A LIABILITY OF THE CITY, THE COUNTY OF ORANGE, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL LIMITATION ON INDEBTEDNESS, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY. THE BONDS ARE SECURED SOLELY BY THE PLEDGE OF GAS TAX REVENUES AND CERTAIN FUNDS AND ACCOUNTS FIELD UNDER THE INDENTURE. THE BONDS ARE NOT SECURED BY A PLEDGE OF THE TAXING POWER OF THE CITY. TIES COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF TIES ISSUE OF BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE BONDS. The Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by Best Best & Krieger LLP, Riverside, California, Bond Counsel. Certain legal matters will be passed upon for the City by Best Best & Krieger LLP, Riverside, California as Disclosure Counsel and in its role as the City Attorney, and for Ramirez & Co., Inc., as the Underwriter by Curls Battling P.C., Oakland, California, as Underwriter's Counsel. It is anticipated that the Bonds will be delivered in definitive form through DTC on or about December 5, 2019. Ramirez & Co., Inc. Preliminary, subject to change. 55A-79 EXHIBIT 4 Dated: ,2019, 55A-80 EXHIBIT 4 Maturity Date June 1 61 CITY OF SANTA ANA Gas Tag Revenue Refunding Bonds, Series 2019 MATURITY SCHEDULE Serial Bonds Principal Interest Amount Rate Yield Price % Term Bonds Due June 1, Yield % CUSIP: CUSHXo Preliminary, subject to change. CUSIP® is a registered trademark of the American Bankers Association. Copyright© 1999-2019 American Bankers Association. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP® numbers are provided for convenience of reference only. None of the City, the Municipal Advisor or the Underwriter takes any responsibility for the accuracy of such numbers. 55A-81 EXHIBIT 4 CITY OF SANTA ANA MAYOR AND CITY COUNCIL Miguel Pulido, Mayor Juan Villegas, Mayor Pro Tem (Ward S) Vicente Sarmiento, Esq., Councilmember (Ward 1) David Penaloza, Councilmember (Ward 2) Jose Solorio, Councilmember (Ward 3) Cecilia Iglesias, Councilmember (Ward 6) Vacant, Councilmember (Ward 4) CITY OFFICIALS Kristine Ridge City Manager Daisy Gomez, City Clerk Sonia Carvalho, Esq., City Attorney Kathryn Downs, Executive Director & City Treasurer PROFESSIONAL SERVICES MUNICIPAL ADVISOR Urban Futures, Inc. Tustin, California BOND COUNSEL Best Best & Krieger LLP Riverside, California DISCLOSURE COUNSEL Best Best & Krieger LLP Riverside, California TRUSTEE/ESCROW BANK U.S. Bank National Association Los Angeles, California 55A-82 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the Bonds other than as contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person, in any jurisdiction where such offer, solicitation or sale would be unlawful. This Official Statement has been deemed final, as of its date, by the City for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The information set forth herein has been obtained from sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation, by the City. Neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. The information and expressions of opinion stated herein are subject to change without notice. Certain statements included or incorporated by reference in this Official Statement constitute "forward - looking" statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the words "expects," "forecasts," "projects," "intends," "anticipates," "estimates," "assumes" and analogous expressions. The achievement of certain results or other expectations contained in such forward -looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those that have been projected. No assurance is given that actual results will meet the forecasts of the City in any way, regardless of the optimism communicated in the information, and such statements speak only as of the date of this Official Statement. The City disclaims any obligation or undertaking to release publicly any updates or revisions to any forward -looking statement contained herein to reflect any changes in the expectations of the City with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All summaries of the Indenture (as defined herein), and of statutes and other documents referred to herein do not purport to be comprehensive or definitive and are qualified in their entireties by reference to each such statute and document. This Official Statement, including any amendment or supplement hereto, is intended to be deposited with one or more depositories. This Official Statement does not constitute a contract between any Owner of a Bond and the City. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. [ (" ") makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding supplied by and presented under the heading `BOND INSURANCE" and "APPENDIX F - SPECIMEN MUNICIPAL BOND INSURANCE POLICY."] The issuance and sale of the Bonds have not been registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, in reliance upon exemptions provided thereunder by Sections 3(a)(2) and 3(a)(12), respectively, for the issuance and sale of municipal securities. While the City maintains an intemet website for various purposes, the information provided on that website is not incorporated by reference as part of this Official Statement and none of the information on that website is intended to assist investors in making any investment decision or to provide any continuing information with respect to the Bonds or any other bonds or obligations of the City. 55A-83 [INSERT MAP] 55A-84 THIS PAGE INTENTIONALLY LEFT BLANK 55A-85 TABLE OF CONTENTS INTRODUCTION ........................................... 1 REFUNDING PLAN ....................................... 2 Estimated Sources and Uses of Funds...................................................... 3 DEBT SERVICE SCHEDULE ....................... 3 THE BONDS ................................................... 3 Authority for Issuance ................................. 3 General Provisions ...................................... 3 Redemption................................................. 4 Book -Entry Only System ............................ 5 BOND INSURANCE......................................6 SECURITY FOR THE BONDS ...................... 6 Pledge of Gas Tax Revenues ....................... 6 Gas Tax Fund .............................................. 6 Reserve Account ......................................... 8 Maintenance of Gas Tax Revenues ............. 8 Additional Obligations ................................ 8 GAS TAX REVENUES ..... E General........................................................ 8 Statewide Gas Tax Apportionments............ 9 City of Santa Ana Gas Tax Revenues ....... 11 BOND OWNERS' RISKS ............................ 13 Limited Obligations .................................. 14 Passive Revenue Source ............................ 14 Economic, Political, Social, and Environmental Conditions ................... 14 Initiative to Repeal Gas Tax ...................... 14 Limitations on Remedies Available to Bondowners..................................... 15 Diversion of Gas Tax Revenues ................ 15 Gasoline Sales Subject to Fluctuation....... 16 Secondary Market for Bonds .................... 16 Federal Tax -Exempt Status of the Bonds................................................... 16 IRS Audit of Tax -Exempt Issues .............. 16 Bond Insurance .......................................... 16 Cybersecurity............................................ 17 CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS ......... 17 -i- Article XHIB of the California Constitution — Limitation on Appropriations ...................................... 17 Article XIIIC and XIED of the California Constitution — The Right to Vote on Taxes ........................ 18 Future Initiatives........................................20 TAX MATTERS ............................................ 20 CERTAIN LEGAL MATTERS ....................21 FINANCIAL STATEMENTS .......................21 MUNICIPAL ADVISOR...............................21 RATINGS ...................................................... 21 LITIGATION ................................................. 22 CONTINUING DISCLOSURE .....................22 UNDERWRITING ........................................ 22 EXECUTION ................................................. 23 " U• lulu :: • : I►I PROVISIONS OF THE INDENTURE........................................A-1 APPENDIX B — COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2018...................................... B-1 APPENDIX C — FORM OF CONTINUING DISCLOSURE AGREEMENT ............. C-1 APPENDIX D — FORM OF BOND COUNSEL OPINION ...........................D-1 APPENDIX E — DTC AND THE BOOK - ENTRY ONLY SYSTEM ..................... E-1 APPENDIX F — SPECIMEN MUNICIPAL BOND INSURANCE POLICY..............F-1 APPENDIX G — GENERAL INFORMATION REGARDING THE CITY OF SANTA ANA AND THE REGION ................................................ G-1 55A-86 THIS PAGE INTENTIONALLY LEFT BLANK 55A-87 OFFICIAL STATEMENT CITY OF SANTA ANA Gas Tax Revenue Refunding Bonds, Series 2019 INTRODUCTION This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Capitalized terms not defined herein have the meanings specified in the Indenture. City of Santa Ana. The City of Santa Ana (the "City"), county seat of the County of Orange (the "County'), is one of the oldest communities in Southern California. The City is located 33 miles southeast of Los Angeles, 20 miles east of the Ports of Los Angeles and Long Beach, ten miles inland from the Pacific Ocean and 90 miles north of San Diego. The City covers an area in excess of 27 square miles and has a current population of approximately 337,192. Interstate 5 and State Routes 22, 55 and 57 traverse the City. The City was incorporated in 1886. In 1952, the voters approved a charter which established a council-manager form of government. The City Council consists of a mayor that is elected directly for a two-year term and six -members that are elected annually at large for four-year terms. See APPENDIX G — "GENERAL INFORMATION ABOUT THE CITY OF SANTA ANA AND THE REGION," for additional information concerning the City. Authority for Issuance. The Bonds are authorized pursuant to the provisions of Sections 53570 et seq. and 53580 et seq. of the California Government Code, a resolution adopted by the City Council of the City on [November 5], 2019 (the "City Resolution'), and an Indenture of Trust, dated as of December 1, 2019 (the "Indenture'), between the City and U.S. Bank National Association, as trustee (the "Trustee'). Form of Bonds. The Bonds will be dated their date of delivery and will be issued in fully registered form, without coupons, in the minimum denominations of $5,000 or any integral multiple thereof. See "THE BONDS — General Provisions." When delivered, the Bonds will be registered in the name of The Depository Trust Company, New York, New York ("DTC'), or its nominee. DTC will act as securities depository for the Bonds. Individual purchases of Bonds will be made in book -entry form only in the principal amount of $5,000 each or any integral multiple thereof Purchasers of the Bonds will not receive certificates representing the Bonds purchased. See "THE BONDS - Book -Entry Only System" and "APPENDIX E — DTC AND THE BOOK - ENTRY ONLY SYSTEM." Purpose of the Bonds. The Bonds are being issued to provide funds to (i) to prepay the Santa Ana Financing Authority's (the "Authority') Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Program) (the "2007 Certificates'), (ii) purchase a municipal bond insurance policy and debt service reserve surety for the Bonds, and (iii) pay the costs of issuing the Bonds. See "REFUNDING PLAN." Pledge of Gas Tax Revenues. The Bonds are payable from the Gas Tax Revenues generally consisting of amounts received by the City from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions or reimbursements received by the City from the State in lieu of such revenues and certain funds and accounts held under the Indenture. See "SECURITY FOR THE BONDS — Pledge of Gas Tax Revenues" and "GAS TAX REVENUES." ' Preliminary, subject to change. 55A-88 [Bond Insurance. The scheduled payment of principal of and interest on a portion, or all, of the Bonds (such maturities insured to be specified in the final Official Statement) when due will be guaranteed under a municipal bond insurance policy (the "Policy') to be issued concurrently with the delivery of the Bonds by (the "Insurer"). See `BOND INSURANCE" herein.] Reserve Account. A Reserve Account (the "Reserve Accounf') will be established under the Indenture for the Bonds in an amount equal to the Reserve Requirement. The "Reserve Requirement" is defined as an amount equal to, at any date of determination, the least of (i) ten percent (10%) of the original par amount of the Bonds, (ii) Maximum Annual Debt Service with respect to the Bonds, or (iii) 125% of average annual debt service on the Bonds; provided, further that the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of the Indenture. See "SECURITY FOR THE BONDS — Reserve Account." The City will satisfy the Reserve Requirement with respect to the Bonds by depositing the Reserve Policy in the Reserve Account in accordance with the Indenture. "Reserve Policy" means the municipal bond debt service reserve insurance policy relating to the Bonds issued by the Insurer. Issuance of Additional Obligations. The City may issue or incur additional obligations and bonds on a parity with the Bonds for the full or partial refunding of the Bonds, provided that there is a savings in debt service as a result of the issuance of such refunding bonds. Payment. Principal of the Bonds will be payable in each of the years and in the amounts set forth on the inside cover page hereof at the office of the Trustee. Interest on the Bonds will be paid by check or draft of the Trustee mailed by first class mail to the person entitled thereto. See "THE BONDS — General Provisions." Initially, interest on and principal and premium, if any, of the Bonds will be payable when due by wire transfer of the Trustee to the Depository DTC which will in turn remit such interest, principal and premium, if any, to DTC Participants (as defined herein), which will in turn remit such interest, principal and premium, if any, to Beneficial Owners (as defined herein) of the Bonds. See "TILE BONDS - Book -Entry Only System" and "APPENDIX E — DTC AND THE BOOK -ENTRY ONLY SYSTEM." Redemption. The Bonds are subject to optional redemption prior to their stated maturity dates. See "THE BONDS — Redemption." Risks of Investment. The Bonds are payable only from Gas Tax Revenues. For a discussion of some of the risks associated with the purchase of the Bonds, see `BOND OWNERS' RISKS." Neither the Bonds nor the obligation of the City to pay principal of or interest thereon constitutes a debt of the City, the County, the State of California or any of its political subdivisions within the meaning of any constitutional limitation on indebtedness, or a pledge of the full faith and credit of the City or the County. The Bonds are secured solely by the pledge of Gas Tax Revenues and certain funds and accounts held under the Indenture. REFUNDING PLAN The 2007 Certificates were issued by the Authority and executed and delivered for the purpose of financing certain local street improvements within the City and are currently outstanding in the principal amount of $ . The 2007 Certificates and the 2007 Installment Sale Agreement, together with the pledge of Gas Tax Revenues, were judicially validated upon the delivery of a default judgment rendered on November 16, 2007, in the Superior Court of the County of Orange in the action entitled City of Santa Ana and the Santa Ana Financing Authority v. All Persons Interested in the Matter, Case No. 07CC09172. Proceeds of the Bonds, together with certain funds made available through the prepayment of the outstanding 2007 Certificates, will be deposited with U.S. Bank National Association, as escrow agent (the `Escrow Bank"), pursuant to an Escrow Deposit and Trust Agreement, dated as of December 1, 2019, by and 55.4-89 among the Authority, the City and the Escrow Bank. Amounts so deposited will be held uninvested by the Escrow Bank and will be sufficient to prepay the 2007 Certificates on [December 20]. Estimated Sources and Uses of Funds The estimated sources and uses of funds relating to the Bonds are as follows: Sources: Principal Amount of Bonds Original Issue Premium/Discount Released Funds Relating to the 2007 Certificates TOTAL SOURCES Uses: Deposit to Escrow Fund Deposit to Costs of Issuance Fund o TOTAL USES 0) Costs of Issuance include legal fees, fees of the Municipal Advisor, underwriter's discount, bond insurance and reserve surety premiums, printing costs, rating agency fees and other miscellaneous expenses. DEBT SERVICE SCHEDULE Annualized debt service on the Bonds assuming no optional redemption is presented below. Bond Year Ending June I Authority for Issuance Principal of Interest of Total Bond Bonds Bonds Debt Service THE BONDS The Bonds are authorized pursuant to the provisions of Sections 53570 et seq. and 53580 et seq. of the California Government Code, a resolution adopted by the City Council of the City on [November 5], 2019, and the Indenture. General Provisions Bond Terms. The Bonds will be dated their date of delivery and issued in fully registered form without coupons in denominations of $5,000 or any integral multiple of $5,000, so long as no Bond has more than one maturity date. The Bonds will mature in the amounts and on the dates, and bear interest at the rates per annum, set forth on the inside cover page of this Official Statement. Payments of Principal and Interest. Interest on the Bonds will be payable on January 1 and July 1 in each year, beginning [July 1, 2020] (each an "Interest Payment Date") to the person whose name appears on the Bond Registration Books as the Owner thereof as of the fifteenth (15th) calendar day of the month immediately preceding an Interest Payment Date (the "Record Date"). While the Bonds are subject to the book -entry system, the principal, interest and any prepayment premium with respect to a Bond will be paid by the Trustee to DTC for subsequent disbursement to beneficial owners of the Bonds. 55A-90 If there exists a default in payment of interest due on any Interest Payment Date, interest will be payable on a payment date established by the Trustee to the persons in whose names the Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the registered Owners of the Bonds not less than 15 days preceding such special record date. Principal of and premium (if any) on any Bond will be paid upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the Bonds will be payable in lawful money of the United States of America. Calculation of Interest. The Bonds will be dated the Closing Date and bear interest based on a 360-day year comprised of twelve 30-day months from the Interest Payment Date next preceding the date of authentication thereof, unless said date of authentication is an Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is prior to May 15, 2020, in which event such interest is payable from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the date to which interest has previously been paid or made available for payment thereon in full. Redemption Optional Redemption. The Bonds maturing on or before June 1, 20 are not subject to optional redemption prior to maturity. The Bonds maturing on June 1, 20 and thereafter are subject to redemption prior to their stated maturity at the option of the City, as a whole or in part on any date, by such maturities as are selected by the City from any available source of funds on or after June 1, 20 at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption. Mandatory Sinking Fund Redemption. The Bonds maturing June 1, 20 are subject to redemption in part by lot, on June 1, in each year commencing June 1, 20 from Sinking Account payments made by the City into the Sinking Account, at a redemption price equal to the principal amount to be redeemed, without premium, in the aggregate respective principal amounts and on June 1 in the respective years set forth in the following table, or in lieu thereof may be purchased as described below. See "— Purchase in Lieu of Redemption." If some but not all of the Bonds have been optionally redeemed, the total amount of all future sinking account payments with respect to the Bonds of a particular maturity will be reduced by the aggregate principal amount of the Bonds of such maturity so redeemed or purchased, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the City. The Sinking Account payments applicable to the Bonds maturing June 1, 20 are as follows: Sinking Fund Account Redemption Date Sinking Fund Payment June 1 Redeemed or Purchased Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the optional redemption of less than all of the Bonds, the Trustee will select the Bonds to be redeemed from all Bonds or such given portion thereof not previously called for redemption, among maturities as directed by the City and by lot within a maturity in any manner which the Trustee in its sole discretion will deem appropriate and fair; provided, however, that if less than all of the Bonds are called for redemption at any one time, upon the written direction of the City, the City will specify a reduction in any pending Sinking Account payments. 55A-91 Notice of Redemption. Notice of redemption will be mailed by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days before any redemption date, to respective Owners of any Bonds designated for redemption at their addresses appearing on the registration books, and to the securities depositories and to the information services. Each notice of redemption will state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Bonds (or all Bonds of a single maturity) are to be redeemed, the CUSIP numbers and Bond numbers of the Bonds to be redeemed, the maturity or maturities of the Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice will also state that on the redemption date there will become due and payable on each of said Bonds the redemption price thereof, and that from and after such redemption date interest thereon will cease to accrue, and will require that such Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein will affect the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Bonds will be given by the Trustee, at the expense of the City, for and on behalf of the City. With respect to the optional redemption of the Bonds, the City may instruct the Trustee to include a statement in the notice of such redemption which will state that such redemption is conditioned upon the receipt by the Trustee on or before the date fixed for such redemption of sufficient funds for such purpose. In the event that sufficient funds will not have been deposited with the Trustee on or before the date fixed for redemption, the Trustee will promptly notify the Owners in the same manner in which notice was sent that such redemption is cancelled and the notice thereof will be deemed to be cancelled and rescinded. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption will become due and payable, interest on the Bonds so called for redemption will cease to accrue, said Bonds (or portions thereof) will cease to be entitled to any benefit or security under the Indenture, and the Owners of said Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof. All Bonds redeemed pursuant to the provisions of the Indenture will be canceled by the Trustee upon surrender thereof and destroyed. Purchase in Lieu of Redemption. In lieu of mandatory sinking fund redemption of the Bonds, the City may place funds on deposit with the Trustee at any time for the purchase of the Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the City may in its discretion determine, but not to exceed the principal amount of the Bonds to be purchased plus the redemption premium applicable on the next ensuing optional redemption date. Book -Entry Only System The Bonds will be issued as fully registered bonds in book -entry only form, registered in the name of Cede & Co. as nominee of DTC, and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple of $5,000, under the book -entry system maintained by DTC. While the Bonds are subject to the book -entry system, the principal, interest and any prepayment premium with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds. Purchasers of the Bonds will not receive certificates representing their interests therein, which will be held at DTC. See "APPENDIX E — DTC AND THE BOOK -ENTRY ONLY SYSTEM'' for further information regarding DTC and the book -entry system. 55.4-92 It1UI h t:\ [Reserved] SECURITY FOR THE BONDS Pledge of Gas Tax Revenues First and Exclusive Lien on Gas Tax Revenues. The Bonds and Additional Obligations shall be secured by a first pledge of all Gas Tax Revenues. Under the Indenture, the City transfers, places a charge upon, assigns and sets over to the Trustee, for the benefit of the Owners, that portion of the Gas Tax Revenues which is necessary to pay the principal of and interest on the Bonds in any Fiscal Year, together with all moneys on deposit in the Debt Service Fund, including the Interest Account, the Principal Account, the Sinking Account and the Reserve Account and such portion of the Gas Tax Revenues is irrevocably pledged to the punctual payment of the principal or Redemption Price of and interest on the Bonds. The Bonds and any Additional Obligations will be equally secured by a pledge charge and lien upon the Gas Tax Revenues, without priority for number or date. The Gas Tax Revenues may not be used for any other purpose while any of the Bonds or Additional Obligations remain Outstanding, except that out of Gas Tax Revenues there may be apportioned and paid such sums for such purposes, as are expressly permitted by the Indenture. See "SECURITY FOR THE BONDS — Additional Obligations." This pledge constitutes a first, direct and exclusive charge and lien on the Gas Tax Revenues for the payment of the principal of and interest on the Bonds in accordance with the terms thereof. Gas Tax Revenues. The Indenture defines Gas Tax revenues as all amounts received by the City from the State in accordance with Streets and Highways Code Section 2105, 2106 and 2107, as such provisions may be amended, and all other revenues (except revenues received by the City in accordance with Streets and Highways Code Section 2107.5), if any, received by the City from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions or reimbursements received by the City from the State in lieu of such revenues. Gas Tax Fund In order to carry out and effectuate the pledge and lien of Gas Tax Revenues to payment of debt service on the Bonds, the City will covenant and agree in the Indenture that all Gas Tax Revenues, when and as received, will be held by the City in trust and will be deposited by the City in its Gas Tax Fund and will be accounted for through and held in trust in the Gas Tax Fund, and the City will only have such beneficial right or interest in any of such money as provided in the Indenture. All Gas Tax Revenues will be accounted for separately and apart from all other money, funds, accounts or other resources of the City. All Gas Tax Revenues will be transferred, disbursed, allocated and applied solely to the uses and purposes set forth below: (1) Administrative Costs. The City will first pay from the moneys in the Gas Tax Fund the budgeted Administrative Costs as such costs become due and payable. (2) Debt Service Fund. At least five Business Days prior to each Interest Payment Date, the City shall transfer Gas Tax Revenues to the Trustee for the purpose of paying the Bonds. Not later than the first Business Day preceding each date on which principal of or interest on the Bonds becomes due and payable, the Trustee will transfer from the Debt Service Fund and deposit into the following respective accounts (each of which the Trustee will establish and maintain within the Debt Service Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: A 55-93 (i) Interest Account. The Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all Bonds then Outstanding. (ii) Principal Account. The Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Bonds coming due and payable on such Interest Payment Date. (iii) Sinking Account. The Trustee will deposit in the Sinking Account an amount equal to the aggregate principal amount of the Term Bonds required to be redeemed on such date, if any, pursuant to Indenture. (iv) Reserve Account. In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee will promptly notify the City of such fact. Promptly upon receipt of any such notice, the City will transfer to the Trustee an amount sufficient to maintain the Reserve Requirement of the Reserve Account. If there will then not be sufficient Gas Tax Revenues on deposit in the Gas Tax Fund to transfer an amount sufficient to maintain the Reserve Requirement of the Reserve Account, the City will be obligated to continue making transfers as Gas Tax Revenues become available in the Gas Tax Fund until there is an amount sufficient to maintain the Reserve Requirement of the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there will be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account will be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and Sinking Account in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of Bonds then Outstanding, except that so long as the City is not in default hereunder, any amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn from the Reserve Account semiannually on or before four (4) Business Days preceding each January 1 and July 1 by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date will be withdrawn from the Reserve Account and will be transferred either (i) to the Interest Account, the Principal Account and Sinking Account, in such order, to the extent required to make the deposits then required to be made pursuant to the Indenture or, (ii) if the City will have caused to be transferred to the Trustee an amount sufficient to make the deposits required by the Indenture, then, at the Request of the City, such amount will be transferred as directed by the City. The Reserve Requirement with respect to the Bonds will be satisfied by the delivery of the Reserve Policy to the Trustee. The Trustee will credit the Reserve Policy to the Reserve Account. Under the terms and conditions of the Reserve Policy, the Trustee will deliver to the Insurer a demand for payment under the Reserve Policy in the required form at least five Business Days before the date on which funds are required for the purposes set forth in the Indenture. The Trustee will comply with all of the terms and provisions of the Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of the Reserve Account, within the limits of the coverage amount provided by the Reserve Policy. All amounts drawn by the Trustee under the Reserve Policy will be deposited into the Reserve Account and applied for the purposes thereof. The City will reimburse the Insurer for all draws under Reserve Policy in accordance with the terms of the Reserve Policy and the Indenture. (v) Equal Rights. It is the intention of the City that the Bonds and Additional Obligations will be secured by and payable from all moneys deposited in the Gas Tax Fund on an equal basis. To the extent that moneys deposited in the Gas Tax Fund are insufficient to pay debt service on the Bonds and Additional Obligations as it becomes due, the Bonds and Additional 55A-94 Obligations will be payable on a pro-rata basis from all available moneys deposited in the Gas Tax Fund. Additionally, any moneys which remain in the Debt Service Fund after payment of principal of and interest on the Bonds and Additional Obligations will be used to pay the Insurer for any other unpaid advances under the Reserve Policy. (3) Surplus. As long as all of the foregoing payments, allocations and transfers are made at the times and in the manner described above in subsections (1) and (2), any moneys remaining in the Gas Tax Fund may at any time be treated as surplus and applied for any lawful purpose. Reserve Account A Reserve Account will be established under the Indenture for the Bonds in an amount equal to the Reserve Requirement. The "Reserve Requirement" is defined as an amount equal to, at any date of determination, the least of (i) ten percent (10%) of the original par amount of the Bonds, (ii) Maximum Annual Debt Service with respect to the Bonds, or (iii) 125% of average annual debt service on the Bonds; provided, however, that the Reserve Requirement shall not exceed the Reserve Requirement calculated on the Closing Date; provided, however, that the Reserve Requirement shall not exceed the Reserve Requirement calculated on the Closing Date; provided, further that the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of the Indenture. The City will satisfy the Reserve Requirement with respect to the Bonds by depositing the Reserve Policy (as defined herein) in the Reserve Account in accordance with the Indenture. The City is not obligated to replace the Reserve Policy or to fund the Reserve Account with cash if, at any time that the Bonds are Outstanding, amounts are not available under the Reserve Policy other than in connection with a draw on the Reserve Policy. Maintenance of Gas Tax Revenues The City will use its best efforts to comply with all provisions of law and any regulations issued thereunder relating to the Gas Tax Revenues, including, but not limited to, Sections 2119 and 2151 through 2155 of the California Streets and Highways Code and Sections 65089.3 and 65089.4 of the California Government Code relating to conformance with the congestion management program relating to the City and will take any and all reasonable actions required in order to maintain the City's ability to receive the Gas Tax Revenues and apply the same as provided herein; provided, that nothing herein shall require the City to take any action or expend any City funds to comply with any such requirements deemed unreasonable in the sole discretion of the City, so long as failure to take such action or expend such funds will not cause the amount of estimated Gas Tax Revenues to be received by the City in the next Fiscal Year to be less than one hundred fifty percent (150%) of the Maximum Annual Debt Service as of the date of calculation. Additional Obligations In addition to the Bonds, the City may, by Additional Obligations Instrument (as defined in the Indenture), issue or incur other loans, advances or indebtedness payable from Gas Tax Revenues on a parity with the Bonds to provide for the full or partial refunding of the Bonds, provided that there is a savings in debt service as a result of the issuance of such refunding bonds. GAS TAX REVENUES General Pursuant to the Indenture, the City has pledged its Gas Tax Revenues for the payment of the Bonds. Gas Tax Revenues are comprised of all amounts received by the City from the State in accordance with Streets and Highways Code Sections 2105, 2106, and 2107, as such provisions may be amended, and all other revenues 55A-95 (except revenues received by the City in accordance with Streets and Highways Code Section 2107.5), if any, received by the City from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions, or reimbursements received by the City from the State in lieu of such revenues. Gas Tax Revenues are received by the City, as applicable, and held and maintained in the Gas Tax Fund of the City. See " Statewide Gas Tax Apportionments" below. Statewide Gas Tax Apportionments Statewide Gas Tar Apportionments. Apportionment to the City of per gallon gas taxes that comprise the City's Gas Tax Revenues is made monthly by the Controller of the State pursuant to Sections 2103, 2105, 2106, and 2107 of the California Streets and Highways Code (respectively, "Section 2103," "Section 2105," "Section 2106," and "Section 210T). Section 2103. In March 2010, subsequent to the issuance of the 2017 Certificates, a part of a special budget session called by Governor Schwarzenegger, the State legislature enacted a swap of State sales taxes on gasoline for a gasoline excise tax. Intended to be "revenue neutral," the gas tax swap provided the State legislature with greater flexibility in the use of funds, in particular relieving the general fund from the cost of State transportation debt service payments. The gas tax swap set forth the following: 1. Repealed the State sales tax on gasoline, excluding certain local rates; 2. Increased the excise tax on gasoline by 17.322 cents and added an annual adjustment mechanism intended to ensure the new excise tax provides, over time, the same amount of revenues expected from the sales tax on gas (no more, no less); 3. Increased the sales tax on diesel by 1.75 percent and allocates 75 percent to local transit agencies and 25 percent to state transit programs. The excise tax on diesel is reduced from 18 cents to 13.6 cents. Sales tax revenues from diesel must go to transit funding; and 4. Provided for a speck allocation of the funds among state and local transportation needs. Revenues from such excise tax rate authorized pursuant to California Streets & Highways Code Section 2103 are now allocated as follows: 1. State transportation debt service; and 2. Remainder allocated: a. 44 percent to the State Transportation Improvement Program (STIP); b. 12 percent State Highway Operation and Protection Program (SHOPP); and C. 44 percent evenly split between cities and counties using current HUTA formulas. Section 2103 funds are allocated to cities on a per capita basis and to counties 75 percent based on the proportion of registered vehicles and 25 percent based on the proportion of maintained county road miles. Section 2105. Pursuant to Section 2105, cities are apportioned a sum equal to 5.8 percent of the per gallon tax under Section 7360 of the Revenue and Taxation Code, 11.5 percent of any per gallon tax in excess of nine cents ($0.09) per gallon under Sections 8651, 8651.5 and 8651.6 of the Revenue and Taxation Code, and 6.5 percent of the per gallon tax under Sections 60050 and 60115 of the Revenue and Taxation Code. Section 2106. Pursuant to Section 2106, a sum equal to the net revenue derived from 5.8 percent of the per gallon tax under the Motor Vehicle Fuel License Tax Law (Part 2, commencing with Section 7301, of Division 9 55A-96 2) of the Revenue and Taxation Code, shall be apportioned monthly from the Highway Users Tax Account in the Transportation Tax Fund among the counties and cities as follows: (a) $400 per month is apportioned to each city and city and county, and $800 per month is apportioned to each county and city and county, (b) $600,000 per month is transferred to the Bicycle Transportation Account in the State Transportation Fund, and (c) the balance is apportioned as follows: (1) a base sum will be computed for each county by using the same proportions of fee - paid and exempt vehicles as are established for purposes of apportionment of funds under Section 2104(d), (2) within a county, the percentage of the total assessed valuation of tangible property subject to local tax levies within the county which is represented by the assessed valuation of tangible property outside the incorporated cities of the county shall be applied to its base sum, and the resulting amount shall be apportioned to the county, and (3) the difference between the base sum for each county and the amount apportioned to the county will be apportioned to the cities of that county in the proportion that the population of each city bears to the total population of all the cities in the county. Section 2107. Pursuant to Section 2107, a sum equal to the net revenues derived from 7.3 percent of the per gallon gas tax under the Motor Vehicle Fuel License Tax Law (Part 2, commencing with Section 7301, of Division 2), $0.0259 per gallon under the Use Gas Tax Law (Part 3, commencing with Section 8601, of Division 2) and 11.5 percent under the Diesel Gas Tax Law (Part 31, commencing with Section 60001, of Division 2), of the Revenue and Taxation Code, is apportioned monthly to cities from the Highways Users Tax Account as follows: the State Controller allocates annually to each city that has filed a report containing the information prescribed by subdivision (c) of Section 2152 of the California Streets and Highways Code, and that had expenditures in excess of $5,000 during the preceding fiscal year for snow removal, an amount equal to one-half the amount of its expenditures for snow removal in excess of $5,000 during such fiscal year. The balance of such sum is allocated to each city in the proportion that the total population of the city bears to the total population of all cities in the State. For purposes of the foregoing statutory apportionment of per gallon gas taxes, the population of each city is determined for that city by the last federal decennial or special census, or by a subsequent census validated by the Demographic Research Unit of the State Department of Finance, or (if applicable) by the method described in Section 11105.3 of the California Revenue and Taxation Code or Sections 2107.1 or 2107.2 of the California Streets and Highways Code. Gas Tax Revenues received by the City pursuant to Sections 2104 and 2107.5 of the California Streets and Highways Code are not included in the defmition of Gas Tax Revenues and are not pledged as security for the Bonds. 554-97 City of Santa Ana Gas Tax Revenues Historical Gas Tar Revenues The following table details the historical Gas Tax Revenues received by the City, as apportioned under the California Streets and Highway Code to the City for fiscal years 2011 through 2019. TABLE 1 HISTORIC GAS TAX REVENUES CITY OF SANTA ANA Fiscal Years 2011 through 2019 Fiscal Year Section 2103 Section 2105 Section 2106 Section 2107 Totals(n 2011 $3,387,162 $1,924,851 $1,205,093 $2,571,874 $ 9,088,980 2012 4,810,786 1,627,786 1,132,802 2,336,425 9,907,799 2013 2,810,610 1,547,906 1,156,975 2,536,457 8,051,948 2014 4,939,105 2,411,151 1,089,379 2,677,806 11,117,441 2015 3,311,799 1,937,816 1,246,203 2,480,047 8,975,865 2016 1,538,141 1,883,063 1,220,771 2,296,670 6,938,645 2017 864,267 1,929,772 1,250,084 2,546,885 6,591,008 2018 1,334,292 1,816,633 1,196,676 2,413,625 6,761,226 20190) 1,138,430 1,847,363 1,216,446 2,321,697 6,523,936 t't Unaudited figures. (2) Totals for the Pledged Revenues do not match the total Gas Tax Fund revenues due to other revenues recorded in the fund that are not pledged to the payment of the Bonds including but not limited to: Road Maintenance Rehabilitation Account (RMRA), HUTA section 2107.5, and other miscellaneous revenues and non -cash accounting entries Source: State of California Controller's Office (Streets & Roads Annual Report); The City. 554-98 Gas Tax Fund Financial Statements -The following tables present the Balance Sheet and the Statement of Revenues, Expenditures, and Changes in Fund Balances relating to the City's Gas Tax Fund for the fiscal years ended June 30, 2015 through June 30, 2019. TABLE 2 BALANCESHEET CITY OF SANTA ANA GAS TAX FUND For the Fiscal Years Ended June 30, 2015, through June 30, 2019 2015 2016 2017 2018 2019tr1 ASSETS Cash and investments $13,594,607 $ 12,613,302 $ 12,464,106 $ 13,149,169 $19,320,228 Receivables, net of allowances: Taxes - - - - - Interest 11,784 16,916 40,458 59,726 78,238 Intergovernmental 10,000 524,218 587201 1,248,705 1,617,175 Restricted assets: Cash and investments 4,656,231 304,302 118,140 155,696 - Cash and investments with fiscal agents 4,212,789 4,213,039 4,217,738 4,254,993 4,335,179 Total assets 122485.411 $17,671,777 $17A27.643 $18,868289 $25.350.820 LIA]MIITIES Accounts payable $ 311,185 $ 328,733 $ 191,519 $ 80,495 $ 149,638 Total liabilities $ 311,185 $ 328,733 $ 191,519 $ 80,495 $ 149,638 Deferred inflows of resources: Unavailable revenues - - 15,583 25,096 32,635 Fund balances: Restricted 22,174,226 17,343,044 17,220,541 18,762,698 25,168,547 Total fund balances $22,174,226 $17,343,044 $17220,541 $18762698 $25,168,547 Total liabilities, deferred inflows of resources, and fund balances $22A85.411 $17,671,777 $17A27.643 $18,868289 $25.350.820 m Unaudited. Source: City of Santa Ana Comprehensive Annual Financial Reports for the applicable periods. 