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FULL PACKET_2019-12-03
REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: ORDINANCE SECOND READING: APPROVING DEVELOPMENT AGREEMENT NO. 2018-01 WITH AC 2525 MAIN, LLC AND AMENDMENT APPLICATION NO. 2018-01 TO ESTABLISH SPECIFIC DEVELOPMENT NO. 93 (SD-93) FOR 2525 NORTH MAIN STREET {STRATEGIC PLAN NO. 3,21 /s/Kristine Ridge CITY MANAGER RECOMMENDED ACTION Place ordinances on second reading and adopt. CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ �K•�►nl►tri�.ic•� FILE NUMBER DISCUSSION On November 19, 2019, the following ordinances were introduced for first reading and City Council authorized publication of title by a vote of 4-3: ORDINANCE NO. NS-2979 APPROVING DEVELOPMENT AGREEMENT NO. 2018-01 BETWEEN THE CITY OF SANTA ANA AND AC 2525 MAIN, LLC FOR CERTAIN REAL PROPERTY LOCATED AT 2525 NORTH MAIN STREET, AND ORDINANCE NO. NS-2980 APPROVING AMENDMENT APPLICATION NO. 2018-10 REZONING THE PROPERTY LOCATED AT 2525 NORTH MAIN STREET FROM PROFESSIONAL (P) TO SPECIFIC DEVELOPMENT NO. 93 (SD-93) AND ADOPTING SPECIFIC DEVELOPMENT NO. 93 (SD-93). Ordinance No. NS-2979 approves the development agreement, establishing terms for the development agreement and community benefits including construction of improvements to Santiago Park, 24-hour roving security within the Park Santiago Neighborhood and Santiago Park, traffic calming infrastructure, street light enhancements in Park Santiago, local live -work preference, local sourcing and public art. The Council amended the development agreement to require the owner to install and maintain security fencing under the 1-5 Freeway and Broadway overpass and along the bike trail within Santiago Park at a cost not to exceed $150,000 (Exhibit 1). In addition, the Council approved Ordinance No. NS-2980 to change the zoning designation of the property from Professional to Specific Development No. 93 to allow a 256-unit apartment project and a surface parking lot for the Discovery Science Center (Exhibit 2). 11 A-1 Second Reading: Development Agreement No December 3, 2019 Page 2 2018-01/Amendment Application No. 2018-10 As part of the entitlements for the project, on November 19, 2019 the City Council certified Final Environmental Impact Report No. 2018-01 (SCH No. 2018021031), adopted findings of fact pursuant to the California Environmental Quality Act, adopted a Statement of Overriding Considerations, and adopted the Mitigation Monitoring and Reporting Program for the project. Written comments from Newmeyer & Dillion LLP were submitted both before and at the City Council meeting. A response to the comment letters related to the EIR has been prepared for inclusion in the administrative record (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports Goal No. 3 Economic Development, Objective No. 2 (Create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). Minh Thai Executive Director Planning and Building Agency Exhibits: 1. Ordinance No. NS-2979 2. Ordinance No. NS-2980 3. Response to Newmeyer Dillion LLP letters 11 A-2 EXHIBIT 1 LS 11.19.19 ORDINANCE NO. NS-2979 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO. 2018-01 BETWEEN THE CITY OF SANTA ANA AND AC 2525 MAIN, LLC FOR CERTAIN REAL PROPERTY LOCATED AT 2525 NORTH MAIN STREET WITHIN THE CITY OF SANTA ANA PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 65864, ET SEQ. 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: WHEREAS, the City of Santa Ana ("City") is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process; and WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, the City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies; and WHEREAS, AC 2525 Main, LLC ("Applicant") seeks to develop the Addington Multi -Family Residential Project ("proposed Project"), originally proposed as a 496-unit multi -family project on a 5.93-acre site at 2525 North Main Street in Santa Ana, California ("Project Site'); and WHEREAS, during the entitlement and environmental review process, and in response to comments and concerns raised by the public and the City's elected officials, the Applicant has proposed modifications to the original proposal; and WHEREAS, the Project as currently proposed now entails, among other things, (1) demolition of the existing 81,172 square foot vacant two-story office building and 442-space surface parking lot on the Project Site; (2) redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of residential buildings that would provide 256 for -rent multi -family residential units and a Ordinance NS-2979 Page 1 of 10 #191680 11 A-3 167,253 square foot central parking structure and a 284 space surface level parking lot with residential and commercial parking; (3) approval of Development Agreement No. 2018-01 between the City of Santa Ana ("City") and Applicant; (4) approval of General Plan Amendment No. 2018-06, which would change the Project Site's existing land use designation of Professional & Administration Office (PAO) to District Center (DC); and (5) approval of Amendment Application No. 2018-10, which would change the zoning of the Project Site from Professional (P) to Specific Development No. 93 (SD-93) designation; and WHEREAS, on August 27, 2018, the Planning Commission conducted a work study session to overview the Project and thirty-two (32) verbal comments were received (three (3) in support and twenty-nine (29) in opposition) and nine (9) written comments were received (one (1) in support and eight (8) in opposition); and WHEREAS, on November 26, 2018, the Planning Commission continued a duly noticed public hearing for the project to January 14, 2019 and held a second study session to overview the Project and fifty-eight (58) verbal comments were received (twenty-five (25) in support; thirty-one (31) in opposition and two (2) neutral) and eleven (11) written comments were received (two (2) in support and nine (9) in opposition); and WHEREAS, on January 14, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, seventy-nine (79) members of the public spoke on the item, thirty (30) speakers supported the project, forty-eight (48) opposed it and one speaker was neutral. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission voted to recommend that the City Council does not certify the EIR, adopt the findings, the statement of overriding considerations and the mitigation monitoring and reporting program and deny the Project; and WHEREAS, on February 5, 2019, the City Council conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-one (61) members of the public spoke on the item, thirty-eight (38) speakers supported the project, twenty (20) speakers opposed it and three (3) speakers were neutral and the public hearing was continued to the next regular adjourned City Council meeting on February 19, 2019; and WHEREAS, on February 19, 2019, the City Council continued to conduct a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, one hundred and thirty-one (131) members of the public spoke on the item, twenty-six (26) speakers supported the project and one hundred and five (105) speakers opposed it and one hundred and sixty - Ordinance NS-2979 Page 2 of 10 #19168v1 11 A-4 six (166) written comments were received with nine (9) in support and one hundred and fifty-seven (157) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the City Council voted that the applications go back to the Planning Commission for reconsideration after further consultation with the community; and WHEREAS, in June 2019, the applicant submitted a revised plan consisting of development 347 multi -family units (59 dwelling units per acre), with 642 parking spaces (1.85 parking spaces per unit) and parking capacity at 2.0 spaces per unit, within a 4- story residential building wrapped around a five -level parking structure with an amenity deck on the sixth -level, private open space, and redesigned the intersection of Main Street and Walkie Way/Santiago Park Drive to provide access to the project on a 5.93- acre site (the "June Revised Plan"); and WHEREAS, on August 12, 2019, the Planning Commission conducted a duly noticed public hearing to consider the June Revised Plan. At the meeting, seventy-seven (77) members of the expressed opposition; nine (9) supported the project, and one speaker was neutral. In addition, one -hundred (100) written comments were received with six (6) in support and ninety-four (94) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission vote resulted in an impasse; and WHEREAS, in October 2019, in response to comments received the applicant submitted a further revised plan, including redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of residential buildings that would provide 256 for -rent multi -family residential units and a 167,253 square foot central parking structure and a 284 space surface level parking lot which also reduced the Project's height, increased the Project's setbacks, and modified the Project entrance ("October Modified Project"); and WHEREAS, on October 28, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-two (62) expressed opposition and two (2) in expressed support the project. In addition, ninety-eight (98) individuals submitted comments with ninety-four (94) in opposition and four (4) in support; and WHEREAS, after hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission by a vote of 3:2, voted to recommend denial of the project. Since the entitlements require final action by the City Council, the actions were forwarded to the City Council; and WHEREAS, on November 8, 2019, the City gave public notice of a City Council public hearing for consideration of Development Agreement No. 2018-01 by advertising in the Orange County Register, a newspaper of general circulation, and by mailing to owners of property and residents within 500 feet of the Project; and Ordinance NS-2979 Page 3 of 10 #191680 11 A-5 WHEREAS, on November 19, 2019, the City Council conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and Environmental Impact Report for the Project, at which hearing members of the public were afforded an opportunity to comment upon Development Agreement No. 2018-01; and WHEREAS, entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owner of 2525 North Main Street to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process; and WHEREAS, the Project and the use that the Developer proposes in connection with the Property have been extensively reviewed and considered by the City, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Project will serve the interests of the City; and WHEREAS, the City Council has determined that by entering into the Development Agreement: (i) the City will promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan; and, (ii) significant benefits will be created for City residents and the public generally from increased employment, housing, the installation of security fencing under the Broadway overpass and 1-5 freeway overpass for neighborhood safety, and, parks and/or park improvements; and WHEREAS, Environmental Impact Report No. 2018-01 (State Clearinghouse No. 2018021031) for the proposed Project was circulated between August 7, 2018 and October 4, 2018; and WHEREAS, the Environmental Impact Report analyzed the impacts related to the proposed amendment to the zoning map and adoption of Specific Development No. 93; and WHEREAS, the City and Developer have reached mutual agreement and desire to voluntarily enter into the Development Agreement to facilitate development of the Project subject to the conditions and requirements set forth therein; and WHEREAS, the terms and conditions of the Development Agreement have undergone review by the City Council at a publicly noticed hearing and have been found to be fair, just, and reasonable, and consistent with the General Plan; and Ordinance NS-2979 Page 4 of 10 #19168v1 11 A-6 WHEREAS, the proposed Project will not adversely affect the General Plan, as amended by General Plan Amendment No. 2018-06, as is expressly set forth in the Request for City Council Action dated November 19, 2019 and Request for Planning Commission Action dated October 28, 2019, together with all supporting documents, including but not limited to, proposed resolutions, which are incorporated herein by this reference. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: Section 2. CEQA. The requirements of the California Environmental Quality Act have been satisfied in that a Final Environmental Impact Report and Mitigation Monitoring and Reporting Program have been prepared for the Project, including the Development Agreement. Section 3. GENERAL PLAN CONSISTENCY. Pursuant to California Government Code section 65867.5(b) and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Development Agreement is compatible with the objectives, policies, and general plan land use programs specified in the General Plan for the City of Santa Ana in that: A. The City of Santa Ana has officially adopted a General Plan. B. The land uses authorized by the General Plan Amendment, and the General Plan Amendment itself, are compatible with the objectives, policies, general land uses, and programs specified in the General Plan, for the following reasons: i. The existing General Plan land use designation for the project is Professional and Administrative Office (PAO), which allows business and professional offices uses with a floor area ratio of 1.5. In order to facilitate the construction of a multi -family housing project with a maximum floor area ratio of 1.43, the general plan land use designation is proposed to be changed to District Center (DC), which permits high intensity, mixed -use urban villages and pedestrian -oriented experiences that support mid- to high-rise office centers, commercial activity, and cultural activities with floor area ratios ranging from 0.5 to 5.0. Focusing growth within District Centers and along major corridors reduces the pressure for growth in low density residential neighborhoods. ii. The proposed Project will support several goals/objectives and policies of the General Plan. Housing Element (HE) Goal 2: to create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, Ordinance NS-2979 Page 5 of 10 #191680 11 A-7 and age groups to foster an inclusive community. HE Policy 2.2 District Centers. Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. HE Policy 2.4 to facilitate diverse types, prices and sizes of housing. Housing Element (HE) Goal 4: to provide adequate rental and ownership housing opportunities and supportive services. The Project will provide 256 rental housing units. The amendment will expand the District Center designation and provide a connection between the existing District Centers to the north and south of the site by providing a residential development that will support a mixed -use environment. Land Use (LU) Element Goal 1: to promote a balance of land uses to address basic community needs. LU Policy 1.2 Maintain and foster a variety of residential land uses in the City. LU Policy 4.3 Support land uses which provide community and regional economic and service benefits. LU Policy 4.4 Encourage the development of projects which promote the City's image as a regional activity center. LU Policy 5.5 Encourage development which is compatible with, and supportive of surrounding land uses. LU Policy 5.7 Anticipate that the intensity of new development will not exceed available infrastructure capacity. Land Use (LU) Element Goal 6: to reduce residential overcrowding to promote public health and safety. The Project is within '/2 mile of existing transportation infrastructure such as the Santa Ana (1-5) freeway and State Route 22 (SR 22) highway which provide vehicular access to the region; the Orange County Transportation Agency bus routes along Main Street which connects to the Santa Ana Regional Transportation Center and the Anaheim Regional Intermodal Center which provides rail service throughout California; and the project is immediately adjacent to Santiago Park and the Santiago Creek Bike Trail which connects to regional bike trails. Main Street, a major urban corridor with cultural, educational, employment and retail destinations such as the Bowers Museum, Discovery Science Center, Main Place Mall and in the City of Orange; the Children's Hospital of Orange County and St. Joseph's Hospital of Orange County. Therefore, the residential development Ordinance NS-2979 Page 6 of 10 #191680 11 A-8 and parking lot would be within close proximity to major employment centers and retail establishments. The Project will also provide an additional housing option for those seeking housing within the jobs rich northern area of the City. The multi -storied development will complement the nearby mid -rise office buildings located along Main Street to the north and west of the site. Although the density will be higher than the adjacent single-family residential neighborhood, the residential use is consistent with the residential uses to the east and south. In addition, multi -family uses are often used in planning and zoning practice to buffer higher intensity uses like commercial or industrial uses from single-family residential uses. Urban Design (UD) Element, Goal 1: to improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. UD Policy 1.1. New development and redevelopment must have the highest quality design, materials, finishes and construction. UD Policy 1.11 Visual and physical links between districts, nodes, and significant sites, landmarks and other points of interest, are to be provided in all public and private projects. The residential buildings are of high quality design and include high quality materials such as stone veneer, brick veneers, metal panels, and canopies. The building is designed with courtyards and landscaped areas to reduce the mass of the building. The Project has street frontage on Main Street which is identified as a major path in the General Plan and supports the North Main Street Node described as an opportunity for the establishment of a cohesive, height intensity, mixed activity center with a strong presence in the region. The setback along the east side of the project has been increased to 90 feet and the setback from Edgewood Road has been increased to 134 feet to minimize impacts to the neighboring single-family residences. The new development will include public art and convey a sense of place and contribute to the urban image for the City along a street corridor that includes regional, local and cultural landmarks. The development will be in scale with the buildings along Main Street to the north and west of the site. In addition, the Urban Design Element of the General Plan identifies the site as a Gateway; the Project promotes elements of a Gateway by developing the site with a building with attractive architectural features, projecting a positive image for the City of Santa Ana. C. The proposed Development Agreement will not adversely affect the public health, safety, and welfare in that the Development Agreement will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. Ordinance NS-2979 Page 7 of 10 #19168v1 11 A-9 Section 4. The Development Agreement, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, is hereby recommended for City Council approval. Section 5. The Development Agreement shall not be effective unless and until Resolution No. 2019-_ (Environmental Impact Report No. 2018-01), Resolution No. 2019- ___(General Plan Amendment No. 2018-06) and Ordinance No. NS-2980 (Amendment Application No. 2018-10) are adopted and become effective. If said resolution and Development Agreement are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then the Development Agreement shall be null and void and have no further force and effect. Section 6. INDEMNIFICATION. The Developer 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, and other and 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 Developer 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 Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. Section 7. SEVERABILITY. If any section, subsection, sentence, clause, phrase or portion of this ordinance for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Ordinance NS-2979 Page 8 of 10 #191680 11A-10 Section 8 . CITY COUNCIL ACTION. The City Council hereby takes the following action: 1. The City Council approves Development Agreement No. 2018-01, attached hereto and incorporated herein as Exhibit A, as follows: A. The Development Agreement shall not take effect unless and until Environmental Impact Report No. 2018-01 is certified by the City Council, and General Plan Amendment No. 2018-06 and Amendment Application No. 2018-10 are each approved by the City Council. Section 9. EXECUTION OF ORDINANCE. The Mayor shall sign this Ordinance and the Clerk of the Council shall attest and certify to the adoption thereof. ADOPTED this APPROVED AS TO FORM: Sonia R. Carvalho City Attorney B Lisa Storck Assistant City Attorney AYES: day of Councilmembers NOES: Councilmembers ABSTAIN: NOT PRESENT Councilmembers Councilmembers 411W61 Miguel A. Pulido Mayor Ordinance NS-2979 Page 9 of 10 #191680 11A-11 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-2979 to be the original ordinance adopted by the City Council of the City of Santa Ana on 2019 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 NS-2979 Page 10 of 10 #19168v1 11A-12 EXHIBIT A RECORDED AT REQUEST OF AND WHEN RECORDED RETURN TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attention: Clerk of the Council Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO.2018-01 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA ANA and AC 2525 MAIN, A CALIFORNIA LIMITED LIABILITY COMPANY ??39400001 31i319Z13 1 1 A-1 3 DEVELOPMENT AGREEMENT NO. 2018-01 This Development Agreement (hereinafter "Agreement") is entered into as of this _ day of 2019 by and between the City of Santa Ana, California (hereinafter "CITY"), and AC 2525 Main, a California limited liability company (hereinafter "OWNER"): RECITALS: WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code; and WHEREAS, This Agreement constitutes a current exercise of CITY'S police powers to provide predictability to OWNER in the development approval process by vesting the permitted uses, density, intensity of use, and timing and phasing of development consistent with the Development Plan in exchange for OWNER'S commitment to provide significant public benefits to CITY as set forth in Section 4, below. WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, the best interests of the citizens of the City of Santa Ana and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, the City Council hereby finds and determines that this Agreement is of major significance because it will enable the CITY to fund much needed capital improvements and provide much needed public services and will therefore also have a major, beneficial economic impact on the City; and WHEREAS, the provision by OWNER of the public benefits allows the CITY to realize significant economic, recreational, park, open space, educational, social and public facilities benefits. The public benefits will advance the interests and meet the needs of Santa Ana residents and visitors to a significantly greater extent than would development of the Property without this Agreement. WHEREAS, the physical effects, if any, of the Project and this Agreement have been analyzed pursuant to California Environmental Quality Act as amended to date and as documented in the Final Environmental Impact Report entitled "Magnolia at the Park Multi -Family Residential Project" (State Clearinghouse House No. 2018021031 and City of Santa Ana DP No. 2017.34); and WHEREAS, this Agreement and the Project are consistent with the Santa Ana General Plan and any specific plan applicable thereto; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which ;;31)4MW 31ii31%7.13 11 A-14 development agreements under Section 65864, et seq. of the Government Code are intended; COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.I .l "Agreement" means this Development Agreement. 1.1.2 "CITY" means the City of Santa Ana, a charter city and California municipal corporation. 1.1.3 "City Council" means the duly elected city council of the City of Santa Ana. 1.1.4 "Commencement Date" means the date the Term of this Agreement commences. 1.1.5 "Development" means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development" does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.6 "Development Exaction" means any requirement of CITY in connection with or pursuant to any Land Use Regulation or development approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.7 "Development Impact Fee' a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park "in lieu" fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals, or fees collected under development agreements adopted pursuant to Article 25 of the Government Code (commencing with Section 65864) of Chapter 4. 1.1.8 "Development Plan" means the plan for development of the Property as set forth in Exhibit "C". -7- i.3U, 00002 31 i,3187.13 11 A-15 1.1.9 "Discretionary Action(s)" or "Discretionary Approval(s)" means an action which requires the exercise of judgment, deliberation or discretion on the part of the City, including any board, agency, commission or department and any officer or employee thereof, in the process of approving or disapproving Development of the Project, as distinguished from an activity which is defined herein as a Ministerial Pennit or Ministerial Approval. 1.1.10 "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective. 1.1.11 "Existing Land Use Regulations" means all ordinances, laws, resolutions, codes, rules, regulations, policies, requirements, guidelines or other actions of City, including but not limited to the provisions set forth in the City's General Plan, Municipal Code which affect, govern or apply to the Development of the Project and use of the Property in a manner consistent with this Agreement, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property, subject to the terns of this Agreement, whether adopted by the City Council or the voters in an initiative, which are in effect on the Effective Date, pursuant to California Government Code Section 65866. 1.1.12 "Existing Project Approvals" means all Project Approvals approved or issued on or before the Effective Date. 1.1.13 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property. "Land Use Regulations" does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes (special or general) and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain. l .l .14 Rcsen cd. 1.1.15 "OWNER" means the persons and entities listed as OWNER on page 1 of this Agreement and their successors in interest to all or any part of the Property. 5;394(XKK12 31;;3147 13 11 A-16 1.1.16 "Ministerial Approvals(s)," or "Ministerial Act(s)" means any approval or act that is not a Discretionary Approval. 1.1.1 7 "Mortgagee' means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender, and their successors and assigns. l .1 .18 "Project" means the development of the Property located at 2525 Main Street, Santa Ana, CA, contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.19 "Project Approvals" means all site -specific (meaning specifically applicable to the Project only and not generally applicable to some or all other properties within the City) plans, maps, permits, and entitlements to use of every kind and nature that are sought or agreed to in writing by OWNER in its sole and absolute discretion to Develop the Project and that have been approved by the City. Project Approvals include, but are not limited to, general plan amendments, site plans, tentative and final subdivision maps, design guidelines, variances, zoning designations, conditional use permits, grading, building, and other similar permits, the site -specific provisions of general plans, environmental assessments, including environmental impact reports and negative declarations. 1 .1 .20 "Property" means the real property described on Exhibit "A" and shown on Exhibit "B" to this Agreement. 1.1.21 "Public Benefit" refers to those benefits provided to the CITY and the community by OWNER pursuant to Section 4 below. 1.1.22 "Reservation of Rights" means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.3 of this Agreement. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit "A" — Legal Description of the Property Exhibit "B" — Map showing Property and its location Exhibit "C" — Development Plan Exhibit "D" — Development Impact Fees Exhibit "E" - Development Impact Fee Credits Exhibit " F" — Santiago Park Access Rights Exhibit "G" — Santiago Park Improvements Exhibit "H"— Park Santiago Patrol Area Map Exhibit "I" — Conditions of Discretionary Approvals -4- 55394.00002 31553187_13 1 1 A-1 7 Exhibit "J"— Safety Fencing 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out in accordance with the terms of the Development Plan and this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to, or has an equitable interest in, the Property or a portion thereof. 2.3 City Council Findings. The City Council finds that: 2.3.1 This Agreement is consistent with the CITY'S General Plan. 2.3.2 This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, enhances effective utilization of resources within the City. 2.3.3 This Agreement provides public benefits beyond those which are necessary to mitigate the development of the Project. 