554-99 TABLE 3 STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CITY OF SANTA ANA GAS TAX FUND For the Fiscal Years Ended June 30, 2015, through June 30, 2019 2015 20161'1 2017 2019 2019(2x5) Revenues: Intergovemmen[afn $ 8,985,866 $ 6,948,645 $ 6,601,023 $ 9,159,380 $13,118,218 Investment income (loss) 166,455 327,947 (21,420) 16,153 746,878 Cost recoveries 681 7,271 14,484 Total revenues $ 9,152,321 $ 7,277,273 $ 6,579,603 $ 9,182,804 $13,879,580 Expenditures: Current: Public works $ 2,765,637 $ 2,747,987 $ 2,174,397 $ 2,667,797 $ 1,581,394 Capital Outlay - - - 6,278 - Deb[ Service: Principal 1,325,000 1,380,000 1,450,000 1,525,000 1,600,000 Interest and fiscal charges 2,857,681 2,794,681 2,723,931 2,649,556 2,574,431 Total expenditures $ 6,948,318 $ 6,922,668 $ 6,348,328 $ 6,848,631 $ 5,755,825 Excess (deficiency) of revenues over (under) expenditmes $ 2 204 003 $ 354 605 $ 231,275 $ 2334 173 $ 8 123.755 Other financing sources (uses): Transfers in - - - - - Transfers oriff ($ 4,688,482) ($ 6,038,247) IS 353,778) ($ 792,016) IS 1,717,906) Issuance of deb[ Total other financing sources (uses) ($ 4.688.482) ($ 6,038,247) ($ 353,778) is 792,016) ($ 1,717,906) Net change in fund balances IS 2,484,479) IS 5,683,642) IS 122,503) $ 1,542,157 $ 6,405,849 Fund balances - beginning $24 65% 705 $23 026 686 $17 343 044 $17 220 541 $18 762 698 Fund balances - ending $22.174.226 $17,343,044 $17,220,541 $18,762,698 SZL 68.547 1O Prior period adjustment increased revenue and is attributable to accrual of gas tax received within revenue accrual period for 2015. (2) Intergovernmental Revenues do not match the[otal Gas Tax Revenues reported in Table l above due to the inchrsion of Section2103 and Section2107.5 Revenues, which are not pledged to the payment of the Bonds. (l) Includes revenues received pursuant to Section 2107.5 of the California Streets and Highways code and revenues received from the Road Maintenance and Rehabilitation Act of California Streets and Highways Code Section 2030 et seq. (4) Transfers out to Capital Improvement Fund for construction. (5) Unaudited. Source: City of Santa Ana Comprehensive Annual Financial Reports for the applicable periods. Historical and Projected Gas Tax Revenues - The following table presents the historical and projected Gas Tax Revenues as prepared by the City. The projections are based upon current circumstances and available information that the City believes to be reasonable. The assumptions may be affected by numerous factors and there can be no assurance that such projections will be achieved. TABLE 4 HISTORICAL AND PROJECTED GAS TAX REVENUES AND DEBT SERVICE COVERAGE CITY OF SANTA ANA GAS TAX FUND For Fiscal Years Ending June 30, 20[ ], through June 30, 201 j Historical Gas Projected Gas Debt Service FiscalYear Tax Revenues Tax Revenues Debt Service Coverage BOND OWNERS' RISKS The following describes certain special considerations and risk factors affecting the payment of and security for the Bonds. The following discussion is not meant to be an exhaustive list of the risks associated with 553100 the purchase of any Bonds and the order in which such matters appear does not necessarily reflect the relative importance of the various risks. Potential investors in the Bonds are advised to consider the following special factors along with all other information in this Official Statement in evaluating the Bonds. There can be no assurance that other considerations will not materialize in the future. Limited Obligations The obligation of the City to make debt service payments on the Bonds is a special obligation and does not constitute a debt of the City, the County, the State, or any political subdivision of the State within the meaning of any constitutional or statutory debt limitation or restriction, and does not constitute an obligation for which the City, the County, the State, or any political subdivision of the State is obligated to levy or pledge any form of taxation or for which the City, the County, the State, or any political subdivision of the State has levied or pledged any form of taxation. Passive Revenue Source The payment of debt service on the Bonds is secured solely by a pledge of the Gas Tax Revenues and certain funds under the Indenture. The City has no control over the amount of Gas Tax Revenues to be received by the City because (1) the amount of Gas Tax Revenues received by the City is based on Statewide fuel consumption and the City has no ability to control such consumption or to increase the rate at which such fuel is taxed within the State, and (2) the City has no control over the collection or distribution procedures related to any State taxes, including taxes levied in connection with fuel consumption. There can be no assurance that Gas Tax Revenues will be available in the amounts estimated in this Official Statement. A decrease in fuel consumption in the State, which would adversely affect the amount and/or availability of Gas Tax Revenues, could result from a variety of circumstances, including, without limitation, oil shortages or embargos, increased use of alternative fuel sources, or natural disasters. See also " Gasoline Sales Subject to Fluctuation" below. Economic, Political, Social, and Environmental Conditions Prospective investors are encouraged to evaluate current and prospective economic, political, social, and environmental conditions as part of an informed investment decision. Changes in economic, political, social, or environmental conditions on a local, state, federal, or international level may adversely affect investment risk generally. Such conditional changes may include (but are not limited to) the reduction or elimination of previously available State or federal revenues, fluctuations in business production, consumer prices, or financial markets, unemployment rates, technological advancements, shortages or surpluses in natural resources or energy supplies, changes in law, social unrest, fluctuations in the crime rate, political conflict, acts of war or terrorism, environmental damage and natural disasters. Initiative to Repeal Gas Tax At the November 6, 2018 General Election, the California electorate defeated Proposition 6, the Voter Approval for Future Gas and Vehicle Taxes and 2017 Repeal Initiative ("Proposition 6"), an initiative amendment to the California Constitution. Proposition 6 proposed the repeal of Gas Tax increases and vehicles fees that were enacted in 2017, including the Road Repair and Accountability Act of 2017 ("RRAA"), and adding voter approval as a requirement for the Legislature to impose, increase or extend Gas Taxes or vehicle fees in the future. If approved, Proposition 6 would have reduced, but not eliminated, the amount of Gas Tax Revenues available for apportionment to local agencies. Although Proposition 6 was defeated, there can be no assurances that future similar initiatives will not threaten the imposition and collection of Gas Tax Revenues. 55A4101 Limitations on Remedies Available to Bondowners The rights and obligations under the Bonds and the hidenture may be subject to the following: the United States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of California and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or modification of their rights. Diversion of Gas Tax Revenues Section 6 of Article XIX of the California Constitution permits the State to loan to the State General Fund the revenues derived from taxes imposed on gasoline and diesel fuels within the State (collectively, the "Gas Tax Revenues") if (a) any amount loaned is to be repaid in full during the same fiscal year in which the loan was made, except that repayment may be delayed until a date not more than 30 days after the date of enactment of the State budget bill for the subsequent fiscal year, or (b) any amount loaned is to be repaid in full within three fiscal years from the date on which the loan was made and one of the following has occurred: (1) the Governor has proclaimed a state of emergency and declares that the emergency will result in a significant negative fiscal impact to the State General Fund, or (2) the aggregate amount of State General Fund revenues for the current fiscal year, as projected by the Governor in a report to the State Legislature in May of the current fiscal year, is less than the aggregate amount of State General Fund revenues for the previous fiscal year, adjusted for the change in the cost of living and the change in population, as specified in the budget submitted by the Governor in the current fiscal year. A loan made to the General Fund as described in this paragraph could have an adverse impact on the amount or availability of Gas Tax Revenues. While the State has, in the past, loaned Gas Tax Revenues to the State General Fund, such amounts have been loaned from the State portion of such Gas Tax Revenues, and not from amounts paid to local governments, and the City has received its full payment of applicable Gas Tax Revenues in each of the last 20 years. Notwithstanding the foregoing, on February 16, 2008, then Governor Arnold Schwarzenegger signed a six -bill budget package designed to reduce expenses in the State's fiscal year 2007-08. One of the bills enacted into law was Assembly Bill No. 7 ("ABX3 7"), which provided, as it pertained to local agencies, that gas tax revenues collected during the months of March, April, May, June, and July of 2008, and otherwise transferrable to local agencies pursuant to Section 2104, Section 2105, Section 2106, and Section 2107, would be suspended and would instead be transferred to respective local agencies along with the August 2008 Gas Tax Revenues in September 2008. ABX3 7 also permitted each of the local agencies, for cash management purposes during this five -month suspension period, to use any cash received pursuant to Proposition 1B (the Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006 (Chapter 12.49 of Division 1 of Title 2 of the California Government Code)) for the same purposes for which the gas tax revenues are authorized under Article XIX of the California Constitution; provided that such cash is replaced after the suspended Gas Tax Revenues were received by the local agency in September 2008. funds. There is no guarantee that during the life of the Bonds the State will not enact another bill diverting such 5515 102 Gasoline Sales Subject to Fluctuation The collection of taxes imposed on the purchase of motor vehicle fuels is necessarily subject to fluctuations in spending which is affected by, among other things, general economic cycles. Gas Tax Revenues may increase along with the increasing fuel prices brought about by inflation, but collections also are vulnerable to adverse economic conditions and reduced spending and may decrease as a result. Consequently, the rate of collection of taxes imposed on the purchase of motor vehicle fuels and, particularly, Gas Tax Revenues may be expected to correspond generally to economic cycles, patterns of usage of automobiles and truck transport, alternative transportation and energy sources as may be developed, and changes in population and density, among other factors. The City has no control over general economic cycles, alternate energy sources, or changes in usage over time, and is unable to predict what economic factors, demands, changes in use or cycles of collection will occur while the Bonds remain outstanding. Secondary Market for Bonds There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that any Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then -prevailing circumstances. Such prices could be substantially different from the original purchase price. Federal Tax -Exempt Status of the Bonds The Internal Revenue Code of 1986, as amended (the "Code') imposes a number of requirements that must be satisfied for interest on state and local obligations, such as the Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of Bond proceeds, limitations on the investment earnings on Bonds proceeds prior to expenditure, a requirement that certain investment earnings on the Bond proceeds be paid periodically to the United States and a requirement that the issuers file an information report with the Internal Revenue Service (the "IRS'). The City has covenanted in certain of the documents referred to herein that it will comply with such requirements. Failure to comply with the requirements stated in the Code and related regulations, rulings and policies may result in the treatment of interest on the Bonds as taxable, retroactively to the date of issuance of such Bonds. The Bonds are not subject to early redemption in the event of taxability. IRS Audit of Tax -Exempt Issues The IRS has initiated an expanded program for the auditing of tax-exempt issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar obligations). Bond Insurance In the event of default of the payment of the scheduled principal of or interest on the Bonds when all or some becomes due, the Trustee on behalf of any owner of the Bonds shall have a claim under the Policy for such payments. The Insurer may direct and must consent to any remedies with respect to the Bonds and the Insurer's consent may be required in connection with amendments to any applicable documents relating to the Bonds. The Insurer will have the ability to direct the actions of the Trustee, give consents and waivers, and take other actions without regard to the views of the Owners of any Bonds. The S&P long-term ratings on the Bonds are dependent in part on the financial strength of the Insurer and its claims paying ability. The Insurer's financial strength and claims paying ability are predicated upon a number 55A6103 of factors which could change over time. No assurance is given that the S&P long-term ratings of the Insurer and the ratings on the Bonds will not be subject to downgrade and such event could adversely affect the market price of the Bonds or the marketability (liquidity) for the Bonds. See `BOND INSURANCE" and "RATINGS" herein. The obligations of the Insurer are unsecured contractual obligations and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies. Neither the City nor the Underwriter has made independent investigation into the claims paying ability of the Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the City to make debt service payments and the claims paying ability of the Insurer, particularly over the life of the investment. See `BOND INSURANCE" herein for further information regarding the Insurer and the Policy, which includes further instructions for obtaining current financial information concerning the Insurer. Cybersecurity The City relies on computers and technology to conduct its operations. The City and its departments face cyber threats from time to time including, but not limited to, hacking, viruses, malware and other forms of technology attacks. The City owns and operates its own enterprise class data network serving the municipal city government and its operations. The City has retained information technology professionals to support, maintain and protect these operations locally in a purpose-built and physically secure environment. This network and its operations are governed by and in compliance with all applicable governmental regulations as well as the City's own administrative regulations. Within the City's operations and guidance is an active cyber-security program designed to protect from, and to quickly identify and mitigate, a multitude of complex security threats. While no network is completely immune from all possible compromise, the City exercises its due diligence in protecting the data it possesses and the systems it operates. To date, there have been no significant cyber-attacks on the City's computers and technologies. [To be Confirmed] While the City is routinely maintaining its technology systems and continuously implementing new information security controls, no assurances can be given that the City's security and operational control measures will be successful in guarding against all cyber threats and attacks. The results of any attack on the City's computer and technology could negatively impact the City's operations, and the costs related to such attacks could be substantial. 1► Y YI►: :►I1 It lul 1► 1► :.� :►I1:"t1't YI► Article XIM of the California Constitution —Limitation on Appropriations On November 6, 1979, State voters approved Proposition 4, the so-called Gann Initiative, which added Article XIIIB to the California Constitution ("Article XIIIB'). In June 1990, Article XIIB was amended by the voters through their approval of Proposition 111. Article XIIIB limits the annual appropriations of the State and of any city, county, school district, authority, or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted annually for changes in the cost of living, population, and cost of services rendered by the governmental entity. The "base year" for establishing such appropriation limit is fiscal year 1978-79. Increases in appropriations by a governmental entity are also permitted (i) if financial responsibility for providing services is transferred to the governmental entity, or (ii) for emergencies, so long as the appropriations limits for the three years following the emergency are reduced to prevent any aggregate increase above the Constitutional limit. Decreases are required where responsibility for providing services is transferred from the government entity. Appropriations of an entity of local government subject to Article XIIIB include generally any authorization to expend during the fiscal year the proceeds of taxes levied by the State or other entity of local 55A-104 government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance, and disability insurance funds. Appropriations subject to limitation pursuant to Article XIIIB do not include debt service on indebtedness existing or legally authorized as of January 1, 1979, on bonded indebtedness thereafter approved according to law by a vote of the electors of the issuing entity voting in an election for such purpose, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects, and appropriations by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990 levels. "Proceeds of taxes" include, but are not limited to, all tax revenues and the proceeds to any entity of government from (i) regulatory licenses, user charges, and user fees to the extent such proceeds exceed the cost of providing the service or regulation, (ii) the investment of tax revenues, and (iii) certain State subventions received by local governments. Article XIIIB includes a requirement that if an entity's revenues in any year exceed the amount permitted to be spent, the excess must be returned by revising tax rates or fee schedules over the subsequent two fiscal years. Article XIIIB allows voters to approve a temporary waiver of a government's Article XIIIB limit. Such a waiver is often referred to as a "Gann limit waiver." The length of any such waiver is limited to four years. The Gann limit waiver does not provide any additional revenues to the City or allow the City to finance additional services. The debt service payments on the Bonds are subject to the Article XIIIB appropriations limitations. For fiscal year 2018-19, the City calculated its appropriations limit at $ . For fiscal year 2019-20, the City has budgeted its appropriations limit at $ . The City has never made appropriations that exceeded the limitation on appropriations under Article XIIIB. The impact of the appropriations limit on the City's financial needs in the future is unknown. Article XIIIC and XIIID of the California Constitution — The Right to Vote on Taxes On November 5, 1996, State voters approved Proposition 218, entitled the "Right to Vote on Taxes Act" ("Proposition 218'). Proposition 218 added Article XIIIC ("Article XIIIC") and Article XIIID ("Article XIIID') to the California Constitution, which contain a number of provisions affecting the ability of local agencies to levy and collect both existing and future taxes, assessments, fees, and charges. The interpretation and application of certain provisions of Proposition 218 will ultimately be determined by the courts with respect to some of the matters discussed below. It is not possible at this time to predict with certainty the future impact of such interpretations. The provisions of Proposition 218, as so interpreted and applied, may affect the ability of the City to meet certain obligations, as applicable. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes, even if deposited in a general fund such as a general fund of the City, require a two-thirds vote. Article XIIIC further provides that any general purpose tax imposed, extended, or increased, without voter approval, after December 31, 1994, may continue to be imposed only if approved by a majority vote in an election, which must be held within two years of November 5, 1996. The City has not imposed, extended, or increased any such taxes which are currently in effect. Article XIIIC also expressly extends the initiative power to give voters the power to reduce or repeal local taxes, assessments, fees, and charges, regardless of the date such taxes, assessments, fees, and charges were imposed. Article XIIIC expands the initiative power to include reducing or repealing assessments, fees, and charges, which had previously been considered administrative rather than legislative matters and therefore beyond the initiative power. This extension of the initiative power is not limited by the terms of Article XIIIC to fees imposed after November 6, 1996, and absent other legal authority could result in the retroactive reduction in any existing taxes, assessments, fees, or charges. No assurance can be given that the voters within the jurisdiction of the City will not, in the future, approve initiatives which reduce or repeal, or prohibit the future imposition or increase of, local taxes, assessments, fees or charges currently comprising a substantial part of the City's general fund. "Assessments," "fees," and "charges" are not defined in Article XIIIC, and it is unclear whether these terms 55Ag105 are intended to have the same meanings for purposes of Article XIIIC as for Article XIIID described below. If not, the scope of the initiative power under Article XIIIC potentially could include any general fund local tax, assessment, or fee not received from or imposed by the federal or State government or derived from investment income. The City does not levy any property related "fees" or "charges" that it considers subject to challenge under Article XIIIC. The voter approval requirements of Proposition 218 reduce the flexibility of the City to raise revenues for its general fund, and no assurance can be given that the City will be able to impose, extend, or increase taxes in the future to meet increased expenditure needs. Article XIIID also added several new provisions relating to how local agencies may levy and maintain "assessments" for municipal services and programs. These provisions include, among other things, (i) a prohibition against assessments which exceed the reasonable cost of the proportional special benefit conferred on a parcel, (ii) a requirement that the assessment must confer a "special benefit," as defined in Article XIIID, over and above any general benefits conferred, and (iii) a majority protest procedure which involves the mailing of a notice and a ballot to the record owner of each affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the affected party. "Assessment" in Article XIIID is defined to mean any levy or charge upon real property for a special benefit conferred upon the real property and applies to landscape and maintenance assessments for open space areas, street medians, street lights, and parks. In addition, Article XIIID added several provisions affecting "fees" and "charges," defined for purposes of Article XIIID to mean "any levy other than an ad valorem tax, a special tax, or an assessment, imposed by [a local government] upon a parcel or upon a person as an incident of property ownership, including a user fee or charge for a property related service." All new and existing property related fees and charges must conform to requirements prohibiting, among other things, fees and charges which (i) generate revenues exceeding the funds required to provide the property related service, (ii) are used for any purpose other than those for which the fees and charges are imposed, (iii) are for a service not actually used by, or immediately available to, the owner of the property in question, or (iv) are used for general governmental services, including police, fire, ambulance, or library services, where the service is available to the public at large in substantially the same manner as it is to property owners. Depending on the interpretation of what constitutes a "property related fee" under Article XIIID, there could be future restrictions on the ability of the City to charge its respective enterprise funds for various services provided. Further, before any property related fee or charge may be imposed or increased, written notice must be given to the record owner of each parcel of land affected by such fee or charge. The City must then hold a hearing upon the proposed imposition or increase, and if written protests against the proposal are presented by a majority of the owners of the identified parcels, the City may not impose or increase the fee or charge. Moreover, except for fees or charges for wastewater, water, and refuse collection services, or fees for electrical and gas service, which are not treated as "property related" for purposes of Article XIIID, no property related fee or charge may be imposed or increased without majority approval by the property owners subject to the fee or charge or, at the option of the City, two-thirds voter approval by the electorate residing in the affected area. The City does not believe that the provisions of Article XIIIC or Article XIIID will directly impact the Gas Tax Revenues available to the City to make debt service payments on the Bonds required pursuant to the Indenture. Future Initiatives Article XIIIB, Article XIIIC, and Article XIIID were each adopted as measures that qualified for the ballot pursuant to the State's Constitutional initiative process. From time to time other initiative measures could be adopted, affecting the ability of the City to increase or apply revenues and to make or increase appropriations. 55A9106 FrIVETFIVOURM In the opinion of Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the Bonds is not a specific preference item for purposes of federal alternative minimum taxes. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has covenanted to comply with certain restrictions designed to insure that interest on the Bonds will not be included in federal gross income. Failure to comply with these covenants may result in interest on the Bonds being included in federal gross income, possibly from the date of original issuance of the Bonds. The opinion of Bond Counsel assumes compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Owners from realizing the full current benefit of the tax status of such interest. For example, legislative proposals are announced from time to time which generally would limit the exclusion from gross income of interest on obligations like the Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. Other proposals have been made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Bonds. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and regarding the impact of future legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. Certain requirements and procedures contained or referred to in the Indenture, the tax certificate, and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. Bond Counsel expresses no opinion as to the exclusion from gross income of interest on any Bond if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Best Best & Krieger LLP. The IRS has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of other similar bonds). Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect an Owner's federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Bond Owner or the Owner's other items of income or deduction, and Bond Counsel expresses no opinion regarding any such other tax consequences. A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix D. 255A0107 CERTAIN LEGAL MATTERS Best Best & Krieger, LLP, Bond Counsel, will render an opinion with respect to the validity of the Bonds, the form of which opinion is set forth in Appendix D. Bond Counsel has assumed no responsibility for the accuracy, completeness or fairness of the Official Statement. Certain legal matters will also be passed upon for the City by Best Best & Krieger LLP, as Disclosure Counsel, and as the City Attorney, and for the Underwriter by Curls Bartling P.C., Oakland, California, as Underwriter's Counsel. Payment of the fees and expenses of Disclosure Counsel is contingent upon issuance of the Bonds. FINANCIAL STATEMENTS The City's comprehensive annual financial report for the Fiscal Year ended June 30, 2018, included in Appendix B, have been audited by White Nelson Diehl Evans LLP (the "Auditor'). The Auditor was not requested to consent to the inclusion of its report in Appendix B and it has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in the Official Statement, and no opinion is expressed by the Auditor with respect to any event subsequent to the date of its report. MUNICIPAL ADVISOR Urban Futures, Inc., Tustin, California, is engaged as Municipal Advisor to the City in connection with the issuance of the Bonds. The Municipal Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. The Municipal Advisor does not assume any responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending, or future actions taken by any legislative or judicial bodies. The Municipal Advisor has provided the following sentence for inclusion in this Official Statement. The Municipal Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Municipal Advisor does not guarantee the accuracy or completeness of such information. In connection with the issuance and delivery of the Bonds, S&P Global Ratings ("S&P') is expected to assign their municipal bond rating of" "to the Bonds with the understanding that, upon delivery of such Bonds, a policy insuring the payment when due of the principal of and interest on the Bonds will be issued by . S&P has assigned their underlying municipal bond rating of " " to the Bonds. Such ratings reflect only the views of such organization and any desired explanation of the significance of such rating should be obtained from the rating agency furnishing the same. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that this rating will continue for any given period of time or that this rating will not be revised downward or withdrawn entirely by S&P, if in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of any rating obtained may have an adverse effect on the market price of the Bonds. Any such downward change in or withdrawal of a rating might have an adverse effect on the market price or marketability of the Bonds. LITIGATION There is no controversy or litigation of any nature now pending against the City (with service of process having been completed), or to the knowledge of its officers, threatened, restraining or enjoining the issuance, sale, 255A1108 execution or delivery of the Bonds, or contesting the validity of the Bonds, any proceeds of the City, concerning the issuance or sale thereof, pledge or application of the money or security provided for payment of the Bonds, or the existence or powers of the City. There are currently various litigation matters pending against the City. The City does not believe that these actions materially adversely affect the collection of Gas Tax Revenues or the payment of debt service on the Bonds. CONTINUING The City has covenanted for the benefit of owners of the Bonds to provide certain financial information and operating data relating to the City and the Gas Tax Revenues by not later than March 31 of each year commencing with the report for the 2018-19 Fiscal Year (the "Annual Report") and to provide notices of the occurrence of certain enumerated events. The Annual Report and the notices of enumerated events will be filed by the Dissemination Agent with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA') or any successor assigned by the Municipal Securities Rulemaking Board or Securities and Exchange Commission. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the "Rule'). The specific nature of the information to be contained in the Annual Report or the notices of enumerated events by the City is set forth in "APPENDIX C FORM OF CONTINUING DISCLOSURE AGREEMENT." [TO BE UPDATED] UNDERWRITING The Bonds are being purchased by Samuel A. Ramirez & Co., Inc. (the "Underwriter'). The Underwriter has agreed to purchase the Bonds at a purchase price of $ (which is equal to the principal amount of the Bonds ($ ), plus/less original issue premium/discount of $ less an underwriter's discount of $ ). The contract of purchase pursuant to which the Bonds are being purchased by the Underwriter provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the contract of purchase. The Underwriter may offer and sell the Bonds to certain dealers and others at prices or yields different from the prices or yields stated on the cover page of this Official Statement. In addition, the offering prices or yields may be changed from time to time by the Underwriter. Although the Underwriter expects to maintain a secondary market in the Bonds after the initial offering, no guarantee can be made that such a market will develop or be maintained by the Underwriter or others. 255A2109 City. EXECUTION The execution of this Official Statement and its delivery have been authorized by the City Council of the CITY OF SANTA ANA City Manager 255A3110 SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Certain provisions of the Indenture are summarized below. This summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Indenture. 55.41111 .n ► ; COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2018 551112 UIT''NORTM FORM OF CONTINUING DISCLOSURE AGREEMENT 55A 1113 UITUYNHITERITO FORM OF OPINION OF BOND COUNSEL (Closing Date) City of Santa Ana 1515 Sixth Street Santa Ana, California 92236 Re: $ City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 Ladies and Gentlemen: We have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the City of Santa Ana (the "City') in connection with the issuance by the City of its $ Gas Tax Revenue Refunding Bonds, Series 2019 (the `Bonds'). The Bonds have been issued under that certain Indenture of Trust, dated as of December 1, 2019 (the "Indenture'), by and between the City and U.S. Bank National Association, as trustee and pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 et seq. and Section 53580 et seq. (the "Refunding Law'). The City Council adopted its resolution approving the issuance of the Bonds on 2019 (the "Resolution'). The proceeds of the Bonds have been applied by the City to refinance certain street improvements. In such connection, we have reviewed the Indenture, the tax certificate of the City for the Bonds dated the date hereof (the "Tax Certificate'), certificates of the City and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions, including the default judgment rendered on November 16, 2007, in the Superior Court of the County of Orange in the action entitled City of Santa Ana and the Santa Ana FinancingAuthority v. All Persons Interested in the Matter, Case No. 07CCO9172 and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other events come to our attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the City. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against cities and their subordinate entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents mentioned in the preceding sentence. Finally, we undertake no responsibility for the accuracy, completeness or 5541114 fairness of the Official Statement or other offering materials relating to the Bonds and express no opinion with respect thereto. All terms not defined herein have the meaning ascribed to those terms in the Indenture. Based upon the foregoing, we are of the opinion, under existing law, that: 1. The Bonds have been duly and validly authorized by the City and are legal, valid and binding limited obligations of the City. The Bonds are secured and payable solely from sources provided therefor in the Indenture. 2. The Indenture has been duly authorized by the City, and constitutes the valid and legally binding obligation of the City enforceable against the City in accordance with its terms, as such enforcement may be limited by bankruptcy, insolvency, moratorium, transfer or conveyance or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases; provided, however, that we express no opinion with respect to any indemnification, contribution, choice of law or waiver provisions contained therein. 3. The Indenture creates a valid pledge of that which the Indenture purports to pledge, subject to the provisions of the Indenture, except to the extent that the enforceability of the Indenture may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases. 4. Under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Bonds is not a specific preference item for purposes of the federal alternative minimum taxable income. Although the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. 5. Interest on the Bonds is exempt from State of California personal income tax. Respectfully submitted, 554-2115 U711MMITIND DTC AND THE BOOK -ENTRY ONLY SYSTEM The description that follows of the procedures and recordkeeping with respect to beneficial ownership interests in the Bonds, payment of principal of, premium, if any, and interest on the Bonds to Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in the Bonds, and other related transactions by and between DTC, Participants and Beneficial Owners, is based on information furnished by DTC which the City believes to be reliable, but the City does not take responsibility for the completeness or accuracy thereof The City cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners either (a) payments of principal, premium, if any, and interest with respect to the Bonds or (b) certificates representing ownership interests in or other confirmation of ownership interests in the Bonds, or that they will so do on a timely basis or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. The Depository Trust Company ("DTC'), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered bond will be issued for each maturity (and each individual yield in the case of bifurcated maturities) of the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ('DTCC'). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants'). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com; provided that nothing contained in such website is incorporated into this Official Statement. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner') is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing 55.42116 their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Indenture. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit will agree to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered to DTC. NEITHER THE CITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR REDEMPTION. 55.43117 DTC (or a successor securities depository) may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City. The City, in its sole discretion and without the consent of any other person, may terminate the services of DTC (or a successor securities depository) with respect to the Bonds. The City undertakes no obligation to investigate matters that would enable the City to make such a determination. In the event that the book -entry system is discontinued as described above, the requirements of the Indenture will apply. THE CITY AND THE UNDERWRITER CANNOT AND DO NOT G17VE ANY ASSURANCES THAT DTC, THE PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL, INTEREST OR PREMIUM, IF ANY, WITH RESPECT TO THE BONDS PAID TO DTC OR ITS NOMINEE AS THE REGISTERED OWNER, OR WILL DISTRIBUTE ANY REDEMPTION NOTICES OR OTHER NOTICES, TO THE BENEFICIAL OWNERS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CITY AND THE UNDERWRITER ARE NOT RESPONSIBLE OR LIABLE FOR THE FAILURE OF DTC OR ANY PARTICIPANT TO MAKE ANY PAYMENT OR GIVE ANY NOTICE TO A BENEFICIAL OWNER WITH RESPECT TO THE BONDS OR AN ERROR OR DELAY RELATING THERETO. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the City deems reliable, but the City takes no responsibility for the accuracy thereof. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, bond certificates are required to be printed and delivered as described in the Indenture. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered as described in the Indenture and payment of interest to each Owner who owns of record $1,000,000 or more in aggregate principal amount of Bonds may be made to such Owner by wire transfer to such wire address within the United States that such Owner may request in writing for all Interest Payment Dates following the 15th day after the Trustee's receipt of such request. 55.42118 Efli Tlkqn SPECIMEN MUNICIPAL BOND INSURANCE POLICY 55A-1119 APPENDIX G SANTA ANA INFORMATION GENERAL ECONOMIC DATA CONCERNING THE CITY OF SANTA ANA AND THE COUNTY OF ORANGE The following material is descriptive of the City of Santa Ana (the "City') and the surrounding areas of Orange County (the "County'). It has been prepared by or excerpted from sources as noted in the Official Statement, and has not been independently verified by Bond Counsel, Disclosure Counsel or the Underwriter. The Bonds are payable solely from the sources described in the Official Statement (see "SECURITY FOR THE BONDS'). General The City, county seat of the County and one of the oldest communities in Southern California, is located 33 miles southeast of Los Angeles, 20 miles east of the Ports of Los Angeles and Long Beach, ten miles inland from the Pacific Ocean and 90 miles north of San Diego. The City encompasses an area of approximately 27 square miles and lies on generally level land at an elevation approximately 135 feet above sea level. The City was established by William H. Spurgeon in 1869. The City was incorporated on June 1, 1886 and reorganized under a City Charter in 1888. In 1952, the voters approved a charter which established a council- manager form of government. The charter was modified by an election in 1986 to provide for the mayor to be elected by the voters. A 1988 redistricting resulted in a six -member City Council, in addition to the Mayor. The City Council is elected biannually at large for four-year terms and the Mayor is elected directly for two-year terms. The City has served as the county seat since the formation of the County in 1889. Numerous government offices have taken advantage of the City's central location and position as county seat. City, County, State of California (the "State') and federal offices are conveniently located in the multi -government civic center in the heart of the City. The City has an industrial base which supports the local economy. Orange County The County is located in southern California, north of San Diego County and south of Los Angeles County. The County occupies a land area of approximately 798 square miles, with a coastline of approximately 42 miles, and serves a population of over 3 million. The County represents the third most populous county in the State, and ranks sixth in the United States. 55A 1120 Population The following table summarizes population estimates for the United States, State, County, and City for 1990, 2000, 2010 and the last five years. POPULATION ESTIMATES The United States, State of California, County of Orange and the City of Santa Anao) United California County of Year States State Total Orange Santa Ana 1990 249,622,814 29,758213 2,410,668 293,827 2000 282,162,411 33,721,583 2,831,799 336,223 201012> 307,528,001 37,253,956 3,010,232 324,647 2015 318,474,252 38,912,464 3,152,314 337,180 2016 320,808,676 39,179,627 3,172,222 337,373 2017 323,032,791 39,500,973 3,198,968 337,843 2018 325,032,134 39,740,508 3,213,275 339,192 2019 327,044,416 39,927,315 3,222,498 337,192 (1) As of January 1 of Each Year (2) As of April 1. Source: California State Department of Finance, Demographic Research Unit. 55A2 -121 Employment The following table summarizes the labor force, employment and unemployment figures for calendar years 2014 through 2018 for the County, State of California and the United States and as of December of each year for the City. CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT City of Santa Ana, County of Orange, State of California and the United States 2014-20181l> Unemployment Area Labor Force Employment Unemplovment Rate 2014 City of Santa Ana 158,500 150,200 8,400 5.3 Orange County 1,572,700 1,486,400 86,300 5.5 State of California 18,758,400 17,351,300 1,407,100 7.5 United States 155,922,000 146,305,000 9,617,000 62 2015 City of Santa Ana 158,600 151,300 7,300 4.6 Orange County 1,588,800 1,517,800 70,900 4.5 State of California 18,896,500 17,724,800 1,171,700 62 United States 157,130,000 148,834,000 8,296,000 53 2016 City of Santa Ana 158,300 152,400 5,900 3.7 Orange County 1,602,500 1,537,700 64,800 4.0 State of California 19,093,700 18,048,800 1,044,800 5.5 United States 159,187,000 151,436,000 7,751,000 4.9 2017 City of Santa Ana 160,200 155,500 4,700 2.9 Orange County 1,619,200 1,562,600 56,600 3.5 State of California 19,312,000 18,393,100 918,900 4.8 United States 160,320,000 153,337,000 6,982,000 4.4 2018 City of Santa Ana 158,900 154,200 4,700 3.0 Orange County 1,625,400 1,577,900 47,500 2.9 State of California 19,398,200 18,582,800 815,400 4.2 United States 162,075,000 155,761,000 6,314,000 3.9 (1) Data is based on annual averages. Source: U.S. Department of Labor — Bureau of Labor Statistics, California Employment Development Department. March 2010 Benchmark. 55A3 -122 Income The following tables show the personal income and per capita income for the County, State, and United States for calendar years 2013 through 2017. PERSONAL INCOME ) County of Orange, State of California, and United States Calendar Years 2013 through 2017 County of Year Orange California United States 2013 169,986,956 1,885,672,430 14,175,503,000 2014 179,141,029 2,021,640,034 14,983,140,000 2015 193,358,936 2,173,299,670 15,711,634,000 2016 199,441,555 2,259,413,865 16,115,630,000 201712> 208,653,019 2,364,129,404 16,820,250,000 All dollar estimates are in current dollars (not adjusted for inflation). Estimates for 2013-2017 reflect Census Bureau midyear population estimates available as of December 2017. Estimates for 2013-2017 reflect County population estimates available as of March 2018. (2) Last year such data is available. Source: U.S. Department of Commerce, Bureau of Economic Analysis. PER CAPITA PERSONAL INCOMEo) County of Orange, State of California and United States Calendar Years 2013 through 2017 County of Year Orange California United States 2013 $54,594 $49,173 $44,826 2014 57,110 52,237 47,025 2015 61,178 55,679 48,940 2016 62,763 57,497 49,831 201712> 65,400 59,796 51,640 f> Per capita personal income is the total personal income divided by the total midyear population estimates of the Census Bureau. All dollar estimates are in current dollars (not adjusted for inflation). Estimates for 2013-2017 reflect Census Bureau midyear state population estimates available as of December 2018. Estimates for 2013-2017 reflect County population estimates available as of March 2018. (2) Last year such data is available_ Source: U.S. Department of Commerce, Bureau of Economic Analysis and City of Santa Ana Audited Financial Statements for the Fiscal Year Ended June 30, 2018. 