2.3.4 This Agreement strengthens the public planning process, encourages private participation in comprehensive planning and reduces costs of development and government. 2.3.5 The best interests of the citizens of the CITY and the public health, safety, and welfare will be served by entering into this Agreement. 2.4 Tenn. The term of this Agreement shall commence on the date (the "Commencement Date") that is the Effective Date, and shall continue for a period of four (4) years thereafter, unless this tern is modified or extended pursuant to the provisions of this Agreement. Thereafter, the OWNER shall have no vested right under this Agreement, regardless of whether or not OWNER has paid any Development Impact Fee. 2.4.1 The Term of this Agreement may be extended upon the mutual written agreement of the City's City Manager and the OWNER for no more than two (2) additional consecutive one (1) year periods ("Extension Term"). Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Development Agreement Period exceed 2160 consecutive calendar days from the Effective Date. Prior to the City granting each Extension Term: (a) OWNER shall demonstrate to the City Manager's reasonable satisfaction that OWNER has and will continue to diligently pursue the development of the Project; -5- ;;,ya t»llu,] I I i53I 7.' 3 11 A-18 (b) OWNER shall pay to the City Fifty Thousand Dollars ($50,000) to partially compensate the City for the significant lost revenue to be received by the City had the Project been completed. 2.4.2 If any party other than OWNER initiates litigation that challenges the Project or the Existing Project Approvals, the OWNER will have the right to toll commencement of the Tenn and any obligations of OWNER under the Agreement during the period of such litigation. The tolling shall commence upon receipt by the City of written notice from OWNER invoking this right to tolling. The tolling shall terminate when (1) a final order is issued in said litigation that upholds the Project and the Existing Project Approvals or (2) the litigation is dismissed with prejudice by all Parties; whichever occurs first. 2.5 Assignment. 2.5.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of ft,:kghts, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property to which such rights or interests apply. Any sale, transfer or assignment shall require the consent of the City which shall not be unreasonably withheld, conditioned, or delayed. (b) Concurrent with any such sale, transfer or assignment, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement ("Assignment and Assumption Agreement"), in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of OWNER under this Agreement, including, without limitation, the covenants not to sue and waivers contained in Sections 7.2 and 8.4 hereof: (c) OWNER shall provide CITY with such information reasonably requested by CITY that demonstrates such transferee or assignee has sufficient development experience and financial capability to complete the Project and perform all obligations assumed. (d) Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute default by Owner under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.5.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. (e) The Executive Director for the Planning and Building Agency shall have the administrative authority to determine that OWNER has complied with the above conditions. Such determination shall not be unreasonably withheld or delayed. -6- 5539400002;Iii,18713 11A-19 2.5.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement with respect to the transferred Property or any transferred portion thereof, unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property subject to the transfer. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.5. l above. (d) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by OWNER to secure perfonnance of its obligations hereunder. 2.5.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.5.4 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project, prior to the issuance of final approval for occupancy or the certificate of occupancy for any portion of the Project. 2.5.5 Sale to Public and Completion of Construction. The provisions of Subsection 2.5.1 shall not apply to the sale or lease (for a period longer than one year) of any lot that has been finally subdivided and is individually (and not in "bulk") sold or leased to a member of the public or other ultimate user. This Agreement shall tenninate with respect to any lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: (a) The lot has been finally subdivided and individually (and not in "bulk") sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and (b) City final approval for occupancy or the certificate of occupancy has been issued for a building on the lot, and the fees for such lot set forth in this Agreement have been paid. 2.6 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.7 Termination. This Agreement shall be deemed tenninated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated Tenn of this Agreement as set forth in Section 2.4. -7- iiW4O1N10131553ISTB 11 A-20 (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (1) Within five (5) days of receipt of a referendum petition by the CITY, OWNER shall deposit Fifty Thousand Dollars ($50,000) ("Referendum Deposit") with the CITY. CITY may use the funds to pay any and all costs associated with the said referendum measure. If at any time the Referendum Deposit account has Five Thousand Dollars ($5000) or less remaining, Developer shall, within three (3) days of receiving notice from the CITY, deposit with the City additional funds as requested by the CITY to cover all costs and expenses associated with processing the referendum and holding the related election. Following certification of the election results, any funds remaining in the Referendum Deposit account shall be returned to the OWNER. (d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits, final approval for occupancy by the City, and acceptance by CITY or applicable public agency of all required dedications. (e) Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement. Upon such termination, any Development Impact Fees paid by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY. 2.8 Notices. (a) As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (it) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: City Clerk 20 Civic Center Plaza, 8"' Floor PO Box 1988 M-30 Santa Ana, Ca 82702 Copy to: City Manager City Attorney -8- ii19d_000U' 11;51IV 11 11 A-21 Executive Director of Planning and Building Agency If to OWNER: AC 2525 MAIN, LLC 240 Newport Center Drive, Suite 200 Newport Beach, CA. 92660 Attn: Manager Telephone: ( Facsimile: [ (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservation of Rights, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement. Except as expressly provided otherwise herein, the Project shall remain subject to all Existing Land Use Regulations and Development Approvals. Except as otherwise provided in this Agreement, and notwithstanding the authority of the CITY to further revise the Land Use Regulations pursuant to Government Code section 65866, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Land Existing Use Regulations and Development Approvals. OWNER shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations and Development Approvals. In connection with any subsequently adopted Project Approvals and except as specifically provided otherwise herein, CITY may exercise its discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement, including, but not limited to, the Reservation of Rights. CITY shall accept for processing, review and action all applications for subsequent Project Approvals, and such applications shall be processed in the same manner and the CITY shall exercise its discretion, when required or authorized to do so, to the same extent it would otherwise be entitled in the absence of this Agreement. 3.3 Reservation of Rights. _9_ ?,39J.IIIIINI2 315,3197,11 11 A-22 3.3.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following regulations shall apply to the development of the Property: (a) Processing fees and charges of every kind and nature imposed by CITY to cover the actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations, policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the CITY, including, without limitation, the CITY's Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. (d) Regulations imposing Development Exactions; provided, however, that no such Development Exaction adopted after the Effective Date shall apply to development of the Property under this Agreement unless agreed to by OWNER. In the event any such subsequently adopted Development Exaction, agreed to by OWNER, fulfills the same purposes, in whole or in part, as the fees set forth in Section 4 of this Agreement, CITY shall allow a credit against such subsequently adopted Development Exaction For the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations that may be in material conflict with this Agreement but that are reasonably necessary to protect the residents of the project or the immediate community from a condition perilous to their health or safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations that are not in material conflict with this Agreement or the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations that are in material conflict with the Development Plan; provided OWNER has given written consent to the application of such regulations to development of that Property in which the OWNER has a legal or equitable interest. (h) Regulations that impose, levy, alter or amend fees, or charges relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking. (i) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by CITY. 3.3.2 Subsequent Project Approvals. This Agreement shall not prevent CITY, in acting on subsequent Project Approvals and to the same extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not materially conflict with this Agreement. -10- 53394 A)OU'- 31553187,13 11 A-23 3.3.3 Modification or Suspension by State or Federal Law. In the event that State, County or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.3.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power that cannot be or are not expressly so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority that cannot be or is not by this Agreement's express terms so restricted. 3.4 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY may possess authority to regulate aspects of the development of the Property separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 3.5 Timing of Development. Because the Cali forma Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that case to provide for the timing of development resulted in a later - adopted initiative restricting the timing of development to prevail over the parties' agreement, it is the specific intent of the Parties to provide for the timing of the Project in this Agreement. To do so, the Parties acknowledge and provide that OWNER shall have the right, but not the obligation, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub -phases as Owner deems appropriate in its sole subjective business judgment 3.6 Conditions, Covenants and Restrictions 3.6.1 OWNER shall have the ability to reserve and record such covenants, conditions, and restrictions (CC&Rs) against the Property as OWNER deems appropriate, in its sole and absolute discretion. Such CC&Rs may not conflict with this Agreement or the General Plan. Before recording any CC&Rs, OWNER shall provide a copy of the CC&Rs to the CITY for review and approval by the City Attorney, whose approval shall not be unreasonably withheld. 3.6 2 The City Attorney's review shall be limited to determining if the CC&Rs substantially comply with this Agreement and Project's conditions of approval as approved by the City Council and that the CC&Rs incorporate and reference the following information regarding the approved development: (a) The Parking Management Plan (b) The Overcrowding Mitigation Implementation Plan (c) The Property Maintenance Plan ;;304 YYW l l i;1187. i 1 11 A-24 (d) The project Conditions of Approval 3.6.3 Within thirty (30) days after receiving a copy of the proposed CC&Rs from OWNER, the City Attorney shall provide OWNER with either (i) a statement that the CC&Rs comply with this Agreement ("CC&R Approval") or (ii) written comments identifying each aspect of the CC&Rs which the City Attorney believes not to be in compliance with this Agreement (a "Statement of Non -Compliance"). If the City Attorney fails to provide OWNER with either CC&R Approval or a Statement of Non -Compliance within thirty (30) days following a written request by OWNER, City shall be deemed to have approved the CC&Rs and OWNER may record the CC&Rs against the Property. If the City Attorney provides a Statement of Non -Compliance, OWNER shall have thirty (30) days in which to respond to the Statement of Non -Compliance. Upon submittal of OWNER'S response, the procedure described above for the initial submittal and City Attorney review of proposed CC&Rs shall again be followed. This procedure shall be followed until OWNER either (1) receives CC&R Approval, (2) submits the compliance issues to binding arbitration pursuant to the rules of the American Arbitration Association, (3) files an action for declaratory relief in Orange County Superior Court seeking a judicial determination of the compliance of the proposed CC&Rs, or (4) agreement is otherwise reached between the Parties allowing for the recording of the CC&Rs. The CC&Rs may run with the land and bind OWNER'S successors and assigns. Except as provided above, any dispute between the Parties regarding the CITY'S approval or rejection of the CC&Rs shall be subject to immediate and binding arbitration pursuant to the rules of the American Arbitration Association. 3.7 Moratoria. Except as specifically set forth in this section, City agrees that no moratorium or other similar limitation (whether relating to the rate, timing, or sequencing of the development of the Project or any part thereof and whether or not enacted by local initiative or otherwise) affecting subdivision/tract maps, grading or building permits, occupancy certificates, or other entitlements approved, issued, or granted within the City, after the Effective Date of this Agreement, shall apply to the Project. OWNER acknowledges and agrees that the provisions hereof shall not preclude the application to the Project of a moratorium or other similar limitation (of the type described in the preceding sentence) enacted in order to protect an imminent threat to the public health or safety. 