55A4 -123 Industry The following table summarizes employment figures by industry for the County. INDUSTRY EMPLOYMENT & LABOR FORCE ANNUAL AVERAGES County of Orange Calendar Years 2014 through 2018 2014 2015 2016 2017 2018 Total Farm T800 1400 2,400 2,200 2,000 Mining and Logging 700 600 600 700 500 Construction 83,100 91,700 97,400 101,700 106,100 Manufacturing 157,400 157,000 157,000 158,600 159,800 Retail Trade 148,500 151,400 152,400 153,400 152,900 Transportation, Warehousing and Utilities 26,500 26,900 27,200 27,600 29,300 Information 24,500 25,500 26,400 27,300 26,700 Financial Activities 113,600 116,100 117,600 119,000 119,100 Professional and Business Services 276,600 286,600 296,900 301,700 315,400 Education and Health Services 190,800 198,800 206,000 215,700 225,000 Leisure and Hospitality 194,500 203.800 212,000 218,200 222,600 Other Services 47,300 48,900 50,400 50,200 51,100 Government 152,200 156,400 159,600 160,500 160,800 Note: Items may not add to total due to independent rounding. Source: California Employment Development Department, Labor Market Information Division. March 2018 Benchmark Principal Employers The following tables present the principal employers in the City and County for fiscal year 2017/ 18. PRINCIPAL EMPLOYERS County of Orange Fiscal Year 2017/18 Number of Percentage of Total Name of Business Employees City Employment Walt Disney Co. 30,000 1.87% University of California, Irvine 23,605 1.47 County of Orange 18,257 1.14 St. Joseph Health System 13,786 0.86 Allied Universal 7,800 0.49 Kaiser Permanente 6,103 0.38 Boeing Co. 6,057 0.38 Wal-Mart 6,000 0.37 California State University, Fullerton 5,680 0.35 Bank of America 5,400 0.34 Source: Comprehensive Annual Financial Report of the County of Orange for Fiscal Year 2017-18 55A5 -124 PRINCIPAL EMPLOYERS City of Santa Ana Fiscal Year 2017/18 Number of Percentage of Total Name of Business Employees County Employment County of Orange 19,145 12.1 % Santa Ana Unified School District 4,963 3.1 Santa Ana College 3,433 2.2 First American Title Co. 1,815 1.1 KPC Healthcare (formerly Integrated 1,739 1.1 Healthcare Holdings) City of Santa Ana 1,454 0.9 United States Postal Service (3 locations) 1,324 0.8 Superior Court of CA -County of Orange 760 0.5 Johnson & Johnson (Prev: Abbott Medical 600 0.4 Optics Inc (AMO)) Allied Universal (aka Universal protection, 544 0.3 Legacy Universal) Source: Comprehensive Annual Financial Report of the City of Santa Ana for Fiscal Year 2017-18 Taxable Sales The history of taxable transactions in the City from calendar year 2009 through 2018 is shown in the following table. TAXABLE SALES City of Santa Ana Calendar Years 2009 through 2018 Total Outlets Retail Retail and Food Taxable Year Permits Taxable Transactiionsttl Total Permits Transactions(') 2009 3,715 2,139,858 6,717 $3,116,988 2010 3,863 2,235,903 6,838 3,178,264 2011 3,926 2,363,736 6,845 3,326,962 2012 4,003 2,518,026 6,848 3,492,395 2013 3,988 2,608,681 6,745 3,655,025 2014 4,146 2,708,189 6,918 3,816,866 2015 4,362 2,799,397 7,531 3,954,540 2016 4,592 2,935,193 7,857 4,134,901 2017i2> 4588 3,009,393 7881 4,195,521 2018 4428 3,124,575 7955 4,404,535 (1) Taxable transactions in thousands of dollars. (2) As of fourth quarter. Annual data is not available. Source: "Taxable Sales in California (Sales & Use Tax)," California Board of Equalization 55A6 -125 EXHIBIT 5 I�:1:11-3Y�•y CB Draft 10/1612019 CITY OF SANTA ANA GAS TAX REVENUE REFUNDING BONDS, SERIES 2019 BOND PURCHASE AGREEMENT 12019 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 the following agreement with the City of Santa Ana (the "City') for the purchase of the above -captioned bonds (the `Bonds"). Upon the acceptance of this offer by the City, this Bond Purchase Agreement (the "Purchase Agreement') will be binding upon the City and the Underwriter. This offer is made subject to the acceptance of this Purchase Agreement by the City on or before 5:00 P.M. California time on the date hereof and, if not so accepted, will be subject to withdrawal upon written notice (by facsimile transmission or otherwise) from the Underwriter delivered to the City at any time prior to the acceptance of this Purchase Agreement by the City. If the Underwriter withdraws this offer, or the Underwriter's obligation to purchase Bonds is otherwise terminated pursuant to Section 8(c) hereof, then and in such case the City shall be without any further obligation to the Underwriter, including the payment of any casts set forth under Section 9(b) hereof, and the City shall be free to sell the Bonds to any other party. Capitalized terms used in this Purchase Agreement not otherwise defined herein shall have the respective meanings set forth for such terms in the Indenture (as hereinafter defined). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the City, but rather is acting solely in its capacity as an underwriter for its own account. The Underwriter represents and warrants to the City that it is duly authorized to enter into this Purchase Agreement and to act hereunder. Sectionl. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the City, and the City agrees to sell and deliver to the Underwriter, all (but not less than all) of the $ principal amount of the Bonds. The Bonds shall be dated as of December [5], 2019 (the "Closing Date') and shall have the maturities, be subject to redemption, and bear interest at the rates per annum and have the yields all as further described in the Official Statement, dated the date hereof, relating to the Bonds (including its appendices, 55A-126 any documents incorporating there by reference and as amended and supplemented, the "Official Statement'). The purchase price for the Bonds shall be $ calculated as the aggregate principal amount of the Bonds in the amount of $ , plus an original issue premium in the amount of $ and less an underwriter's discount in the amount of $�. Section 2. Authorization and Purpose of the Bonds. The Bonds are being issued pursuant to resolution of the City adopted on , 2019 (the "Resolution') and shall be as described in and shall be executed, delivered and secured in accordance with the provisions of an Indenture of Trust, dated as of December 1, 2019, (the "Indenture") between the City and U.S. BankNational Association, as trustee. The Bonds are being issued for the purpose of providing funds to (i) prepay the outstanding Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Program), (ii) purchase a municipal bond insurance policy and debt service reserve surety for the Bonds, and (iii) pay the costs of issuing the Bonds. The Bonds shall be payable, and shall be subject to prepayment prior to their respective stated maturities, as provided in the Indenture and as described in the Official Statement. The Bonds are secured a pledge by the City of the Gas Tax Revenues (as defined in the Indenture) for the payment of the principal of and interest on the Bonds when due. A municipal bond insurance policy (the "Insurance Policy') [debt reserve surety bond (the "Surety Bond")] shall be purchased from (the "Insurer') for the Bonds. In connection with the issuance of the Bonds, the City will enter into a Continuing Disclosure Agreement (defined herein) and an Escrow Deposit and Trust Agreement, dated as of 12019, (the "Escrow Agreement') with U.S. Bank National Association, as escrow agent (the "Escrow Agent. The Purchase Agreement, the Indenture, the Continuing Disclosure Agreement and the Escrow Agreement are referred to collectively herein as the "City Documents." Section 3. Official Statement. The City ratifies, approves and confirms the distribution of the Preliminary Official Statement with respect to the Bonds, dated November , 2019 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the "Preliminary Official Statement'), in connection with the offering and sale of the Bonds by the Underwriter prior to the availability of the Official Statement. The City represents that the Preliminary Official Statement was deemed final as of its date for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for any information permitted to be omitted therefrom in accordance with paragraph (b)(1) thereof. The City shall provide the Underwriter, within 7 business days after the date hereof (but in any event at least 2 business days prior to the Closing Date) with a reasonable number of copies of the Official Statement in the form of the Preliminary Official Statement, with such changes thereto as have been approved by the Underwriter (which approval shall not be unreasonably withheld), as requested by the Underwriter for distribution. The City authorizes and approves the distribution by the Underwriter of the Official Statement in connection with the offering and sale of the Bonds. The City authorizes the Underwriter to file, and the Underwriter hereby agrees to file at or prior to the Closing Date, the Official Statement with Municipal Securities Rulemaking Board Rule G-32 (the "MSRB'), or its designees. 55A2127 In order to assist the Underwriter in complying with Rule 15c2-12, the City will undertake, pursuant to the Continuing Disclosure Agreement, dated as of December , 2019 (the "Continuing Disclosure Agreement'), between the City and Urban Futures Inc., as dissemination agent (the "Dissemination Agent'), to provide annual financial information and notices of the occurrence of specified events. A description of the Disclosure Agreement is set forth in, and a form of such agreement is attached as Appendix E to, the Official Statement. Section 4. City Representations, Covenants and Agreements. The City represents and covenants and agrees with the Underwriter that as of the date hereof: (a) The City is duly organized and validly existing as municipal corporation under the general laws of the State of California (the "State") and has full right and authority to issue the Bonds under the Bond Law (as such term is defined in the Indenture). (b) The City has full legal right, power and authority to enter into the City Documents, to approve the Resolution, and to observe, perform and consummate the covenants, agreements and transactions contemplated by the City Documents and the Resolution; by all necessary official action of the City, the City has duly adopted the Resolution prior to or concurrently with the acceptance hereof and has approved the Preliminary Official Statement and the Official Statement; the Resolution are in full force and effect and have not been amended, modified, rescinded or challenged by referendum; the City has duly authorized and approved the execution and delivery of, and the performance by the City of its obligations contained in the City Documents; the City has duly authorized and approved the execution and delivery of the Official Statement; and the City is in compliance in all material respects with the obligations in connection with the execution and delivery of the Bonds on its part contained in the City Documents. (c) As of the date thereof, the Preliminary Official Statement (except for information regarding The Depository Trust Company (` DTC') and its book -entry only system, [the Insurer or the Surety Bond]) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) From the date of delivery of the Official Statement (as hereinafter defined) up to and including the end of the underwriting period (as such term is defined in Rule 15c2-12), the Official Statement (except for information regarding DTC and its book -entry only system) does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. For purposes of this Purchase Agreement, the end of the underwriting period shall be deemed to be the Closing Date, unless the Underwriter notes the City to the contrary on or prior to such date. (e) If the Official Statement is supplemented or amended pursuant to Section 4(g), at the time of each supplement or amendment thereto and at all times subsequent thereto up to and including the Closing Date or the end of the underwriting period, as the case may be, the Official Statement as so supplemented or amended (except for information regarding DTC and its book - entry only system) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 55A3128 (f) Except as described in the Official Statement, the City has not failed during the previous 5 years to comply in any material respect with any previous undertakings in a written continuing disclosure certificate or agreement under Rule 15c2-12. (g) If between the date of delivery of the Official Statement and the end of the underwriting period (i) any event occurs or any fact or condition becomes known to the City that might or would cause the Official Statement as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter thereof, and (ii) if in the reasonable opinion of the Underwriter such event, fact or condition requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement in a form and in a manner approved by the Underwriter. (h) To the best of the City's knowledge, the City is not in material violation of, or in material breach of or in material default under, any applicable constitutional provision, charter provision, law or administrative regulation or order of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, or other agreement or instrument to which the City is a party or to which the City or any of its properties is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a material default or event of default under any such instrument; and the execution and delivery of the City Documents, the adoption of the Resolution and compliance with the provisions of the City Documents will not conflict with or constitute a material breach of or material default under any constitutional provision, charter provision, law, administrative regulation, order, judgment court decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is subject or by which it or any of its properties is bound, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its properties or under the terms of any such law, regulation or instrument, except as permitted by the City Documents. (i) Except as disclosed in the Official Statement, there is no action, suit proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending, with service of process having been accomplished, or to the best knowledge of the City after due inquiry, threatened by a prospective party or their counsel in writing addressed to the City, (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) in any way contesting, affecting or seeking to prohibit restrain or enjoin the execution or delivery of any of the Bonds, or the payment of the principal and interest with respect to the Bonds, or the application of the proceeds of the Bonds; (iii) in any way contesting or affecting the validity of the Bonds or the City Documents, or contesting the powers of the City or any authority for the execution and delivery of the Bonds, the approval of the Resolution or the execution and delivery by the City of the City Documents or the Official Statement; (iv) which would likely result in any material adverse change relating to the business, operations or financial condition of the City or the City's or the State's, as applicable, ability to levy and collect the Gas Tax Revenues securing the Bonds, or otherwise satisfy its payment obligations with respect to the Bonds; or (v) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 55A4129 (j) The City will furnish such information, execute such instruments and take such other action not inconsistent with law or established policy of the City in cooperation with the Underwriter as may be reasonably requested (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 of America as may be designated by the Underwriter and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions; provided that (x) the Underwriter shall be responsible for all costs relating to such determination and qualification, (y) the City shall not be required to register as a dealer or a broker of securities or to consent to service of process with any blue sky filing, and (z) the City shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (k) The City Documents when executed by the City, will be legal, valid and binding obligations of the City enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, other laws affecting creditors rights generally, to the application of equitable principles if equitable remedies are sought and to limitations on remedies against cities and counties under California law. (1) All material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, court, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the City of, its respective obligations under City Documents have been duly obtained or when required for future performance are expected to be obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. (m) The financial statements of the City for the fiscal year ended June 30, 2018, set forth as Appendix B to the Official Statement fairly present the financial position of the City as of the dates indicated therein and the results of its operations, the sources and uses of its cash and the changes in its fund balances for the periods therein specified to the extent included therein and, other than as set forth in the Official Statement, were prepared in conformity with generally accepted accounting principles applied on a consistent basis. (n) The City has no current intention to, and will not, prior to the Closing Date, offer or issue bonds, notes or other obligations for borrowed money or incur any material liabilities direct or contingent, except in the ordinary course of business, without prior notice to the Underwriter. (o)The City is not presently, and as a result of the sale of the Bonds will not be, in violation of any debt limitation, appropriation limitation or any similar restrictive provision of the California Constitution or statutes. (p) To the best knowledge of the City, the City has not defaulted in the payment of principal or interest with respect to any of its bonds in the past 10 years. (q) The City will undertake, pursuant to the Resolution and a Continuing Disclosure Agreement to provide certain annual financial information and notices of the occurrence of certain enumerated events pursuant to paragraph (b)(5) of Rule 15c2-12. An accurate description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. The City has been and is in compliance with its continuing disclosure obligations under Rule 15c2-12, as described in the Official Statement. 55A5130 (r) Between the date hereof and the Closing Date, the City will not supplement or amend the City Documents, the Resolution or the Official Statement in any respect that is material to the obligations of the City under this Purchase Agreement without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld. Section 5. Underwriter's Representations, Covenants and Agreements. The Underwriter represents and covenants and agrees with the City that the Underwriter has been duly authorized to enter into this Purchase Agreement and to act hereunder. Section 6. Offering. (a) It shall be a condition to the City's obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter's obligations to purchase and to accept delivery of the Bonds that the entire $ principal amount of the Bonds shall be issued, sold and delivered by or at the direction of the City and purchased, accepted and paid for by the Underwriter at the Closing. On or prior to the Closing, the Underwriter will provide the City with information regarding the reoffering prices and yields on the Bonds, in such form as the City may reasonably request. (b) The Underwriter agrees to make a bona fide public offering of all the Bonds, at prices not in excess of the initial public offering prices as set forth in the Official Statement and in Exhibit D attached hereto. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the public offering price stated on the cover of the Official Statement. The Underwriter will provide, consistent with the requirements of MSRB, for the delivery of a copy of the Official Statement to each customer who purchases a Bond during the underwriting period. The Underwriter further agrees that it will comply with applicable laws and regulations, including without limitation Rule 15c2-12, in connection with the offering and sale of the Bonds. (c) Issue Price. Notwithstanding any provision of this Purchase Agreement to the contrary, the Underwriter and City agree to the following provisions related to the issue price of the Bonds: (1) For purposes of this section, the following defmitions apply: (i) "Public" means any person other than an underwriter or a related party to an underwriter. (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the City, as accepted and agreed to by its Controller, (or with the lead underwriter for the Bonds to form an underwriting syndicate) to participate in the initial sale of the 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 Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public). (iii) "Related Party" means a purchaser of any of the Bonds who, along with the underwriter, are both subject, directly or indirectly, to (i) 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), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are 55A6131 partnerships (including direct ownership by one partnership of another), or (iii) 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). (iv) "Sale Date" means the date of execution of this Purchase Agreement by all parties. (2) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City 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 A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (3) The Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price'), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth herein. The City will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which the it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. (4) Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agrees that the restrictions set forth in the next sentence shall apply, which will allow the City 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 Bonds, the Underwriter will neither offer nor sell unsold 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: (i) the close of the fifth (5") business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the City when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. 55A- 132 (5) The Underwriter understands that sales of any Bonds to any person that is a Related Party to an underwriter shall not constitute sales to the Public for purposes of this Section 6. Section 7. Closing. At a.m., California time, on the Closing Date or at such earlier or later time or date as shall be mutually agreed upon by the City and the Underwriter, the City will, subject to the terms and conditions hereof, sell and deliver the Bonds to or for the account of the Underwriter in definitive form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof. Sale, delivery and payment as aforesaid shall be made at the offices of Best, Best & Krieger LLP in Riverside, California (`Bond Counsel'), or such other place as shall have been mutually agreed upon by the City and the Underwriter, except that the Bonds shall be delivered through the FAST facilities of DTC, or at such other place as shall have been mutually agreed upon by the City and the Underwriter, in fully registered, book -entry eligible form (which may be typewritten) and registered in the name of Cede & Co., as nominee of DTC. The Bonds will be made available to the Underwriter for checking not less than two business days prior to the Closing Date. Section 8. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of the obligations to be performed hereunder and under such documents and instruments to be delivered at or prior to the Closing, and the Underwriter's obligations under this Purchase Agreement are and shall also be subject to the following conditions: (a) the representations and warranties of the City herein shall be true, complete and correct on the date thereof and on and as of the Closing Date, as if made on the Closing Date; (b) at the time of the Closing, the City Documents shall be in full force and effect and shall not have been amended, modified or supplemented, and the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter; (c) (1) the Underwriter shall have the right to cancel its obligation to purchase the Bonds by written notification from the Underwriter to the City if at any time after the date of this Purchase Agreement and prior to the Closing: (i) any event shall have occurred or any fact or condition shall have become known which, in the reasonable judgment of the Underwriter upon consultation with the City and Disclosure Counsel (both as hereinafter defined), either (A) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect; or (ii) legislation shall be enacted, or a decision by a court of the United States shall be rendered, or any action shall be taken by, or on behalf of, the Securities and Exchange Commission which in the reasonable opinion of the Underwrites has the effect of requiring the Bonds to be registered under the Securities Act of 1933, as amended, or requires the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, or any laws analogous thereto relating to governmental bodies; or (iii) any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds or obligations of the general 55Ag 133 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 (iv) any state blue sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; or (v) there shall have occurred any materially adverse change in the affairs or financial condition of the City, except for changes which the Official Statement discloses are expected to occur; provided however, that any such material adverse change shall have the effect of materially adversely affecting, directly or indirectly, the market price of the Bonds, the ability of the Underwriter to enforce contracts for the Bonds or the sale at the contemplated offering price by the Underwriter of the Bonds; (2) The Underwriter shall have the further right to terminate, or subject to agreement by the City, delay without liability, upon notice to the City, the Underwriter's obligation to purchase, to accept delivery of and to pay for the Bonds if at any time after the date of this Purchase Agreement and prior to the Closing Date any of the following occurs and in the reasonable judgment of the Underwriter would have the effect of materially adversely affecting, directly or indirectly, the market price of the Bonds, the ability of the Underwriter to enforce contracts for the Bonds or the sale at the contemplated offering price by the Underwriter of the Bonds: (i) there shall have occurred or any notice shall have been given of any, downgrading, suspension, withdrawal, or negative change in credit watch status by Moody's Investors Service, S&P Global Ratings and Fitch, Inc. or any other national rating service to any of the City's obligations (including the ratings to be accorded the Bonds); (ii) any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commission (the "SEC") against the City; (iii) an amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the California legislature or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to the California legislature or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, 55A9134 with respect to federal or State of California taxation upon revenues or other income of the general character to be derived pursuant to the Resolution which may have the purpose or effect, directly or indirectly, of affecting the tax status of the City, its property or income, its securities (including the Bonds) or any tax exemption granted or authorized by State of California legislation or, in the reasonable judgment of the Underwriter, materially and adversely affecting the market for the Bonds or the market price generally of obligations of the general character of the Bonds; (iv) the declaration of war or engagement in, or escalation of, military hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States; any other extraordinary event, material national or international calamity or crisis, or any material adverse change in the financial, political or economic conditions affecting the United States, the State of California or the City; a downgrade of the sovereign debt rating of the United States by any major credit rating agency or payment default on United States Treasury obligations; or a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against any state of the United States or any city, county, or other political subdivision located in the United States having a population of over 1,000,000; (v) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange or the establishment of minimum prices on such national securities exchanges, or the establishment of material restrictions (not in force as the date hereof) upon trading securities generally by any governmental authority or any national securities exchange; (vi) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the SEC, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect or to the effect that obligations of the general character of the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended; (vii) the New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to 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, Underwriter; (viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; (ix) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any material statement or information contained in the Official Statement, or has the effect of causing 55A-135 the Official Statement to contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in either such event (i) the City refuses to permit the Official Statement to be supplemented to supply such statement or information in a manner satisfactory to the Underwriter or (ii) the effect of the Official Statement as so supplemented is, in the judgment of the Underwriter, to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale, at the contemplated offering prices (or yields) of the Bonds; or (x) since the date of this Purchase Agreement, any materially adverse change in the operations, affairs or financial condition of the City, except for changes which the Official Statement discloses are expected to occur. (d) at or prior to the Closing, the Underwriter shall have received each of the following documents: (1) executed copies of each of the City Documents; (2) the Official Statement, together with any supplements or amendments thereto in the event the Official Statement has been supplemented or amended, with the Official Statement and each supplement or amendment (if any) signed on behalf of the City by its authorized officer; (3) the Preliminary Official Statement, a certificate pursuant to Rule 15c2-12 related to the Preliminary Official Statement signed on behalf of the City by authorized representatives thereof, (4) copies of the adopted Resolution, certified by the Clerk of the City Council as having been duly enacted by the City Council of the City and as being in full force and effect; (5) a certificate of the City executed by its authorized officer, dated the Closing, in form and substance satisfactory to the Underwriter, to the effect that: (i) the representations and warranties of the City contained in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) except as disclosed in the Preliminary Official Statement and the Official Statement, no litigation is pending or, to the best of such official's knowledge, threatened against the City (a) to prohibit, restrain or enjoin the sale or delivery of the Bonds; (b) in any way contesting or affecting the validity of the City Documents to which the City is a party; (c) attempting to limit, enjoin or otherwise restrict or prevent the City from collecting revenues and other income, and applying them pursuant to the Official Statement including payments on the Bonds, and other income or the anticipated receipt of the Gas Tax Revenues; or (d) in any way contesting the existence or powers of the City; and (iii) no event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement relating to the City (excluding therefrom information relating to DTC and the book -entry system, the information under the caption 'UNDERWRITING") or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein relating to the City not misleading; (6) A certificate of U.S. Bank National Association as trustee, dated the Closing Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Underwriter, to the effect that: (i) it is duly organized and existing under and by virtue of the laws 55A 1136 of the United States of America, having the full power and qualified to enter into and perform its duties under the hidentureand the Escrow Agreement; (ii) the execution and delivery of the Indenture and the Escrow Agreement and compliance therewith, will not conflict with or constitute a breach by it of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party or is otherwise subject; and (iii) it has not been served with any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, nor is any such action, to the best of such official's knowledge after reasonable investigation, threatened against it, affecting its existence, the titles of its officers to their respective offices, or contesting or affecting the validity or enforceability of the Indenture or the Escrow Agreement, or contesting its power or authority to enter into, adopt or perform its obligations under the foregoing, wherein an unfavorable decision, ruling or fmding would materially adversely affect the validity or enforceability of the Indenture or the Escrow Agreement; (7) A certified copy of the general resolution of by-laws of the Trustee authorizing the execution and delivery of the Indenture; (8) an opinion of the City Attorney of the City addressed to the Underwriter substantially in the form attached hereto as Exhibit C; (9) an opinion of Bond Counsel, in substantially the form set forth in Appendix D to the Official Statement and a letter of such counsel in the customary form, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it; (10) a supplemental opinion of Bond Counsel, addressed to the City and the Underwriter, dated the Closing Date, to the effect that: (A) This Purchase Agreement has been duly executed and delivered by the City and is a legal, valid and binding obligation of the City, subject to laws relating to bankruptcy, insolvency, reorganization or creditors' rights generally, to the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State; (B) The statements contained in the Preliminary Official Statement and the Official Statement as of their respective dates and as of the Closing Date in the captions entitled "INTRODUCTION", ` FIIE BONDS" (other than the information concerning DTC and the book -entry system), "SECURITY FOR THE BONDS," "TAX MATTERS," "APPENDIX A — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE," and "APPENDIX D — FORM OF BOND COUNSEL OPINION" insofar as such statements expressly summarize certain provisions of the Indenture and the form and content of such counsel's opinion attached as Appendix D to the Official Statement, are accurate in all material respects; and (C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended (the "1933 Act') and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); 55A�137 (11) an opinion of Best Best and Krieger LLP, addressed to the City and the Underwriter to the effect that: Based upon the information made available to them in the course of their participation in the preparation of the Preliminary Official Statement and the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Preliminary Official Statement and the Official Statement, and having made no independent investigation or verification thereof, nothing has come to the attention of the attorneys in the firm rendering legal services in connection with the Bonds which would lead them to believe that the Preliminary Official Statement as of its date, and the Official Statement, as of its date and as of the Closing Date (excluding therefrom any information in the Preliminary Official Statement and the Official Statement relating to DTC, the operation of the book -entry system, information regarding financial or statistical data or projections or estimates or expressions of opinion included in the Preliminary Official Statement and the Official Statement and the appendices thereto, as to which no opinion need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (12) an opinion of Curls Battling P.C., Underwriter's Counsel ("Underwriter's Counsel"), dated the Closing Date and addressed to the Underwriter in form and substance acceptable to the Underwriter; (13) an opinion of counsel to the Trustee, dated the Closing Date and addressed to the Underwriter and the City, in a form acceptable to the Underwriter's Counsel and Bond Counsel; (14) Tax Certificate of the City, executed by the City, in form and substance acceptable to Bond Counsel and the Underwriter, setting forth, among other things, the use of proceeds of the Bonds, and sufficient facts, estimates and circumstances (including covenants of and by the City) in existence on the Closing Date, to support the conclusion that (i) it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations, temporary regulations and proposed regulations promulgated with respect thereto, and (ii) to the best knowledge of the City, there are no other facts, estimates, or circumstances that would materially affect such expectations; (15) evidence of required filings with the California Debt and Investment Advisory Commission; (16) the Blue Sky Memorandum with respect to the Bonds prepared by Underwriter's Counsel; (17) a copy of the Blanket Letter of Representation to DTC relating to the City; (18) evidence satisfactory to the Underwriter that. Standard & Poor's Global Ratings. has assigned ratings to the Bonds set forth in the Preliminary Official Statement and that all such ratings are in full force and effect as of the Closing date; (19) [the executed Surety Bond issued by the Insurer, in form and substance acceptable to the Underwriter]; 5513 138 (20) [the Insurance Policy issued by the Insurer, in form and substance acceptable to the Underwriter]; (21) [opinions of counsel and/or certificates of the Insurer as to the enforceability of its [Surety Bond][Insurance Policy] and as to the accuracy of the information in the Official Statement relating to the Insurer and its [Surety Bond][Insurance Policy]; and (22) such additional legal opinions, certificates, instruments or other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date of this Purchase Agreement and as of the Closing Date, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Agreement shall be deemed to be in compliance with the provisions of this Purchase Agreement if, but only if, they are in form and substance satisfactory to the Underwriter and Underwriter's Counsel. If the City is unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under further obligations hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 9 of this Purchase Agreement shall continue in full force and effect. Section 9. EMenses. (a) Except for those expenses assigned to the Underwriter pursuant to Section 9(b) hereof, the Underwriter shall be under no obligation to pay, and the City shall pay, any expenses incident to the performance of the City's obligations under this Purchase Agreement and the fulfillment of the conditions imposed hereunder, including but not limited to: (i) the fees and disbursements of Bond Counsel and Disclosure Counsel and Urban Futures, Inc. Tustin, California (the 'Municipal Advisor'); (ii) the fees and disbursements of the Trustee and Escrow Agent and any verification agent counsel, auditors, engineers, insurers, consultants or others retained by the City in connection with the transactions contemplated herein; (iii) the costs of preparing and printing the Bonds; (iv) the costs of the printing of the Official Statement (and any amendment or supplement prepared pursuant to Section 4(g) of this Purchase Agreement); and (v) any fees charged by investment rating agencies for the rating of the Bonds. [As an accommodation for the City, on the Closing Date, the Underwriter will deliver $ of the purchase price directly to the Insurer (reflecting payment of the sum of the premium payable with respect to the Reserve Policy.] The City shall also pay for any expenses upon issuance of the Bonds included in the expense component of the Underwriter's discount incurred by the Underwriter which are incidental to the negotiation, marketing, issuance and delivery of the Bonds, including, but not limited to, intemet roadshow (if any) and meals, transportation, and lodging, if any, incurred by or on behalf of the City and its representatives or employees, and any other miscellaneous closing costs. In the event that the Underwriter incurs or advances the cost of any expense for which the City is responsible hereunder, the City shall reimburse the Underwriter at or prior to the Closing Date; if on the Closing Date, reimbursement may be included in the expense component of the Underwriter's discount. 55A4139 (b) Except as provided for above, the Underwriter shall pay from the expense component of the Underwriter's discount, all expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds: (i) all advertising expenses in connection with the offering of the Bonds; (ii) the costs of printing the Blue Sky memorandum used by the Underwriter: (iii) all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds, including the fees of the CUSIP Service Bureau for the assignment of CUSIP numbers; and (iv) all other expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds, including the fees and disbursements of Underwriter's Counsel. Notwithstanding that the fees of the California Debt and Investment Advisory Commission are solely the legal obligation of the Underwriter, the City agrees to reimburse the Underwriter for such fees. (c) The City acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. Section 10. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City at the address set forth above and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to the Underwriter: If to the City: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: Telephone: If to the Underwriter: Samuel A. Ramirez & Co., Inc. 445 S. Figueroa St., Suite 2310 Los Angeles, CA 90071 Attention: Michael Mejia, Vice President Telephone:(213) 627-6121 Section 11. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter), and no other person shall acquire or have any right hereunder or by virtue of this Purchase Agreement. All of the representations, warranties and agreements of the City contained in this Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds, pursuant to this Purchase Agreement; and (iii) any termination of this Purchase Agreement. Section 12. Invalid or Unenforceable Provisions. hi the event that any provision of this Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Purchase Agreement. Section 13. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Purchase Agreement may be 55A 5140 signed in counterparts, and upon delivery to the other party of such signed Purchase Agreement, which delivery may be by facsimile transmission, shall constitute the binding agreement of each party to this Purchase Agreement. Section 14. Governing Law; Venue. This Purchase Agreement shall be governed by and interpreted under the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Purchase Agreement shall be in the City of Santa Ana. Section 15. Headings. The Section headings in this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof. Section 16. Entire Agreement. This Purchase Agreement, when accepted by the City, shall constitute the entire agreement between the City and the Underwriter and is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter with the consent of the City) and no other person shall acquire or have any right hereunder by virtue hereof. All of the City's representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Agreement. Section 17. No Fiduciary or Advisory Role; Aim's Length Transaction. The Underwriter and the City acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's-length commercial transaction between City, on the one hand, and the Underwriter, on the other hand, (ii) in connection with such transaction, each Underwriter is acting solely as a principal and not as a municipal advisor, a financial advisor, or a fiduciary of the City, and may have financial and other interests that differ from those of the City, (iii) the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the City with respect to the offering of the Bonds or the discussions, undertakings and procedures leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has provided or is currently providing services or advice to City on other matters), (iv) the only obligations the Underwriter has to the City with respect to the transactions contemplated hereby are expressly set forth in this Purchase Agreement, and (v) the City and the Underwriter have consulted with their respective legal, financial and other advisors to the extent they deemed appropriate in connection with the offering of the Bonds. The Underwriter is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended) in connection with the matters contemplated by this Purchase Agreement. [Remainder of page intentionally left blank] 556141 55�142 This Purchase Agreement shall become effective upon execution of the acceptance of this Purchase Agreement by the City and shall be valid and enforceable as of the time of such acceptance. Very truly yours, SAMUEL A. RAMIREZ & CO., INC., as Underwriter [Title] CITY OF SANTA ANA ACCEPTED at [[a.m./p.m.] Pacific Time this day of 12019 I_\» .ZGTA 0 11 F.Vy 110 all] 115 CITY ATTORNEY 55A g143 EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE CITY OF SANTA ANA GAS TAX REVENUE REFUNDING BONDS, SERIES 2019 The undersigned, on behalf of Samuel A. Ramirez & Co., Inc., hereby certifies as set forth below with respect to the sale and execution and delivery of the above -captioned bonds (the `Bonds") of the City of Santa Ana (the "City"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the [General Rule Maturities], the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. [2. Initial Offering Price of the Hold -the -Offering -Price Maturities. (a) Samuel A. Ramirez & Co., Inc. offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices') on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. (b) As set forth in the Purchase Agreement, Samuel A. Ramirez & Co., Inc. agreed in writing on or prior to the Sale Date that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, they would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule'), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail or other third -party distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail or other third -party distribution agreement, to comply with the hold -the -offering -price rule. [Pursuant to such agreement, no Underwriter (as defined below) offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] 3. Defined Terms. [(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Samuel A. Ramirez & Co., Inc. sold at least 10% of such Hold -the -Offering - Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the - Offering -Price Maturity.] 5541144 (d) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (e) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term `related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (1) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is {SALE DATE). (h) Underwriter means (i) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail or other third -party distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Samuel A. Ramirez & Co., Inc.'s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the City with respect to certain of the representations set forth in the tax certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Best Best & Krieger LIP in connection with rendering its opinion that the interest with respect to the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the City from time to time relating to the Bonds. 554-2145 SCHEDULE A TO ISSUE PRICE CERTIFICATE GENERAL RULE MATURITIES AND HOLD -THE -OFFERING -PRICE MATURITIES General Rule Maturities [Insert] Hold -The -Offering -Price Maturities [Insert] Schedule A-1 55A-146 EXHIBIT B FORM OF CERTIFICATE OF THE CITY 55A-1147 EXHIBIT C FORM OF OPINION OF CITY ATTORNEY C-1 55A-148 EXHIBIT D City of Santa Ana Gas Tag Revenue Refunding Bonds, Series 2019 MATURITY SCHEDULE Maturity Date (January 1 Principal Amount Interest Rate Yield Initial Offering Price 10% Test Used Hold the Offering Price Rule Used C-1 55A-149 EXHIBIT 6 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement') is executed and delivered by and between the City of Santa Ana (the "City') and Urban Futures, Inc., as dissemination agent (the "Dissemination Agent, in connection with the issuance and delivery of W,025,000 City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 (the `Bonds"). The Bonds are issued pursuant to an Indenture of Trust, dated as of December 1, 2019 (the "Indenture'), by and between the City and US Bank National Association (the "Trustee"). SECTION 1. Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule. SECTION 2. Defmitions. In addition to the defmitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement 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 City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Annual Report Date" shall mean March 31 of each year (beginning on March 31, 2020). "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 tux purposes. "Fiscal Year" shall mean the one-year period ending on June 30 of each year. "Holder" shall mean a registered owner of the Bonds. "Listed Events" shall mean any of the events listed in Section 5 of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board established pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934 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 Marketplace Access (EMMA) website of the MSRB, currently located at http: //emma. msrb. org. "Participating Underwriter" shall mean 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. SECTION 3. Provision of Annual Reports. (a) The City shall provide, or cause the Dissemination Agent to provide, not later than the Annual Report Date to MSRB an Annual Report relating to the immediately preceding Fiscal Year which 55394.00055\32427465.1 55A-150 is consistent with the requirements of Section 4 of this Disclosure Agreement, which 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 Agreement. (b) Not later than 15 business days prior to the Annual Report Date the City shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the first sentence of this subsection (b). (c) If the City is unable to provide to MSRB an Annual Report by the date required in subsection (a), the City, in a timely manner, shall send to MSRB a notice in substantially the form attached hereto as Exhibit A. SECTION 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following: 1. The audited financial statements of the City for the most recently completed Fiscal Year, prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the City and by the Governmental Accounting Standards Board. If the City's audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; 2. An update, for the fiscal year ended the June 30 next preceding the Annual Report Date, of the information contained in the Official Statement in Table Nos. 1, 2 and 3 (to the extent not included in the audited financial statements described in paragraph (1) above). In addition to any of the information expressly required to be provided under subsections (1) and (2) of this Section, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. 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 City 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. SECTION 5. Reporting of Listed Events. The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds (in each case to the extent applicable) in a timely manner not more than ten business days after the occurrence of the event: 1. principal or interest payment delinquencies; 2. non-payment related defaults, if material; 3. modifications to the rights of the Holders, if material; 4. optional, contingent or unscheduled calls, if material, and tender offers; 5. defeasances; 55394.00055\32427465.1 2 55A-151 6. rating changes; 7. adverse tax opinions or 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 Bonds or other material events affecting the tax status of the Bonds; 8. unscheduled draws on the debt service reserves reflecting financial difficulties; 9. unscheduled draws on the credit enhancements reflecting financial difficulties; 10. substitution of the credit or liquidity providers or their failure to perform; 11. release, substitution or sale of property securing repayment of the Bonds, if material; 12. bankruptcy, insolvency, receivership or similar proceedings of the City, which shall occur as described below; 13. appointment of a successor or additional trustee or the change of name of a trustee, if material; 14. the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a defmitive agreement relating to any such actions, other than pursuant to its terms, if material; 15. incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material; or 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties. For these purposes, any event described in item 12 of this Section 5 is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The term financial obligation means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (3) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. 55394.00055\32427465.1 3 55A-152 SECTION 6. Termination of Obligation. The City's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing 30 days' written notice to the City and the Trustee (if the Trustee is not the Dissemination Agent). The Dissemination Agent shall have no duty to prepare or review the Annual Report nor shall the Dissemination Agent be responsible for filing any Annual Report not provided to it by the City in a timely manner and in a form suitable for filing. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City shall give notice of such amendment or waiver in the same manner as for a Listed Event under Section 5. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall not thereby have any obligation under this Disclosure Agreement to update such information or include it in any future notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Agreement, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action to compel performance. No Holder or Beneficial Owner of the Bonds may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the City satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the City shall have refused to comply therewith within a reasonable time. SECTION 11. Duties, Immunities and Liabilities of the Dissemination Agent. The Dissemination Agent (if other than the City) shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City 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 or in the exercise or 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 the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination 55394.00055\32427465.1 4 55A-153 Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to them hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Holders, or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. No person shall have any right to commence any action against the Dissemination Agent hereunder, seeking any remedy other than to compel specific performance of this Disclosure Certificate. The Dissemination Agent shall not be liable under any circumstances for monetary damages to any person for any breach under this Disclosure Certificate. SECTION 12. Filings with the MSRB. All financial information, operating data, financial statements, notices, and other documents provided to MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by MSRB and shall be accompanied by identifying information as prescribed by MSRB. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, 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. SECTION 14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (Signature page follows) 553 94.000 5 5\32427465.1 5 55A-154 EXHIBIT 6 Date: December 2, 2019 CITY OF SANTA ANA Kristine Ridge City Manager URBAN FUTURES, INC., as Dissemination Agent Authorized Signatory -Signature Page - Continuing Disclosure Agreement 55394.00055\32427465.1 55A2155 T1 1 NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: CITY OF SANTA ANA Name of Issue: CITY OF SANTA ANA GAS TAX REVENUE REFUNDING BONDS, SERIES 2019 Date of Issuance: December 2, 2019 NOTICE IS HEREBY GIVEN that the City has not provided to the MSRB an Annual Report with respect to the above -named Bonds as required by the Continuing Disclosure Agreement, dated October 1, 2019. The City anticipates that the Annual Report will be filed by Dated: CITY OF SANTA ANA 55394.00055\32427465.1 554-1156 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: ADOPT A RESOLUTION AUTHORIZING A GRANT APPLICATION TO THE DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT FOR SIB 2 PLANNING GRANTS PROGRAM FUNDS {STRATEGIC PLAN NOS. 3,2131 CLERK OF COUNCIL USE ONLY: _••e• W ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 211d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution authorizing the Executive Director of the Planning and Building Agency to finalize and submit a $625,000 grant application for SB 2 Planning Grants Program Funds. DISCUSSION On March 28, 2019, the State of California, Department of Housing and Community Development (HCD) issued a Notice of Funding Availability (NOFA) for its Planning Grants Program (PGP). The purpose of the PGP is to help cities and counties in California prepare, adopt, and implement plans and process improvements that streamline housing approvals and accelerate housing production. Recognizing that the PGP provides grants through a noncompetitive process and the City of Santa Ana is eligible to receive up to $625,000 in funding, staff prepared an application emphasizing the benefits to the community. The grant program guidelines require submission of a fully executed resolution authorizing application for PGP funds (Exhibit 1) to complete the grant application. Projects submitted under the program, such as updates to zoning ordinances, or updates to general plans or specific plans, must demonstrate a nexus to accelerate housing production. Projects categorized as Priority Policy Areas (PPA) automatically qualify as accelerating housing production and do not need to demonstrate a nexus. These types of projects are: rezoning to permit housing by -right; objective design and development standards; specific plans or form based codes coupled with CEQA streamlining; accessory dwelling units or other innovative building strategies; expedited processing; and housing related infrastructure financing and fee reduction strategies. The City's grant application includes a combination of eligible activities including expedited processing, innovative building strategies, and revisions to the zoning code to implement housing policies from the upcoming comprehensive general plan update and the mandatory update of the 55B-1 Resolution Authorizing Grant Application Submittal to SB 2 PGP November 5, 2019 Page 2 Housing Element. Proposed expedited processing activities involve upgrading the land management permitting system to offer user-friendly online processes and digital plan reviews, providing informational videos to simplify counter procedures and development codes, digitizing permits and plans for public access, and creating pre -approved accessory dwelling unit plans for straightforward permitting. If awarded, the grant funding would allow for the implementation of zoning code updates, quality improvements to counter services and development processes, and further enriching the City's ability to deliver excellent customer service. ENVIRONMENTAL IMPACT Pursuant to Section 15061(13)(3) of the California Environmental Quality Act, this action is exempt from further review as there is no potential for any environmental impact. FISCAL IMPACT At this time, there is no fiscal impact associated with this Council action. The City is pursuing a grant in the amount of $625,000 to implement the proposed activities allowed under the SB 2 Planning Grants Program. If awarded, that amount would be appropriated into the City's budget. 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), Strategy B (update zoning ordinance and include equitable, innovative, business friendly zoning practices). Minh Thai Executive Director Planning and Building Agency ja/vf:la Exhibits: 1. Resolution 2. Draft City Application 3. HCD March 28, 2019 NOFA 55B-2 *:1:1Ill III il LS 11.5.19 RESOLUTION NO. 2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING APPLICATION FOR, AND RECEIPT OF, SENATE BILL NO. 2 (SIB 2) PLANNING GRANTS PROGRAM FUNDS WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated March 28, 2019, for its Planning Grants Program (PGP); and WHEREAS, the City Council of Santa Ana desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program; and WHEREAS, the Department is authorized to provide up to $123 million dollars under the SIB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq. [Chapter 364, Statutes of 2017 (SIB 2)] related to the PGP Program. NOW, THEREFORE, THE CITY COUNCIL OF SANTA ANA RESOLVES AS FOLLOWS: SECTION 1. The Executive Director of Planning and Building Agency is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application released March 28, 2019, in the amount of $625,000. SECTION 2. In connection with the PGP grant, if the application is approved by the Department, the City Manager or designee is authorized to enter into, execute, and deliver a State of California Agreement (Standard Agreement) for the amount of $625,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant, the City's obligations related thereto, and all amendments thereto (collectively, the "PGP Grant Documents"). SECTION 3. The City shall be subject to the terms and conditions as specified in the Standard Agreement, the SIB 2 Planning Grants Program Guidelines, and any applicable PGP guidelines published by the Department. Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application will be enforceable through the executed Standard Agreement. The City Council hereby agrees to use the funds for eligible uses in the manner presented in the application as approved by the Department and in accordance with the Planning Grants NOFA, the Planning Grants Program Guidelines, and the 2019 Planning Grants Program Application. Resolu0on No. 2019-m 55B-3 Page 1 of 2 SECTION 4. The City Manager or designee, is authorized to execute the City of Santa Ana Planning Grants Program application, the PGP Grant Documents, and any related agreements or amendments thereto, on behalf of the City of Santa Ana as required by the Department for receipt of the PGP Grant. SECTION 5. 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 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers: Councilmembers: Councilmembers: Councilmembers: 2019 by the following vote: Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-xx to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Clerk of the Council City of Santa Ana 55B-4 Resolution No. 2019-m Page 2 of 2 EXHIBIT 2 SB 2 Planning Grants Program Application State of California Governor Gavin Newsom Alexis Podesta, Secretary Business, Consumer Services and Housing Agency Ben Metcalf, Director Department of Housing and Community Development 2020 West El Camino, Suite 500 Sacramento, CA 95833 Website: http://www.hcd.ca.gov/grants-funding/active-funding/planning- grants.shtml Email: sb21planninggrant6d�hcd.ca.gov March 28, 2019 Revised July 10, 2019 55B-5 SB 2 Planning Grants Application Planning Grants Program Application Packaging Instructions The applicant is applying to the Department of Housing and Community Development (Department) for a grant authorized underneath the Planning Grants Program (PGP) provisions of SB 2 (Chapter 364, Statutes of 2017). The PGP program is intended for the preparation, adoption, and implementation of plans that streamline housing approvals and accelerate housing production. Please refer to the SB 2 Planning Grants Program Guidelines and Notice of Funding Availability (NOFA) for detailed information on eligible activities, applicants, and awards. If you have questions regarding this application or the PGP, email sb2plan ninggrant(c)hcd.ca.gov. If approved for funding, this grant application will be a part of your Standard Agreement with the Department. In order to be considered for funding, all sections of this application, including attachments and exhibits if required, must be complete and accurate. Pursuant to Section X of the NOFA, all applicants must submit a complete, signed, original application package and an electronic copy on CD or USB flash drive containing the following documentation, in the order listed below, to the Department by the specified due date in the Notice of Funding Availability (NOFA) in order to be considered for award: 1) A complete, signed, original application (the Department will only accept this Tillable pdf as the application) with the following attachments: a. Attachment 1: State and Other Planning Priorities (All applicants must submit this form to self -certify compliance) b. Attachment 2: Nexus to Accelerating Housing Production - NOTE: if the applicant is proposing only Priority Policy Areas (PPA), as defined in section VIII, subsection (3) of the NOFA, do not fill out Attachment 2. However, if the applicant is proposing to fund PPAs AND other activities that are not considered PPAs, the application must demonstrate how these other activities have a nexus to accelerating housing production by filling out Attachment 2 of this application. 2) A fully executed resolution authorizing application for, and receipt of, PGP funds (see Attachment 3: Sample Resolution). 3) A fully executed Government Agency Taxpayer ID Form (available as a download from the SB 2 Planning Grants webpage at http://www.hcd.ca.gov/qrants- funding/active-funding/planning-grants.shtml). 4) If the applicant is partnering with another local government or other entity pursuant to Article II, Section 200 of the SB 2 Planning Grant Program Guidelines (the "Guidelines"), include a copy of the legally binding agreement. 5) Other documentation (e.g., letters of support, scope of work, etc.) if needed. NOTE: All local governments must submit a separate, signed application package, notwithstanding whether it will partner with another form of government or entity. Only one application per locality will be accepted by the Department. Joint applications are not allowed. CA-HCD SB 2 PGP PaWTA 2019 Year-1 Grant Application SB 2 Planning Grants Application A. Applicant Information Pursuant to Article ll, Section 200 of the Guidelines, local governments may partner through legally binding agreements with other forms of governments or entities. However, all local governments must submit separate, signed application packages that identify theirrespective responsibilities and deliverables, even if partnering with other entities. Is the a licant partnering with another eligible local government entity? `Yes */f Yes, the application package must include a fully executed copy of the legally binding agreement. Provide the partners' name(s) and type(s) below for reference only. 0✓ No Complete the following Applicant information Applicant's Name City of Santa Ana Applicant's Agency Type Local Government Applicant's Mailing Address 20 Civic Center Plaza City Santa Ana State California Zip Code 192701 County Orange County Website http://santa-ana.org Authorized Representative Name Minh Thai Authorized Representative Title Executive Director of Planning and Building Agency Phone 714-667-2706 Fax Email MThai@santa-ana.org Contact Person Name Jill Arabe Contact Person Title Senior Planner Phone 714-667-2707 Fax 714-973-1461 Email jarabe@santa-ana.org Partner(s) Name (if applicable) Partner Agency Type Partner(s) Name (if applicable) Partner Agency Type Proposed Grant Amount $ 625,000 B. Applicant Certification As the official designated by the governing body, I hereby certify that if approved by HCD for funding through the Planning Grants Program (PGP), the City of Santa Ana assumes the responsibilities specified in the 2019 Notice of Funding Availability and PGP guidelines, and certifies that the information, statements, and other contents contained in this application are true and correct. Signature: Date CA-HCD SB 2 PGP Name: Minh Thai Title: Executive Director of Planning and Building Agency PaWT7 2019Year- 1 Grant Application SB 2 Planning Grants Application C. Threshold Requirements Pursuant to Section 201(a) through (d) of the Guidelines, all applicants must meet the following threshold criteria in items 1-4 below to be eligible for an award. 1. Does the applicant have an adopted housing element found to be in substantial compliance by the Department on orbefore the date of the applicant's submission of their SB 2 Planning Grant application? �✓ Yes Date of HCD Review Letter: 5/22/18 No ❑The Applicant requests HCD to consider housing element compliance threshold as met due to significant progress achieved in meeting housing element requirements. 2. Has the applicant submitted to the Department the Annual Progress Report (APR) for the current or prior year on or before the date of submission of their SB 2 Planning Grant application? r7l I Yes I APR Date Submitted IVI 1 2017 CY Report 3/27/18 L/J 1 2018 CY Report 3/29/19 0M 3. /s the applicant utilizing one of the Priority Policy Areas listed below (as defined in section Vlll, subsection 3 of the NOFA)? *If the applicant is proposing only Priority Policy Areas, do not fill out Attachment 2. However, if *Yes the applicant is proposing to fund PPAs AND other activities that are not considered PPAs, the application must demonstrate how these other activities have a nexus to accelerating housing roduction b fillin out Attachment 2 of this a oplication. Specific Plans or Accessory Housing related Rezone to permit Objective design form based codes Dwelling Units or Expedited infrastructure by -right and development standards coupled with CEQA other low-cost processing financing and fee reduction streamlinin building strategies strategies ❑ ❑ 0 0 0 0 If an applicant is not proposing Priority Policy Areas, the application must include an explanation No and document the plans or processes' nexus and impact on accelerating housing production based on a reasonable and verifiable methodology and must submit Attachment 2 in the Application pursuant to section VIII, subsection 3 of the NOFA. The applicant is proposing PPAs and other activities not considered PPAs and is demonstrating how these activities have a nexus to accelerating housing production by submitting Attachment 2. 4. Does the applicant demonstrate that the locality is consistent with State Yes No Planning or Other Priorities, as certified in Attachment I? *IfNo, consistency maybe demonstrated through activities (not necessarily proposed for SB 2 funding) that were completed within the last five years, as certified in Attachment 1. 5. Is a completed and signed resolution included with the application package? Yes No See Attachment 3, "Sample Resolution" CA-HCD SB 2 PGP PAWP 2019 Year-1 Grant Application SB 2 Planning Grants Application D. Proposed Activities Checklist (Section VI, items (1) through (17) of the NOFA) Check all activities the locality is undertaking for their PGP efforts below. Activities must match Section E. Project Description, and Section F. Timeline and Budget. 1 ❑updates to general plans, community plans, specific plans, local planning related to implementation of sustainable communities strategies, or local coastal plans 2 R/I updates to zoning ordinances 3 environmental analyses that eliminate the need for project -specific review 4 F,/] local process improvements that improve and expedite local planning 5 a smaller geography with a significant impact on housing production including an overlay district, project level specific plan or development standards modifications proposed for significant areas of a locality, such as corridors, downtown or priority growth areas 6 ❑the creation or enhancement of a housing sustainability district pursuant to AB 73 (Chapter 371, Statutes of 2017 7 workforce housing opportunity zone pursuant to SB 540 (Chapter 369, Statutes of 2017) 8 ❑zoning for by -right supportive housing, pursuant to Government Code section 65651 (Chapter 753, Statutes of 2018 9 ❑zoning incentives for housing for persons with special needs, including persons with developmental disabilities 10 rezoning to meet requirements pursuant to Government Code Section 65583.2(c) and other rezoning efforts to facilitate supply and affordability 11 ❑rezoning for multifamily housing in high resource areas (according to Tax Credit Allocation Committee/Housing Community Development Opportunity Area Maps) 12 R/I pre -approved architectural and site plans 13 regional housing trust fund plans 14 funding plans for SB 2 Year 2 going forward 15 infrastructure financing plans 16 environmental hazard assessments; data collection on permit tracking; feasibility studies, site analysis, or other background studies that are ancillary and part of a proposed activity with a nexus to accelerating housing production 17 0 Other activities demonstrating a nexus to accelerating housing production CA-HCD SB 2 PGP PAW79 2019 Year-1 Grant Application SB 2 Planning Grants Application E. Project Description Provide a description of the project and the scope of work to be performed below. Use Appendix A for additional information if necessary. Note: If partnering with another local government or entity, be sure to clarify the responsibilities and deliverables of vour localitv pursuant to such partnership. The City intends to utilize grant funding for the following planning goals and priorities: 1. PPA: Expedited Processing: The City proposes to use SB2 grant monies for a variety of counter and permit processing improvements. First, the City proposes to upgrade to a different land management permitting system. The enhancements will include online permit processing and digital plan review. Second, the City proposes to create informational videos for publication on the City's website. The videos will explain counter processes and development project procedures. Additional video options will detail zoning districts/development standards that are commonly requested. Lastly, physical improvements to the planning and building processes include lobby computers/stations for customers to apply for permits and review permit history/plans on file, scanning/organizing of plans into digital archives, and upgrades to staff computers and counter equipment. The City is projecting that the improvements will reduce counter processing time by an average of 45 percent. The planning and building counters currently average approximately 10-15 minutes with each customer. Much of the counter time is spent inputting information into the computer, processing plans, and responding to lengthy inquiries. By offering expedited forms of our services, we can assist customers through the process efficiently and increase productivity. 2. PPA: Accessory Dwelling Units or Other Innovative Building Strategies: The City has received an influx of ADU applications (over 90+) in the past few years. Depending on the type of ADU proposed (i.e., conversion, new detached), average timing of planning review is approximately 2-4 months, including applicant revisions and resubmittals. In order to expedite the processing of ADU applications, the City would like to have pre -approved plans created for detached structures and garage conversions. The pre -approval plans would have both planning and building plan check code compliance (if feasible); therefore, customers can use the plans to get their ADUs permitted and constructed in a shorter timeframe. The City anticipates that ADU applications with pre -approved plans will double in quantity because processing time would be significantly reduced to over-the-counter planning approval (same day) or within one month for both planning and building approvals. Additional features to this PPA would include a workbook to explain the process, application, fees, and detailed information required on ADU plan submittals. The City anticipates that more information available to the public (online or brochures) would accelerate production of ADUs. 3. Zoning Code Update: Following the adoption of the General Plan and to implement Housing Element policies, the City proposes to use SB2 grant monies to update the zoning code including revisions to residential zones and development standards, evaluate allowances for by -right multifamily housing, and consider objective design standards. The City does not know the extent of by -right housing and objective design standards and is therefore submitting this activity as a non-PPA. CA-HCD SB 2 PGP P��Ep l S 0 2019 Year-1 Grant Application c O A Cf a a a V c m cm c C c A a N m N LL O a H a H O �a o a O o a Ld 0 L(j - PE 01 8 w y V) w y V) N V) -- a a > > > > > > > > Z Z Z Z Z Z m > T y a U >o YO O U c a O - c o N = U >o YO O U > o > X w > o > X w U >o YO O U y O O O y o O E t V� O U U a ¢ V N O O N O N O N N N N N N N C W O M N O M CO CO N M O O M � M M M N M M O M CO M W M N W N N O M CO m N O O N V r M m z N E Q y U O O O O O NO O O O O O N O O O O O O O � O M O O Ld O ON O N t 3 y N - N > O U U Q t a y N W O a A a c � y c O 0 F y N y N W C C C C C C C C C C C C C O Q Q Q Q Q Q Q Q Q Q Q Q Q a T - a¢ O a y O aS '> a m ry O `a 'a o a � C C o `a m15a t c y m a Q m U 6 N m M M M a IL ,a` . N a a R co m Q Q U ULj- 1 1 SB 2 Planning Grants Application G. Legislative Information District # Legislator Name 46 Luis Correa 48 Harley Rouda Federal Congressional District 69 Assembly Member Tom Daly State Assembly District 31 Senator Thomas J. Umberg State Senate District Applicants can find their respective State Senate representatives at https.11www.senate.ca.gov/. and their respective State Assembly representatives at https.11www.assembly.ca._qov/. CA-HCD SB 2 PGP Pa§eq9 112 2019 Year-1 Grant Application SB 2 Planning Grants Application Attachment 1: State and Other Planning Priorities Certification (Page 1 of 3) Pursuant to Section 201(d) of the Guidelines, all applicants must demonstrate that the locality is consistent with State Planning or Other Planning Priorities by certifying that at least one activity was completed in 1) State Planning Priorities (i.e., Infill and Equity, Resource Protection, Efficient Development Patterns) or 2) Other Planning Priorities (i.e., Affordability, Conservation, or Climate Change). Consistency may be demonstrated through activities (not necessarily proposed for SB 2 funding) that were completed within the last five years. Complete the following self -certification by selecting one or more of the policy areas in the following tables by inserting the date completed for each applicable action, briefly describing the action taken, and certifying. State Planning Priorities Date Completed I Brief Description of the Action Taken Promote Infill and Equity Rehabilitating, maintaining, and improving existing infrastructure that supports Infill development and appropriate reuse and redevelopment of previously developed, underutilized land that is presently served by transit, streets, water, sewer, and other essential services, particularly in underserved areas. 5/9/16 Approved adaptive reuse project involving the conversion of an existing 5-story office building to affordable multifamily residential development with commercial uses. Seek or utilize funding or support strategies to facilitate opportunities for inflll development. 3/24/17 Awarded SCAG Sustainability Planning Grant to locate and vet key nodes for infill development through GP Update and creation of public realm plans. Other (describe how this meets subarea objective) Promote Resource Protection Protecting, preserving, and enhancing the state's most valuable natural resources, including working landscapes such as farm, range, and forest lands, natural lands such as wetlands, watersheds, wildlife habitats, and other wildlands; recreation lands such as parks, trails, greenbelts, and other open space; and landscapes with locally unique features and areas identified by the state as deserving special protection. Actively seek a variety of funding opportunities to promote resource protection in underserved communities. Other describe how this meets subarea objective Encourage Efficient Development Patterns Ensuring that any infrastructure associated with development, other than inflll development, supports new development that does the following: 1 Uses land efficient) . CA-HCD SB 2 PGP Paf e5P 713 2019 Year-1 Grant Application SB 2 Planning Grants Application Attachment 1: State and Other Planning Priorities Certification (Page 2 of 3) (2) Is built adjacent to existing developed areas to the extent consistent with environmental protection. 3 Is located in an area appropriately planned for growth. (4) Is served by adequate transportation and other essential utilities and services. 2/27/19 OC Streetcar Maintenance Building permits issued to service the OC Streetcar which will provide alternative transportation from SARTC to Garden Grove. (5) Minimizes ongoing costs to taxpayers. Other (describe how this meets subarea objective) Other Planning Priorities Affordability and Housing Choices Incentives and other mechanisms beyond State Density Bonus Law to encourage housing with affordability terms. Efforts beyond state law to promote accessory dwelling units or other strategies to intensify single-family neighborhoods with more ho using choices and affbrdabilit . 4/3/18 City adopted Accessory Dwelling Unit Ordinance that permits ADUs on properties that are min. 6,000 SF and allow single-family homes. Upzoning or other zoning modifications to promote a variety of housing choices and densities. 10/27/14 City adopted Adaptive Reuse Ordinance where eligible buildings in project incentive areas could be converted from nonresidential to residential uses. Utilizing surplus lands to promote affordable housing choices. Efforts to address infrastructure deficiencies in disadvantaged communities pursuant to Government Code Section 65302.10. 9/5/19 Permits issued to Jamboree Housing on updating multifamily apartment complex (805-904 S Minnie) to upgrade units and increase parking with lifts. Other (describe how this meets subarea objective) CA-HCD SB 2 PGP Pa5T03f 114 2019 Year-1 Grant Application SB 2 Planning Grants Application Attachment 1: State and Other Planninq Priorities Certification (Page 3 of 3) Conservation of Existing Affordable Housing Stock Policies, programs or ordinances to conserve stock such as an at -risk preservation ordinance, mobilehome park overlay zone, condominium conversion ordinance and acquisition and rehabilitation of market rate housing programs. Policies, programs and ordinances to protect and support tenants such as rent stabilization, anti -displacement strategies, first right of refusal policies, resources to assist tenant organization and education and `just cause" eviction policies. Other describe how this meets subarea objective Climate Adaptation Building standards, zoning and site planning requirements that address flood and fire safety, climate adaptation and hazard miti ation. Long-term planning that addresses wildfire, land use for disadvantaged communities, and flood and local hazard mitigation. Community engagement that provides information and consultation through a variety of methods such as meetings, workshops, and surveys and that focuses on vulnerable populations (e.g., seniors, people with disabilities, homeless, etc.). Other (describe how this meets subarea objective) State and Other Planning Priorities Certification I certify under penalty of perjury that all of the information contained in this PGP State Planning and Other Planning Priorities certification form (pages 9, 10, and 11 of this application) is true and correct. Jill Arabe Certifying Officials Name: Senior Planner Certifying Official's Title: Certifying Official's Signature: Certification Date: CA-HCD SB 2 PGP Pag§'rbf 115 2019 Year-1 Grant Application SB 2 Planning Grants Application Attachment 2: Application Nexus to Accelerating Housing Production Fill out Attachment 2 Priority Areas AND other activities not designated as such. Applicants answering "Yes" to question 3 in Section C and utilizing ONLY PrioritV Policy Area are automatically deemed to demonstrate a nexus to accelerating housing production, and do not need to complete this form. Pursuant to section Vlll, subsection (4) of the NOFA, applicants shall demonstrate how the application includes a nexus to accelerating housing production. Please complete the following chart by providing information about the current conditions and expected outcomes with respect to the planned activity and housing production. Please attach documentation as necessary and see the NOFA for additional details. Quantify how the activity accelerates production below and use Appendix B to explain the activity and its nexus to accelerating housing production if necessary. Type (Select at least one) *Baseline **Projected ***Difference Notes Timing (e.g., reduced number of processing days) 1 year 6-8 months 4-6 months See Appendix B Development cost (e.g., land, fees, financing, construction costs per unit) Approval certainty and reduction in discretionary review (e.g., prior versus proposed standard and level of discretion Entitlement streamlining (e.g., number of approvals) Feasibility of development 2-4 per year 4-7 per year 75% - 250% See Appendix B Infrastructure capacity (e.g., number of units) Impact on housing supply and affordability (e.g., number of units) * Baseline — Current conditions in the jurisdiction (e.g. 6-month development application review, or existing number of units in a planning area) **Projected — Expected conditions in the jurisdiction because of the planning grant actions (e.g. 2-month development application review) ***Difference — Potential change resulting from the planning grant actions (e.g., 4-month acceleration in permitting, creating a more expedient development process) CA-HCD SB 2 PGP Pag§Pf 116 2019 Year-1 Grant Application SB 2 Planning Grants Application Attachment 3: Sample Resolution RESOLUTION NO. 2019-XX A RESOLUTION OF THE [CITY COUNCIL/COUNTY BOARD OF SUPERVISORS] OF _[CITY, COUNTY NAME]_ AUTHORIZING APPLICATION FOR, AND RECEIPT OF, SB 2 PLANNING GRANTS PROGRAM FUNDS WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated March 28, 2019, for its Planning Grants Program (PGP); and WHEREAS, the [City Council/County Board of Supervisors] of (City/County) desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program; and WHEREAS, the Department is authorized to provide up to $123 million under the SB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)) related to the PGP Program. NOW, THEREFORE, THE [CITY COUNCIUCOUNTY BOARD OF SUPERVISORS] OF RESOLVES AS FOLLOWS: SECTION 1. The [City Council/County Board of Supervisors] is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application released March 28, 2019 in the amount of SECTION 2. In connection with the PGP grant, if the application is approved by the Department, the [insert designee title, e.g. City Manager, Executive Office, etc ] is authorized to enter into, execute, and deliver a State of California Agreement (Standard Agreement) for the amount of $ , and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant, the [City/County's] obligations related thereto, and all amendments thereto (collectively, the "PGP Grant Documents"). SECTION 3. The [City/County] shall be subject to the terms and conditions as specified in the Standard Agreement, the SB 2 Planning Grants Program Guidelines, and any applicable PGP guidelines published by the Department. Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application will be enforceable through the executed Standard Agreement. The [City Council/County Board of Supervisors] hereby agrees to use the funds for eligible uses in the manner presented in the application as approved by the Department and in accordance with the Planning Grants NOFA, the Planning Grants Program Guidelines, and 2019 Planning Grants Program Application. SECTION 4. The [insert the title of City Council/County Board of Supervisors Executive or designee] is authorized to execute the [City/County] of Planning Grants Program application, the PGP Grant Documents, and any amendments thereto, on behalf of the [City/County] as required by the Department for receipt of the PGP Grant. ADOPTED 2019, by the [City/County] Board of Supervisors of the County of by the followinq vote: AYES- NOES- ABSENT- ABSTAIN- ATTEST- APPROVED AS TO FORM: County Clerk County Attorney County Executive CA-HCD SB 2 PGP Pa5§§ 117 2019 Year-1 Grant Application SB 2 Planning Grants Application Appendix A 1A. Enhance Permit System and E-Review: The City is looking to upgrade its current in-house land management system. Although the total cost is estimated to be approximately $3.3 million, the City proposes to use a portion of the SB 2 funds ($200,000) to pay for the permitting system used by Planning & Building, which involves the online web portal and e-reviews. The proposed schedule for completing the permit system and spending funds is in Appendix Al. 1 D. Modernize and Upgrade Computers/Permit Processing: The proposed schedule for modernizing computers to expedite processing is in Appendix Al. The first four phases involve digital archiving of plans, permits, and files and making the files available online or for public view. The digital files will be indexed and searchable. The last two phases involve physical improvements such as upgrading staff computers for e-review capabilities and setting up computer stations for public use. Optional tasks, should funding become available, include upgrades to the counter QMatic system, digital archiving of planning entitlements and records, and pre -approval plans for other residential building types. CA-HCD SB 2 PGP Pas§oaf 11v 2019 Year-1 Grant Application SB 2 Planning Grants Application Appendix B Use this page to explain the nexus to accelerating housing production or for project description. 3. Zoning Code Update: Timing (e.g., reduced number of processing days): A majority of the development projects in the City experience a two-phase process. The first phase involves Development Project Plan Review (aka Site Plan Review) and the second phase involves discretionary action. Not all projects require discretionary action, but over half of the projects in the past few years have incorporated variances, zone changes, and/or general plan amendments. It is rare that a development project does not involve discretionary action. The first phase averages approximately one year to process through the development agencies' review. The timing is due to requirements imposed "upfront" that most jurisdictions do not require until after entitlement approvals. Other jurisdictions typically recommend "big picture" changes and conditions of approval on the concept entitlement plans and apply typical code requirements during the building plan check process. The second phase averages 3-5 months for hearing and adoption. Updates to the zoning code would help improve processing time by allowing concurrent processing of the development project with entitlements, addressing outdated provisions, cleaning up text conflicts and confusion, creating consistency with other codes (Fire, Building, Public Works), and providing flexibility with administrative waivers, defined use classifications, and objective design standards. Feasibility of development: This metric is related to the number of projects completed (i.e., constructed/finaled). It can be measured through consideration of processing time, costs, and discretionary approval certainty. Although the City receives several development projects submitted a year, it typically takes approximately one year or more to get through the review phase before initiating submission of construction drawings. The timing of City review heavily influences when or if projects will ultimately get completed. Based on recently completed projects (i.e., Development Project Plans), approximately 2-4 development projects have finished within the past year or two. (This number includes multifamily housing and not include single family homes, additions, or Accessory Dwelling Units.) The City is anticipating to increase the feasibility of development with code updates, which would then reduce processing time and approval certainty. Ideally, the code updates would clearly define the acceptable parameters of the development project and inform the community of its compatibility and benefits. Compliance with design and code provisions would ensure approval certainty. CA-HCD SB 2 PGP Pa5T3bf 119 2019 Year-1 Grant Application EXHIBIT 3 STATE OF CALIFORNIA -BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY Gavin Newsom, Governor DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF FINANCIAL ASSISTANCE 2020 W. El Camino Avenue, Suite 500 Sacramento, CA 95833 a (916) 263-2771 1 FAX (916) 263-2763 www.hcd.ca.gov March 28, 2019 MEMORANDUM FOR: All Potential Applicants FROM: Zachary Olmstead, Deputy Director Division of Housing Policy Development SUBJECT: NOTICE OF FUNDING AVAILABILITY - SB 2 PLANNING GRANTS PROGRAM The Department of Housing and Community Development (Department) is pleased to announce the release of this Notice of Funding Availability (NOFA) for approximately $123 million under the Senate Bill 2 (SB 2, 2017) Planning Grants Program (PGP). SB 2 established a permanent source of funding intended to increase the affordable housing stock in California. The legislation directs the Department to use 50 percent of the first year's revenue to establish a program that provides financial and technical assistance to local governments to update planning documents and land -use ordinances. The PGP is intended for the preparation, adoption, and implementation of plans that streamline housing approvals and accelerate housing production. In order to be eligible for grant funding, an applicant must submit a complete, signed original application and an electronic copy on CD or USB flash drive. OTC applications will be accepted for an eight -month period ending on November 30, 2019. The Department will only accept applications through a postal carrier service that provides date stamp verification confirming delivery to the Department's office, such as the U.S. Postal Service, UPS, Fed Ex, or other carrier services. No facsimiles, late applications, incomplete applications, application revisions, electronic submittals, or walk-in application packages will be accepted. All applications must be submitted to the Department at the following address: Department of Housing and Community Development Division of Housing Policy Development 2020 West El Camino Ave, Suite 500 Sacramento, CA 95833 PGP applications and forms are available on the Department's website. Please refer to the Planning Grants Program Guidelines for detailed information on eligible activities, applicants, and awards. If you have questions regarding this NOFA, please email the Department at sb2planninggrant(c)hcd.ca.gov. Attachment 55B-20 PLANNING GRANTS PROGRAM (SB 29 2017) 2019 NOTICE OF FUNDING AVAILABILITY State of California Governor Gavin Newsom Alexis Podesta, Secretary Business, Consumer Services and Housing Agency Ben Metcalf, Director Department of Housing and Community Development Zachary Olmstead, Deputy Director Department of Housing and Community Development Division of Housing Policy Development 2020 West El Camino Avenue, Suite 500 Sacramento, CA 95833 Telephone: (916) 263-2771 Website: htto://www.hcd.ca.aov/arants-fundina/active-fundina/olannina-arants.shtml Email: sb2Planninggrant(c-)hcd.ca.gov 1�l Fl is if►�'1 �►�iy �7 55B-21 Table of Contents I. Introduction.............................................................................................................1 II. Program Summary..................................................................................................1 III. Program Timeline...................................................................................................2 IV. Funding Available...................................................................................................2 V. Eligible Applicants...................................................................................................3 VI. Eligible Activities.....................................................................................................3 VII. Eligible Uses...........................................................................................................4 VIII. Threshold Requirements.........................................................................................5 IX. NOFA Application Workshops................................................................................7 X. Application Submission Requirements....................................................................7 XI. Application Review Process....................................................................................7 XII. Applicant Notification..............................................................................................8 XIII. Award Letter and Standard Agreement...................................................................8 XIV. Appeals...................................................................................................................8 XV. Right to Modify or Suspend.....................................................................................9 55B-22 2019 NOTICE OF FUNDING AVAILABILITY SB 2 PLANNING GRANTS PROGRAM Introduction The Department is releasing this Notice of Funding Availability (NOFA) for approximately $123 million to make funding available to all local governments in California under the Senate Bill 2 (SB 2) Planning Grants Program (PGP). The PGP program is intended for the preparation, adoption, and implementation of plans that streamline housing approvals and accelerate housing production. The PGP is authorized by Health and Safety Code sections 50470 et seq. (Chapter 364, Statutes of 2017, (SB 2)). Funding is subject to the December 2018 Planning Grants Program Guidelines (hereinafter referred to as the "Guidelines"), which includes detailed information on eligibility requirements, conditions, and procedures for awarding funds. II. Program Summary SB 2 (2017) is part of a 15 bill housing package aimed at addressing the state's housing shortage and high housing costs. Specifically, SB 2 established a permanent source of revenue intended to increase the affordable housing stock in California. PGP grants are funded through 50 percent of the revenues collected during the first calendar year (January through December, 2018). The PGP program is a one-time component of SB 2 that, among other provisions, provides financial and technical assistance to local governments to update planning documents in order to: • Accelerate housing production; • Streamline the approval of housing development affordable to owner and renter households at all income levels; • Facilitate housing affordability, particularly for all income groups; • Promote development consistent with the State Planning Priorities; and • Ensure geographic equity in the distribution and expenditure of allocated funds The Department, in conjunction with the Governor's Office of Planning and Research, will provide technical assistance to localities pursuant to the provisions set forth in Article VI I, Section 700(a) through (e) of the Guidelines. For further information, contact the Department at sb2planninggrant(c-hcd.ca.gov for details regarding local technical assistance. Please refer to the Guidelines for other administrative provisions not summarized in this NOFA. CA HCD Notice of Funding Availability 55B-23 SB 2 Planning Grants NOFA Year-1 III. Program Timeline Pursuant to Section 500(a) of the Guidelines, funds will be initially available to eligible applicants on a noncompetitive, over-the-counter (OTC) basis. Applications will be accepted over an eight -month period, commencing from the date of the release of this NOFA (Section 500(b) of the Guidelines). See Table 1 below for the projected timeline for awards for the initial OTC period. Table 1: Projected Timeline for Awards for OTC Applications Event Date(s) NOFA release March 28, 2019 NOFA-Application Workshops/ Webinar Period Aril 1 - May 1 2019 Final due date for OTC applications November 30, 2019 Supplemental round TBD Anticipated end of rant term June 30 2022 The Department anticipates awards in 2-3 month intervals, depending on the volume of applications, and reserves the right to make adjustments to the projected timeline at any time. If OTC funds are not fully awarded at the end of the eight -month period, the Department may extend the final OTC application due date or consider a supplemental funding round (Section 500(g) of the Guidelines). During any supplemental round, top priority will be given to localities that have not submitted a previous request for funding. All other applicants may be subject to competitive scoring criteria during any supplemental round (Section 500(g)(2) of the Guidelines). IV. Funding Available The Department determined maximum award amounts for large, medium, and small localities, based on population estimates from the Department of Finance (DOF). Table 2 below shows the minimum and maximum awards available pursuant to Article IV, Section 400 of the Guidelines. Applicants can view maximum award amounts for all jurisdictions here. Table 2: Minimum and Maximum Award Amounts Large Localities — Medium Localities — Small Localities — AII Localities Defined as Defined as 60,000 to Defined as >_ 200,000 people 200,000 people < 60,000 people Minimum award Maximum award Maximum award Maximum award amount: amount: amount: amount: $25,000 $625,000 $310,000 $160,000 For a link to the 2018 DOF Population Estimates, E-5, see: http://www. dof. ca. oov/Forecasting/Demooraphics/Estimates/E-5/ Applicants seeking partnerships with other local governments will be additive. For example, two large localities could submit a proposal for up to $1.25 million; three small localities up to $480,000, etc. Note: All applicants, including those who are forming partnerships, must submit separate, complete and signed application packages, pursuant to section X of this NOFA, to the Department in order to be awarded funds. CA HCD Notice of Funding Availability 559-24 SB 2 Planning Grants NOFA Year-1 V. Eligible Applicants Pursuant to Article II, Section 200 of the Guidelines, eligible applicants are limited to local governments, i.e., cities and counties. However, local governments may partner through legally binding agreements with other forms of governments or entities where the proposal will have a direct effect on land -use or development within the locality. This includes, but is not limited to, partnerships with other localities, regional governments, housing authorities, school districts, special districts, community based organizations, or any duly constituted governing body of an Indian Reservation or Rancheria. Multi -jurisdictional partnerships between local governments are encouraged in order to coordinate with regional governments, leverage regional and state investment, promote consistency with the sustainable communities strategy, and affirmatively further fair housing. Note: All localities must pass the Threshold Criteria as stated in section VIII of this NOFA. To ensure compliance with section VIII, all applicants, including those who are forming partnerships, must submit separate, complete and signed application packages, including resolutions, to the Department in order to be awarded funds. VI. Eligible Activities Applicants proposing Priority Policy Areas, as defined in section VIII of this NOFA, are automatically deemed to accelerate housing production without any documentation or demonstration to the Department. Pursuant to Article III, Section 300 of the Guidelines, a variety of planning documents, planning activities and strategies, are considered eligible activities and must demonstrate a nexus to accelerating housing production, which may include: (1) Updates to general plans, community plans, specific plans, local planning related to implementation of sustainable communities strategies, or local coastal plans; (2) Updates to zoning ordinances; (3) Environmental analyses that eliminate the need for project -specific review; (4) Local process improvements that improve and expedite local planning; (5) A smaller geography with a significant impact on housing production including an overlay district, project level specific plan, or development standards modifications proposed for significant areas of a locality, such as corridors, downtown or priority growth areas; (6) The creation or enhancement of a housing sustainability district pursuant to AB 73 (Chapter 371, Statutes of 2017); (7) Workforce housing opportunity zone pursuant to SIB 540 (Chapter 369, Statutes of 2017); CA HCD Notice of Funding Availability 559-25 SB 2 Planning Grants NOFA Year-1 (8) Zoning for by -right supportive housing, pursuant to Government Code section 65651 (Chapter 753, Statutes of 2018); (9) Zoning incentives for housing for persons with special needs, including persons with developmental disabilities; (10) Rezoning to meet requirements pursuant to Government Code Section 65583.2(c) and other rezoning efforts to facilitate supply and affordability; (11) Rezoning for multifamily housing in high resource areas (according to Tax Credit Allocation Committee/Housing Community Development Opportunity Area Maps); (12) Pre -approved architectural and site plans; (13) Regional housing trust fund plans; (14) SIB 2 funding plans; (15) Infrastructure financing plans; (16) Environmental hazard assessments; data collection on permit tracking; feasibility studies, site analysis, or other background studies that are ancillary and part of a proposed activity with a nexus to accelerating housing production; and (17) Other planning activities demonstrating a nexus to accelerating housing production. Eligible activities may be part of a larger planning effort (e.g., a comprehensive zoning code update) if proposed activities have not been completed prior to the NOFA date, are distinct, and demonstrate a nexus to accelerating housing production. As part of the PGP program, HCD, in coordination with the Governor's Office of Planning and Research (OPR), will work with a team led by Placeworks to provide technical assistance (TA) to applicants throughout the application period. The TA team will work closely with regions, sub -regions, and counties to help jurisdictions identify activities and provide tools that will accelerate housing production. For further information, contact the Department at sb2plan ninggrantCQhcd.ca. gov for details regarding local technical assistance. VII. Eligible Uses Pursuant to Article III, Section 302 of the Guidelines, grant funds shall be used for the costs of preparing and adopting the proposed activity. Subcontracting is allowable under conditions set forth in Section 302(c) of the Guidelines. Pursuant to Section 302(b) of the Guidelines, grant funds may not be used for administrative costs of persons employed by the grantee for activities not directly related to the proposed activity. No more than 5 percent of the grant amount may be used for administrative costs for any proposed use, to be approved by the Department upon disbursement. Only approved and eligible costs incurred for work after the NOFA date, continued past the date of the Standard Agreement, and completed during the grant term, will be reimbursable. Approved and eligible costs incurred prior to the NOFA date are ineligible CA HCD Notice of Funding Availability 559-26 SB 2 Planning Grants NOFA Year-1 (Section 601(c) of the Guidelines). Refer to Section 301 of the Guidelines for a list of all ineligible activities. Vill. Threshold Requirements In accordance with Article II, Section 201 of the Guidelines, all applicants must meet the following threshold requirements: (1) Housing element compliance: The applicant must have a housing element that has been adopted by the jurisdiction's governing body by the date the applicant submits the application package, and is subsequently determined to be in substantial compliance with state housing element law pursuant to Gov. Code Section 65585 by the time of award. A jurisdiction's current housing element compliance status can be obtained by referencing the Department's website at http://www.hcd.ca.gov/community-development/housing-element/index.shtml or emailing the Department at sb2plan ninggrantCa-)hcd.ca.gov. For more information on housing element requirements, please contact Paul McDougall at paul.mcdougallahcd.ca.gov. Pursuant to Section 201(a)(2) of the Guidelines, applicants not meeting housing element requirements may be considered to meet this threshold requirement at the discretion of the Department on a case by case basis by applying factors such as significant progress in meeting housing element requirements (e.g., a draft found tc meet statute, rezoning near completion), proposing activities to meet housing element requirements (e.g., rezoning to accommodate housing needs pursuant to Gov. Code Section 65583(c)(1)) and adoption of a compliant element prior to the award of funds. (2) Annual Progress Report (APR) on the housing element: The applicant must submit the APR to the Department, as required by Gov. Code section 65400, for the current or prior year by the date the applicant submits the application package. (3) Nexus to accelerating housing production: The applicant must propose and document plans or processes that accelerate housing production. The application must demonstrate a significant positive effect on accelerating housing production through timing, cost, approval certainty, entitlement streamlining, feasibility, infrastructure capacity, or impact on housing supply and affordability. An application not utilizing Priority Policy Areas must include an explanation and documentation of the nexus plans or processes impact on accelerating housing production based on a reasonable and verifiable methodology and must utilize the Department's form (see Attachment 2 in the Application). A verifiable methodology may include a statement of support from a non-profit or for -profit developer that is active in the locality. Applicants proposing Priority Policy Areas do not require a nexus demonstration and are automatically deemed to accelerate housing production without any documentation. Pursuant to Section 102(q) of the Guidelines, Priority Policy Areas means any of the following: CA HCD Notice of Funding Availability 559-27 SB 2 Planning Grants NOFA Year-1 (a) Rezone to Permit By -right: Rezoning for significant additional housing capacity without, or lesser, discretionary review, or establishing zoning to permit residential development by -right, particularly multifamily, without discretionary action pursuant to Government Code Section 65583.2(h) and (i). (b) Objective Design and Development Standards: Developing objective design standards or pre -approved site and architectural plans that facilitate non -discretionary permitting. (c) Specific Plans or Form based Codes Coupled with CEQA Streamlining: Designating and rezoning for additional housing capacity or preparing specific plans or form codes that include zoning and development standards and plan - level environmental analysis that can be used to streamline future housing projects and facilitate affordability. (d) Accessory Dwelling Units (ADU) or Other Low -Cost Building Strategies: Encouraging ADUs and other low-cost building types through actions above state law such as, outreach, fee waivers, pre -approved plans, website zoning clearance assistance, and other homeowner tools or finance tools. Also, establishing other approaches to intensify existing lower density residential areas and "missing model' typologies to encourage significantly more residential development (e.g., duplexes, triplexes) in lower density residential areas. (e) Expedited Processing: Speeding up approvals and permit processing, including instituting programs that streamline or consolidate the review process or create a separate process for expedited review of housing projects. (f) Housing Related Infrastructure Financing and Fee Reduction Strategies: Develop and implement approaches to local, regional or sub -regional housing related infrastructure financing. Create plans and programs to finance and increase infrastructure with accompanying enhanced housing capacity, such as enhanced infrastructure financing districts. Fee reduction and rationalization approaches, such as reassessing fees to adhere to best practices in reducing costs, deferrals, sliding scales or proportionate impacts fees (e.g., ADUs, transit oriented, and infill development, special needs housing), or fee transparency measures including publically available fee calculators. Note: HCD will be rolling out best practice toolkits and technical assistance in these topic areas over the course of 2019. Note: If the applicant is proposing only Priority Policy Areas ((PPA), as defined in section VIII, subsection (3) of the NOFA), do not fill out Attachment 2. However, if the applicant is proposing to fund PPAs AND other activities that are not considered PPAs, the application must demonstrate how these other activities have a nexus to accelerating housing production by filling out Attachment 2 of the application. (4) State Planning and Other Planning Priorities: Applicants must demonstrate that the locality is consistent with State Planning or Other Planning Priorities. CA HCD Notice of Funding Availability 559-28 SB 2 Planning Grants NOFA Year-1 Consistency may be demonstrated through activities (not necessarily proposed for SB 2 funding) that were completed within the last five years. Applicants must self - certify utilizing the Department's form (see Attachment 1 in the Application). IX. NOFA Application Workshops The Department will hold workshops and a webinar to review the PGP NOFA and application, and will be conducting technical assistance to aid applicants throughout the OTC period. For a list of dates, times, and locations for the workshops as well as information on technical assistance, please visit the Department's SB 2 Planning Grants webpage, or register here. X. Application Submission Requirements In order to be eligible for grant funding, an applicant must submit a complete, signed original application and an electronic copy on CD or USB flash drive. Applications will be accepted on an OTC basis for an eight -month period anticipated to end November 30, 2019. Note: All localities must pass the threshold criteria as stated in section VIII of this NOFA. To ensure compliance with section VIII, all applicants, including those who are forming or have formed partnerships, must submit separate, complete and signed application packages, including resolutions, to the Department in order to be awarded funds. The Department will only accept applications through a postal carrier service that provides date stamp verification confirming delivery to the Department's office, such as the U.S. Postal Service, UPS, Fed Ex, or other carrier services. No facsimiles, late applications, incomplete applications, application revisions, electronically submitted, or walk-in application packages will be accepted. All applications must be submitted to the Department at the following address: Department of Housing and Community Development Division of Housing Policy Development / Land Use Planning Unit 2020 West El Camino Ave, Suite 500 Sacramento, CA 95833 Applications must be on Department forms and cannot be altered or modified by the applicant. Program applications and forms are available on the Department's website located at http://www.hcd.ca.gov/grants-funding/active-funding/planning- grants.shtml#forms. XI. Application Review Process Each application will first be reviewed for completeness, threshold eligibility requirements, and accuracy. In order to be considered complete, an application must contain all requested information and supporting documentation. All applications must also meet the eligibility and threshold requirements as specified in this NOFA and the CA HCD Notice of Funding Availability 556-29 SB 2 Planning Grants NOFA Year-1 Guidelines. If the application is ineligible, it will not be considered for funding. Applicants may resubmit their applications prior to the November 30, 2019 deadline. All applicants not meeting the eligibility and threshold requirements will be informed within 60 days from the date the Department receives the application. XII. Applicant Notification Applicants will be notified within 60 days of the Department's receipt of their application regarding the status of their application and/or if any additional information is required (Section 500(e)) of the Guidelines). Applicants will receive an official letter of award after the Department approves funding recommendations (Section 500(f) of the Guidelines). XIII. Award Letter and Standard Agreement Successful applicants will receive an Award Letter from the Department and will be awarded funds through the Standard Agreement process that will specify, among other things, the amount of funds granted, timeline for expenditure of funds, and the approved use of funds. Expenditure report dates and other requirements will also be identified in the SB 2 Planning Grants Program Standard Agreement. XIV. Appeals (1) Basis of Appeals: (a) Upon receipt of the Department's notice deeming an application incomplete or ineligible, applicants under this NOFA may appeal such decision(s) to the Director pursuant to this Section. (b) No applicant shall have the right to appeal a decision of the Department relating to another applicant's eligibility, point score, award, denial of award, or any other related matter. (2) Appeals Process and Deadlines: (a) Process. In order to lodge an appeal, applicants must submit to the Director by the deadline set forth in subsection (b) below, a written appeal which states all relevant facts, arguments, and evidence upon which the appeal is based. No new or additional information will be accepted. Once the written appeal is submitted to the Director, no further information or materials will be accepted or considered thereafter. Appeals are to be submitted to the Director at following address: Department of Housing and Community Development Division of Housing Policy Development 2020 W. El Camino Avenue, Suite 500 Sacramento. California 95833 sb2plan ninggrant(c)hcd.ca.gov The Director will accept appeals delivered through a carrier service such as CA HCD Notice of Funding Availability 559-30 SB 2 Planning Grants NOFA Year-1 the U.S. Postal Service, UPS, Fed Ex, or other carrier services that provide date stamp verification of delivery. Deliveries must be received during the Department's weekday (non -state holiday) business hours of 9:00 a.m. to 5:00 p.m. Pacific Standard Time. Additionally, emails to the email address listed above will be accepted if the email time stamp is prior to the appeal deadline. (b) Filing Deadline. Appeals must be received by the Director no later than (5) five business days from the date of the Department's determination. (3) Decision: Any request to amend the Department's decision shall be reviewed for compliance with the December 2018 Guidelines and the March 29, 2019 NOFA. The Director shall render his/her decision in writing within fifteen (15) business days of receipt of the applicant's written appeal. The decision of the Director shall be the Department's final decision, and shall not be appealable to any court or tribunal. (4) Effectiveness: In the event that the statute and/or guidelines governing the PGP program contain an existing process for appealing decisions of the Department with respect to NOFA awards made under such programs, this Section shall be inapplicable and all appeals shall be governed by such existing authority. XV. Right to Modify or Suspend The Department reserves the right, at is sole discretion, to suspend, amend, or modify the provisions of this NOFA at any time, including, without limitation, the amount of funds available hereunder. If such an action occurs, the Department will notify all interested parties and will post the revisions to the Department's website. You may subscribe to the Department's email list here: http://www.hcd.ca.gov/HCD SSI/subscribe-form.html. CA HCD Notice of Funding Availability 559-31 SB 2 Planning Grants NOFA Year-1 55B-32 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: CALL FOR REVIEW AND APPEAL REQUEST BY COUNCILMEMBER PENALOZA OF THE PLANNING COMMISSION DETERMINATION REGARDING CONDITIONAL USE PERMIT NO. 2019-10 AND CONDITIONAL USE PERMIT NO. 2019-11 {STRATEGIC PLAN NO. 3,31 Isl Kristine Ri CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER The City Council after discussing the matter has the following options: 1. If the council is dissatisfied with the action of the Planning Commission or is of the opinion that the matter is of such magnitude as to be of special interest to the people of the City, it may, by majority vote, set a public hearing to consider modification of the Planning Commission action regarding this matter. The meeting would be held at a regular or adjourned meeting with public notification made by the Planning Department as was required for the initial hearing; or 2. Take no further action, in which case the Planning Commission approval stands. BACKGROUND On October 14, 2019, the Planning Commission held a public hearing on Conditional Use Permit (CUP) No. 2019-10 for the Mariscos Hector Restaurant located at 1801 South Main Street, Unit E. Specifically, the Commission reviewed the applicant's request to upgrade their ABC license from a Type 41 license (on -premise beer and wine) to a Type 47 (on -premise beer, wine and distilled spirits) license, to expand the existing restaurant into an adjacent suite, and to remain open after hour from 2:00 pm to 2:00 am. At the conclusion of the hearing, and after receiving public comments and extensive Commission discussion, the Commission, by a 3:1 vote (McLoughlin, Nguyen, Cano, yes; Rivera, no; Leo, absent), approved CUP No. 2019-10. In response to the testimony received at the hearing, the Commission added two new conditions of approval that requires the storefront (windows and doors) be replaced with soundproof materials, and requires a six-month review of the premises to ensure compliance with the conditions of approval. In addition, the Commission also continued the review of CUP No. 2019-11, the request by the applicant for after hour operations, until the six-month review hearing. 60A-1 Call for Review and Appeal of Conditional Use Permit No. 2019-10 and No. 2019-11 November 5, 2019 Page 2 CALL FOR REVIEW At the regular City Council Meeting of October 15, 2019, Councilmember Penaloza made a formal request to place on the agenda for discussion at a regular City Council meeting, a call to initiate the review and appeal of the determination made by the Planning Commission regarding the above applications. The call for review and appeal was made in accordance with the authority and timeframe pursuant to Sections 41-642 and 41-645 of the Santa Ana Municipal Code. Attached for City Council's reference and background are the Planning Commission Staff report and attachments (Exhibit 1), signed resolution (Exhibit 2), and minutes of October 14, 2019 (Exhibit 3). CITY COUNCIL OPTIONS The City Council after discussing the matter has the following options: 1. If the council is dissatisfied with the action of the Planning Commission or is of the opinion that the matter is of such magnitude as to be of special interest to the people of the City it may, by majority vote, set a public hearing to consider modification of the Planning Commission action regarding this matter. The meeting would be held at a regular or adjourned meeting with public notification made by the Planning Department as was required for the initial hearing; or 2. Take no further action, in which case the Planning Commission approval stands. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency VF/vf S:RFCA\11-05-19\Mariscos Hector Exhibits: 1. Planning Commission staff report 2. Signed Resolution 3. Minutes of October 15, 2019 60A-2 EXHIBIT 1 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: OCTOBER 14, 2019 TITLE: PUBLIC HEARING — CONDITIONAL USE PERMIT NO. 2019-10 AND NO. 2019-11 TO ALLOW THE SALE OF DISTILLED SPIRITS FOR ON -PREMISE CONSUMPTION AND TO OPERATE UNTIL 2 AM AT MARISCOS HECTOR #1 LOCATED AT 1801 SOUTH MAIN STREET, UNITS D AND E {STRATEGIC PLAN NO. 3,2) Prepared by Vince Fregoso PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Executive Director Interim Planni Man ger RECOMMENDED ACTION 1. Approving Conditional Use Permit No. 2019-10 as conditioned for a Type 47 Alcoholic Beverage Control (ABC) License to allow the sale of beer, wine and distilled spirits. 2. Continue Conditional Use Permit No. 2019-11 to April 27, 2020 at the request of staff. Executive Summary Mark Gaughan, representing Mariscos Hector#1, is requesting approval of Conditional Use Permit (CUP) No. 2019-10 to upgrade an existing alcoholic beverage control license (ABC) from a Type 41 to a Type 47 license and allow for the sale of distilled spirits in addition to beer and wine currently available for on premise consumption. In addition, the applicant is proposing to expand the existing restaurant and is requesting approval to sell alcoholic beverages within the additional floor area. The existing restaurant is currently selling alcohol under Land Use Certificate No. 1988-15. Modifications to a previously approved land use certificate necessitates the filing of a new application for a conditional use permit. Staff is recommending approval of the applicant's request. Further, the applicant is requesting approval of CUP No. 2019-11 to allow the restaurant to remain open until 2 a.m. on Friday, Saturday and holidays. However, both staff and the applicant are requesting that this item be continued for six months to allow the applicant and staff the ability to continue to meet with the community regarding the proposed extended hours and potential community concerns in an effort to avoid impacts to the surrounding uses. Table 1: Project and Location Information Item Information Project Address 1801 S. Main Street, Units D and E Nearest Intersection Main Street and East Saint Andrew Place General Plan Designation General Commercial (GC) 60A-3 CUP Nos. 2019-10 and 2019-11 October 14, 2019 Page 2 Item Information Zoning Designation South Main Commercial District (C-SM) Surrounding Land Uses North Commercial East Residential South Commercial West Commercial Property Size 20,038 s . ft. Existing Site Development The site is developed with a 6,650 square -foot commercial building. Use Permissions Allowed with a conditional use permit CUP Zoning Code Sections Affected Uses I Section 41-196 & 41-521 SAMC Operational Standards I Section 41-196 SAMC Project Description Mariscos Hector #1 currently occupies an 1,850 square foot tenant space within a 6,650 square foot retail center on South Main Street. The applicant has acquired the rights to a full alcoholic beverage license from ABC and is now requesting approval of a conditional use permit from the City to allow the sale of beer, wine, and distilled spirits for on premise consumption. In conjunction with this request, the applicant is proposing to expand into an adjacent 600 square foot tenant space (Unit D) and sell alcoholic beverages within this new floor area. A conditional use permit is required since the ABC license is being upgraded to allow for the sale of distilled spirits and alcohol will be sold in an expanded area, while Land Use Certificate No. 1988-15 only allowed the sale of beer and wine for on premise consumption within the original restaurant floor area. If approved, the conditional use permit will incorporate and supersede LUC No. 1988-15. In addition, the applicant is requesting approval of a separate CUP to allow the after-hours operation of the restaurant and remain open until 2 a.m. on Friday, Saturday and holidays. Table 2: Operational Standards Standards Required by SAMC Proposed Eating Establishment Type Bona -Fide Bona -Fide Hours of Operation 5:00 am to 12:00 am 8:00 am to 12:00 am Window Display 25% of Window Coverage Complies Live Entertainment Entertainment Permit Applicant in process of obtaining a new permit Alcohol Storage and Display 5% of G.F.A 1.6% of G.F.A Exterior Telephone Prohibited None Parking Required 38 stalls 34 stalls Project Background and Chronology In 1986, a five -unit, 6,650 square foot commercial building was constructed on the site. In 1988, Mariscos Hector replaced the former restaurant within Unit E and began selling beer and wine for on premise consumption as allowed by Land Use Certificate No. 1988-15. The current owner of Mariscos Hector #1 has been operating the South Main Street restaurant since 2005. There are 60A-4 CUP Nos. 2019-10 and 2019-11 October 14, 2019 Page 3 three other Mariscos Hector restaurants in the City that the owner is affiliated with. Two are wholly owned by the applicant, with the applicant having majority control of the third establishment. In 2014, a conditional use permit application was submitted to expand the restaurant and beer and wine sales into the adjacent tenant space (Unit D); however, the applicant elected to withdraw the application prior to scheduling the item for a Planning Commission public hearing. In early 2017, the applicant received authorization from the Department of Alcoholic Beverage Control (ABC) to upgrade from a Type 41 to a Type 47 alcoholic beverage license and allow the sale of distilled spirits in addition to beer and wine. Around the same time, the adjacent 600 square foot space (Unit D) became vacant, with the restaurant leasing the space for future expansion. In response, the applicant submitted a conditional use permit application to the Planning Division. In March 2017, a public hearing was held by the Planning Commission for Conditional Use Permit No. 2017-03. After receiving public testimony on the application, the Commission denied the request to upgrade the license. The denial was based on feedback from the community that included concerns with noise, crime, on -site disturbances, on operational issues occurring at the restaurant. Since the denial, the applicant has secured a new management team and has applied for the ABC license upgrade and to operate until 2 a.m. on Friday, Saturday and holidays. Proiect Analysis Conditional use permit requests are governed by Section 41-638 of the SAMC. Conditional use permits may be granted when it can be shown that the proposed project will not adversely impact the community. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. The purpose of regulating establishments that sell alcoholic beverages is to set forth operating practices and procedures, and to minimize impacts to surrounding areas. In analyzing the applicant's request, staff analyzed several specific elements, including a review of the site to ensure it was in compliance with City operational standards, a review of the amount and type of code enforcement activity occurring on the site, analysis of the type and volume of Police related calls for service to both the restaurant and site, and a review of compliance with State ABC standards. Staff has reviewed the applicant's request to upgrade the alcoholic beverage control license to allow for sale of distilled spirits in addition to beer and wine and has determined that approval of the conditional use permit will not be detrimental to the health, safety, and welfare of the community. As proposed, the restaurant will continue to operate as a sit-down bona -fide eating establishment and is proposing to increase in size to 2,450 square feet by expanding into an adjacent 600 square foot space. The other commercial uses located on the property are a mix of retail and office uses. The subject site is not located within immediate proximity to parks, playgrounds, or schools. The closest school facilities are Edison Elementary and St. Anne School which are over 1,000-feet 60A-5 CUP Nos. 2019-10 and 2019-11 October 14, 2019 Page 4 away and there are two churches within 500-feet of the subject site. There are residential properties to the east that abut the restaurant use. Mariscos Hector #1 is an established restaurant which provides a dining service to the community and visitors of the City. The license upgrade will allow the restaurant to remain competitive with similar establishments and economically viable. In addition, the on -site sale of alcohol to customers is an ancillary service to the primary restaurant use. Currently, the subject site does not conform to the City's off-street parking regulations as the parking requirement for restaurant uses has changed since the structure was constructed. Regardless, since a restaurant has been at this location since the building was constructed, the restaurant may continue as a nonconforming use. And, per Section 41-1309.1 of the SAMC, the 600 square foot expansion area is exempt from complying with the higher restaurant parking standard as this Code section allows tenant spaces less than 2,500 square feet in size (the expanded restaurant will be 2,450 square feet) to continue to be parked at the lower retail rate. Conditions of approval are proposed that will bring the window signage into conformance with the Municipal Code. As part of the application process, the application was reviewed by the Police Department and Code Enforcement Division which have no issues of concern regarding the license upgrade. The restaurant is currently in compliance with all applicable regulations and conditions imposed on an eating establishment selling beer, wine and distilled spirits pursuant to Chapter 41 of the SAMC. Furthermore, the operational standards for on -sale establishments and periodic monitoring will ensure that the use will not deviate from the planned operation reviewed under this application and will mitigate any potential impacts created by such use. Table 3: Police Department Analysis and Criteria for Recommendation Police Department Analysis and Criteria for Recommendation Police Grid No. and Rank Reporting Grids (id percentile) Police Grid No. 188; ranked 5 out of 103 Police Re 4 Threshold for High This reporting district is above the 20 percent threshold established by the State Crime for high crime. Police Department The Police Department contends that the operational standards applicable to on - Recommendation premise ABC licenses will mitigate any potential impacts to the surrounding community and therefore does not oppose the granting of a CUP. For on -sale licenses, the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c) (2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines "reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. The Police Department then . 1 M CUP Nos. 2019-10 and 2019-11 October 14, 2019 Page 5 compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. After reviewing the applicant's proposal, and reviewing the crime statistics for the area for the past year, the Police Department has no concerns and is supportive of the applicants CUP request for a Type 47 ABC license. Planning Commission Follow -Up from April 22, 2019 Meeting On April 22nd, 2019, the Planning Commission held a public hearing on this item. During the hearing, several speakers raised concerns with the existing operation of the restaurant. At the conclusion of the hearing, the Commission continued the item and asked staff to follow-up with the community in an effort to obtain solutions to the issues. On June 24th, 2019, a Community Meeting was held with the Madison Park Board, City staff and representatives from Mariscos Hector. During this meeting, several issues were raised, including concerns that tequila shots were being served in violation of Mariscos Hector's current ABC license, concerns with the operation of the existing restaurant at McFadden and Standard Avenues, loud noise coming from the restaurant, economic incentives for upgrading the ABC license, and a perceived overconcentration of ABC licenses in the area. The applicant responded that hard liquor (tequila) was not being served but an agave wine product, that the applicant for this project (Ms. Sebold) is in the process of obtaining control over the majority of the Mariscos Hector restaurants in an effort to resolve issues at each restaurant, and that the ABC upgrade would ensure the restaurant remains competitive with similar restaurants in the area. At the conclusion of the meeting, the participants agreed to meet again to continue their dialogue. On July 29th, 2019, a follow-up meeting was held that also included interested groups including Santa Ana Healthy Neighborhood Alliance, Wilshire Square and Memorial Park Neighborhood representatives. Further discussion ensued on identifying additional ways to outreach to the community, the creation of a Google Docs tool for residents to report incidents/impacts from the restaurant in -lieu of contacting the Police Department, and the need to transition the restaurant to one that caters to families. The applicant responded that changes such as revised hours of operation and incorporating breakfast items into the menu are being considered by the applicant. Following the July 29th community meeting, the Google Docs tool was intended to be used by interested community members to document restaurant related issues. Google Docs also allowed the applicant and City staff to provide updates to the issues that were noted in the document. In reviewing the document, members of the community raised several concerns directly to staff between July 30th to August 20th. Of these concerns, only three were related to Mariscos Hector, with the other four concerning an adjacent restaurant and possible brothel. The Mariscos Hector complaints included possible after-hours activities being conducted without approval, drug sales occurring on the premises, and an unpermitted expansion. Staff has 60A-7 CUP Nos. 2019-10 and 2019-11 October 14, 2019 Page 6 investigated these items and was not able to find supporting evidence substantiating the allegations. Staff requested Police Department assistance to determine if after-hours operations were occurring on the premises. A Police Department site visit in mid -September at 12:30 a.m. verified that the restaurant was closed per City regulations. Further, an updated records search of Police activity identified two calls for service at this location since the April Planning Commission meeting. One call for service was for disturbing the peace (music related), with the other call a report of a stolen vehicle. Finally, Code Enforcement records have been reviewed to identify any recent activity. There have not been any recent complaints at Mariscos Hector. Staff is sensitive to the concerns of the community and will continue to follow-up on nuisance complaints generated from the premises. Staff is also aware that the applicant has made an effort to address any issues that have arisen from the restaurant. The Police Department has received minimal calls for service from this facility and does not consider this site to be a nuisance location. To address any unforeseen circumstances, staff recommends that a condition be added to require a six-month review of the site to verify compliance with operational standards associated with an ABC license and with the conditions of approval. It is further recommended that the Planning Commission continue the request to operate after-hours for six months, which will provide staff the ability to analyze any impacts from the ABC license upgrade. Table 4, CEQA. Strategic Plan Alignment, and Public Notification & Community Outreach CEQA, Strategic Plan Alignment, and Public Notification & Community Outreach CEQA CEQA Type General Rule Section 15061 b 3 Reason(s) This exemption applies to projects where it can be seen with certainty that there is Exempt or Analysis no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the operation of a Type 47 alcoholic beverage control license to sell beer, wine, and distilled spirits at an existing bona -fide restaurant and to allow the restaurant to expand into an adjacent 600 square foot vacant space. The City has determined that the use will not create any adverse impacts such as noise, traffic, or safety concerns. Strategic Plan Alignment Goal(s) and Approval of this item supports the City's efforts to meet Goal No.3 (Economic Policy(s) Development) Objective No. 2 of creating new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies. Public Notification & Community Outreach Required Measures A public notice was posted on the project site on October 3, 2019. Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on October 3, 2019. Newspaper posting was published in the OC Reporter on October 4, 2019. Additional The presidents of the Madison and Memorial Park Neighborhood Association Measures were contacted regarding this application. Concerns were raised regarding noise, adverse impacts the compatibility of the restaurant with the adjacent community. .1 m CUP Nos. 2019-10 and 2019-11 October 14, 2019 Page 7 Economic Development Benefits The project will generate additional sales tax revenue, increase the number of permanent jobs and will provide additional dining options for the community. In addition, the expansion of the restaurant into an adjacent and vacant tenant space will require that permit and inspection fees be paid to the City. It is estimated that a slight increase in sales volume will occur from the enlarged restaurant with additional seating areas and from the sales of distilled spirits. Conclusion Based on the analysis provided within this report, staff has determined that the proposed project is in compliance with the City's operational standards for uses with alcoholic beverages. Further, the project site has no open code enforcement violations and is compliant with State ABC regulations. The Police Department has analyzed crime statistics for the site for the past year and did not identify any issues with the restaurant. Finally, staff and the applicant have met with the community on two occasions to understand and address their concerns. As a result, staff recommends that the Planning Commission approve Conditional Use Permit No. 2019-10 as conditioned to allow an upgrade to a Type 47 ABC license. Further, staff recommends that the Planning Commission continue Conditional Use Permit No. 2019-11 until April 27, 2020 to allow staff and the applicant the ability to continue dialogue with the adjacent neighborhoods. Vince Fregoso, AJOP Interim Plannin e7oger VF:sb S/Planning CommissioNl0-14-19/CUP 2019-10 & 11 Attachments: Exhibit 1 — Resolution Exhibit 2 — Vicinity Map Exhibit 3 — Site Plan Exhibit 4 — Floor Plan 60A-9 This page left blank intentionally. 