3.8 Development Agreement/Project Approvals. In the event of any inconsistency between any Existing Land Use Regulation and a Project Approval, the provisions of the Project Approval shall control. In the event of any inconsistency between any Existing Land Use Regulation, any Project Approval and this Agreement, the provisions of this Agreement shall control. 3.9 LEED Certification. OWNER shall design and construct the building to achieve not less than a Leadership in Energy and Environmental Design ("LEED") Silver Standard equivalent. OWNER shall focus design efforts to ensure the Project meets the environmental needs of the community, as well as, the Project, itself, maintains an eco-friendly design. It is anticipated the Project will include, but is not limited to, drought tolerant landscaping and irrigation systems, solar and EV systems, and reclaimed water. -I2- 55394,00007 3155137 13 11 A-2 5 4. PUBLIC BENEFITS. 4.1 Intent. The Parties acknowledge and agree that development of the Property will result in substantial public needs that will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER that should be balanced by commensurate public benefits. 4.2 Public Benefits. OWNER has committed by this Agreement to contribute to the acquisition, construction and maintenance of certain "Public Benefits" as provided below 4.2.1 CITY Facilities. OWNER shall provide the following benefits towards the acquisition, construction and maintenance of the CITY Facilities, as follows: (a) Public Art. OWNER shall create, install, and maintain a public art project with a value equivalent to one-half of one percent (0.5%) of the total construction cost of the Project. Total construction cost shall mean all design, engineering and construction costs. OWNER shall prepare and submit to the City, no later than one hundred eighty (180) days before final approval for occupancy or the issuance of a certificate of occupancy, a public art plan that is consistent with Chapter 15 of the Citywide Design Guidelines, Public Art Guidelines. The approved art shall be installed prior to final approval for occupancy or the issuance of a Certificate of Occupancy for the Project. (b) Santiago Park Improvement Construction. At the City's determination, Owner shall manage and construct the Santiago Park Phase II Park Improvements ("Park Improvements") subject to review and approval by the City. The Park Improvements shall include, but are not limited to design, engineering, permitting, construction, and installation of irrigation, landscaping, security lighting and bike trail enhancement, as described in more detail on Exhibit G. The total expenditure for the Park Improvements shall not exceed One Million Four Hundred Thousand Dollars ($1,400,000) ("Phase II Expenditure"). The State Coastal Conservancy has notified the City that it has allocated up to Two Hundred Fifty Thousand Dollars ($250,000) for the Design of the Park Improvements. If and when the City receives the funds, in the event that the Design work for the Park Improvements is less than Two Hundred Fifty Thousand Dollars ($250,000), the City at its sole discretion, may make a request to State Coastal Conservancy, and if approved by the Agency, the City will apply the excess grant funds to construction as part of the City's contribution to the Park Improvements. Owner shall be responsible for all aspects of the Park Improvements. Prior to issuance of permits, City shall have the rights to review, approve, and accept the design and material quality of the Park Improvements. Owner shall complete the Park Improvements in a timely fashion, by the earlier of 36 months following issuance by the City the first building permit for the construction of the Development, or prior to issuance of final approval of occupancy for the Development. Following completion of the Park Improvements, and no later than three years from the issuance of a notice of acceptance of Park Improvements, City shall reimburse Owner an amount equal to fifty percent (50%) of the total cost of the Park Improvements, up to Seven Hundred Thousand Dollars -13- SSI'M,000211SSIt3 [} 11A-26 (S700,000) (`Reimbursement Amount") for actual, third party costs associated with the Park Improvements. IF DETERMINED TO BE APPLICABLE BY THE CITY, OWNER HEREBY ACKNOWLEDGES, CONSENTS AND AGREES THAT THE PARK IMPROVEMENTS ARE A PUBLIC WORK PURSUANT TO LABOR CODE SECTION 1720 ET. SEQ. AND THAT LABORERS RESPONSIBLE FOR THE CONSTRUCTION, INSTALLATION OR OPERATION OF THE PARK IMPROVEMENTS MUST BE PAID THE PREVAILING PER DIEM WAGE RATE FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE OF CALIFORNIA, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. THE OWNER AGREES WITH THE CITY THAT THE OWNER SHALL ASSUME THE RESPONSIBILITY AND BE SOLELY RESPONSIBLE FOR THE PAYMENT OF LABORERS EMPLOYED RELATIVE TO THE CONSTRUCTION, INSTALLATION OR OPERATION OF THE PROJECT AT THE PREVAILING PER DIEM WAGE RATE FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE OF CALIFORNIA, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. THE DEVELOPER, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND ASSIGNS, WAIVES AND RELEASES THE CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO LABOR CODE SECTION 1781. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 5.8, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED IIIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY INITIALING BELOW, THE OWNER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THISX ION 5.8: eloper's Initials ADDITIONALLY, THE DEVELOPER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, PURSUANT TO SECTION 8 AGAINST ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1720 ET. SEQ., INCLUDING BUT NOT LIMITED TO SECTION 1781, ARISING FROM THIS AGREEMENT OR THE CONSTRUCTION, INSTALLATION OR OPERATION OF ALL OR ANY PORTION OF THE PARKIMPROVEMENTS_ i_i394.00002\t 1553187,13 (c) Park Santiago Neighborhood Benefits. OWNER has met with residents of Park Santiago and has agreed to provide the following amenities: -14- 11 A-27 (1) Limited access to onsite amenities in a manner to be determined by OWNER as reasonably acceptable to Planning and Building Agency Executive Director. (2) Security patrol in the residential neighborhood and Santiago Park a. Patrol area: Project, Park Santiago and Park Santiago area as depicted on attached Exhibit "H" b. Type of patrol: Periodic roving security twenty four (24) hours a day. C. Term: 55 years subject to annual review during which review it may be determined that such term shall end earlier. (d) Park Santiago Public Improvements and Traffic Calming. Subject to the approval by the Executive Director of Public Works Agency and the Executive Director of Planning and Building Agency and meeting City design specifications and standards, OWNER shall design and construct the public improvements identified below prior to final approval for occupancy or the issuance of a Certificate of Occupancy. Owner shall be solely responsible for all aspects of the public improvements including, but not limited to, the analysis, design, engineering, construction and inspection/administration of: (1) Santiago Park neighborhood improvements at up to three locations on Edgewood and/or Bush Street to achieve traffic calming. Improvements may be based on input from the Santiago Park Neighborhood Association and may include, but not be limited to, bulb -outs, traffic circles and medians within the neighborhood streets. (2) Street lighting enhancements by replacing all existing non LED light and/or fixture with LED light and/or fixture throughout the Santiago Park Neighborhood. (3) A street light at the Santiago Park Drive / Main Street intersection. (4) Decorative concrete pavement within the intersection of Main Street/Walkie Way and Main Street/Santiago Park Drive. 4.2.2 R. Safety Fencing. OWNER shall, at its sole cost and expense, in an amount not to exceed $150,000.00, install and maintain security fencing under the I-5 freeway and Broadway overpass for neighborhood safety (see Exhibit J - Safety Fencing). City shall approve the design and materials for such security fencing prior to installation. 4.2.3 Graffiti Removal. OWNER shall also install and maintain graffiti protection on new surfaces and shall, within 24 hours of discovery of graffiti, cause it to be removed and associated restorations completed throughout the Project. 4.3 Development Impact Fees. 4.3.1 Amount of Fee. The Development Impact Fees set forth in Exhibit "D" shall be charged to the Project. These fee amounts are estimated and will be subject to change based on the fee rate applicable at the time of issuance of the Building Permit. -15- i 794 W002 31; 53187.13, 11 A-2 8 4.3.2 Time of Payment. The fees required pursuant to Subsection 4.3.1 shall be paid to CITY prior to the issuance of building permits for each residential unit. No fees shall be payable for building permits issued prior to the Effective Date of this Agreement, but the fees required pursuant to Subsection 4.3.1 shall be paid prior to the re -issuance or extension of any building permit for a residential unit for which such fees have not previously been paid. 4.3.3 Fee Credits. OWNER shall be entitled to credit against the fees required pursuant to Subsection 4.2.1 for the dedication of land, the construction of improvements or the payment of fees as specifically set forth in Exhibit "E. 4.3.4 Future Development Impact Fee Program Changes. The Parties hereby agree that, in addition to the Development Impact Fees included in Exhibit `D", the Project shall be subject to any increase in fees, or amendment or alteration, of Development Impact Fee programs in effect on the Effective Date. 4.3.5 Prepayment. In no event shall the prepayment of any Development Impact Fees required hereunder establish a vested right on the part of OWNER or any other owner of the Property or any person or entity with an interest therein to develop the Project or the Property following the expiration, cancellation or termination of the Term of this Agreement. Following the expiration, cancellation or termination of this Agreement, all Development Impact Fees then in effect shall be applicable to the Project and Property notwithstanding any provision of this Agreement and notwithstanding the prepayment of the Development Impact Fees set forth in Exhibit `D", any increase or amendment of any Development Impact Fee, or any combination thereof. Nothing contained in this Subsection 4.3.5 shall be construed as limiting the right of OWNER to a credit against any Development Impact Fees as set forth in Section 4.3.3 hereof. 4.4 Dedication of On -Site Easements and Riehts of Way. OWNER shall dedicate to CITY all on -site rights of way and easements deemed necessary for public improvements as indicated on the approved Development Plan for the Project within 15 days of receipt of written demand from CITY. 4.5 Timine of Construction of Off -Site Infrastructure. Approval of any issuance of final approval for occupancy on the Property shall be conditioned upon CITY's determination, in its sole discretion, that sufficient progress is being made on construction of off -site infrastructure serving development of OWNER's Property. 4.6 Santiago Park Access. OWNER shall grant the City a public use, access, ingress, and egress easement in perpetuity on and within the Development to provide public access to Santiago Park. The scope, location, and all aspects of the easement shall meet the requirements reasonably set forth by the City as determined by the Executive Directors of the Parks, Recreation and Community Services, Public Works, and the Planning and Building Agency and consistent with the conceptual design as described/depicted on Exhibit F 4.6.1 Owner shall be responsible for the ongoing maintenance of the easement area. The easement area shall be maintained consistent with City standards and to City's reasonable satisfaction at all times. 4.6.2 Reserved. 16- 4.6.3 Reserved. 4.7 Housing Opportunity Ordinance. Project shall comply with the requirements of the Housing Opportunity Ordinance (the "HOO") in effect on the Effective Date. 4.8 Overcrowding Mitigation Implementation Plan. The City of Santa Ana has one of the highest average number of people per household in the nation at 4.34 people per household. Owner commits to limit occupancy of the residential units within the project site to levels in compliance with local, state and federal fair housing standards. Prior to applying to the City for occupancy permit, the Owner shall submit to the City an Overcrowding Mitigating Implementation Plan. Prior to changing or revising the implementation plan, Owner shall provide a 60-day minimum written notice to the City Community Development Agency and the Planning and Building Safety Agency informing of any proposed changes or revisions. 4.9 Local Live -Work Preference. Prior to issuance of any Building Permits, OWNER shall develop and submit to the City Manager or his/her designee, a local live -work plan for the Project targeting, to the extent feasible and consistent with state and federal fair housing laws, a preference or priority for persons who currently either live or work in the City of Santa Ana for the rental of units at the Project. 4.10 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. Prior to issuance of any Building Permits, Developer shall develop and submit to the Planning Agency (the "PBA") a local sourcing plan for the Project targeting, to the extent feasible, the hiring of quatif3ed workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. The plan must be reviewed in a timely manner and approved by the PBA and be implemented for the construction of the project prior to issuance of any Building Permits. Such approval shall not be unreasonably withheld. 5. FINANCING & MAINTENANCE OF PUBLIC IMPROVEMENTS AND SERVICES OWNER may propose, and if requested by CITY shall cooperate in, the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan by providing up to $50,000 toward the costs of CITY in preparing a study to determine the need for any such district or alternate financing mechanism. To the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements, OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public facilities. If such a district or other financing entity is proposed OWNER agrees not to oppose such formation. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or other financing entity or to issue and sell bonds. In addition, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring OWNER to vote in support of or annex to such district or other financing entity. It shall be the sole right of OWNER to determine whether to be in or out of any such district or other financing entity. 