60A-10 EXHIBIT 1 60A-11 This page left blank intentionally. 60A-12 LS 10.14.19 RESOLUTION NO. 2019-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2019-10 AS CONDITIONED TO ALLOW THE SALE OF DISTILLED SPIRITS FOR ON -PREMISES CONSUMPTION AT MARISCOS HECTOR #1 RESTAURANT LOCATED AT 1801 SOUTH MAIN STREET, UNITS D AND E 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. Mark Gaughan ("Applicant'), representing Mariscos Hector#1, is requesting approval of Conditional Use Permit No. 2019-10 to allow the sale of distilled spirits in addition to the currently allowed beer and wine sales for on premises consumption for the property located at 1801 South Main Street, Unit E. Applicant is proposing to expand into an adjacent tenant space, Unit D, and is requesting approval to sell alcoholic beverages within the additional floor area. B. In 1988, Land Use Certificate No. 1988-15 was transferred from Senor Pollo to Mariscos Hector restaurant to allow for the sale of beer and wine for on -premises consumption. C. Santa Ana Municipal Code Section 41-196 requires approval of a conditional use permit for establishments selling alcoholic beverages for on- or off -premise consumption. D. On April 22, 2019, the Planning Commission held a duly noticed public hearing for Conditional Use Permit No. 2019-10. At the conclusion of this hearing, the Commission continued the item to allow staff, the Applicant, and the interested neighborhood groups the ability to address potential impacts from the restaurant. E. On October 14, 2019, the Planning Commission held a duly noticed public hearing for Conditional Use Permit No. 2019-10. F. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code ("SAMC°) Section 41-638, have been established for Conditional Use Permit No. 2019-10 to allow the sale of distilled spirits for on -premises consumption at Mariscos Hector #1 at 1801 South Main Street, Units D and E: Resolution No. 2019-xx 60A-1 3 Page 1 of That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. The proposed sale of alcoholic beverages for on -premises consumption at this location will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase alcohol with their meal. This will thereby benefit the community by providing a restaurant with an additional and complementary food related amenity. Operational standards applicable to the alcoholic beverage control license will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. 2. That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The proposed sale of alcoholic beverages for on -premises consumption at this location will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity because the operational standards applicable to the alcoholic beverage control license will address any potential negative or adverse impacts created by the use. Mariscos Hector #1 is a bona -fide restaurant and the addition of alcohol will be ancillary to the main use. All of the operational standards identified in SAMC Sec. 41-196 will apply to this establishment. Finally, the sale of alcohol in the restaurant will be incidental to the primary use as a bona fide eating establishment and will occur within the premises. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants that offer a full selection of alcoholic beverages for sale to their customers. Moreover, the offering of alcoholic beverages will allow Mariscos Hector #1 to remain economically viable and competitive with nearby full -service restaurants in the local vicinity and contribute to the overall success of the City of Santa Ana, attracting visitors and residents to the area. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. Resolution No. 2019-xx 60A-1 4 Page 2 of 7 The proposed conditional use permit will be in compliance with all applicable regulations and operational standards imposed on a restaurant selling alcoholic beverages for on - premises consumption pursuant to Chapter 41 of the SAMC. The facility will be maintained as a full -service, bona -fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods. Additionally, the restaurant will utilize less than five (5%) percent of the gross floor area for display and storage of alcoholic beverages, which is the maximum threshold established by the Santa Ana Municipal Code. Operational standards will ensure the project remains in compliance with all applicable codes and regulations related to alcohol sales to ensure that the use does not impact neighboring properties or create an attractive nuisance. 5. That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. The proposed sale of alcoholic beverages for on -premises consumption at this location will not adversely affect the General Plan or any specific plan. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a variety of full -service restaurants that provide alcoholic beverages as part of their menu offers additional dining options for Santa Ana residents and visitors. Policy 2.9 supports developments that create a business environment that is safe and attractive. The property maintenance condition of approval will maintain a safe and attractive environment in the community. Further, operational standards for the proposed ABC license will maintain a safe and attractive environment in the neighborhood. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. Mariscos Hector #1 is located within a commercial shopping center and its operation is compatible with the surrounding commercial businesses. Section 2. In accordance with the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the recommended action is exempt from CEQA per Section 15061(b) (3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on -premises sale of alcoholic beverages at a full -service restaurant and minor interior tenant improvements. There is no Resolution No. 2019-xx 60A-1 5 Page 3 of 7 reasonable possibility that the project will have a significant effect on the environment due to the facility having the necessary infrastructure to operate the proposed use and no new expansion of the existing building is proposed. Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2019-10 as conditioned in Exhibit A, attached hereto and incorporated herein, for the alcoholic beverage control license for the sale of alcohol for on -premises consumption for the project located at 1801 South Main Street, Units D and E. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated October 14, 2019, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 14th day of October, 2019. AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Resolution No. 2019-xx 60A-1 6 Page 4 of 7 Mark McLoughlin Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2019-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on October 14, 2019. Date: Commission Secretary City of Santa Ana Resolution No. 2019-xx 60A-1 7 Page 5 of 7 EXHIBIT A Conditions of Approval for Conditional Use Permit No. 2019-10 Conditional Use Permit No. 2019-10 for on -premises consumption of alcoholic beverages is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code (SAMC), the California Building Standards Code and all other applicable regulations. The Applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The Applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. The sales, service, and consumption of alcoholic beverages shall be permitted in accordance with the operational standards for on -sale establishments pursuant to Section 41-196(g) of the SAMC and in accordance with the provisions of a Type-47 alcohol license by the State Alcohol Beverage Control Board (ABC). 2. Prior to release of the ABC license, the window tinting shall be removed to be in compliance with the Municipal Code. 3. Prior to release of the ABC license, a new entertainment permit shall be applied for and be approved. 4. If off -site parking is proposed, the lot shall comply with the City's Building Security Ordinance (i.e. parking lot lighting). 5. Prior to release of the ABC license, a Property Maintenance Agreement must be recorded against the property. The agreement will be subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Applicant (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a maintenance agreement with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: (a) Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); Resolution No. 2019-xx 60A-18 Page 6 of 7 (b) Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, (c) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; (d) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); (e) If Applicant and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms. (f) The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties, obligations and responsibilities set forth under the maintenance agreement. (g) The maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. Resolution No. 2019-xx 60A-1 9 Page 7 of 7 This page left blank intentionally. 60A-20 EXHIBIT 2 60A-21 This page left blank intentionally. 60A-22 4/10/2019 Conditional Use Permit Nos. 2019-10 and 2019-11„ Mariscos Hector #1 1801 South Main Street Units D and E ri Aria R2, R1 R1 S CSM T GSlvl R1 R R1 k ei ITT 'S I7`�1;1 E R7 � R1 oil I Rl4a Santa Ana Boundary LSfvl R- R1 Zoning Zone H . iwo-1amiH n.:oa.rax ' Sub oh APa manl kpl fr tylvIal M Nesid— ■ Pe tl IE ■ Co - IR idenilal ■ Specific Plan ■ Specific 3-1.Pnsant Wj2W Sn IM1M - [eml - um Dl t ' Lo ryU rc 4 alma¢ ■ Co Art -Ifnm cl _ J■Ge 1C rtial M �b tl 1 61 GSM CSM J■He vy lgtlushul 11111 "Ll M aaemmeM eenrea � 250 feet 1■ Open Space f�General Agncuhural 11111� �1--mm A. Exhibit 2 - Vicinity Zoning and Aerial View .e u:.f 60A-2 ISM V CO 2019 Diaital Mao Products. All rights reserved. apps.spatialstream.com/production/dashboard/8/9/0/CurrentBuiId/htmI/Reporting.htm1# 1/1 This page left blank intentionally. 60A-24 EXHIBIT 3 60A-25 This page left blank intentionally. O Us c9 m rs Q H Bi wii o W O O ] o Gp0 w o s a U . M. RNIFIF G s S 5 o Q 3 G W 0 C- b Gs=s"e a 1.d w 8k� V o w y w d w a a 1 1 ceosam A cs 1 a asa0o� o' o u xi N -�a w ^ y"i o99 o ` w a a W s� o r H =yo 3 � Rill 10 MEMS O O a �� -------------- o� LL W < z w ®®� U� EI V ce cV _ �I W LL v n� 'use° F 1332115 A313�'2138 =eeaes°-M H,v 60A-27 This page left blank intentionally. EXHIBIT 4 60A-29 This page left blank intentionally. 60A-30 O Us c9 m rs Q 0 U N z 5 a _ K °Fo s � z N X �v 2 L tic o Elt® LLJs LU 0 KI I� I I o; I 'i_I'i 'I 3 I O 60A-31 Uo � c9 m rs 9 "— f�Ms a aas rj � U � _ — L I � I I L =ae *:4:I1:3111Ia LS 10.14.19 RESOLUTION NO. 2019-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2019-10 AS CONDITIONED TO ALLOW THE SALE OF DISTILLED SPIRITS FOR ON -PREMISES CONSUMPTION AT MARISCOS HECTOR #1 RESTAURANT LOCATED AT 1801 SOUTH MAIN STREET, UNITS D AND E 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. Mark Gaughan ("Applicant'), representing Mariscos Hector#1, is requesting approval of Conditional Use Permit No. 2019-10 to allow the sale of distilled spirits in addition to the currently allowed beer and wine sales for on premises consumption for the property located at 1801 South Main Street, Unit E. Applicant is proposing to expand into an adjacent tenant space, Unit D, and is requesting approval to sell alcoholic beverages within the additional floor area. B. In 1988, Land Use Certificate No. 1988-15 was transferred from Senor Pollo to Mariscos Hector restaurant to allow for the sale of beer and wine for on -premises consumption. C. Santa Ana Municipal Code Section 41-196 requires approval of a conditional use permit for establishments selling alcoholic beverages for on- or off -premise consumption. D. On April 22, 2019, the Planning Commission held a duly noticed public hearing for Conditional Use Permit No. 2019-10. At the conclusion of this hearing, the Commission continued the item to allow staff, the Applicant, and the interested neighborhood groups the ability to address potential impacts from the restaurant. E. On October 14, 2019, the Planning Commission held a duly noticed public hearing for Conditional Use Permit No. 2019-10. F. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code ("SAMC) Section 41-638, have been established for Conditional Use Permit No. 2019-10 to allow the sale of distilled spirits for on -premises consumption at Mariscos Hector #1 at 1801 South Main Street, Units D and E: Resolution No. 2019-xx 60A-33 Page 1 of 7 1. That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. The proposed sale of alcoholic beverages for on -premises consumption at this location will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase alcohol with their meal. This will thereby benefit the community by providing a restaurant with an additional and complementary food related amenity. Operational standards applicable to the alcoholic beverage control license will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. 2. That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The proposed sale of alcoholic beverages for on -premises consumption at this location will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity because the operational standards applicable to the alcoholic beverage control license will address any potential negative or adverse impacts created by the use. Mariscos Hector #1 is a bona -fide restaurant and the addition of alcohol will be ancillary to the main use. All of the operational standards identified in SAMC Sec. 41-196 will apply to this establishment. Finally, the sale of alcohol in the restaurant will be incidental to the primary use as a bona fide eating establishment and will occur within the premises. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants that offer a full selection of alcoholic beverages for sale to their customers. Moreover, the offering of alcoholic beverages will allow Mariscos Hector #1 to remain economically viable and competitive with nearby full -service restaurants in the local vicinity and contribute to the overall success of the City of Santa Ana, attracting visitors and residents to the area. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. Resolution No. 2019-xx 60A-34 Page 2 of 7 The proposed conditional use permit will be in compliance with all applicable regulations and operational standards imposed on a restaurant selling alcoholic beverages for on - premises consumption pursuant to Chapter 41 of the SAMC. The facility will be maintained as a full -service, bona -fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods. Additionally, the restaurant will utilize less than five (5%) percent of the gross floor area for display and storage of alcoholic beverages, which is the maximum threshold established by the Santa Ana Municipal Code. Operational standards will ensure the project remains in compliance with all applicable codes and regulations related to alcohol sales to ensure that the use does not impact neighboring properties or create an attractive nuisance. 5. That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. The proposed sale of alcoholic beverages for on -premises consumption at this location will not adversely affect the General Plan or any specific plan. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a variety of full -service restaurants that provide alcoholic beverages as part of their menu offers additional dining options for Santa Ana residents and visitors. Policy 2.9 supports developments that create a business environment that is safe and attractive. The property maintenance condition of approval will maintain a safe and attractive environment in the community. Further, operational standards for the proposed ABC license will maintain a safe and attractive environment in the neighborhood. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. Mariscos Hector #1 is located within a commercial shopping center and its operation is compatible with the surrounding commercial businesses. Section 2. In accordance with the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the recommended action is exempt from CEQA per Section 15061(b) (3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on -premises sale of alcoholic beverages at a full -service restaurant and minor interior tenant improvements. There is no Resolution No. 2019-xx 60A-35 Page 3 of 7 reasonable possibility that the project will have a significant effect on the environment due to the facility having the necessary infrastructure to operate the proposed use and no new expansion of the existing building is proposed. Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions'), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2019-10 as conditioned in Exhibit A, attached hereto and incorporated herein, for the alcoholic beverage control license for the sale of alcohol for on -premises consumption for the project located at 1801 South Main Street, Units D and E. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated October 14, 2019, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 14th day of October, 2019. AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Resolution No. 2019-xx 60A-36 Page 4 of 7 Mark McLoughlin Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2019-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on October 14, 2019. Date: Commission Secretary City of Santa Ana Resolution No. 2019-xx 60A-37 Page 5 of 7 Ircll 1rr_� Conditions of Approval for Conditional Use Permit No. 2019-10 Conditional Use Permit No. 2019-10 for on -premises consumption of alcoholic beverages is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code (SAMC), the California Building Standards Code and all other applicable regulations. The Applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The Applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. 1. The sales, service, and consumption of alcoholic beverages shall be permitted in accordance with the operational standards for on -sale establishments pursuant to Section 41-196(g) of the SAMC and in accordance with the provisions of a Type-47 alcohol license by the State Alcohol Beverage Control Board (ABC). 2. Prior to release of the ABC license, the window tinting shall be removed to be in compliance with the Municipal Code. 3. Prior to release of the ABC license, a new entertainment permit shall be applied for and be approved. 4. If off -site parking is proposed, the lot shall comply with the City's Building Security Ordinance (i.e. parking lot lighting). 5. Prior to release of the ABC license, a Property Maintenance Agreement must be recorded against the property. The agreement will be subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Applicant (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a maintenance agreement with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: (a) Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); Resolution No. 2019-xx 60A-38 Page 6 of 7 (b) Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, (c) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; (d) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); (e) If Applicant and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms. (f) The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties, obligations and responsibilities set forth under the maintenance agreement. (g) The maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. 6. Prior to issuance of the ABC license to the State Board of Alcoholic Beverages, the Applicant shall obtain building permits to replace the existing restaurant storefront with a soundproof storefront (Added by the Planning Commission on October 14, 2019). 7. A six-month review of the CUP shall be conducted by staff to ensure compliance with City code and the conditions of approval (Added by the Planning Commission on October 14, 2019). Resolution No. 2019-xx 60A-39 Page 7 of 7 *:/:II-1h010 ACTION MINUTES OF THE REGULAR MEETING OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA, CALIFORNIA OCTOBER 14, 2019 CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CALIFORNIA 5:38 P.M. ATTENDANCE COMMISSIONERS Present: ANGIE CANO MARK MCLOUGHLIN, Chair KENNETH NGUYEN FELIX RIVERA (arrived at 6:11 p.m.) COMMISSIONERS Absent: CYNTHIA CONTRERAS-LEO. Vice Chair PLANNING & BUILDING AGENCY STAFF Present: MINH THAI, Executive Director VINCE FREGOSO, Planning Manager LISA STORCK, Assistant City Attorney SARAH BERNAL, Recording Secretary 2. CONDITIONAL USE PERMIT NO. 2019-10 AND CONDITIONAL USE PERMIT NO. 2019- 11 —Case Planner, Vince Fregoso LOCATION: 1801 South Main Street, Units D and E in the South Main Commercial District (C-SM) zone. REQUEST: The applicant, Mariscos Hector #1, is requesting approval of two conditional use permits to allow (1) an existing Type 41 (On Sale Beer and Wine — Eating Place) Alcoholic Beverage Control (ABC) license for the sale of beer and wine for on -premise consumption in Unit E to be upgraded to a Type 47 (On Sale General — Eating Place) ABC license to allow the sale of beer, wine and distilled spirits for on -premise consumption in Units D and E, and (2) after-hours operation until 2:00 a.m. The following individuals submitted written correspondence. First Name Last Name Organization Favor Oppose General Mark Gaughan Genesee Group X Mark Gaughan Genesee Group X Tim Rush X TOTAL 2 1 0 Chair McLoughlin disclosed the Mark Gaughan, applicant, contacted him regarding the project. Case Planner Fregoso provided a presentation. Commission discussion ensued regarding hours of operation. Chair McLoughlin opened the Public Hearing. The applicant, Mark Gaughan, Jose Tarifa, Operations Manager, and Maria Sebold, Owner, spoke in support of the matter. The following individuals spoke in opposition of the matter. Those in opposition expressed concern regarding noise, parking, and intoxicated patrons. Posited that the establishment has a negative effect on the community. Dr. Loretta Bailes Susana Sandoval Iram Jauregui • Richard Santana • Tim Rush • Abigail Alvarez The following individuals spoke in support of the matter. Those in support of the matter posited that the establishment provides a benefit to the community. Enrique Mendoza Linda Aguilar Ernesto Quintero Juan Jose Tarifa • Jose Gonzalez • Joe Sebold • Arthur Newton The applicant was provided an opportunity to respond to comments. Chair McLoughlin granted Richard Santana, resident, an additional three minutes to make additional comments in opposition to the project. There were no other speakers and the Public Hearing was closed. Commission discussion ensued regarding the revocation process, conditions of approval, reduced hours of operation, after-hours operation, and soundproofing the windows to address noise concerns. MOTION: Cano VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Nguyen Cano, McLoughlin, Nguyen (3) Rivera (1) None (0) Contreras -Leo (1) 60A-41 MOTION: a) Adopt a resolution. A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2019-10 AS CONDITIONED TO ALLOW THE SALE OF DISTILLED SPIRITS FOR ON -PREMISE CONSUMPTION AT MARISCOS HECTOR #1 RESTAURANT LOCATED AT 1801 SOUTH MAIN STREET, UNITS D AND E with following added conditions: (1) Replace the existing storefront with a soundproof installation prior to release of the Type 47 ABC license; and, (2) Conduct a six month review of the CUP. b) Continue consideration of Conditional Use Permit No. 2019-11 (after-hours) until April 27, 2020. 60A-42 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5 2019 TITLE: PUBLIC HEARING — RECOVERY OF COSTS AND EXPENDITURES IN AN AMOUNT OF $41,513.72 INCURRED BY THE CITY FOR WEED, RUBBISH, AND GARBAGE ABATEMENT WITHIN RAILROAD RIGHT-OF-WAY IN THE CITY (STRATEGIC PLAN NO. 5, 4E} /s/ Kristine CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution affirming the acceptance of the Weed, Rubbish, and Garbage Abatement report and confirm the Code Enforcement Division's description for the recovery of the costs in an amount of $41,513.72, associated with the execution of the Inspection and Abatement Warrants on August 15, 2019, August 22, 2019, and September 5, 2019, on railroad right-of-way owned by the Union Pacific Railroad Company. DISCUSSION The City of Santa Ana operates a year-round program to maintain private properties free of weeds and rubbish. Santa Ana Municipal Code (SAMC) Section 16-48 prohibits the presence of weeds, rubbish, and garbage, among other items accumulated upon or in front of the property, which may be dangerous or injurious to neighboring properties and negatively impact the health and welfare of residents in the community. In accordance with Santa Ana Municipal Code Section 16-49 and 16-50, when unsightly or unsafe conditions are identified, City staff provides notice requiring abatement of such conditions within seven (7) days by posting a notice on the property. As permitted by SAMC Section 16-49(b), a formal letter may also be mailed to provide similar notice that immediate action must be taken to eliminate all weeds, rubbish and garbage from the private property. Ultimately, the property owner is responsible for ensuring the general property maintenance of their property and compliance with all provisions of the Santa Ana Municipal Code. If the property is not cleaned by the prescribed date indicated in the notice(s), the City of Santa Ana may take additional action to perform the abatement work through its own city staff and/or contractor(s) (Exhibit 1, 2, and 3). 75A-1 Recovery of Costs and Expenditures Incurred by City for Weed, Rubbish, and Garbage Abatement November 5, 2019 Page 2 Accumulation of trash, debris and the general lack of property maintenance on railroad properties have become increasingly noticeable to the community and are negatively impacting the health and welfare of the community and residents of the city. To abate the issues, the Code Enforcement Division properly posted and advised the property owner, Union Pacific Railroad Company, to clean their premises at the following locations: 1000-1100 E. Chestnut Avenue; 1300 E. McFadden Avenue; 3200-3300 S. Susan Street; 3400 W. McArthur Boulevard; 2516-2540 S. Orange Street; 2541-2555 S. Main Street; 2540-2700 S. Main Street; and, 401-501 W. Dyer Road. After the prescribed compliance time had elapsed and compliance had not been obtained, the Code Enforcement Division, through the City Attorney's Office, requested and obtained an Inspection and Abatement Warrant from the Orange County Superior Court enabling the City to take necessary enforcement measures to address private property maintenance issues within railroad right of way. On August 15, 2019, August 22, 2019, and September 5, 2019, the Inspection and Abatement Warrants were executed in collaboration with the City's Quality of Life Team. Pursuant to the Santa Ana Municipal Code authority outlined in sections 16-55 and 16-56, the Code Enforcement Division hereby provides a summary of the costs associated with the execution of the three (3) Inspection and Abatement warrants totaling $41,513.72, which includes City staff time and City equipment. The adoption of the attached resolution will enable the city to properly invoice and pursue collection of costs and expenditures incurred by the city associated with the abatement efforts. On September 3, 2019, the City Council adopted a resolution to recover $76,948.60 for abatement efforts. With the approval of the resolution (Exhibit 5), the new total to date for recovery of the costs from the Union Pacific Railroad will be $118,462.32. To ensure additional awareness on September 25, 2019, the City's Finance and Management Services Agency provided Union Pacific Railroad Company, a courtesy invoice regarding the city's request to recover costs associated with the abatement actions (Exhibit 4). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 5 Community Health Livability, Engagement and Sustainability, Objective No. 4 (support neighborhood vitality and livability). 75A-2 Recovery of Costs and Expenditures Incurred by City for Weed, Rubbish, and Garbage Abatement November 5, 2019 Page 3 FISCAL IMPACT All Administrative Staff recovered costs will be deposited to into the Miscellaneous Account (No. 01116002-57010). Fiscal Accounting Fund Account Unit, Account Year Unit Description Description Amount 01116002- General Planning & Building Agency/Code FY 19-20 Enforcement— $41,513.72 57010 Fund Miscellaneous Account Minh Thai Executive Director Planning and Building Agency /9►NF7 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs Executive Director Finance and Management Services Agency Exhibits: 1. August 15, 2019; Code Enforcement formal letter 2. August 22, 2019; Code Enforcement formal letter 3. September 5, 2019; Code Enforcement formal letter 4. September 25, 2019; Courtesy invoice 5. Resolution 75A-3 *VA :11-3Yi1 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Cecilia Iglesias David Penaloza Vicente Sarmlento Jose Solorlo CITY OF SANTA ANA Planning and Building Agency 20 Civic Center Plaza . P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.ora June 18, 2019 VIA CERTIFIED U.S. MAIL CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho ACTING CLERK OF THE COUNCIL Norma Mitre -Ramirez Lance M. Fritz, Chairman, President and Chief Executive Officer Union Pacific Railroad Anna nsnn nnnn s7n? r sPa 1400 Douglas Street, 19th Floor Omaha, NE 68179 Union Pacific Railroad c/o C. T. Corporation System, Agent for Service of Process Amanda Garcia Vivian Imperial Gladys Aguilera 818 W. 7th St. Suite 930 Los Angeles, CA 90017 7008 0500 0000 5707 6535 Subject: NOTICE TO CLEAN PREMISES within the City of Santa Ana, CA: - 1000-1100 E. Chestnut/South Santa Fe (Railroad X-ing # 761244J), train tracks facing south - 1200-1300 Block of E. McFadden Ave. (Railroad X-ing # 761245R); train tracks facing north As the property owner of record and responsible party, you are hereby notified that your above - listed properties are in violation of Article III of Chapter 16 of the Santa Ana Municipal Code (SAMC). Specifically, violations of SAMC Section 16-48, as depicted on the attached photos, were noted on June 18, 2019. Section 16-48 prohibits the presence of rubbish and garbage, among other items accumulated upon or in front of the property which may be dangerous or injurious to neighboring properties and negatively impact the health and welfare of residents in the community. Your immediate attention to these conditions is required. SANTA ANA CITY COUNCIL Mguel A. Pulido Juan Villages Vicente Samuento namd Penalwa Jose Solon. vacant C.Nui Iglesias Mayor Mayor Pro Tem. Ward 5 Ward I Ward 2 Were 3 Ward 4 Wad 6 moulid.0sama-ana.om VilleoaaMiednla3na.om mrmientabsanla-ana ar D n1-a ar sim olarSsams-aoaomcialestas0earta-ana one In accordance with SAMC Sections 16-49 and 16-50, notice requiring abatement of such conditions within seven (7) days will be posted on your property. As permitted by SAMC Section 16-49(b), this letter shall also serve to provide similar notice that you must IMMEDIATELY take action to eliminate all rubbish and garbage from your property. As the property owner, you are responsible for ensuring the general property maintenance and compliance with all provisions of the Santa Ana Municipal Code. A copy of Article III of Chapter 16 of the Santa Ana Municipal Code is attached for your reference. An Inspection of your properly will be conducted on or after July 2, 2019 to determine compliance with the Code. Failure to correct the indicated conditions will result in enforcement action against the property, which may include: (1) the City of Santa Ana may abate the conditions, and the cost thereof will be assessed against the land and become a lien thereon; (2) issuance of administrative fines in escalating amounts; (3) the filing of a civil lawsuit; (4) criminal citations; or (5) any combination thereof, in addition to any other remedies allowed by law. Any violation of Chapter 16 of the Santa Ana Municipal Code, constitutes a public nuisance pursuant to SAMC Section 16-60. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. We look forward to your cooperation in this matter and hope that enforcement action is not necessary. Sincerely, l Alejandro Rodriguez Code Enforcement Division City of Santa Ana, CA. (714) 667-2722 anunez(aSanta-ana.or cc: Alvaro Nunez, Code Enforcement Manager/Planning & Building Agency John Funk, Assistant City Attorney Ryan Hodge, Assistant City Attorney Lupe Valdez, Director Public Affairs Union Pacific Railroad — Southern California 13181 Crossroads Pkwy N., Unit 500 City of Industry, CA 91746 SANTA ANA CITY COUNCIL 7008 0500 0000 5707 6542 AX3.gA P.iyc J., mr v9A'a V•:,,,-iarniyvu No, r�� Perahta ae iwdr, I,.:a11 C.xn,a 13ie wm ran W n9 i want Ward Wam3 w3mi Nmr99 mo..uac3,arta ara nn .nkaaadsama-aea xi �sann.e.-'.: e 13� r=ana x .,. �aan�3a sarro-gsmuana nv umxmn�r- Attachments: Notice to Clean Premises (posted copies) Property Maps Photos of Properties and Violations Santa Ana Municipal Code, Chapter 16, Article III SANTA ANA CITY COUNCIL Miguel A. Pulido Juan Yilegas Ucente S.enlo David Penaloaa Jose solorio Vacant cdndla Igle Mayor Mayor Pro Tem, Ward 5 Ward I Ward 2 Ward 3 Ward 4 Ward 6 moulido0santa-ana.ora Ivilleaasi4sanlaanearg vsarlllleno sane -and or 5tl ra4m sanla-ana.or mloriodlsanta-ana or eigiesiesdDsanla NOTICE TO CLEAN PREMISES NOTICE IS HEREBY GIVEN to the owner, manager, occupants, or persons having charge or control of the property located at 1000-1100 E. Chestnut/South Santa Fe (Railroad X-inq # 761244J) that the condition(s) of: RUBBISH and GARBAGE exists/ exist upon the property which is/ are in violation of Article III, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. The said condition(s) must abated on or before July 2, 2019. If not abated on or before said date, the City of Santa Ana may abate the condition(s) or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. Dated and Posted June 18, 2019 By Alejandro Rodriquez Code Enforcement Division PHONE: 714-667-2722 CODE ENFORCEMENT DIVISION I PLANNING & BUILDING AGENCY CITY OF SANTA ANA 120 CIVIC CENTER PLACE (M-19) POST OFFICE BOX 19881 SANTA ANA, CA. 92702 714-667-27801 www.santa-ana.org/pba 75A-7 wit U PHOTOLOG 1000-1100 E. Chestnut/South Santa Fe (Railroad X-ing 4 7612441) Train tracks facing south. Alejandro Rodriguez, Code Enforcement Officer June 18, 2019 Page 12 75A-9 NOTICE TO CLEAN PREMISES NOTICE IS HEREBY GIVEN to the owner, manager, occupants, or persons having charge or control of the property located at: 1200-1300 Block of E. McFadden Ave. (Railroad X-inq # 761245R) that the condition(s) of: RUBBISH and GARBAGE exists/ exist upon the property which is/ are in violation of Article 111, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. The said condition(s) must abated on or before July 2, 2019. If not abated on or before said date, the City of Santa Ana may abate the condition(s) or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. Dated and Posted June 18, 2019 By Alejandro Rodriquez Code Enforcement Division PHONE: 714-667-2722 CODE ENFORCEMENT DIVISION I PLANNING & BUILDING AGENCY CITY OF SANTA ANA 120 CIVIC CENTER PLACE (M-19) POST OFFICE BOX 1988 1 SANTA ANA, CA. 92702 714-667-2780 1 www.santa-ana.orq/pba 75A-10 PHOTOLOG 1200-1300 Block of E. McFadden Ave. (Railroad X-ing # 761245R) Train tracks 'Ihm 9 --------�v UNION PACIPC mri- U.P.R.R. IC MEN AVENUE M.P. 518 DOW 761245R Alejandro Rodriguez, Code Enforcement Officer north. June 18, 2019 Page I 1 75A-11 T1410311614 1200-1300 Block of E. McFadden Ave. (Railroad Alejandro Rodriguez, Code Enforcement Officer # 761245R) Train tracks facing north. June 18, 2019 Page 12 75A-12 A e I0004100 E. Chntnut/South Santa Fe (Ra0roud X-ine # 76I244J) L��e� r�� t ji 1 1111 sh- a11e HIS N-lTW* 11411 q .. n..t •i79 VON in � 111r'1�y1N1© [gJrr pp1%r,1ff�`r 11� aa�eaa w malm •rtzttp-rttsaj •A2 Milan. 1FCa Q.td we ear ea ■■ pp L4 16.1 weu�Or.rY! r I. I� - m:nnrri:1� lit Ii1 k� �� N li 'ice 0 1200-1700 Black of E. McFadden Ave. (Railroad X-ing # MrAW t_:_ W inn+ w 75A-13 SANTA ANA MUNICIPAL CODE ARTICLE III. -GARBAGE, RUBBISH AND WEED CONTROL Sec. 16-46. - Short title. This article shall be known and may be cited as the "Garbage, Rubbish and Weed Control Ordinance" of the city. (Code 1952, § 3840; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71) Sec. 16-47. - Definitions. For the purpose of this article, the following terms, phrases, words and their derivations shall have the meanings given herein, unless the context indicates that a different meaning is intended: Brush. Branches of trees sheared therefrom, a thicket of shrubs, or bushes. City finance director. The executive director of the finance and management services of the city or his or her designated representative. City public works director. The executive director of the public works agency of the city or his or her designated representative. Garbage. Accumulations of animal, fruit or vegetable matter, liquid or otherwise, that attend the preparation, use, cooking, dealing in or storing of meat, fish, fowl, fruit or vegetable. Lot. Any lot, parcel, tract or piece of land, improved or unimproved, including the sidewalk area abutting or adjoining said lot, parcel, tract or piece of land; and the parkways, or areas lying between the curbline and the street line of said adjoining or abutting lot, bounded on the sides by the prolongations in straight lines of the side lines of the lot in front of which such parkway or area exists. Noxious growth. Weeds, vines or brush which bear seeds of a wingy or downy nature, or which attain a high growth as to become a fire menace when dry, or which contain poisonous oils that become dangerous to the life and health of the community. Private premises. Any dwelling, house, building or other structure, designed or used either wholly or in part for private residential purposes, whether inhabited or temporarily or continuously uninhabited or vacant, and shall include any yard, grounds, walk, driveway, porch, steps or vestibule belonging or appurtenant to such dwelling, house, building or other structure. Public place. Any and all streets, sidewalks, boulevards, alleys or other public ways and any and all public squares, spaces, grounds and buildings. Rubbish. Scrap metals, junk, disassembled parts of automobiles or machinery, construction or demolition materials, debris, litter, paper, cardboard, metal cans, glass, cut brush, dead trees, tree limbs and similar materials. Street line. The boundary line between a public street right-of-way and an abutting lot or parcel of land, or between a private street open to public use and an abutting lot or parcel of land. (Code 1952, § 3841; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-2300, § 1, 9-3-96) Editor's note— The editors arranged the definitions alphabetically, to facilitate reference and use. Sec. 16-48. - Noxious growths, rubbish, garbage prohibited; prima facie evidence. 75A-14 SANTA ANA MUNICIPAL CODE No person owning, managing or having control or charge or occupancy of any lot or private premises, shall: (1) Allow noxious growths or growths otherwise dangerous to the life, health, comfort or convenience of the community, to grow or remain upon such lot or private premises; (2) Sow or disseminate, or allow or permit to mature, any noxious growth upon such lot or private premises; (3) Suffer or permit any weeds, grass, rank growth or brush to grow or exist in excess of six inches (6") above the grade in the area of growth; (4) Cause or permit rubbish or garbage to be placed or to exist upon such lot or private property It is the duty of every such person to prevent such growth or existence. To establish a prima facie violation of this section, it shall not be necessary to establish any facts except that the accused person owned, managed, or had charge, control or occupancy of a lot or private premises whereon such condition existed or occurred. (Code 1952, § 3842; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71) Sec. 16-49. - Order and notice requiring removal of noxious growths, rubbish, garbage —Time limit; posting, mailing. (a) If and when it shall appear that noxious growths, rubbish or garbage have been placed upon or in front of private property in violation of any of the provisions of this article or of any other provisions of this Code, the city public works director may, by appropriate written order, direct the removal thereof and shall cause notices to be posted upon or in front of such property to the effect that such weeds, vines, shrubs, brush, rubbish or garbage must be removed within seven (7) days from and after the date of such posting. Such notices shall be conspicuously posted on or in front of the property on or in front of which the condition exists, as follows: (1) One (1) notice shall be posted on or in front of each separately owned parcel; (2) Not more than two (2) notices shall be posted to any parcel of fifty (50) to one hundred (100) feet frontage; (3) Notices shall be placed at intervals of not more than one hundred (100) feet, if the frontage of a parcel is greater than one hundred (100) feet, with one (1) notice for each one hundred (100) feet of frontage. (b) In addition to posting such notices, the city public works director may send a similar notice to the owner of the subject property as shown upon any city record, or upon the last equalized tax roll, by depositing such notice in the United States mail; but the failure of the owner to receive such notice shall not affect the power of the city or its officers or employees to proceed as provided in this article. Such notice shall be mailed not less than twenty (20) days prior to the date set for a hearing upon objections. (Code 1952, § 3842.1; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-1476, § 1, 3-12-79; Ord. No. NS-2300, § 2, 9-3-96) Sec. 16-50. - Same —Form of notice. The headings of the notices required by section 16-49 shall be in letters approximately one inch in height. Said notices shall be in substantially the following form: "NOTICE TO CLEAN PREMISES 75A-15 SANTA ANA MUNICIPAL CODE "NOTICE IS HEREBY GIVEN to the owner, manager, occupant or persons having charge or control of the property located at (describe property, e.g., address, assessor's parcel number, physical description) that the condition(s) of (describe violation(s)) exists upon the property which is/are in violation of Article III, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. "The said condition(s) must be abated on or before 19_. If not abated on or before said date, the City of Santa Ana may abate the condition or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. "Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, Santa Ana, California, not later than the date for abatement set forth hereinabove." (Code 1952, § 3842.2; Ord. No. NS-880, § 1, 6-6-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-1235, § 40, 12-9-74; Ord. No. NS-1476, § 2, 3-12-79) Sec. 16-51. - Hearing. If the clerk of the council receives any appeals from the notice specified in section 16-50, the clerk shall set such appeals for public hearing by the city council and shall send written notices of such public hearing to all persons filing such appeals. At the time and place stated in the notices, the city council shall hear and consider all objections to the proposed abatement work. At the conclusion of the hearing, the council shall allow or overrule any objections. (Ord. No. NS-2300, § 3, 9-3-96) Editor's note— Prior to the reenactment of § 16-51 by Ord. No. NS-2300, Ord. No. NS-1235, § 41, enacted Dec. 9, 1974, had repealed § 16-51, which had pertained to hearings and had derived from Code 1952, § 3842.3 and Ord. No. NS-880, § 1, adopted June 5, 1967. Sec. 16-52. - Abatement order —From council. At the conclusion of said hearing, the council may order the city public works director to abate said nuisance by entering upon private property to abate and remove the same. (Code 1952, § 3842.4; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 42, 12-9-74; Ord. No. NS-2300, § 4, 9-3-96) Sec. 16-53. - Same —Service. The city public works director shall serve by registered or certified mail, return receipt requested, postage prepaid, a copy of said abatement order forthwith upon those persons who have filed written statements of objections. The abatement order shall specify that unless the nuisance is removed and abated within seven (7) days from the date of mailing, said officer will abate the same and will, if necessary, enter upon or into the private property of said person without further notice or liability therefor in order to abate said nuisance. 75A-16 SANTA ANA MUNICIPAL CODE (Code 1952, § 3842.4; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 5, 9-3-96) Sec. 16-54. - Abatement action by city. The city public works director may cause the city's nuisance abatement work force or contractor to enter upon any private property and abate any nuisance found thereon, or in front thereof, provided ten (10) days notice to abate such nuisance shall have been posted or mailed as required by this article, the time allowed by such notice shall have expired, and no person shall have filed a written statement of objections as herein provided within ten (10) days after posting or mailing; in the event objections shall have been duly filed, and overruled by the city council, the city public works director may cause the city's nuisance abatement work force or contractor to enter upon any such private property and, in accordance with the order of the city, abate the nuisance found thereon, or in front thereof. (Code 1952, § 3842.6; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 43, 12-9-74; Ord. No. NS-2300, § 6, 9-3-96) Sec. 16-55. - Cost of abatement. (a) The city public works director shall keep a separate account of the cost of abatement in front of or on each individual lot or parcel of land where abatement work is done. He shall submit to the city manager for confirmation an itemized written report showing such cost. A copy of the report shall be posted for at least three (3) days prior to its submission to the city council on or near the council chamber door with a notice of the time of submission. At the time fixed for receiving and considering the report, the city council may hear the matter or refer it to the hearing officer under the provisions of Chapter 3 of this Code. (b) The city council may, by resolution, establish a standard administrative fee for parcels requiring nuisance abatement work by the city's nuisance abatement work force or contractor. Such fee shall be in addition to the direct cost of the abatement work and shall be in an amount reasonably determined to cover such costs as posting, inspection, contractor supervision, and the like. (c) The city council may, by resolution, also establish a standard charge for additional administrative costs for parcels requiring more than one (1) notice of abatement in any twelve-month period. (Code 1952, § 3842.7; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 44, 12-9-74; Ord. No. NS-2300, § 7, 9-3-96) State Law reference— For authority to abate nuisances, see § 38773, Gov. Code. Sec. 16-56. - Receiving, receipting and billing for cost to city. The city finance director shall receive the amount due on the abatement cost and shall issue receipts at any time after the confirmation of the report. The city finance director may bill the owner of record directly at any time he shall desire. (Code 1952, § 3842.10; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 8, 9-3-96) Sec. 16-57. - Special assessments —Lien. The cost of abatement in front of or upon each lot or parcel of land constitutes a special assessment against that lot or parcel. After the assessment is made and confirmed, it is a lien on the lot or parcel. 