17- 5,3oa W 002 31??3 i 97.1 s 11 A-30 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The CITY shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the compliance by OWNER with the terms of the Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the City Manager, within thirty (30) days after written notice from the City Manager. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council. 6.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The City Manager, or his or her designee, shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on OWNER. (b) Upon completion of a periodic review or a special review, the City Manager, or his or her designee, shall submit a report to the Planning Commission setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. (c) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (d) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has not complied in good faith with the terms and conditions of this Agreement, the Commission shall providewritten noticeto OWNER of such findings setting forth the nature of the problem and the actions, if any, required by OWNER to cure such problem and, where the problem can be cured, OWNER has failed to take such actions and cure such problem within thirty (30) days after the effective date of such notice or, in the event that such problem cannot be cured within such thirty (30) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such problem within such thirty (30) day period and to diligently proceed to complete such actions and cure such problem. If OWNER fails to take the necessary actions, the Commission may recommend to the City Council modification or termination of this Agreement. OWNER may appeal a Planning Commission determination pursuant to this Section 6.3(d) pursuant to CITY's rules for consideration of appeals in zoning matters then in effect. Notice of default as provided under Section 7.3 of this Agreement shall be given to OWNER prior to or concurrent with proceedings under Section 6.4 and Section 6.5. 6.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: a 55394.00002 31553197.13 11 A-31 (a) The time and place of the hearing; (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and, (c) Such other information that the CITY considers necessary to inform OWNER of the nature of the proceeding. 6.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrategood faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final. 6.6 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER, issue a Certificate of Agreement Compliance ("Certificate") to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that: (1) this Agreement remains in effect; and (2) OWNER is not in detault. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder. 6.6.1 Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if detault existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the City Manager or City Council. 6.7 Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or detault or expiration of this Development Agreement (although such conditions must comply with the Applicable Rules). The Conditions of approval are incorporated herein by reference an as attached as Exhibit "I" 7. DEFAULT AND REMEDIES. 7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach ofany provision ofthis Agreement, except that CITY shall not be liable IN 55394,00001 31 ii3187,13 11 A-32 in damages to OWNER, or to any successor in interest of OWNER, or to any other Person, and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action that arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 7.2 Release. Except for non -monetary remedies, OWNER, for itself, its successors and assignees, hereby releases CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments to the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon CITY because it entered into this Agreement or because of the terms of this Agreement. OW NER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY INITIALING BELOW, OWNER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 IN CONN TION WITH THE MATTERS THAT ARE THE SUBJECT OF THE FOREGOING WAIVERS A LEASES. OWNER'S Initials 55194.0(Wr131553187 13 7.3 Termination or Modification of Agreement for Default of OWNER. CITY may terminate or modify this Agreement for any failure of 0 WNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such -20_ 11 A-33 default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 7.4 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material tern of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8. LITIGATION. 8.1 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attomeys' fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, or the approval of any permit or entitlement granted pursuant to this Agreement. CITY shall promptly notify OWNER of any claim, action, proceeding or determination included within this Section 8.1, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action, proceeding or determination, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harniless CITY. CITY may in its discretion participate in the defense of any such claim, action, proceeding or determination. 8.2 Environmental Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys' fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action. 8.3 Reservation of Rights. With respect to Section 8.1 and Section 8.2 herein, CITY reserves, the right to either (1) approve the attomey(s) that the indemnifying party selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense; provided, however, that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attomeys' fees, upon billing and accounting therefor. 8.4 Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement, OWNER, on behalf of itself and its successors in interest, -21- ?,304A000' 31?,3l87.13 11 A-34 hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date. Such agreement and covenant includes, without limitation, the covenant against any direct suit by OWNER or its successor in interest, or any participation, encouragement or involvement whatsoever that is adverse to CITY by OWNER or its successor in interest, other than as part of required response to lawful orders of a court or other body of competent j urisdiction. OWNER hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date. OWNER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY IILM OR HER, WOULD IIAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY INITIALING BELOW, OWNER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 IN CONNECTION WITH THE MATTERS THAT ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. O Initials 9.5 Survival. The provisions of Sections 8.1 through 9.4, inclusive, shall survive the termination of this Agreement. a The Parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property trade in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by 55394AM02Ut553t97. l3 _22_ 11 A-35 OWNER in the performance of OWNER's obligations under this Agreement (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER's obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the Clerk of the City Council within ten (10) days after the City enters into the Agreement, in accordance with Section 65868.5 of the Government Code. If the Parties to this Agreement or their successors in interest amend or cancel this Agreement, or if the CITY terminates or modifies this Agreement as provided herein for failure of the OWNER to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall have notice of such action recorded with the Orange County Recorder. 10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the Development Impact Fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. -23- ;;393O(X)O3 315?314T13 11 A-36 10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California, with venue in Orange County. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. 10.7 Joint and Several Obligations. If at any time during the Term of this Agreement the Property is owned, in whole or in part, by more than one OWNER, all obligations of such OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the default of all such OWNERS. Notwithstanding the foregoing, no OWNER of a single lot that has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as expressly provided for herein. 10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 10.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 10.11 Force Maieure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by: (1) strikes, lockouts or labor disputes; (2) inability to obtain labor or materials or reasonable substitutes therefor; (3) inclement weather which delays or precludes construction; (4) acts of God, including but not limited to earthquakes, or the public enemy or civil commotion; (5) condemnation, (6) fire or other casualty; (7) shortage of fuel, electricity or natural gas; (8) action or nonaction of public utilities or of local, state or federal governments, affecting the work, including, but not limited to, any delays in the permitting process as a result of the action or inaction or such governmental authorities; (9) criminal acts or acts of terrorism; or (10) other conditions similar to those enumerated above which are beyond the reasonable 24- >s39., 000r11;;3197.11 11A-37 anticipation or control of such Party, or other causes beyond the Party's reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, , provided that the Term of this Agreement shall not be extended under any circumstances for more than five (5) years. 10.13 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property. 10.17 Further Actions and Instruments Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. -25 553,94 WOO' I 1 147.11 11 A-38 10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership orjoint venture without a member, partner orjoint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the City Manager, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to thejurisdiction of the Court so obtained and waives any and all objections and protests thereto. 10.20 Certificate of Compliance. At any time during the term of this Agreement, any lender or either Party may request either Party to this Agreement to confirm that (1) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications); (2) to the best of such Party's knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults; and (3) any other information reasonably requested. Each Party hereby agrees to provide a Certificate to such lender or other Party within thirty (30) days of receipt of the written request therefor. 10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. -26- Sn3940000'_ 3l;,3187.1 ` 11 A-39 IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. >5i94.00IX)3'6155318T.0 OWNER AC 2525 MAIN, LLC, a California limited liability company By: AC - n Manager LLC Its: Man'Ia_g'er Dated: IBee�l CICy CITY OF SANTA ANA, a California municipal corporation Mayor Dated: ATTEST: By: City Clerk APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP fbr City Attorney ,2^ 11 A-40 EXHIBIT "A" (Legal Description of the Property) ii3",0000'_' 3I5i3lg'.13 11 A-41 EX111131T "B" (Map of the property) !�� t rt - �. if et� -• ILell + A •-a-;•-�- v a, 1- aitya�... 7 ti i i344.IX)11117 31 ;;3 I87.13 11 A-42 ExHlsrr "C" Development Plans Development Plans and entitlement applications as presented in the City Staff Report Dated are incorporated herein by reference. Project entitlements and applications include, but may not be limited to the following entitlements: 1. Development Agreement No. 2018-01 2. General Plan Amendment No. 2018-06 3. Amendment Application No. 2018-10 4. Specific Development No. 93 5. Final Environmental Impact Report No. 2018-01 „3e.4000m ll iiII , I 11 A-43 - - EXHIBIT"D" Development Impact Fees (Estimated) The estimated amount of Development Impact Fees associated with the project based upon the site plan documentation submitted as part of the Project Approvals include but are not limited to the following fees and deposits; applicable sewer fee, street fee, storm drain fee, traffic fee, deposits, and all applicable fees associated with demolition of existing structures, drainage, site development, and construction are based on actual square footage of any commercial development and number of residential units. Based on 256 Residential Units, the Development Impact Fees are estimated at: Fee Estimated Total Sewer $199,344 Capital Facilities Capacity Charges (Orange County Sanitation District Charges) $607,279 Storm Drain $55,776 Traffic $305,009 Parks & Recreation $974,250 Fire Facilities Fee $252,326 Santa Ana Unified School Fees $1,050,895 Estimated Total $3,444,878 - --. ;;39.1 M00I ',I ;,3l 67J 1 11 A-44 EXHIBIT "E" Development Impact Fees Credits, if any will be determined at time of building permit issuance and shall be incorporated herein by reference. ;,,94INIM' 31ii,IYL3 11 A-45 EXHIBIT "F" Santiago Park Access Rights (Conceptual) >4,01,Y,)001 ; .;I,q, 11 A-46 ruw - I-XHIBIT "G" Park Design and Improvements (Conceptual) SANTIAGO CREEK TRAIL ACCESS Cl r Of 5A.NTA ANA ;i3940000'_ 31»J 187.13 11A-47 ..._.. -- EXHIBIT H Park Santiago Security Patrol Area Map (Conceptual) 5519.1 a00' 11::1187.13 11 A-48 EXHIBIT I Conditions of Discretionary Approvals 2525 N. Main - Project Approval Conditions: The project is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the conditions of approval articulated in the sections below. The Applicant or Owner, or Owner's successor(s) or assignee(s) (collectively, "Applicant") with the City's consent, which shall not be unreasonably withheld, must comply with each and every condition listed below The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may also result in breach of the Development Agreement. GENERAL CONDI'f1ONS Project Description and Entitlements: Approval of this application is to build (Insert Final Approved Project Description and specific entitlements) with such additions, revisions, changes or modifications as required by the Planning Commission as articulated in Planning Commission Resolution No. XXXX, dated XXXX. Subsequent submittals for this project shall be consistent with the Planning Commission's approval and in compliance with the applicable land use regulations of the Santa Ana Municipal Code and any applicable State law and the associated plans presented to the Planning Commission on (Insert PC hearing date) and on file with the City. 2. Acknowledgment of Conditions of Approval. The Applicant shall file an Acknowledgment of Conditions of Approval with the Planning and Building Agency within 30 days of final approval of all resolutions. The property Applicant shall be required to record the Acknowledgment of these Conditions of Approval with the Office of the Orange County Recorder and proof of such recordation shall be submitted to the Planning and Building Agency. 3. Enforcement of Conditions. In case of violation of any of the conditions of approval of applicable law, the property owner and tenant will be issued a Notice of Correction pursuant City regulations or pursuant to applicable terms of the Development Agreement, the Maintenance Agreement, and the CC&Rs if said violation is not remedied in accordance with the specified period of time and/or subsequent violations of the conditions of approval and/or City law occurs within ninety days of any Notice of Correction, the property owner shall be held responsible to reimburse the City for all Staff time directly attributable to enforcement of the conditions of approval, mitigation measures as stipulated in the various agreements and/or City law including but not limited to, revocation of the herein approvals. 4. Project Plans. Project plans for the development shall be subject to a complete code compliance review with the Planning and Building Agency when the plans are submitted for plan check and shall comply with all applicable City of Santa Ana ordinances, regulations, and policies prior to building permit issuance, including, but not limited to, the requirements established or authorized by Chapter 8 (Building and Structures) and Chapter 41 (Zoning) of the City of Santa Ana Municipal Code. ii394MW 31553187,11 11 A-49 LLGA1, Indemnity. The Applicant shall defend, indemnify, and hold harmless the City of Santa Ana, its agents, officers, or employees from any claim, action or proceeding against the City or its agents, officers or employees to attack, set aside, void or annul an approval of the City, its legislative body, advisory agencies or administrative officers the subject application. The City will promptly notify the Applicant of any such claim, action or proceeding against the City and the Applicant will either undertake defense of the matter and pay the City's associated legal costs, or will advance funds to pay for defense of the matter by the City. Notwithstanding the foregoing, the City retains the right to settle or abandon the matter without the Applicant's consent, but should it do so, the City shall waive the indemnification herein, except the City's decision to settle or abandon a matter following an adverse judgment or failure to appeal, shall not cause a waiver of the indemnification rights herein. 6. Approval Time Period. The approval of the entitlements herein shall be valid for a time period consistent with the Development Agreement. IMPACT FEES Project Development Impact Fees. The following Development Impact Fees shall be charged to the Project. These fee amounts are estimated and will be subject to change based on the fee rate applicable at the time of issuance of the Building Permit. Fee Estimated Total Sewer $199,344 Capital Facilities Capacity Charges (Orange County Sanitation District Charges) $607,279 Storm Drain $55,776 Traffic $305,009 Parks & Recreation $974,250 Fire Facilities Fee $252,326 Santa Ana Unified School Fees $1,050,895 Estimated Total $3,444,878 City Invoices. All invoices the Applicant has received from the City shall be paid to a zero balance prior final approval for occupancy by the City or issuance of a Certificate of Occupancy. PROJECT DESIGN AND OPERATIONS ii3WOMO' 31;;31H7.13 11 A-50 2. The approved project is a multi -family apartment rental project. Any proposal in the future to convert the rental units to condominium ownership, the Owner shall comply with the requirements for a condominium project in accordancewith local and state zoning and subdivision requirements. 3. Unit Mix: Number of family units to be a minimum of thirty percent (30%) of the proposed units to contain 2 & 3 bedrooms. 4. Onsite Property Manager. The Project shall include the provision to have 24-hour on -site Property Management services and personnel. Up-to-date 24-hour contact information for the on - site personnel shall be provided to the following City Agencies on an ongoing basis: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 5. Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the "EEP") from City Police and Fire Protection agencies prior to final approval for occupancy or the issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 6. Crime Free Housing Plan. Applicant shall work with City Staff to develop a crime free housing policy, procedure, and design plan (the "CFl I Plan") and shall submit and obtain approval from the Planning and Building Agency of the CFH Plan prior to final approval for occupancy or the issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. The approved CFH Plan shall be implemented, adhered to, and be enforced by the Project at all times. Onsite Parking Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Prior to final approval for occupancy or the issuance of the Certificate of Occupancy, Developer shall submit and obtain approval from the PI3A a Parking Management Plan (the "PMP") meeting the requirements of this Condition. The approved PMP shall be adhered to and be enforced by the Project at all times. 8. Good Neighbor Policy. The Applicant shall submit for review and approval by the Planning Division a good neighbor policy implementation plan that will provide a process for the neighborhood to report nuisance issues to the property management to help manage and address potential nuisance issues including but not limited to noise, lighting, property maintenance, parking overflow into the street and neighborhood, and landscape maintenance. ii194,(X)00' 11y.3I 87.13 11 A-51 9. Parking Ratio. Number of spaces and onsite ratio of parking shall be a minimum of two (2) spaces per unit. 10. Privacy along east property line. To ensure maximum privacy screening between the project site and the residential uses along the eastern property, the Applicant is constructing an eight (8) foot tall property line decorative block wall. In addition to this wall, and installation and maintenance of all existing mature trees along the eastern property line, all windows facing the eastern property with a direct line of sight to the adjacent properties bordering the eastern property line shall be design incorporating opaque view obscuring glass. 11. Protect and Preserve Existing Mature Trees along the Eastern Property Line. To ensure maximum privacy screening between the project site and the residential uses along the eastern property, the Applicant shall protect and preserve all existing mature trees along the east property line. 12. Protect and Preserve Existing Mature Trees on the Property not Located Along the East Property Line. To the extent feasible, the Applicant shall protect and preserve all other mature trees on the property. If the perseveration of the existing matures trees in not feasible because of the location of the approved structures on the property, the Applicant shall work with Staff to evaluate the feasibility of relocating the tree(s) to other locations on the property. 13. Edgewood Street Improvements. Only one emergency vehicular access may be permitted along Edgewood Street. No other vehicular access or curb approach openings will be approved on this street for the project. In addition, mature canopy and vertical specimen trees shall be planted along the southern property line between the building and the adjacent sidewalk to integrate the building with the adjacent single-family development across the street. 14. Property Line "'all. The project Applicant shall install an 8-foot tall property line block wall along the entire eastern edge of the Project as part of the site construction and preparation process and prior installation of the foundation. The design of the wall shall be approved by the Planning Manager and shall be decoratively designed to include a mix of decorative materials, colors, and decorative pilasters. 15. Santiago Park Entrance and Interface. If approved by the City Council, the Applicant shall design the Project and residential units to also front onto Santiago Park, Main Street, and Santiago Street entrance. The Project fagade along Santiago Park shall be consistent with and reflect the natural, current state of the Park and include articulation of the building facade to include open garden areas. The conceptual design is as shown in Attachment I to these conditions. The Santiago Park Entrance design shall be subject to the review and approval of the City Planning, Public Works, and Parks and Recreation Directors to ensure compliance with the Agreement. Approval shall not be unreasonably withheld, delayed or conditioned. 16. Green Project Features. Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. The project shall obtain Silver Standard or better LEED equivalent and shall at the minimum, incorporate bike lockers, bike sharing programing, electric vehicle charging stations, rain capturing systems, grey water capturing systems, and to the extent feasible, automobile sharing programing. 17. Landscape Plan. A Landscape Plan (including Irrigation) prepared by a licensed landscape architect shall be submitted to the Planning Division prior to the issuance of building permits. The iiYA ,000' 31 ii3l �,. , 11 A-52 Irrigation Plan shall include an irrigation system layout with the location of controllers and points of connection with data on valve sizes and gallons per minute (G.P.M.), the size and location of sleeves and all spray heads, including the location of conventional systems and drip systems; an irrigation legend with complete specifications; irrigation notes and construction details of all assemblies and components; a recommended irrigation schedule, preferably on an annual basis; and a summary block on the initial page of submitted plans that will present the above information clearly and accurately. The City reserves the right to require subsequent checks, or approval of the landscape plans prior to issuance of a grading permit. 18. Water Conservation. Landscaping shall comply with the City's water conservation ordinances in accordance with SAMC Section and the State mandated Model Water Efficient Landscape Ordinance (MWELO) 2015 update. 19. Installation. Landscaping for the project shall be complete in phases by building and shall be installed and inspected prior to occupancy of units within that building. The developer shall be responsible for maintaining all common area landscaping within the development. 20. Landscape Details. The landscape plan shall include a Plant Legend containing: plant symbol, scientific name of plant material, common name of plant material, plant container size, and plant spacing. Very low, low and medium water usage plant materials are encouraged. The applicant shall construct a landscape planter along the eastern property line. In this eastern planter, a combination of vertical and canopy specimen trees shall be planted with minimum size of 60 inch box. The landscape plan shall provide a cross section showing the planter at time of planting, after five (5) years and at full maturity. The cross section shall demonstrate the landscaping will adequately screen the project from the adjacent residential uses along the eastern portion of the Property. 21. Minimum Tree Box Size. The applicant shall install minimum 36 inch box trees, when planting trees for all required trees along street setbacks, open space areas and shared parking areas. All other tree sizes may be dependent on the location, species and spacing. The final landscaping is subject to the review and approval of the Planning Manager. 22. Maintenance of existing site. The site and the public R.O.W. adjacent to any portions of the site shall be maintained in a condition which is free of debris while the property is vacant and undergoing development and during and after the construction, addition or implementation of the entitlements granted herein. All trash and refuse shall be disposed of in dumpsters and be removed from the premises on an -as needed basis. Any surplus construction materials shall be screened from public view when not actually in use and be removed from the property upon completion of construction activities. The removal of all trash, debris, and refuse, whether during or subsequent to construction shall be done only by the property owner, the Applicant or by a permitted waste contractor, who has been authorized by the City to provide collection, transportation, and disposal of solid waste from residential, commercial, and construction areas within the City. 23. On Going Property Maintenance. 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, Developer (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 ;;394 NHIM 31;;3187.13 11 A-53 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 OF 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.); (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, enforcement of the Overcrowding Mitigation Implementation Plan, and/or restrictions on certain uses, etc...) (c) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs and maintenance, as applicable; (d) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon at all times (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 Developer and the owner of the property are different (e.g., if the applicant is a tenant OF 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 and 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 and a 50% administration fee. 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 expense incurred by the City and a 50% administration fee. (h) The execution and recordation of the maintenance agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. LIGHTING ii394, uur_3[?,3187.3 11A-54 24. Site and Building Lighting. The developer shall submit for review by the Planning Division and the Engineering Department, the design and specifications for all proposed lighting fixtures proposed for the buildings, drive aisles, parkways, parking areas, pathways, and surrounding areas within the development. The fixtures shall be reviewed for quality, aesthetics, illumination values, sustainability values such as LED and shall be decoratively and architecturally consistent with the building design. The number, location, height, style and design shall be reviewed and approved by the Planning Division and Engineering Department prior to issuance of building permits. UTILITIES 25. Undergrounding of Utilities. All utility service lines shall be underground. This includes all existing above ground wires that cross over the property that feed adjacent properties. 26. Composite Utility Plan. The applicant shall submit a composite utility plan depicting the location of all above ground utility appurtenances. The exact location of the equipment shall be approved by the Planning Division, during the plan check process, and shall be installed as per approved plans. They shall not be allowed within a required parking, turnaround and landscape areas or on any facade facing a public street. 