75A-17 SANTA ANA MUNICIPAL CODE (Code 1952, § 3842.8; Ord. No. NS-880, § 1, 6-5-67) Sec. 16-58. - Same —Collection procedure. After confirmation of a report, a certified copy of the same shall be filed with the county auditor on or before August 10th of each year. The descriptions of the parcels reported shall be those used for the same parcels on the county assessor's map book for the current year. The county auditor shall enter each assessment on the county tax roll opposite the parcel of land. The amount of the assessment shall be collected at the time and in the manner of ordinary municipal taxes. If delinquent, the amount is subject to the same penalties and procedures of foreclosure and sale provided for ordinary municipal taxes. As an alternative method, the county tax collector, in his discretion, may collect the assessments without reference to the general taxes, by issuing separate bills and receipts for the assessments. Laws relating to the levy, collection, and enforcement of county taxes shall apply to such special assessment taxes. (Code 1952, § 3842.9; Ord. No. NS-880, § 1, 6-5-67) Sec. 16-59. - Same —Correction of error. (a) Any assessment erroneously made may be cancelled or reduced so as to correct any error, and the tax paid on account thereof, not including any penalties or interest, may be refunded to the person who paid the same, in accordance with the following procedure: (1) A claim of error may be filed with the clerk of the council at any time before the expiration of one year following April 10th of the tax year in which such assessment appears or would first appear on the tax bill for the affected property. Such claim shall be in writing, in such form and detail as shall be required by the clerk of the council, and shall be verified; (2) Any claim filed shall be forwarded to the city public works director for review and report to the city finance director. If the city public works director shall determine that such assessment was erroneously made, in whole or in part, the city finance director shall request the county board of supervisors to direct the county auditor -controller to correct the tax rolls as to the affected property by removing or reducing the erroneous assessment, and the direction of the city finance director shall be authority for the auditor -controller so to correct the tax rolls. If such assessment shall have been paid, the part determined to be erroneously levied shall be refunded to the person who paid the same, by the city finance director. In lieu of proof otherwise, the city finance director may presume that the persons to whom the abatement cost was assessed were the persons who paid the same; (3) Any claimant whose claim is not favorably acted upon in whole or in part within sixty (60) days after the filing of the same, or whose claim is denied, in whole or in part in writing, by the city finance director, may, within ten (10) days after such denial or after the expiration of such period, appeal such denial or failure to act favorably to the city council pursuant to Chapter 3 of the Santa Ana Municipal Code; (4) If the city council shall find the disputed assessment to be erroneous in whole or in part it may direct the city finance director to correct the assessment accordingly, to cause the tax rolls to be corrected, and to make a refund of any portion of the assessment paid, all in the manner as hereinabove provided for such corrections and refunds; (5) Not later than thirty (30) days after the correction of any assessment or refund of any monies hereinunder, except by direction of the city council, the city finance director shall transmit to the city council a report of such action, together with the report of the city public works director. (b) Whenever the tax rolls have been corrected or a refund has been made hereunder by reason of an erroneous assessment, a corrected written report of the type required by section 16-55, relating to the work for which such erroneous assessment was levied, may be prepared by the officer who 75A-18 SANTA ANA MUNICIPAL CODE prepared the original report. Such report shall show the cost of abatement in front of or on the parcel or lot where the work has been done and shall state that it is proposed to assess such cost against such lot or parcel. A copy of such corrected report shall be mailed to the owner of said lot or parcel as shown upon the current assessment roll. In all other respects, sections 16-56 through 16-58 shall apply to such corrected assessments, except that the time for doing all things herein specified shall relate from the date of confirmation of the corrected assessment. (Code 1952, § 3842.11; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 2, 12-9-74; Ord. No. NS-2300, § 9, 9-3-96) Sec. 16-60. - Violation a public nuisance; remedies. Violation of this article is declared to be a public nuisance which may be abated as provided in part 3 of division 4 of the civil code of the state and in chapter 2 of title X of part 2 of the code of civil procedure of the state, which remedy shall be in addition to any other remedy provided in this article or by state law, including section 372 of the penal code of the state. (Code 1952, § 3843; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 10, 9-3-96) Secs. 16-61-16-109. - Reserved. 75A-19 MAYOR Miguel A Pulido MAYOR PRO TEM Juan Ullegas COUNCILMEMBERS Cecilia Iglesias David Penaloza Vicente Sam iento Jose Solana CITY OF SANTA ANA Planning and Building Agency 20 Civic Center Plaza . P.O. Box 1988 Santa Ana, California 92702 vw✓W.santa-ana.oro July 22, 2019 VIA CERTIFIED U.S. MAIL Lance M. Fritz, Chairman, President and Chief Executive Officer Union Pacific Railroad 1400 Douglas Street, 19th Floor Omaha, NE 68179 Union Pacific Railroad c/o C. T. Corporation System, Agent for Service of Process Amanda Garcia Vivian Imperial Gladys Aguilera 818 W. 7th St. Suite 930 Los Angeles, CA 90017 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho ACTING CLERK OF THE COUNCIL Norma Milre-Ramirez Subject: NOTICE TO CLEAN PREMISES within the City of Santa Ana, CA: 3200-3300 S. Susan Street (Railroad X-ing # 761672F), train tracks facing West. - 3400 W. MacArthur Boulevard (Railroad X-ing # 761664N); train tracks facing north. As the property owner of record and responsible party, you are hereby notified that your above - listed properties are in violation of Article III of Chapter 16 of the Santa Ana Municipal Code (SAMC). Specifically, violations of SAMC Section 16-48, as depicted on the attached photos, were noted on July 19, 2019. Section 16-48 prohibits the presence of rubbish and garbage, among other items accumulated upon or in front of the property which may be dangerous or injurious to neighboring properties and negatively impact the health and welfare of residents in the community. Your immediate attention to these conditions is required. SANTA ANA CITY COUNCIL Miguel A Putido Juan Yllegas Vicente Sarmienlo David Penaloza Jos. Solon. vacant cenlia Iglevac Mayor klayor Pro Tam, Ward 5 Ward Wam2 Ward3 1VaM4 Ward IEtoanla-ammo bil1eoas1&5ama-anaa-i nor sclanci&sanla-ana em onlesrasi5sama and In accordance with SAMC Sections 16-49 and 16-50, notice requiring abatement of such conditions within seven (7) days will be posted on your property. As permitted by SAMC Section 16-49(b), this letter shall also serve to provide similar notice that you must IMMEDIATELY take action to eliminate all rubbish and garbage from your property. As the property owner, you are responsible for ensuring the general property maintenance and compliance with all provisions of the Santa Ana Municipal Code. A copy of Article III of Chapter 16 of the Santa Ana Municipal Code is attached for your reference. An inspection of your property will be conducted on or after August 5, 2019 to determine compliance with the Code. Failure to correct the indicated conditions will result in enforcement action against the property, which may include: (1) the City of Santa Ana may abate the conditions, and the cost thereof will be assessed against the land and become alien thereon; (2) issuance of administrative fines in escalating amounts; (3) the filing of a civil lawsuit; (4) criminal citations; or (5) any combination thereof, in addition to any other remedies allowed by law. Any violation of Chapter 16 of the Santa Ana Municipal Code, constitutes a public nuisance pursuant to SAMC Section 16-60. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. We look forward to your cooperation in this matter and hope that enforcement action is not necessary. Sincerely, Alejandro Rodriguez Code Enforcement Division City of Santa Ana, CA. (714)667-2722 anunez(@,santa-ana.org cc: Alvaro Nunez, Code Enforcement Manager/Planning & Building Agency John Funk, Assistant City Attorney Ryan Hodge, Assistant City Attorney Lupe Valdez, Director Public Affairs Union Pacific Railroad — Southern California 13181 Crossroads Pkwy N., Unit 500 City of Industry, CA 91746 SANTA ANA CITY COUNCIL Mguel A Pulidu Juan Vllegas Vicente Samnenlo Dowd Peneloea Jose Solana vacant Ce06a Igle Maya, 6layar Pm Ten. Ward 5 Went Went Wert] Ward) Ward Ie n11 Maeoa%asee.-ana Lya ysarlTenlPhlsanla-ore om dnePa1Gn,Wsan1aaoaara scicnogiis.ota-ana om nuL^sast@saote" 75A-21 Terry Morris Manager of Public Union Pacific Railroad 10031 Foothills Blvd Roseville CA. 95747 Attachments: Notice to Clean Premises (posted copies) Property Maps Photos of Properties and Violations Santa Ana Municipal Code, Chapter 16, Article III SANTA ANA CITY COUNCIL Mlguel A Pulido Juan Villegas Ycanta sannientd pamp Panalon Jose Splpno Vacant Cache Igle Maya Maya Pro Tem, Ward 5 Ward Ward Ward Ward Wards (npI11dC(plSdnid-dnd d pro y5drm.12nI01(LSdnld-dna ap dpenwomRd3nld-0nd pr] rSplpnlT6Sdnla-dn3 pre cngaa1aS,Ssanta 75A-22 The attached document was mailed via Certified and First Class U.S. Mail as follows: Lance IvL Fritz, Chairman, President and Chief Executive Officer Union Pacific Railroad 1400 Douglas Street,l9th Floor Omaha, NE 68179 Lupe Valdez. Director Public Affairs Union Pacific Railroad — Southern Califirmia 13181 Crossroads Pkwy N.. Unit 500 City of Industry. CA 91746 Union Pacific Railroad c/o C. T. Corporation System, Agent for Service of Process Amanda Garcia, Vivian Imperial, Gladys Aguilera 818 W. 7th St Suite 930 Los Angeles, CA 90017 Terr Morris Manager of Public Union Pacific Railroad 10031 Foothills Blvd Roseville CA 95747 7008 0500 0000 5707 6733 7008 0500 0000 5707 6726 7008 0500 0000 5707 L719 7008 0500 0000 5707 6740 75A-23 NOTICE TO CLEAN PREMISES NOTICE IS HEREBY GIVEN to the owner, manager, occupants, or persons having charge or control of the property located at: 3200-3300 S. Susan Street (Railroad X-ing # 761672F) that the condition(s) of: RUBBISH and GARBAGE exists/ exist upon the property which is/ are in violation of Article III, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. The said condition(s) must abated on or before August 05, 2019. If not abated on or before said date, the City of Santa Ana may abate the condition(s) or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. Dated and Posted July 19, 2019 By Alejandro Rodriquez Code Enforcement Division PHONE: 714-667.2722 CODE ENFORCEMENT DIVISION I PLANNING & BUILDING AGENCY CITY OF SANTA ANA 120 CIVIC CENTER PLACE (M-19) POST OFFICE BOX 1988 1 SANTA ANA, CA. 92702 714-667-27801 www.santa-ana.org/pba 75A-24 PHOTOLOG 3200-3300 S. Susan St. (Railroad Vinz 761672F) Train tracks facing west. Alejandro Rodriguez, Code Enforcement Officer July 19, 2019 Page 11 75A-25 PHOTOLOG 3200-3300 S. Susan St. (Railroad X-ing 761672F) Train tracks facing west. pie \ I \�A 7-.1 _ Alejandro Rodriguez, Code Enforcement Officer July 19, 2019 Page 12 75A-26 NOTICE TO CLEAN PREMISES NOTICE IS HEREBY GIVEN to the owner, manager, occupants, or persons having charge or control of the property located at: 3400 W. MacArthur Boulevard (Railroad X-inq # 761664N) that the condition(s) of: RUBBISH and GARBAGE exists/ exist upon the property which is/ are in violation of Article III, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. The said condition(s) must abated on or before August 05, 2019. If not abated on or before said date, the City of Santa Ana may abate the condition(s) or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. Dated and Posted July 19, 2019 By Alejandro Rodriquez Code Enforcement Division PHONE: 714-667-2722 CODE ENFORCEMENT DIVISION I PLANNING & BUILDING AGENCY CITY OF SANTA ANA 120 CIVIC CENTER PLACE (M-19) POST OFFICE BOX 1988 1 SANTA ANA, CA. 92702 714-667-27801 www.santa-ana.org/pba 75A-27 PHOTOLOG Alejandro Rodriguez, Code Enforcement Officer July 19, 2019 Page 11 75A-28 PHOTOLOG 3400 W. MacArthur Blvd. (Railroad X-ins 761664N) Train tracks facing north. -'1 IT Y - - Alejandro Rodriguez, Code Enforcement Officer July 19, 2019 Page 12 75A-29 PHOTOLOG Alejandro Rodriguez, Code Enforcement Officer July 19, 2019 Page I 1 75A-30 PHOTOLOG Susan St. to MacArthur Blvd. Train tracks Alejandro Rodriguez, Code Enforcement Officer viewed from 3341 W. MacArthur Blvd. July 19, 2019 Page 12 75A-31 PHOTOLOG SL i1 i Alejandro Rodriguez, Code Enforcement Officer July 19, 2019 Page 13 75A-32 PHOTOLOG Susan St. to MacArthur Blvd. Train tracks Alejandro Rodriguez, Code Enforcement Officer viewed from 3341 W. MacArthur Blvd. July 19, 2019 Page 14 75A-33 75A-34 SANTA ANA MUNICIPAL CODE ARTICLE III. - GARBAGE, RUBBISH AND WEED CONTROL Sec. 16-46. - Short title. This article shall be known and may be cited as the "Garbage, Rubbish and Weed Control Ordinance" of the city. (Code 1952, § 3840; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71) Sec. 16-47. - Definitions. For the purpose of this article, the following terms, phrases, words and their derivations shall have the meanings given herein, unless the context indicates that a different meaning is intended: Brush. Branches of trees sheared therefrom, a thicket of shrubs, or bushes. City finance director. The executive director of the finance and management services of the city or his or her designated representative. City public works director. The executive director of the public works agency of the city or his or her designated representative. Garbage. Accumulations of animal, fruit or vegetable matter, liquid or otherwise, that attend the preparation, use, cooking, dealing in or storing of meat, fish, fowl, fruit or vegetable. Lot. Any lot, parcel, tract or piece of land, improved or unimproved, including the sidewalk area abutting or adjoining said lot, parcel, tract or piece of land; and the parkways, or areas lying between the curbline and the street line of said adjoining or abutting lot, bounded on the sides by the prolongations in straight lines of the side lines of the lot in front of which such parkway or area exists. Noxious growth. Weeds, vines or brush which bear seeds of a wingy or downy nature, or which attain a high growth as to become a fire menace when dry, or which contain poisonous oils that become dangerous to the life and health of the community. Private premises. Any dwelling, house, building or other structure, designed or used either wholly or in part for private residential purposes, whether inhabited or temporarily or continuously uninhabited or vacant, and shall include any yard, grounds, walk, driveway, porch, steps or vestibule belonging or appurtenant to such dwelling, house, building or other structure. Public place. Any and all streets, sidewalks, boulevards, alleys or other public ways and any and all public squares, spaces, grounds and buildings. Rubbish. Scrap metals, junk, disassembled parts of automobiles or machinery, construction or demolition materials, debris, litter, paper, cardboard, metal cans, glass, cut brush, dead trees, tree limbs and similar materials. Street line. The boundary line between a public street right-of-way and an abutting lot or parcel of land, or between a private street open to public use and an abutting lot or parcel of land. (Code 1952, § 3841; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-2300, § 1, 9-3-96) Editor's note— The editors arranged the definitions alphabetically, to facilitate reference and use. Sec. 16-48. - Noxious growths, rubbish, garbage prohibited; prima facie evidence. 75A-35 SANTA ANA MUNICIPAL CODE No person owning, managing or having control or charge or occupancy of any lot or private premises, shall: (1) Allow noxious growths or growths otherwise dangerous to the life, health, comfort or convenience of the community, to grow or remain upon such lot or private premises; (2) Sow or disseminate, or allow or permit to mature, any noxious growth upon such lot or private premises; (3) Suffer or permit any weeds, grass, rank growth or brush to grow or exist in excess of six inches (6) above the grade in the area of growth; (4) Cause or permit rubbish or garbage to be placed or to exist upon such lot or private property. It is the duty of every such person to prevent such growth or existence. To establish a prima facie violation of this section, it shall not be necessary to establish any facts except that the accused person owned, managed, or had charge, control or occupancy of a lot or private premises whereon such condition existed or occurred. (Code 1952, § 3842; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71) Sec. 16-49. - Order and notice requiring removal of noxious growths, rubbish, garbage —Time limit; posting, mailing. (a) If and when it shall appear that noxious growths, rubbish or garbage have been placed upon or in front of private property in violation of any of the provisions of this article or of any other provisions of this Code, the city public works director may, by appropriate written order, direct the removal thereof and shall cause notices to be posted upon or in front of such property to the effect that such weeds, vines, shrubs, brush, rubbish or garbage must be removed within seven (7) days from and after the date of such posting. Such notices shall be conspicuously posted on or in front of the property on or in front of which the condition exists, as follows: (1) One (1) notice shall be posted on or in front of each separately owned parcel; (2) Not more than two (2) notices shall be posted to any parcel of fifty (50) to one hundred (100) feet frontage; (3) Notices shall be placed at intervals of not more than one hundred (100) feet, if the frontage of a parcel is greater than one hundred (100) feet, with one (1) notice for each one hundred (100) feet of frontage. (b) In addition to posting such notices, the city public works director may send a similar notice to the owner of the subject property as shown upon any city record, or upon the last equalized tax roll, by depositing such notice in the United States mail; but the failure of the owner to receive such notice shall not affect the power of the city or its officers or employees to proceed as provided in this article. Such notice shall be mailed not less than twenty (20) days prior to the date set for a hearing upon objections. (Code 1952, § 3842.1; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-1476, § 1, 3-12-79; Ord. No. NS-2300, § 2, 9-3-96) Sec. 16-50. - Same —Form of notice. The headings of the notices required by section 16-49 shall be in letters approximately one inch in height. Said notices shall be in substantially the following form: "NOTICE TO CLEAN PREMISES 75A-36 SANTA ANA MUNICIPAL CODE "NOTICE IS HEREBY GIVEN to the owner, manager, occupant or persons having charge or control of the property located at (describe property, e.g., address, assessor's parcel number, physical description) that the condition(s) of (describe violation(s)) exists upon the property which is/are in violation of Article III, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. "The said condition(s) must be abated on or before , 19_. If not abated on or before said date, the City of Santa Ana may abate the condition or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. "Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, Santa Ana, California, not later than the date for abatement set forth hereinabove." (Code 1952, § 3842.2; Ord. No. NS-880, § 1, 6-6-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-1235, § 40, 12-9-74; Ord. No. NS-1476, § 2, 3-12-79) Sec. 16-51. - Hearing If the clerk of the council receives any appeals from the notice specified in section 16-50, the clerk shall set such appeals for public hearing by the city council and shall send written notices of such public hearing to all persons filing such appeals. At the time and place stated in the notices, the city council shall hear and consider all objections to the proposed abatement work. At the conclusion of the hearing, the council shall allow or overrule any objections. (Ord. No. NS-2300, § 3, 9-3-96) Editor's note— Prior to the reenactment of § 16-51 by Ord. No. NS-2300, Ord. No. NS-1235, § 41, enacted Dec. 9, 1974, had repealed § 16-51, which had pertained to hearings and had derived from Code 1952, § 3842.3 and Ord. No. NS-880, § 1, adopted June 5, 1967. Sec. 16-52. - Abatement order —From council At the conclusion of said hearing, the council may order the city public works director to abate said nuisance by entering upon private property to abate and remove the same. (Code 1952, § 3842.4; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 42, 12-9-74; Ord. No NS-2300, § 4, 9-3-96) Sec. 16-53. - Same —Service. The city public works director shall serve by registered or certified mail, return receipt requested, postage prepaid, a copy of said abatement order forthwith upon those persons who have filed written statements of objections. The abatement order shall specify that unless the nuisance is removed and abated within seven (7) days from the date of mailing, said officer will abate the same and will, if necessary, enter upon or into the private property of said person without further notice or liability therefor in order to abate said nuisance. 75A-37 SANTA ANA MUNICIPAL CODE (Code 1952, § 3842.4; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 5, 9-3-96) Sec. 16-54. - Abatement action by city. The city public works director may cause the city's nuisance abatement work force or contractor to enter upon any private property and abate any nuisance found thereon, or in front thereof, provided ten (10) days notice to abate such nuisance shall have been posted or mailed as required by this article, the time allowed by such notice shall have expired, and no person shall have filed a written statement of objections as herein provided within ten (10) days after posting or mailing; in the event objections shall have been duly filed, and overruled by the city council, the city public works director may cause the city's nuisance abatement work force or contractor to enter upon any such private property and, in accordance with the order of the city, abate the nuisance found thereon, or in front thereof. (Code 1952, § 3842.6; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 43, 12-9-74; Ord. No. NS-2300, § 6, 9-3-96) Sec. 16-55. - Cost of abatement. (a) The city public works director shall keep a separate account of the cost of abatement in front of or on each individual lot or parcel of land where abatement work is done. He shall submit to the city manager for confirmation an itemized written report showing such cost. A copy of the report shall be posted for at least three (3) days prior to its submission to the city council on or near the council chamber door with a notice of the time of submission. At the time fixed for receiving and considering the report, the city council may hear the matter or refer it to the hearing officer under the provisions of Chapter 3 of this Code. (b) The city council may, by resolution, establish a standard administrative fee for parcels requiring nuisance abatement work by the city's nuisance abatement work force or contractor. Such fee shall be in addition to the direct cost of the abatement work and shall be in an amount reasonably determined to cover such costs as posting, inspection, contractor supervision, and the like. (c) The city council may, by resolution, also establish a standard charge for additional administrative costs for parcels requiring more than one (1) notice of abatement in any twelve-month period. (Code 1952, § 3842.7; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 44, 12-9-74; Ord. No. NS-2300, § 7, 9-3-96) State Law reference— For authority to abate nuisances, see § 38773, Gov. Code. Sec. 16-56. - Receiving, receipting and billing for cost to city. The city finance director shall receive the amount due on the abatement cost and shall issue receipts at any time after the confirmation of the report. The city finance director may bill the owner of record directly at any time he shall desire. (Code 1952, § 3842.10; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 8, 9-3-96) Sec. 16-57. - Special assessments —Lien. The cost of abatement in front of or upon each lot or parcel of land constitutes a special assessment against that lot or parcel. After the assessment is made and confirmed, it is a lien on the lot or parcel. 75A-38 SANTA ANA MUNICIPAL CODE (Code 1952, § 3842.8; Ord. No. NS-880, § 1, 6-5-67) Sec. 16-58. - Same —Collection procedure After confirmation of a report, a certified copy of the same shall be filed with the county auditor on or before August 10th of each year. The descriptions of the parcels reported shall be those used for the same parcels on the county assessor's map book for the current year. The county auditor shall enter each assessment on the county tax roll opposite the parcel of land. The amount of the assessment shall be collected at the time and in the manner of ordinary municipal taxes. If delinquent, the amount is subject to the same penalties and procedures of foreclosure and sale provided for ordinary municipal taxes. As an alternative method, the county tax collector, in his discretion, may collect the assessments without reference to the general taxes, by issuing separate bills and receipts for the assessments. Laws relating to the levy, collection, and enforcement of county taxes shall apply to such special assessment taxes. (Code 1952, § 3842.9; Ord. No. NS-880, § 1, 6-5-67) Sec. 16-59. - Same —Correction of error. (a) Any assessment erroneously made may be cancelled or reduced so as to correct any error, and the tax paid on account thereof, not including any penalties or interest, may be refunded to the person who paid the same, in accordance with the following procedure: (1) A claim of error may be filed with the clerk of the council at any time before the expiration of one year following April 10th of the tax year in which such assessment appears or would first appear on the tax bill for the affected property. Such claim shall be in writing, in such form and detail as shall be required by the clerk of the council, and shall be verified; (2) Any claim filed shall be forwarded to the city public works director for review and report to the city finance director. If the city public works director shall determine that such assessment was erroneously made, in whole or in part, the city finance director shall request the county board of supervisors to direct the county auditor -controller to correct the tax rolls as to the affected property by removing or reducing the erroneous assessment, and the direction of the city finance director shall be authority for the auditor -controller so to correct the tax rolls. If such assessment shall have been paid, the part determined to be erroneously levied shall be refunded to the person who paid the same, by the city finance director. In lieu of proof otherwise, the city finance director may presume that the persons to whom the abatement cost was assessed were the persons who paid the same; (3) Any claimant whose claim is not favorably acted upon in whole or in part within sixty (60) days after the filing of the same, or whose claim is denied, in whole or in part in writing, by the city finance director, may, within ten (10) days after such denial or after the expiration of such period, appeal such denial or failure to act favorably to the city council pursuant to Chapter 3 of the Santa Ana Municipal Code; (4) If the city council shall find the disputed assessment to be erroneous in whole or in part it may direct the city finance director to correct the assessment accordingly, to cause the tax rolls to be corrected, and to make a refund of any portion of the assessment paid, all in the manner as hereinabove provided for such corrections and refunds; (5) Not later than thirty (30) days after the correction of any assessment or refund of any monies hereinunder, except by direction of the city council, the city finance director shall transmit to the city council a report of such action, together with the report of the city public works director. (b) Whenever the tax rolls have been corrected or a refund has been made hereunder by reason of an erroneous assessment, a corrected written report of the type required by section 16-55, relating to the work for which such erroneous assessment was levied, may be prepared by the officer who 75A-39 SANTA ANA MUNICIPAL CODE prepared the original report. Such report shall show the cost of abatement in front of or on the parcel or lot where the work has been done and shall state that it is proposed to assess such cast against such lot or parcel. A copy of such corrected report shall be mailed to the owner of said lot or parcel as shown upon the current assessment roll. In all other respects, sections 16-56 through 16-58 shall apply to such corrected assessments, except that the time for doing all things herein specified shall relate from the date of confirmation of the corrected assessment. (Code 1952, § 3842.11; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 2, 12-9-74; Ord. No. NS-2300, § 9, 9-3-96) Sec. 16-60. -Violation a public nuisance; remedies Violation of this article is declared to be a public nuisance which may be abated as provided in part 3 of division 4 of the civil code of the state and in chapter 2 of title X of part 2 of the code of civil procedure of the state, which remedy shall be in addition to any other remedy provided in this article or by state law, including section 372 of the penal code of the state. (Code 1952, § 3843; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 10, 9-3-96) Secs. 16-61-16-109. - Reserved. 75A-40 *:I:I1-3111111110 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Vlllegas COUNCILMEMBERS Cecilia Iglesias David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA Planning and Building Agency 20 Civic Center Plaza a P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.ora June 25, 2019 VIA CERTIFIED U.S. MAIL Lance M. Fritz, Chairman, President and Chief Executive Officer Union Pacific Railroad 1400 Douglas Street, 19th Floor Omaha, NE 68179 Union Pacific Railroad c/o C. T. Corporation System, Agent for Service of Process Amanda Garcia Vivian Imperial Gladys Aguilera 818 W. 7th St. Suite 930 Los Angeles, CA 90017 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho ACTING CLERK OF THE COUNCIL Norma Mitre -Ramirez Subject: NOTICE TO CLEAN PREMISES within the City of Santa Ana, CA: - 2516-2540 S. Orange St. (Railroad X-ing # 76125213), train tracks facing south west. - 2541-2555 S. Main (Railroad X-ing # 7612531T); train tracks facing north east. As the property owner of record and responsible party, you are hereby notified that your above - listed properties are in violation of Article III of Chapter 16 of the Santa Ana Municipal Code (SAMC). Specifically, violations of SAMC Section 16-48, as depicted on the attached photos, were noted on June 25, 2019. Section 16-48 prohibits the presence of rubbish and garbage, among other items accumulated upon or in front of the property which may be dangerous or injurious to neighboring properties and negatively impact the health and welfare of residents in the community. Your immediate attention to these conditions is required. SANTA ANA CITY COUNCIL Miguel A. Pulido Juan Villages Vicanle Samliento David Penaloza Jose Scipio vacarn Cecilia Iglesias Mayor Mayor No Tam. Ward 5 Ward 1 Ward 2 Ward 3 Ward 4 Ward 6 moulldoOsanta- go ivilleoas(&santa-anaora Vsamlentonsanta-anaora doenal_.zaie£agla-ana.orp isolodoRsaela-ans.orn ciolesias0santa-anaora 75A-41 In accordance with SAMC Sections 16-49 and 16-50, notice requiring abatement of such conditions within seven (7) days will be posted on your property. As permitted by SAMC Section 16-49(b), this letter shall also serve to provide similar notice that you must IMMEDIATELY take action to eliminate all rubbish and garbage from your property. As the property owner, you are responsible for ensuring the general property maintenance and compliance with all provisions of the Santa Ana Municipal Code. A copy of Article III of Chapter 16 of the Santa Ana Municipal Code is attached for your reference. An inspection of your property will be conducted on or after July 10, 2019 to determine compliance with the Code. Failure to correct the indicated conditions will result in enforcement action against the property, which may include: (1) the City of Santa Ana may abate the conditions, and the cost thereof will be assessed against the land and become a lien thereon; (2) issuance of administrative fines in escalating amounts; (3) the filing of a civil lawsuit; (4) criminal citations; or (5) any combination thereof, in addition to any other remedies allowed by law. Any violation of Chapter 16 of the Santa Ana Municipal Code, constitutes a public nuisance pursuant to SAMC Section 16-60. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. We look forward to your cooperation in this matter and hope that enforcement action is not necessary. Sincerely I Alejandro Rodriguez Code Enforcement Division City of Santa Ana, CA. (714)667-2722 aodriguez 10(&santa-ana. or¢ cc: Alvaro Nunez, Code Enforcement Manager/Planning & Building Agency John Funk, Assistant City Attorney Ryan Hodge, Assistant City Attorney Lupe Valdez, Director Public Affairs Union Pacific Railroad — Southern California 13181 Crossroads Pkwy N., Unit 500 City of Industry, CA 91746 SANTA ANA CITY COUNCIL Migual A. Pulido Juan Yllegas Mcenle sannienlo DayW Penalua Jose solodo Vacanl Cedlla Igle Mayor Mayor Pro Tem. Ward 5 Wad 1 Ward 2 Wad 3 Ward A Wad 6 moulidoMlsanlaanaora iAeoas(alsanlaana.aro v moolento0sarta-ana.ora doenalonDsanlaana ora jsolorio/olsanla-ana oro oolesas(alsanl� 75A-42 Attachments: Notice to Clean Premises (posted copies) Property Maps Photos of Properties and Violations Santa Ana Municipal Code, Chapter 16, Article III SANTA ANA CITY COUNCIL Miguel A. Pulido Juan Villages Yceate Salmienlo DavW Penalow Jose Solaro Vacant Cecilia Igle Maya, Mayor Pru Tem. WSW 5 WSW WSW WSW WSW Waml6 moutieofalsantaana.om Willaassfsanlaana.om vsanrmntoklsanla-ana.oru doenaloz Asantaana oro Isdano(dsanta-anama cidesiasfalsamd 75A-43 The attached document was mailed via Certified and First Class U.S. Mail as follows: Lance M. Fritz, Chairman_ President and Chief Executive Officer Union Pacific Rmlmad 1400 Douglas Street, 19th Floor Omaha, NE 68179 Union Pacific Railroad c/o C. T. Corporation System, Agent for Service of Process Amanda Garcia, Vivian Imperial, Gladys Aguilera 818 W. 7th St Suite 930 Los Angeles, CA 90017 Lope Valdez Director Public Affairs Union Pacific Railroad — Southern California 13181 Crossroads Pkwy N., Unit 500 Citv of Industry CA 91746 7008 0500 0000 5707 6580 7008 0500 0000 5707 6603 7008 0500 0000 5707 6597 75A-44 NOTICE TO CLEAN PREMISES NOTICE IS HEREBY GIVEN to the owner, manager, occupants, or persons having charge or control of the property located at 2516-2540 S. Orange St. (Railroad X-ing # 761252B) that the condition(s) of: RUBBISH and GARBAGE exists/ exist upon the property which is/ are in violation of Article 111, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. The said condition(s) must abated on or before July 10, 2019. If not abated on or before said date, the City of Santa Ana may abate the condition(s) or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. Dated and Posted June 25, 2019 By Alejandro Rodriquez Code Enforcement Division PHONE: 714-667-2722 CODE ENFORCEMENT DIVISION I PLANNING & BUILDING AGENCY CITY OF SANTA ANA 120 CIVIC CENTER PLACE (M-19) POST OFFICE BOX 19881 SANTA ANA, CA. 92702 714-667-27801 www.santa-ana.org/pba 75A-45 PHOTOLOG 2516-2540 S. Orange St. (Railroad Alejandro Rodriguez, Code Enforcement Officer # 761252B) Train tracks facing south west. June 25, 2019 Page I 1 75A-46 1XIII(IMOICI 2516-2540 S. Orange St. (Railroad X-ing # 761252B) Train tracks facing south west. '&L- Alejandro Rodriguez, Code Enforcement Officer June 25, 2019 Page 12 75A-47 PHOTOLOG 2516-2540 S. Orange St. (Railroad X-ing k 76125213) Train tracks facing south west. FRNATE PRO Alejandro Rodriguez, Code Enforcement Officer June 25, 2019 Page 13 75A-48 NOTICE TO CLEAN PREMISES NOTICE IS HEREBY GIVEN to the owner, manager, occupants, or persons having charge or control of the property located at: 2541-2555 S. Main. (Railroad X-ing # 761253H) that the condition(s) of: RUBBISH and GARBAGE exists/ exist upon the property which is/ are in violation of Article III, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. The said condition(s) must abated on or before July 10, 2019. If not abated on or before said date, the City of Santa Ana may abate the condition(s) or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, not later than the date for abatement set forth hereinabove. Dated and Posted June 25, 2019 By Alejandro Rodriquez Code Enforcement Division PHONE: 714.667-2722 CODE ENFORCEMENT DIVISION I PLANNING & BUILDING AGENCY CITY OF SANTA ANA 120 CIVIC CENTER PLACE (M-19) POST OFFICE BOX 1988 1 SANTA ANA, CA. 92702 714-667-27801 www.santa-ana.org/pba 75A-49 PHOTOLOG 2541-2555 S. Main St. (Railroad X-ing # 761 Alejandro Rodriguez, Code Enforcement Officer north east. r June 25, 2019 Page 11 75A-50 PHOTOLOG 2541-2555 S. Main St. (Railroad X-ing # 761253H) Train tracks facing north east. PRIMATE PROPERTY Id Alejandro Rodriguez, Code Enforcement Officer June 25, 2019 Page 12 75A-51 75A-52 SANTA ANA MUNICIPAL CODE ARTICLE III. - GARBAGE, RUBBISH AND WEED CONTROL Sec. 16-46. - Short title. This article shall be known and may be cited as the "Garbage, Rubbish and Weed Control Ordinance" of the city. (Code 1952, § 3840; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71) Sec. 16-47. - Definitions. For the purpose of this article, the following terms, phrases, words and their derivations shall have the meanings given herein, unless the context indicates that a different meaning is intended: Brush. Branches of trees sheared therefrom, a thicket of shrubs, or bushes. City finance director. The executive director of the finance and management services of the city or his or her designated representative. City public works director. The executive director of the public works agency of the city or his or her designated representative. Garbage. Accumulations of animal, fruit or vegetable matter, liquid or otherwise, that attend the preparation, use, cooking, dealing in or storing of meat, fish, fowl, fruit or vegetable. Lot. Any lot, parcel, tract or piece of land, improved or unimproved, including the sidewalk area abutting or adjoining said lot, parcel, tract or piece of land; and the parkways, or areas lying between the curbline and the street line of said adjoining or abutting lot, bounded on the sides by the prolongations in straight lines of the side lines of the lot in front of which such parkway or area exists. Noxious growth. Weeds, vines or brush which bear seeds of a wingy or downy nature, or which attain a high growth as to become a fire menace when dry, or which contain poisonous oils that become dangerous to the life and health of the community. Private premises. Any dwelling, house, building or other structure, designed or used either wholly or in part for private residential purposes, whether inhabited or temporarily or continuously uninhabited or vacant, and shall include any yard, grounds, walk, driveway, porch, steps or vestibule belonging or appurtenant to such dwelling, house, building or other structure. Public place. Any and all streets, sidewalks, boulevards, alleys or other public ways and any and all public squares, spaces, grounds and buildings. Rubbish. Scrap metals, junk, disassembled parts of automobiles or machinery, construction or demolition materials, debris, litter, paper, cardboard, metal cans, glass, cut brush, dead trees, tree limbs and similar materials. Street line. The boundary line between a public street right-of-way and an abutting lot or parcel of land, or between a private street open to public use and an abutting lot or parcel of land. (Code 1952, § 3841; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-2300, § 1, 9-3-96) Editor's note— The editors arranged the definitions alphabetically, to facilitate reference and use. Sec. 16-48. - Noxious growths, rubbish, garbage prohibited; prima facie evidence. 75A-53 SANTA ANA MUNICIPAL CODE No person owning, managing or having control or charge or occupancy of any lot or private premises, shall: (1) Allow noxious growths or growths otherwise dangerous to the life, health, comfort or convenience of the community, to grow or remain upon such lot or private premises; (2) Sow or disseminate, or allow or permit to mature, any noxious growth upon such lot or private premises; (3) Suffer or permit any weeds, grass, rank growth or brush to grow or exist in excess of six inches (6") above the grade in the area of growth; (4) Cause or permit rubbish or garbage to be placed or to exist upon such lot or private property. It is the duty of every such person to prevent such growth or existence. To establish a prima facie Violation of this section, it shall not be necessary to establish any facts except that the accused person owned, managed, or had charge, control or occupancy of a lot or private premises whereon such condition existed or occurred. (Code 1952, § 3842; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71) Sec. 16-49. - Order and notice requiring removal of noxious growths, rubbish, garbage —Time limit; posting, mailing. (a) If and when it shall appear that noxious growths, rubbish or garbage have been placed upon or in front of private property in violation of any of the provisions of this article or of any other provisions of this Code, the city public works director may, by appropriate written order, direct the removal thereof and shall cause notices to be posted upon or in front of such property to the effect that such weeds, vines, shrubs, brush, rubbish or garbage must be removed within seven (7) days from and after the date of such posting. Such notices shall be conspicuously posted on or in front of the property on or in front of which the condition exists, as follows: (1) One (1) notice shall be posted on or in front of each separately owned parcel; (2) Not more than two (2) notices shall be posted to any parcel of fifty (50) to one hundred (100) feet frontage; (3) Notices shall be placed at intervals of not more than one hundred (100) feet, if the frontage of a parcel is greater than one hundred (100) feet, with one (1) notice for each one hundred (100) feet of frontage. (b) In addition to posting such notices, the city public works director may send a similar notice to the owner of the subject property as shown upon any city record, or upon the last equalized tax roll, by depositing such notice in the United States mail; but the failure of the owner to receive such notice shall not affect the power of the city or its officers or employees to proceed as provided in this article. Such notice shall be mailed not less than twenty (20) days prior to the date set for a hearing upon objections. (Code 1952, § 3842.1; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-1476, § 1, 3-12-79; Ord. No. NS-2300, § 2, 9-3-96) Sec. 16-50. - Same —Form of notice. The headings of the notices required by section 16-49 shall be in letters approximately one inch in height. Said notices shall be in substantially the following form: "NOTICE TO CLEAN PREMISES 75A-54 SANTA ANA MUNICIPAL CODE "NOTICE IS HEREBY GIVEN to the owner, manager, occupant or persons having charge or control of the property located at (describe property, e.g., address, assessor's parcel number, physical description) that the condition(s) of (describe violation(s)) exists upon the property which is/are in violation of Article III, Chapter 16 of the Santa Ana Municipal Code, which provides for the elimination of rubbish, garbage, noxious or dangerous growths, growing upon or accumulated upon or in front of property, obstructing the use of sidewalks, parkways or streets or dangerous or injurious to neighboring property or the health and welfare of residents in the vicinity. "The said condition(s) must be abated on or before , 19_. If not abated on or before said date, the City of Santa Ana may abate the condition or cause it to be abated and the costs thereof will be assessed against the land and become a lien thereon. "Any person objecting to the abatement work specified in this notice may appeal by filing a written statement of such objection, specifying the address or description of the property concerned, the reasons for objection, and the name, address, phone number (if any) and status (owner, manager, tenant, lessee, or other) of the person making the objection. All such statements must be filed with the Clerk of the Council, City Hall, 20 Civic Center Plaza, Santa Ana, California, not later than the date for abatement set forth hereinabove." (Code 1952, § 3842.2; Ord. No. NS-880, § 1, 6-6-67; Ord. No. NS-1085, § 2, 10-18-71; Ord. No. NS-1235, § 40, 12-9-74; Ord. No. NS-1476, § 2, 3-12-79) Sec. 16-51. - Hearing. If the clerk of the council receives any appeals from the notice specified in section 16-50, the clerk shall set such appeals for public hearing by the city council and shall send written notices of such public hearing to all persons filing such appeals. At the time and place stated in the notices, the city council shall hear and consider all objections to the proposed abatement work. At the conclusion of the hearing, the council shall allow or overrule any objections. (Ord. No. NS-2300, § 3, 9-3-96) Editor's note— Prior to the reenactment of § 16-51 by Ord. No. NS-2300, Ord. No. NS-1235, § 41, enacted Dec. 9, 1974, had repealed § 16-51, which had pertained to hearings and had derived from Code 1952, § 3842.3 and Ord. No. NS-880, § 1, adopted June 5, 1967. Sec. 16-52. - Abatement order —From council. At the conclusion of said hearing, the council may order the city public works director to abate said nuisance by entering upon private property to abate and remove the same. (Code 1952, § 3842.4; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 42, 12-9-74; Ord. No. NS-2300, § 4, 9-3-96) Sec. 16-53. - Same —Service. The city public works director shall serve by registered or certified mail, return receipt requested, postage prepaid, a copy of said abatement order forthwith upon those persons who have filed written statements of objections. The abatement order shall specify that unless the nuisance is removed and abated within seven (7) days from the date of mailing, said officer will abate the same and will, if necessary, enter upon or into the private property of said person without further notice or liability therefor in order to abate said nuisance. 75A-55 SANTA ANA MUNICIPAL CODE (Code 1952, § 3842.4; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 5, 9-3-96) Sec. 16-54. - Abatement action by city. The city public works director may cause the city's nuisance abatement work force or contractor to enter upon any private property and abate any nuisance found thereon, or in front thereof, provided ten (10) days notice to abate such nuisance shall have been posted or mailed as required by this article, the time allowed by such notice shall have expired, and no person shall have filed a written statement of objections as herein provided within ten (10) days after posting or mailing; in the event objections shall have been duly filed, and overruled by the city council, the city public works director may cause the city's nuisance abatement work force or contractor to enter upon any such private property and, in accordance with the order of the city, abate the nuisance found thereon, or in front thereof. (Code 1952, § 3842.6; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 43, 12-9-74; Ord. No. NS-2300, § 6, 9-3-96) Sec. 16-55. - Cost of abatement. (a) The city public works director shall keep a separate account of the cost of abatement in front of or on each individual lot or parcel of land where abatement work is done. He shall submit to the city manager for confirmation an itemized written report showing such cost. A copy of the report shall be posted for at least three (3) days prior to its submission to the city council on or near the council chamber door with a notice of the time of submission. At the time fixed for receiving and considering the report, the city council may hear the matter or refer it to the hearing officer under the provisions of Chapter 3 of this Code. (b) The city council may, by resolution, establish a standard administrative fee for parcels requiring nuisance abatement work by the city's nuisance abatement work force or contractor. Such fee shall be in addition to the direct cost of the abatement work and shall be in an amount reasonably determined to cover such costs as posting, inspection, contractor supervision, and the like. (c) The city council may, by resolution, also establish a standard charge for additional administrative costs for parcels requiring more than one (1) notice of abatement in any twelve-month period. (Code 1952, § 3842.7; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 44, 12-9-74; Ord. No. NS-2300, § 7, 9-3-96) State Law reference— For authority to abate nuisances, see § 38773, Gov. Code. Sec. 16-56. - Receiving, receipting and billing for cost to city. The city finance director shall receive the amount due on the abatement cost and shall issue receipts at any time after the confirmation of the report. The city finance director may bill the owner of record directly at any time he shall desire. (Code 1952, § 3842.10; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 8, 9-3-96) Sec. 16-57. - Special assessments —Lien. The cost of abatement in front of or upon each lot or parcel of land constitutes a special assessment against that lot or parcel. After the assessment is made and confirmed, it is a lien on the lot or parcel. 75A-56 SANTA ANA MUNICIPAL CODE (Code 1952, § 3842.8; Ord. No. NS-880, § 1, 6-5-67) Sec. 16-58. - Same —Collection procedure After confirmation of a report, a certified copy of the same shall be filed with the county auditor on or before August 10th of each year. The descriptions of the parcels reported shall be those used for the same parcels on the county assessor's map book for the current year. The county auditor shall enter each assessment on the county tax roll opposite the parcel of land. The amount of the assessment shall be collected at the time and in the manner of ordinary municipal taxes. If delinquent, the amount is subject to the same penalties and procedures of foreclosure and sale provided for ordinary municipal taxes. As an alternative method, the county tax collector, in his discretion, may collect the assessments without reference to the general taxes, by issuing separate bills and receipts for the assessments. Laws relating to the levy, collection, and enforcement of county taxes shall apply to such special assessment taxes. (Code 1952, § 3842.9; Ord. No. NS-880, § 1, 6-5-67) Sec. 16-59. - Same —Correction of error. (a) Any assessment erroneously made may be cancelled or reduced so as to correct any error, and the tax paid on account thereof, not including any penalties or interest, may be refunded to the person who paid the same, in accordance with the following procedure: (1) A claim of error may be filed with the clerk of the council at any time before the expiration of one year following April 10th of the tax year in which such assessment appears or would first appear on the tax bill for the affected property. Such claim shall be in writing, in such form and detail as shall be required by the clerk of the council, and shall be verified; (2) Any claim filed shall be forwarded to the city public works director for review and report to the city finance director. If the city public works director shall determine that such assessment was erroneously made, in whole or in part, the city finance director shall request the county board of supervisors to direct the county auditor -controller to correct the tax rolls as to the affected property by removing or reducing the erroneous assessment, and the direction of the city finance director shall be authority for the auditor -controller so to correct the tax rolls. If such assessment shall have been paid, the part determined to be erroneously levied shall be refunded to the person who paid the same, by the city finance director. In lieu of proof otherwise, the city finance director may presume that the persons to whom the abatement cost was assessed were the persons who paid the same; (3) Any claimant whose claim is not favorably acted upon in whole or in part within sixty (60) days after the filing of the same, or whose claim is denied, in whole or in part in writing, by the city finance director, may, within ten (10) days after such denial or after the expiration of such period, appeal such denial or failure to act favorably to the city council pursuant to Chapter 3 of the Santa Ana Municipal Code; (4) If the city council shall find the disputed assessment to be erroneous in whole or in part it may direct the city finance director to correct the assessment accordingly, to cause the tax rolls to be corrected, and to make a refund of any portion of the assessment paid, all in the manner as hereinabove provided for such corrections and refunds; (5) Not later than thirty (30) days after the correction of any assessment or refund of any monies hereinunder, except by direction of the city council, the city finance director shall transmit to the city council a report of such action, together with the report of the city public works director. (b) Whenever the tax rolls have been corrected or a refund has been made hereunder by reason of an erroneous assessment, a corrected written report of the type required by section 16-55, relating to the work for which such erroneous assessment was levied, may be prepared by the officer who 75A-57 SANTA ANA MUNICIPAL CODE prepared the original report. Such report shall show the cost of abatement in front of or on the parcel or lot where the work has been done and shall state that it is proposed to assess such cost against such lot or parcel. A copy of such corrected report shall be mailed to the owner of said lot or parcel as shown upon the current assessment roll. In all other respects, sections 16-56 through 16-58 shall apply to such corrected assessments, except that the time for doing all things herein specified shall relate from the date of confirmation of the corrected assessment. (Code 1952, § 3842.11; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-1235, § 2, 12-9-74; Ord. No. NS-2300, § 9, 9-3-96) Sec. 16-60. - Violation a public nuisance; remedies. Violation of this article is declared to be a public nuisance which may be abated as provided in part 3 of division 4 of the civil code of the state and in chapter 2 of title X of part 2 of the code of civil procedure of the state, which remedy shall be in addition to any other remedy provided in this article or by state law, including section 372 of the penal code of the state. (Code 1952, § 3843; Ord. No. NS-880, § 1, 6-5-67; Ord. No. NS-2300, § 10, 9-3-96) Secs. 16-61-16-109. - Reserved. 75A-58 IN City of Santa Ana: Inspection and Abatement Warrant Date of Invoice: September 25, 2019 Railroad Locations: • 1000-1100 E. Chestnut (Railroad X-ing # 761244J), train tracks facing south; • 1200-1300 E. McFadden (Railroad X-ing # 761245R), train tracks facing north; • 3200-3300 S. Susan Street (Railroad X-ing # 761672F), train tracks facing west; • 3400 W. McArthur (Railroad X-ing # 761664N), train tracks facing northeast • 2516-2540 S. Orange St. (Railroad X-ing # 761252B), train tracks facing southwest. • 2541-2555 S. Main (Railroad X-ing # 761253H); train tracks facing northeast; • 2540-2700 S. Main St. (Railroad X-ing # 761253H), train tracks facing southwest. • 401-501 W. Dyer Rd. (Railroad X-ing # 761683T); train tracks facing northeast. Inspection and Abatement Warrant, execution: • August 15, 2019 • August 22, 2019 • September 5, 2019 City of Santa Ana, encumbered costs: City Staff and Equipment: $41,513.72 Account:0111600257010 75A-59 ,W • CITY OF SANTA ANA • .✓ Finance & Management Services Agency M-87 20 Civic Center Plaza s _ P.O. Box 1964 `tom Santa Ana, CA 92702 Ph: (714) 647-6543 Email: accountsreceivables@santa-ana.org INVOICE Customer: UNION PACIFIC RAILROAD LANCE M FRITZ, CHAIRMAN, PRESIDENT, AND CEO 1400 DOUGLAS ST 19TH FL OMAHA NE 68179 Date: 09/25/2019 Customer No. 35516 Invoice No. MP9 Due Date: 10/25/2019 Description: Balance Forward: CITY STAFF AND EQUIPMENT AUGUST 15-SEPTEMBER 5, 2019 41,513.72 Total Due: $41,513.72 Please remit payment within 30 days to the address referenced below. Past due accounts are referred to a collection agency. CHECK POLICY: It is understood by all persons who wish to write checks to the City that acceptance of checks is conditional upon the satisfactory collection of the check. If a check is dishonored or returned for any reason, the customer will be responsible for paying the full amount of the check that was returned plus the state's maximum allowable processing fee. PLEASE DETACH AND RETURN THIS PORTION WITH REMITTANCE X----------------------------------------------------------------------------------------------------------- � MAIL PAYMENT TO: � CITY OF SANTA ANA M-13 20 CIVIC CENTER PLAZA PO BOX 1964 SANTA ANA CA 92702 --------------------------------------- Customer: 35516 UNION PACIFIC RAILROAD Invoice #: Mpg Due Date: 10/25/2019 Amount Due: $41,513.72 MP00000009000035516000041513728MP7D TIIVLM000355160000415137284 `n r 0 U H OaC a 3 F- z W 2 W H a CD a z a z 0 F- U W m Ln z Na li J a N T N O O ti T O 0 06 06 a io o rn o0 o n n rn N 00 h N N T h h N N T 01 01 01 a h N a 01 V1 l0 V1 01 l0 m N 00 m m m 01 m 0 0 a m ti o a a l0 N m m N N 01 0 a m a l0 Ot Ot a V1 N O T O O O l0 O N O vi io o io io m o o c+i io io a i 0a6 o a o6 io a rn io 0o n rn rn 0000 0000 0000 m Nio m m m a N N N N N N N N V1 V1 l0 V1 a s V1 V1 a a N N l0 h h h N a T N h h h 01 O N l0 l0 l0 N l0 N T 01 01 00 O h h h h N V1 H � rn rn rn rn rn rn rn rn rn rn rn rn rn rn rn rn rn 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COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS AND EXPENDITURES INCUMBERED BY THE CITY FOR WEED, RUBBISH, AND GARBAGE ABATEMENT WITHIN UNION PACIFIC RAILROAD COMPANY RIGHT OF WAY WITHIN THE CITY; AND, MAKING, CONFIRMING, AND LEVYING ASSESSMENTS FOR SUCH COSTS 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. Accumulation of trash, debris and the general lack of property maintenance on railroad properties have become increasingly noticeable to the community and are negatively impacting the health and welfare of the community and residents of the city. To abate the issues, the Code Enforcement Division properly posted and advised the property owner, Union Pacific Railroad Company, to clean their premises at the following locations: • 1000-1100 E. Chestnut Avenue; • 1200-1300 E. McFadden Avenue; • 3200-3300 S. Susan Street; • 3400 W. McArthur Boulevard; • 2516-2540 S. Orange Street; • 2541-2555 S. Main Street; • 2540-2700 S. Main Street; and, • 401-501 W. Dyer Road. B. After the prescribed compliance time had elapsed and compliance had not been obtained, the Code Enforcement Division, through the City Attorney's Office, requested and obtained inspection and abatement warrants from the Orange County Superior Court enabling the City to take necessary abatement measures to address private property maintenance issues within railroad right of way. Resolution 2019-xxx Page 1 of 4 75A-65 C. On August 15, 2019, August 22, 2019, and September 5, 2019, in collaboration with the City's Quality of Life Team, the inspection and abatement warrants were executed. D. Pursuant to Section 16-55 of the Santa Ana Municipal Code, the Code Enforcement Division has submitted itemized reports of the costs associated with the execution of the three (3) inspection and abatement warrants totaling $41,513.72, which includes City staff time and City equipment expenditures. Copies of these reports are on file with the Clerk of the Council, attached as Exhibits 1, respectively, and incorporated by reference as though fully set forth herein. E. The City has given notice as required by law, that the 5th day of November, 2019, at the hour of 5:45 p.m., or as soon as possible thereafter, is fixed as the time, and 22 Civic Center Plaza, Santa Ana, as the place, where any and all persons interested in said report may be heard. F. The City Council of the City of Santa Ana, at said time and place, received, heard, and considered said report and all objections thereto submitted by property owners liable to be assessed for the abatement, and directed such modification of said report as it has deemed necessary. Section 2. Each and every objection to said work and the costs thereof is hereby overruled; Attachment 1 is hereby made and confirmed as an assessment against such lots or parcels, respectively. Said assessments are hereby levied, and shall constitute liens on the respective lots or parcels of real property as shown on said report until paid. Section 3. On September 25, 2019, the City provided the Union Pacific Railroad Company with an invoice seeking payment of the costs associated with the abatement actions, and hereby reserves the right to take any and all legal actions available to collect payment of any unpaid outstanding assessments, as necessary. 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. Resolution 2019-xxx 75A-66 Page 2 of 4 ROH — 10/9/19 ADOPTED this 5th day of November 2019. /_1» CiU9 : 1 0LF� 1 Ee7 a] V di 1 � Sonia R. Carvalho, City Attorney By: _ EjAt:::� an .Hodge Assistant City Attorney /_\7*91 NOES: Councilmembers Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor Resolution 2019-xxx Page 3 of 4 75A-67 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-xxx to be the original resolution adopted by the City Council of the City of Santa Ana on November 5, 2019. Date: Daisy Gomez Clerk of the Council City of Santa Ana Resolution 2019-xxx 75A-68 Page 4 of 4 REQUEST COUNCIL FOR ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: 0 PUBLIC HEARING — ADOPT ORDINANCE TO AMEND PARKING METER RATES AND HOURS OF OPERATION IN THE DOWNTOWN ZONE, AND ADOPT A RESOLUTION TO ALLOW FOR A TWO- HOUR PARKING GRACE PERIOD AT THE FOUR CITY PARKING STRUCTURES LOCATED IN THE DOWNTOWN AREA {STRATEGIC PLAN NO. 3,4131 /s/ Kristine Ridge CITY MANAGER Idx919LVAILVAl21kiU1A1VA"IEel ►1 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For 111111•1►oil ►l1l0.i[•1 FILE NUMBER 1. Adopt an ordinance amending the regular parking meter rates from $1.50 to $2.00 per hour; and establish the hours of parking meter operations from 8:00 a.m. — 10:00 p.m. Monday through Sunday in the Downtown Zone of the Parking Meter District, effective January 1, 2020. 2. Adopt a resolution to direct the City's parking operator, SP Plus, to program parking facility equipment at the four (4) City -owned Parking Structures located in the Downtown area to allow a two (2)-hour parking grace period, effective December 1, 2019. DISCUSSION Santa Ana's downtown parking system consists of approximately 3,234 municipally owned parking spaces. Of these spaces, 1,245 are on -street metered spaces. Downtown on -street meters are designed for short-term parking. Long-term and overflow parking is available through five (5) parking facilities with 1,989 spaces. Specifically, the spaces are located within four (4) facilities which are multi -level parking structures accommodating both transient and monthly patrons and a surface lot that accommodates solely transient patrons. In late 2014, City staff began to assess the conditions of the parking operations. The initial findings indicated an imbalanced pricing model, outdated parking equipment, and a lack of parking 75B-1 Public Hearing — Adopt Ordinance to Amend Parking Rates & Hours November 5, 2019 Page 2 related amenities. Because of the findings, staff conducted parking rate surveys, walk and talk tours, and hosted and attended meetings to engage stakeholders in order to gain a better understanding of the needs of the Downtown. With the collaboration of various Downtown stakeholders, the results led to the formation and adoption of the Downtown Enhancements and Parking Modernization Plan and a governing Ordinance NS-2880 (Ordinance) and Resolution No. 2015-038 (Resolution) adopted by City Council on August 4, 2015. The Ordinance amended parking meter rates from $1.00 per hour to $1.50 per hour in the Downtown Zone and in the Midtown Zone; the Ordinance also established the hours of parking meter operations from 8:00 a.m. — 10:00 p.m. in the Downtown Zone Monday through Saturday, redefined boundaries of the meter zones within the meter district to reflect current parking practices, and modified parking regulations on Fourth Street between Ross Street and Mortimer Street to allow parking from 8:00 a.m. — 4:00 a.m. All revenues received from the amended parking rates funded the Downtown Enhancements and Parking Modernization Plan. Staff is now proposing the adoption of a new Ordinance (Exhibit 1) increasing the parking meter rates by $0.50 within the Downtown Zone including the Third Street and Bush Lot. Additionally, the Ordinance proposes to increase the hours of operation to include Sunday of each week from 8:00 a.m. to 10:00 p.m. within the Downtown Zone. The parking meter rates and hours of operation would remain unchanged within both the Willard and Midtown Zone(s) (Exhibit 3). Two -Hour Grace Period at City Parking Facilities In order to minimize impact for patrons of downtown businesses, staff is proposing to program automated parking equipment at the four (4) City -owned parking facilities located in the Downtown area to allow for a two (2)-hour grace period. The City's parking operator, SP Plus, has estimated that the implementation of a two (2)-hour grace period may result in a potential revenue loss of approximately $113,000. In addition, Staff recommends that the City Manager be granted authority to be able to vary the parking grace period for each of the parking garages as necessary in the future, but not to exceed a two (2)-hour grace period (Exhibit 2). Parking Structures (Garages) Rate Increase: As allowed by Resolution 2015-038, the City Manager has approved an increase to the parking structure rates, effective December 1, 2019, to $1.50 per hour; $10.00 daily maximum; and $50.00 per month for unreserved and $60.00 per month for reserved; the surface lot will remain the same at $1.50 per hour, unless an additional rate increase is approved by the City Council. Successes and Accomplishments with the Adoption of the Downtown Enhancements and Parking Modernization Plan: Listed below are completed projects by Finance and Management Services Agency (FMSA). The list includes projects in progress and operations maintained by FMSA to date related to the Downtown Enhancements and Parking Modernization Plan: 75B-2 Public Hearing — Adopt Ordinance to Amend Parking Rates & Hours November 5, 2019 Page 3 Project Status Revision of Parking Ordinance and Resolution Completed — August 2015 Adjustment of Parking Meter Rates Completed — October 2015 Reduction of Expired Meter Citations Completed — October 2015 DTSA PD Patrol — 4 Dedicated Officers Completed — February 2016 LED Lighting Retrofit — Parking Structures Completed — March 2016 DTSA Lunch Trolley Completed — June 2016 DTSA Security Cameras Completed — August 2016 Public Restrooms — 3rd & Bush Lot Completed — October 2017 Public Murals Installations Completed — December 2017 DTSA Bike Racks Completed — January 2018 Public Restrooms — Plaza Calle Cuatro Completed — November 2018 Parking Operations Office Completed — December 2018 Automated Parking Equipment Completed — January 2019 Bush Parking Lot - EV Charging Station Completed — May 2019 DTSA Landscaping and Clean Team Monthly DTSA 2nd St. Fountain Maintenance Monthly DTSA Holiday Decorations/ Lights Annual DTSA Liaison and Parking Meter Staff Active Modernization of Parking Structures: The off-street parking structures have been significantly upgraded and enhanced. The City has invested in replacing the parking and access revenue control systems (PARCS) with modern and automated equipment replacements. This type of automated equipment will result in substantial savings, as they require decreased staffing levels. Upgrades to the lighting fixtures, elevators, landscaping, and proper signage have all been completed as a part of the enhancement projects. Installation of security cameras in the parking structures have complemented the security presence in the Downtown. Downtown Enhancements and Parkina Modernization Plan - Safety. Staff. Maintenance. Marketing, and Other Amenities Moving Forward: The Downtown Enhancements and Parking Modernization Plan was developed in support of the City's goal to ensure the downtown parking system is being operated, managed, and developed in accordance with stakeholder, professional and technological best practices. Downtown Santa Ana features a dynamic mix of housing, office space, retail, dining, entertainment, and civic attractions and amenities. To continue building on Santa Ana's success and assist the Downtown business zone reach their full potential, it will be necessary to carry on and support the enhancements to the Downtown area by maintaining security cameras, maintenance, marketing, and other amenities. 75B-3 Public Hearing — Adopt Ordinance to Amend Parking Rates & Hours November 5, 2019 Page 4 With recent downtown business and residential growth and substantial mixed -use development, either under construction or near groundbreaking, it is critical that the City continue to effectively allocate resources — including the public parking network — to serve existing and future Downtown needs. As parking demands steadily increase, so does the expense of regulating and maximizing the utility of the City's parking structures and on -street parking spaces. The parking system is financed through the "Parking Enterprise Fund," which captures all parking revenue, including parking citation revenues. The Parking Enterprise Fund provides for cost recovery for day-to-day expenses, such as maintenance and operations, as well as contributions to downtown business groups and programs. Cost increases have outpaced parking revenue, and the modernization improvements depleted the parking fund balance. To continue funding of parking operations, dedicated police officers and contributions to the downtown groups, Staff proposes a meter rate increase of $0.50. RECOMMENDATION: City staff recommends a rate adjustment for the City's on -street parking meters. The rate adjustment will establish the parking meters rate in the Downtown Zone from $1.50 per hour to $2.00 per hour (Exhibit 1). The Willard Zone and Midtown Zone will remain unchanged. Additionally, Staff recommends to expand the hours of operation to include Sunday of each week from 8:00 a.m. to 10:00 p.m. within the Downtown Zone. The stakeholder participants and staff agreed that the recommended parking meter rate adjustment and hours of operations will not take place until January 1, 2020. Furthermore, Staff also recommends the implementation of two-hour grace period to be programmed at the four (4) parking facilities located in the Downtown Zone. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet 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 manage parking that includes innovative strategies to provide parking, create revenue and enhance accessibility in the downtown). FISCAL IMPACT It is estimated that, the proposed meter rate increase will generate an additional $400,000 in annual Parking Enterprise Fund revenue (No. 02710002-53804) to help rebalance the existing fund expenditures. 75B-4 Public Hearing — Adopt Ordinance to Amend Parking Rates & Hours November 5, 2019 Page 5 Implementation of a two-hour grace period may reduce revenue in the following parking structure accounts as follows: • Broadway Structure Parking Enterprise Fund revenue (No. 02710002-53903) - $28,250 • Spurgeon Structure Parking Enterprise Fund revenue (No. 02710002-53904) - $28,250 • Birch Structure Parking Enterprise Fund revenue (No. 02710002-53905) - $28,250 • Main Structure Parking Enterprise Fund revenue (No. 02710002-53906) - $28,250 G1»061TA:I FT" rU11]011]`y9►1.L0KK.1110r�yl Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Proposed Ordinance — Increase City of Santa Ana Parking Meter rates 2. Proposed Resolution — Two (2) Hour Grace Period of Parking 3. Parking Meter District Zones Map SV:WH:AG 75B-5 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 36, ARTICLE VIII OF THE SANTA ANA MUNICIPAL CODE RELATING TO PARKING METERS 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. The City Council is authorized pursuant to section 2508 of the California Vehicle Code, to set parking rates and parking zones; and B. The City Council has determined that a parking meter system is justified to defray the cost of installation, operation, and control, as well as the costs of the other parking management related activities; and C. Revenues from parking meters will be used not only in defraying the expenses of installation, operation, and control of parking spaces and parking meters, but also those incurred in the control of traffic and enforcement of traffic regulations; and D. Revenues from parking meters may also be used to fund alternative transportation programs, projects and enhancements that reduce the demand for, or increase the supply of, parking resources in the parking district in which receipts are generated; and E. The density of the City and the number of people working or visiting the City on a daily basis significantly impacts traffic circulation and parking availability on the City's existing street network and off-street parking facilities; and F. Planned new development and expansion in Downtown Santa Ana together with the OC Streetcar Project currently under construction are likely to increase traffic and parking demand and reduce the number of available on -street parking spaces; and G. The City has conducted stakeholder meetings and rate surveys as part of the Parking Modernization and Downtown Enhancements Plan; and H. The City has designated on -street parking spaces with parking meters in order to regulate and manage traffic circulation and parking availability; and I. The location of and rates for parking directly impact traffic and parking circulation patterns, traffic congestion and other traffic hazards, and parking availability; and Ordinance No. NS-XXX Page 1 of 7 75B-6 J. Adjusting the parking rates as a means of regulating the use of all City parking facilities and resources will distribute the parking load more evenly between residents and visitors, and maximize the utility and use of all City parking facilities and resources, including automation of City owned parking faculties and expansion of operating days and hours, thereby making parking easier, reducing traffic hazards and congestion, and promoting the public convenience, safety, and welfare; and K. Based on the foregoing, it is necessary to amend various sections of the Code various sections of the Code in order to better manage, control, and regulate traffic and parking circulation throughout the City; to improve the City's transportation network in order to promote a more sustainable transportation system; to ensure adequate parking availability for residents, workers, and visitors; to prevent traffic congestion and hazardous traffic conditions; and to promote compliance and facilitate more efficient and effective notice and enforcement, all of which will promote the public health, safety, and general welfare; SECTION 2. The adoption of this ordinance is exempt from the California Environmental Quality Act and a Notice of Exemption will be filed if this ordinance is adopted. SECTION 3. Section 36-398 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 36-398. - Parking meter district; zones and fees. (a) Pursuant to section 22508 of the California Vehicle Code, parking meter districts and parking meter district zones may be established and determined by ordinance of the city council and the boundaries of the parking meter district shall be as follows: Beginning at the intersection of South line of First Street and the Southerly prolongation of the West line of Olive Street, thence Easterly in a direct line to the intersection of the Southerly prolongation of the East line of Spurgeon Street and the Easterly prolongation of the South line of First Street; Thence Northerly in a direct line to the Southeast corner of Spurgeon Street and Third Street; Thence Easterly in a direct line to the intersection of the Southerly prolongation of the East line of French Street and the Easterly prolongation of the South line of Third Street; Thence Northerly in a direct line to the Southeast corner of Fourth Street and French Street; Thence Easterly in a direct line to the intersection of the Southerly prolongation of the East line of Mortimer Street and the Easterly prolongation of the South line of Fourth Street; Thence Northerly in a direct line to the Northeast corner of Sixth and Mortimer Street; Thence Westerly in a direct line to the Northeast corner of French Street and Santa Ana Boulevard; Thence Northerly in a direct line to the intersection of the Easterly prolongation of the North line of Eighth Street and the Northerly prolongation of the East line of French Street; Thence Westerly in a direct line to the Northeast corner of Spurgeon Street and Eighth Street; Thence Northerly in a direct line to the Northeast corner of Washington Avenue and Spurgeon Street; Thence Westerly in a direct line to the Ordinance No. NS-XXX Page 2 of 7 75B-7 Northeast corner of Bush Street and Washington Avenue; Thence Northerly in a direct line to the Northeast corner of Seventeenth Street and Bush Street; Thence Westerly in a direct line to the Northeast corner of Main Street and Seventeenth Street; Thence Northerly in a direct line to the intersection of the Easterly prolongation of the South line of Buffalo Avenue and the Northerly prolongation of the East line of Main Street; Thence Westerly in a direct line to the Southwest corner of Main Street and Buffalo Avenue; Thence Southerly in a direct line to the Northwest corner of Seventeenth Street and Main Street; Thence Westerly in a direct line to the Northwest corner of Broadway and Seventeenth Street; Thence Southerly in a direct line to the Northwest corner of Washington Avenue and Broadway; Thence Westerly in a direct line to the Northwest corner of Flower Street and Washington Avenue; Thence Southerly in a direct line to the Northwest corner of Civic Center Drive and Flower Street; Thence Westerly in a direct line to the intersection of the Northerly prolongation of the West line of Boyd Way and the Westerly prolongation of the North line of Civic Center Drive; Thence Southerly in a direct line to the Northwest corner of Sixth Street and Boyd Way; Thence Westerly in a direct line to the intersection of the Northerly prolongation of the West line of Shelton Street and the Westerly prolongation of North line of Sixth Street; Thence Southerly in a direct line to the Southwest corner of Santa Ana Boulevard and Shelton Street; Thence Easterly in a direct line to the Southwest corner of Flower Street and Santa Ana Boulevard; Thence Southerly in a direct line to the Northwest corner of Third Street and Flower Street; Thence Westerly in a direct line to the intersection of the Northerly prolongation of the West line of Olive Street and the Westerly prolongation of the North line of Third Street; Thence Southerly in a direct line to the intersection of South line of First Street and the Southerly prolongation of the West line of Olive Street, the point of the beginning. (b) Except as otherwise provided in subsection (d), the fee charged for parking in any metered parking spaces in the parking meter district shall be five cents ($0.05) for each three (3) minutes or one dollar ($1.00) per hour. (c) Parking Meter Zones. The following parking meter zones are hereby created within the parking meter district as described in subsection (a): (1) Willard Zone. The boundaries of the 'Willard Zone" shall be as follows: Beginning at the point of intersection of the Northwest corner of Broadway and Civic Center Drive; thence Northerly in a direct line to the Northwest corner of Broadway and Washington Avenue; thence Westerly in a direct line to the Northwest corner of Flower Street and Washington Avenue; thence Southerly in a direct line to the Northwest corner of Civic Center Drive and Flower Street; thence Easterly in a direct line to the Northwest corner of Broadway and Civic Center Drive the point of the beginning. (2) Midtown Zone. The boundaries of the "Midtown Zone" shall be as follows: Beginning at the point of intersection of the Easterly prolongation of the North line of Eighth Street and the Northerly prolongation of the East line of Ordinance No. NS-XXX Page 3 of 7 75B-8 French Street; thence Westerly in a direct line to the Northeast corner of Spurgeon Street and Eighth Street; thence Northerly in a direct line to the Northeast corner of Washington Avenue and Spurgeon Street; thence Westerly in a direct line to the Northeast corner of Bush Street and Washington Avenue; thence Northerly in a direct line to the Northeast corner of Seventeenth Street and Bush Street; thence Westerly in a direct line to the Northeast corner of Main Street and Seventeenth Street; thence Northerly in direct line to the intersection of the Easterly prolongation of the South line of Buffalo Avenue and Northerly prolongation of the East line of Main Street; thence Westerly in direct line to the Southwest corner of Main Street and Buffalo Avenue; thence Southerly in a direct line to the Northwest corner of Seventeenth Street and Main Street; thence Westerly in a direct line to the Northwest corner of Broadway and Seventeenth Street; thence Southerly in a direct line to the Northwest corner of Broadway and Civic Center Drive; thence intersection of the Easterly prolongation of the North line of Eighth Street and Northerly prolongation of the East line of French Street, the point of the beginning. (3) Downtown Zone. The boundaries of the "Downtown Zone" shall be as follows: Beginning at the point of intersection of the South line of First Street and the Southerly prolongation of the East line of Spurgeon Street; thence Northerly in a direct line to the intersection of Spurgeon Street and Third Street; thence Easterly in a direct line to the intersection of the Southerly prolongation of the East line of French Street and the Easterly prolongation of the South line of Third Street; thence Northerly in a direct line to the Southeast comer of Fourth Street and French Street; thence Easterly in a direct line to the intersection of the Southerly prolongation of the East line of Mortimer Street and the Easterly prolongation of the South line of Fourth Street; thence Northerly in a direct line to the Northeast corner of Sixth Street and Mortimer Street; thence Westerly in a direct line to the Northeast corner of French Street and Santa Ana Boulevard; thence Northerly in a direct line to the intersection of the Easterly prolongation of the North line of Eighth Street and the Northerly prolongation of the East line of French Street; thence Westerly along the North line of Civic Center Drive to the intersection of the Northerly prolongation of the West line of Boyd Way and the Westerly prolongation of the North line of Civic Center Drive; thence Southerly in a direct line to the Northwest corner of Sixth Street and Boyd Way; thence Westerly in a direct line to the intersection of the Northerly prolongation of the West line of Shelton Street and the Westerly prolongation of the North line of Sixth Street; thence Southerly in a direct line to the Southwest corner of Santa Ana Boulevard and Shelton Street; thence Easterly in a direct line to the Southwest corner of Flower and Santa Ana Boulevard; thence Southerly a direct line to the Northwest comer of Third Street and Flower Street; thence Ordinance No. NS-XXX Page 4 of 7 75B-9 Westerly in a direct line to the intersection of the Northerly prolongation of the West line of Olive Street and the Westerly prolongation of the North line of Third Street; thence Southerly in a direct line to the intersection of the South line of First Street and the Southerly prolongation of the West line of Olive Street; thence Easterly in a direct line to the intersection of the South line of First Street and the Southerly prolongation of the East line of Spurgeon Street, the point of the beginning. (d) Fees. The parking fees for parking in the parking meter zones as hereinabove described shall be as follows: (1) Willard Zone. The fee charged for parking in any metered parking space within the Willard Zone shall be five cents ($0.05) for each three (3) minutes or one dollar ($1.00) per hour. (2) Midtown Zone. The fee charged for parking in any metered parking space within the Midtown Zone shall be five cents ($0.05) for each three (3) minutes or one dollar ($1.00) per hour. (3) Downtown Zone. The fee charged for parking in any metered parking space within the Downtown Zone shall be five cents ($0.05) for each one and one -half -minutes or two dollars ($2.00) per hour. SECTION 4. Section 36-399 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 36-399. - Hours. (a) Except as otherwise provided in subsection (b) of this section, the provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday and Saturday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (b) In the following parking meter zones effective parking hours shall be as follows: (1) Willard Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday and Friday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice Ordinance No. NS-XXX Page 5 of 7 75B-10 thereof are affixed to specific parking meters. (2) Midtown Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 8:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday and Saturday of each week, except such parking limitations shall not be operative on any legal holiday. Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (3) Downtown Zone. The provisions of this article relating to the operation of parking meters shall be effective only between the hours of 8:00 a.m. and 10:00 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday, Saturday and Sunday of each week, except such parking limitations shall not be operative on any legal holiday_ Further limitations of the hours of operation shall be effective only when appropriate signs giving notice thereof are affixed to specific parking meters. (c) Legal holiday shall be defined as those legal holidays observed by city employees as identified in section 9-135 of the Santa Ana Municipal Code. (d) The executive director of the finance and management services agency or designee is authorized to place signs or markings, on or immediately adjacent to parking meters, prohibiting parking in excess of twelve (12) minutes, fifteen (15) minutes, twenty-four minutes (24), thirty (30) minutes, one (1) hour, two (2) hours, three (3) hours or four (4) hours on any portion of any street within such parking meter district zone, for any time period up to and including twenty-four (24) hours per day. Such restrictions may be limited so as not to apply on specified days. SECTION 5. Severability. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. SECTION 6. Effective Date. This Ordinance after its adoption by the City Council of the City of Santa Ana shall be effective January 1, 2020. Ordinance No. NS-XXX Page 6 of 7 75B-11 ADOPTED this day of , 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Canralho, City Attorney By: �e� Ryan"odgW Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXX Page 7 of 7 75B-12 EXHIBIT 2 0:9011011rEel ►e►i;11ld-91&*D%%QV4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OFSANTAANA ESTABLISHING A PARKING RATE FREE GRACE PERIOD FOR PATRONS OF CITY OWNED PARKING GARAGES AND AUTHORIZING THE CITY MANAGER TOADJUST THE DURATION AND SCHEDULE OF SAID GRACE PERIODS FROM TIME TO TIME 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 conclusively finds, determines and declares as follows: A. The City of Santa Ana owns four (4) parking garages throughoutthe City's downtown area ("Parking Facilities"). B. As owner of the Parking Facilities, and pursuant to Section 36-431 of the Santa Ana Municipal Code, the City Council may by resolution establish parking rates and fix and determine traffic patterns for the movement of traffic on municipally owned or operated parking lots, and when the City Council regularly passes and adopts any resolution for any of said purposes the same shall control the use of the area affected thereby. Said parking rates may include a parking rate free grace period (or periods) for patrons of City parking garages, applicable either jointly to all parking garages or applicable individually to one or more parking garage(s). C. The location of and rates for parking, including parking rate free grace periods, directly impact traffic and parking circulation patterns, traffic congestion and parking availability on a daily basis and during special events. D. Authorizing the City Manager to adjust the duration, up to two (2) hours, and schedule for implementing parking rate free grace periods as a means of regulating the use of all City parking facilities and resources will distribute the parking load more evenly between residents, and visitors, and maximize the utility and use of certain City parking facilities and resources, thereby making parking easier and convenient to customers and reducing traffic hazards and congestion, and promoting the public convenience, safety, and welfare. Section 2. The four (4) City owned parking garages are comprised of the following locations: A Third St. and Broadway (3 levels - 440 Spaces) Resolution No. 2019-XXX Page 1 of 3 75B-13 B. Fifth St. between Bush St. and French St. (4 levels - 700 spaces) C. Third St. and Birch St. (5 levels - 400 spaces) D. Fifth St. and Main St. (7 levels - 400 spaces) Section 3. A maximum two (2) hour free parking grace period shall apply to the parking rate schedules established for parking garage facilities described in Section 2, subsections, A, B, C, and D. Section 4. The City Manager shall have the authority, through a written memorandum to the City Council, to adjust the duration, up to two (2) hours, and schedule for implementing parking rate free grace period time applicable to each individual parking garage facility from time to time based on the City's best interest. Section 5. If there are any conflicts between the parking rate free grace period(s) adopted in this Resolution or authorized to be amended by this Resolution and any parking rates adopted by prior resolution or policy, the parking rate free grace period(s) adopted in this Resolution or authorized to be amended by this Resolution shall take precedence. Section 6. The non -parking rate free grace period provisions as set forth in Resolution No. 2015-038 shall otherwise remain in full effect. Section 7. This Resolution, upon its adoption by City Council shall take effect on December 1, 2019, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2019-XXX Page 2 of 3 75B-14 ADOPTED this day of November 2019. Miguel A. Pulido, Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan C HodVe Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on November_, 2019. Date: Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 3 of 3 75B-15 City of Santa Ana Parking Meter District Exhibit Rates and Hours of Operations j miaow Locations Rate Hours® ■ . $1.00/Hour 8AM-8PM (M-F) $1.00/Hour 8AM-8PM (M-Sat.) $1.50/Hour 8AM-IOPM (M-Sat.) ■ $2.00/Hour* 8AM-IOPM (M-Sun.) ._ *Proposed Rates &Hours — Effective January 1, 2020 $ ■ • �P i. ■■■ nn ar irrx %r u[H s[ ■ :. nw sr■ 8 X El 3.1fl 3 ° _ tmusr w iarry u m o vartnar W CA L._ �2071 w FMP I •