27. Screening of Mechanical Equipment. All mechanical equipment placement and screening shall be included on the development plan and shall be reviewed and approved by the Planning Division prior to installation. Where practicable and as shown on the plans approved by the Planning Commission in the course of obtaining the requested entitlements, mechanical equipment, heating, ventilation, air conditioning (HVAC) units, satellite dish systems, solar panels, thermal solar heaters, utility meters, above ground utility and fire safety connections will be, screened, located out of public view or be architectural integrated into the project design. CONSTRUCTION 28. Construction Information. During construction, the Applicant will display signs visible to the public from the public right-of-way with a contact number of the construction superintendant to address any questions or concerns about demolition, grading, and construction activities including dust, noise and vibration. 29. Vehicles and Equipment. All construction vehicles or equipment, fixed or mobile, operated within 1,000 feet of an existing dwelling shall be equipped with properly operating and maintained mufflers. 30. Warning Devices. Replace backup audible warning devices with backup strobe lights or other warning devices during evening construction activity to the extent permitted by the California Division of Occupational Safety and health. 31. Pest Control. The Applicant shall have rodent and pest controls on site during demolition and grading activities to mitigate impacts to the surrounding properties and neighborhood. 32. Perimeter Fence. Prior to demolition and construction, a perimeter security fence not exceeding seven feet in height, shall be installed around the project site. The fencing shall include a green 55394.W00' 31;i3187A3 11 A-55 screen material or approved equivalent. The fence/screen material shall be properly maintained and be free of rips, tears, fraying, graffiti, and any other damage or vandalism. 33. Site Maintenance. The site and the public R.O.W. adjacent to any portions of the site shall be maintained in a condition which is free of debris, trash, weeds and overgrown vegetation both during and after the construction, addition or implementation of the entitlements granted herein. All trash and refuse shall be disposed of in dumpsters and be removed from the premises on an as needed basis. Any surplus construction materials shall be stored so as to be screened from public view when not actually in use and be removed from the property upon completion of construction activities. 34. Construction Traffic Management Plan. A truck/traffic construction management plan is required for this project pursuant to the City's Public Works Department. All construction traffic regarding the movement of heavy equipment and graded materials are limited to off peak hours. This plan shall be approved prior to the issuance of Building Permits. 35. Construction Staging. During the construction process all related activities, including but not limited to, loading, unloading, storage of equipment and materials, and parking of employee vehicles are prohibited within the public R.O.W. All such activities shall be conducted only on the project site and not in the public R.O.W. All staging areas and storage of equipment and materials shall be set back from adjacent residential uses. 36. Construction Hours. In accordance with SAMC Section 18.314(e), Demolition, grading, and exterior building construction activities shall be limited to the hours of between 7:00 a.m. and 8:00 p.m. Monday through Saturday. No construction activity shall be allowed on Sundays or federal holidays. Compliance with this measure is subject to field inspection by City Staff. 37. Noise. All onsite activities shall comply with the City of Santa Ana Noise Ordinance at all times. 38. Fire Protection. Fire protection facilities; including access, must be provided prior to and during construction. 39. Fencing. Prior to commencing demolition and site preparation activities, the project site shall be secured with a fence to prevent unauthorized access to the site and the fence shall contain a screening material to screen construction activities from view. The temporary screening fence shall be installed to the satisfaction of the Economic Development Department and shall be maintained in good condition (free of tears, holes, crack lines, debris, etc.) at all times. At the primary entrance to the site, the screening material shall be reduced to a maximum height of four feet to provide visibility into the site at all times and for public safety purposes. The project site shall also have a minimum of one sign of quality material depicting the proposed development, which shall include renderings, project opening date, and City Council information. The signs shall be designed and installed to the satisfaction of the Economic Development Department and maintained in good condition (free of tears, graffiti, holes, cracks, fading, debris, etc.) at all times. 40. Fence Coordination. Prior to the demolition of any existing property line walls and/or fences and construction of a new property line concrete block wants), the developer shall make reasonable efforts to coordinate and obtain approval from neighboring property owner(s) to remove any existing walls) and/or fence(s). Written authorization from the neighboring property owner shall be provided for the removal of an existing wall and construction of a new shared property line wall upon submittal for plan check. 5511)4JH100' I I i il 187.1 11 A-56 41. Pre -Construction Meeting. Prior to the commencement of construction on the site, the developer shall schedule a pre -construction meeting between the general superintendent or field representative and the Planning Division to discuss the approved plans and construction requirements. ENGINEERING 42. The Applicant shall submit Improvement Plans prepared by a Registered Civil Engineer for public works (off -site) improvements, and on -site improvements. Plan check fees shall be paid in advance. 43. An on -site grading and drainage plan shall be prepared and submitted to the City Engineer for approval. Plan shall be 24" x 36", with elevations to nearest 0.01 foot, minimum scale I" = 20'. Plan shall be prepared by Registered Civil Engineer. Public works improvements may be shown on this plan. Grading plan check fees must be paid in advance. 44. Hydrologic and hydraulic calculations demonstrating adequate site drainage from a 10-year return frequency storm (25-year frequency in sump areas) prepared by a Registered Civil Engineer shall be submitted with the Grading Plan. 45. Driveway slope shall be a minimum slope of one (1) percent for asphalt and .5% for concrete. 46. If utility cuts are excessive in the street the street must have a grid and overlay placed on it per the satisfaction of the City Engineer. 47. All existing off -site public improvements (sidewalk, curb and gutter, driveways, and street paving) at the development site which are in a damaged condition or demolished due to the proposed work shall be reconstructed to the satisfaction of the City Engineer, and per OCPFRD Standard Plan. 48. A City Encroachment (Public Works) permit shall be taken out for all work in public right-of-way prior to start of work. All work shall be done in accordance with APWA Standards and to the satisfaction of the City Engineer and must be completed prior to final approval for occupancy or the issuance of Certificate of Occupancy. 49. A bond or surety device shall be posted with the City in an amount and type sufficient to cover the amount of off -site work to be done, as approved by the City Engineer. 50. Pad certification by the Design Civil Engineer and Soil Engineer is required prior to the commencement of structural construction. 51. Final compaction report prepared by a qualified Soil Engineer shall be submitted to the City Engineer for review and approval prior to the commencement of structural construction. 52. Prior to the issuance of any grading or building permits or prior to recordation upon subdivision of land if determined applicable by the City Building Official, the applicant shall submit to the City for review and approval a Final Water Quality Management Plan (WQMP) that: 55394.00002 315531'ST I 11 A-57 • Addresses Site Design BMPs (Best Management Practices) such as minimizing impervious areas, maximizing permeability, minimizing directly connected impervious areas, creating reduced or"zero discharge' areas, and conserving natural areas. • Incorporates the applicable Routine Source Control BMPs as defined in the DAMP. • Incorporates Treatment Control BMPs as defined in the DAMP. • Generally describes the long-term operation and maintenance requirements for the Treatment Control BMPs. • Identifies the entity that will be responsible for long-term operation and maintenance of the Treatment Control BMPs. • Describes the mechanism for funding the long-term operation and maintenance of the Treatment Control BMPs. ii394JHH10' 31 ii3147.13 11 A-58 Attachment I Building Articulation and Setback Along Santiago Park (Conceptual) 553N.W0231553187 3 11A-59 EXHIBIT `J" Security Fencing N4,0000'31;;3NT13 _ 11A-60 Exhibit J ' d LL co d J M _ M !! t6 E 4a' O t Q Q F d d LL L- co d C J ti tl T d co E X O Q Q Q t _ Main St r. d+ Li�' ACr _e c en- — Mao Broadway e� 11 A-61 •>•3 a 4=- e !• iJ4 I�' j C . f I .}41: ! 6 Q ,)F sz � W� Z WQz W`z RRRR Y a 3 ••> 3 yy-> m" O 43., co G m i ✓ii n: .i.}3 it 3d-! yi. f .}g.3 3.1. �5.5• fi•3- i.) j p• . •i.5 RIROCsyKONl0111 a i R u! S �f>•o?• ffiC OeN)ws'i-i�Ww[,[� a , v/s we . M ac �:e.l,�era�.a,q 11 A-62 EXHIBIT 2 LS 11.19.19 ORDINANCE NO. NS-2980 AN ORDINANCE OF THE CITY COUNCIL APPROVING AMENDMENT APPLICATION NO. 2018-10 REZONING THE PROPERTY LOCATED AT 2525 NORTH MAIN STREET FROM PROFESSIONAL (P) TO SPECIFIC DEVELOPMENT NO. 93 (SD-93) (AA NO. 2018-10) AND ADOPTING SPECIFIC DEVELOPMENT NO. 93 (SD-93) FOR SAID PROPERTY 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: WHEREAS, Chapter 41, Article 1, Division 1, Section 41-1 of the Santa Ana Municipal Code establishes the necessity of segregating the location of residences, businesses, trades and industries; regulating the use of buildings, structures, and land regulation; the location, height, bulk and size of buildings and structures, the size of yards and open space; the City is divided into land -use districts of such number, shape and area as may be considered best suited to carry out these regulations and provide for their enforcement; and WHEREAS, the regulations are considered necessary in order to: encourage the most appropriate use of land, conserve and stabilize property value, provide adequate open spaces for light and air and to prevent and fight fires, prevent undue concentration of population, lessen congestion on streets and highways, and promote the health, safety and general welfare of the people, all as part of the general plan of the City; and WHEREAS, the City of Santa Ana has adopted a zoning map which has since been amended from time to time: and WHEREAS, AC 2525 Main, LLC ("Applicant') seeks to develop the Addington Multi -Family Residential Project ("proposed Project'), originally proposed as a 496-unit multi -family project on a 5.93-acre site at 2525 North Main Street in Santa Ana, California ("Project Site"); and WHEREAS, during the entitlement and environmental review process, and in response to comments and concerns raised by the public and the City's elected officials, the Applicant has proposed modifications to the original proposal; and WHEREAS, the Project as currently proposed now entails, among other things, (1) demolition of the existing 81,172 square foot vacant two-story office building and 442-space surface parking lot on the Project Site; (2) redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of Ordinance No. NS-2980 Page 1 of 10 11 A-63 residential buildings that would provide 256 for -rent multi -family residential units and a 167,253 square foot central parking structure and a 284 space surface level parking lot with residential and commercial parking; (3) approval of Development Agreement No. 2018-01 between the City of Santa Ana ("City") and Applicant; (4) approval of General Plan Amendment No. 2018-06, which would change the Project Site's existing land use designation of Professional & Administration Office (PAO) to District Center (DC); and (5) approval of Amendment Application No. 2018-10, which would change the zoning of the Project Site from Professional (P) to Specific Development No. 93 (SD-93) designation; and WHEREAS, the requested Amendment Application would change the zoning designation of the property from Professional (P) to Specific Development No. 93 (SD-93) and adoption of Specific Development No. 93 to reflect this change in order to facilitate the construction of the multi -family housing project; and WHEREAS, Environmental Impact Report No. 2018-01 (State Clearinghouse No. 2018021031) for the proposed Project was circulated between August 7, 2018 and October 4, 2018; and WHEREAS, the Environmental Impact Report analyzed the impacts related to the proposed amendment to the zoning map and adoption of Specific Development No. 93; and WHEREAS, on August 27, 2018, the Planning Commission conducted a work study session to overview the project and thirty-two (32) verbal comments were received (three (3) in support and twenty-nine (29) in opposition) and nine (9) written comments were received (one (1) in support and eight (8) in opposition); and WHEREAS, on November 26, 2018, the Planning Commission continued a duly noticed public hearing for the project to January 14, 2019 and held a second study session to overview the Project and fifty-eight (58) verbal comments were received (twenty-five (25) in support; thirty-one (31) in opposition and two (2) neutral) and eleven (11) written comments were received (two (2) in support and nine (9) in opposition); and WHEREAS, on January 14, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, seventy-nine (79) members of the public spoke on the item, thirty (30) speakers supported the project, forty-eight (48) opposed it and one speaker was neutral. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission voted to recommend that the City Council does not certify the EIR, adopt the findings, the statement of overriding considerations and the mitigation monitoring and reporting program and deny the Project; and Ordinance No. NS-2980 Page 2 of 10 11 A-64 WHEREAS, on February 5, 2019, the City Council conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-one (61) members of the public spoke on the item, thirty-eight (38) speakers supported the project, twenty (20) speakers opposed it and three (3) speakers were neutral and the public hearing was continued to the next regular adjourned City Council meeting on February 19, 2019; and WHEREAS, on February 19, 2019, the City Council continued to conduct a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, one hundred and thirty-one (131) members of the public spoke on the item, twenty-six (26) speakers supported the project and one hundred and five (105) speakers opposed it and one hundred and sixty- six (166) written comments were received with nine (9) in support and one hundred and fifty-seven (157) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the City Council voted that the applications go back to the Planning Commission for reconsideration after further consultation with the community; and WHEREAS, in June 2019, the applicant submitted a revised plan consisting of development 347 multi -family units (59 dwelling units per acre), with 642 parking spaces (1.85 parking spaces per unit) and parking capacity at 2.0 spaces per unit, within a 4- story residential building wrapped around a five -level parking structure with an amenity deck on the sixth -level, private open space, and redesigned the intersection of Main Street and Walkie Way/Santiago Park Drive to provide access to the project on a 5.93- acre site (the "June Revised Plan"); and WHEREAS, on August 12, 2019, the Planning Commission conducted a duly noticed public hearing to consider the June Revised Plan. At the meeting, seventy- seven (77) members of the expressed opposition; nine (9) supported the project, and one speaker was neutral. In addition, one -hundred (100) written comments were received with six (6) in support and ninety-four (94) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission vote resulted in an impasse; and WHEREAS, in October 2019, in response to comments received the applicant submitted a further revised plan. including redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of residential buildings that would provide 256 for -rent multi -family residential units and a 167,253 square foot central parking structure and a 284 space surface level parking lot which also reduced the Project's height, increased the Project's setbacks, and modified the Project entrance ("October Modified Project"); and WHEREAS, the City has prepared "Clarifications to the Final EIR" to determine if the Modified Project would result in new or substantially increased environmental effects Ordinance No. NS-2980 Page 3 of 10 11 A-65 than those analyzed in the EIR such that the EIR would require recirculation prior to its certification; and WHEREAS, the Clarifications to the Final EIR include detailed analysis, based upon substantial evidence, that demonstrate that the Modified Project would not result in any new or substantially greater impacts than are disclosed in the EIR, no new mitigation measures beyond those identified in the EIR are required, and no additional feasible alternatives or mitigation measures considerably different from others previously analyzed would clearly lessen the significant environmental impacts of the project; and WHEREAS, on October 28, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-two (62) expressed opposition and two (2) in expressed support the project. In addition, ninety-eight (98) individuals submitted comments with ninety-four (94) in opposition and four (4) in support; and WHEREAS, after hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission by a vote of 3:2, voted to recommend denial of the project. Since the entitlements require final action by the City Council, the actions were forwarded to the City Council; and WHEREAS, on November 8, 2019, the City gave public notice of a City Council public hearing for consideration of Amendment Application No. 2018-10 by advertising in the Orange County Register, a newspaper of general circulation, and by mailing to owners of property and residents within 500 feet of the Project; and WHEREAS, on November 19, 2019, the City Council conducted a duly noticed public hearing to consider General Plan Amendment No. 2018-06, Amendment Application No. 2018-10, and Development Agreement No. 2018-01, and the Environmental Impact Report for the Project, at which hearing members of the public were afforded an opportunity to comment upon Amendment Application No. 2018-10; and NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND, AND ORDER AS FOLLOWS: SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT: The City Council has reviewed and certified Environmental Impact Report No. 2018-01; adopted the Mitigation Monitoring and Reporting Program (MMRP); and adopted the Statement of Overriding Consideration for the proposed Project, including this Amendment Application No. 2018-10. SECTION 3. AMENDMENT APPLICATION: The Amendment Application consists of amendments to the zoning map (SDM 6-5-9) and adoption of Specific Development Ordinance No. NS-2980 Page 4 of 10 11 A-66 No. 93, as shown in Exhibit A and Exhibit B respectively, attached hereto and incorporated herein by reference. SECTION 4. LOCATION OF DOCUMENTS: The Amendment Application, Environmental Impact Report and all supporting documents are on file and available for public review at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, California 92702. SECTION 5. GENERAL PLAN CONSISTENCY: The City Council hereby finds that the proposed Amendment Application is compatible with the objectives, policies, and general plan land use programs as amended by General Plan Amendment No. 2018- 06 in that: A. The proposed Amendment Application will not adversely affect the public health, safety, and welfare in that the Amendment Application will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. B. The amendment application to change the zoning designation from Professional (P) to Specific Development 93 (SD-93) is consistent with Santa Ana Municipal Code section 41-593.1 for the following reasons: (1) Protecting and enhancing the value of properties by encouraging the use of good design principles and concepts, as related to the division of property, site planning and individual improvements with full recognition of the significance and effect they have on the proper planning and development of adjacent and nearby properties. The site plan has been designed with the vehicular entrance on Main Street away from the residential neighborhood to the south and east. In addition, the parking structure and rooftop amenity deck, which are the tallest building elements are positioned closer to Main Street, with residential buildings wrapped around the structure to screen it. There is a 90-foot rear (east) setback requirement which creates a buffer between the multi -family buildings and single-family homes. In addition, the existing healthy trees along the east property line will be protected in place and new mature trees will be planted or replaced as needed. The wall along the eastern property line will be increased to 8-feet in height and the east side of the building will tier in height from two, three, to four stories to provide a transition in height when compared to the single -story residential dwellings to the east. The building is also designed with courtyards rather than one large "box" to provide open space and variation in the massing. Furthermore, the units along Edgewood Road will have patios with access to the Ordinance No. NS-2980 Page 5 of 10 11 A-67 street to mimic single-family dwelling porches and to connect the project with the residential neighborhood. (2) Encouraging, securing and maintaining the orderly and harmonious appearance, attractiveness and aesthetic development of structures and grounds in order that the most appropriate use and value thereof be determined and protected. The property is a 5.93-acre site with street frontage along Main Street, a major urban corridor with cultural, educational, employment and retail destinations such as the Bowers Museum, Discovery Science Center, Main Place Mall and in the City of Orange; the Children's Hospital of Orange County and St. Joseph's Hospital of Orange County. Therefore, the residential development would be within close proximity of major employment centers and retail establishments. The site is also located just north of the Santa Ana (1-5) freeway which provides regional access to and from the City. The multi -storied development will complement the nearby mid -rise office buildings located along Main Street to the north and west of the site and the multi -family residential use supports a mixed -use setting. In addition, the new building will have a variety of materials such as multiple brick veneers, stone veneer, metal panels, ceramic tile, metal canopies, flat and metal seamed roofs to assist in creating a modern contemporary design. The residential development will replace a potential office use with a residential use. Although a professional office use is typically considered a low intensity land use when compared to commercial or industrial uses, issues with parking, traffic and noise may still arise. When comparing land uses multi -family uses are more compatible in nature with single- family residential neighborhoods than office uses. (3) Providing a method whereby specific development plans are to be based on the general plan as well as other regulations, programs, and legislation as may in the judgment of the city be required for the systematic execution of the general plan. With approval of General Plan Amendment No. 2018-06, the Project will be consistent with the General Plan Land Use Element. Although the Project requires an amendment to the Land Use Element to allow for residential use of the property, the Project still supports and is consistent with several other overarching goals and policies of the General Plan. For example, as described in the associated General Plan Amendment No. 2018-06: Housing Element Goal 2, to create diversity of quality housing, affordability levels, and living experiences that Ordinance No. NS-2980 Page 6 of 10 11 A-68 accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. Land Use Element Goal 4, to protect and enhance development sites and districts which are unique community assets that enhance the quality of life. Urban Design Element, Goal 1, to improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. (4) Recognizing the interdependence of land values and aesthetics and providing a method to implement this interdependence in order to maintain the values of surrounding properties and improvements and encouraging excellence of property development, compatible with the general plan for, and character of, the city, with due regard for the public and private interests involved. Development of the Project would result in a substantial change in views and a significant and unavoidable impact to aesthetics. However, the Project will replace an over 30-year old structure with a modern building with enhanced landscaping contributing to the character of the City. Furthermore, a Development Agreement between the developer/property owner and the City of Santa Ana has been entered into. Public benefits of the agreement include: public art, Santiago Park for improvements, Park Santiago Neighborhood benefits including access to on -site amenities for Park Santiago residents, security patrol of the residential neighborhood and Santiago Park, and Park Santiago Neighborhood for traffic improvements and calming such as street calming, traffic diversion, and street lights. (5) Insuring that the public benefits derived from expenditures of public funds for improvements and beautification of streets and public facilities shall be protected by exercise of reasonable controls over the character and design of private buildings, structures and open spaces. The multi -family residential development will utilize existing water, sewer, and drainage infrastructure and will not result in the expansion of infrastructure. In addition, the Project will not result in the expansion of new or altered police or fire facilities. The Project will be subject to utility user tax, property taxes based on the valuation of the new construction and management company business taxes. The building facades and new landscaping are designed to deter graffiti, existing sidewalks will be removed and replaced with new sidewalks that are constructed to City standards, new street lights will be installed and the City's Building Security Ordinance will be implemented which includes Ordinance No. NS-2980 Page 7 of 10 11 A-69 security and crime preventing measures to help reduce City expenditures on public services and maintenance. In addition, the residential development will be subject to all required development impact fees. SECTION 6. INDEMNIFICATION. 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, and other and 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 7. If any section, subsection, sentence, clause, phrase or portion of this ordinance 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 8. CITY COUNCIL ACTIONS: The City Council hereby takes the following actions: 1. The City Council hereby adopts an Ordinance approving Amendment Application No. 2018-10 as follows: A. Subject to compliance with the Mitigation Monitoring and Reporting Ordinance No. NS-2980 Page 8 of 10 11 A-70 Program, the property at 2525 North Main Street shall be amended to Specific Development No. 93 and Specific Development No. 93 plan shall be adopted as set forth in Exhibit A and Exhibit B, attached hereto and incorporated herein by reference. B. The Amendment Application shall not take effect unless and until Environmental Impact Report No. 2018-01 and General Plan Amendment No. 2018-06, are each certified and approved by the City Council, and the associated Development Agreement No. 2018-01 is approved by the City Council and executed by all parties thereto. SECTION 9. EXECUTION OF ORDINANCE. The Mayor shall sign this Ordinance and the Clerk of the Council shall attest and certify to the adoption thereof. ADOPTED this day of , 2019. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor Ordinance No. NS-2980 Page 9 of 10 11 A-71 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-2980 to be the original ordinance adopted by the City Council of the City of Santa Ana on _ 2019 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-2980 Page 10 of 10 11 A-72 EXHIBIT A Y 31-0-9 31-49� I < y M�µ0{LY LN A $ v�MxMeRw FAIRHAVENA j WJNVu[E OR o C1 R1 2 R4 $ a So 1 nvax lx n1F! fl1 _ Al nxlx R1 Nt6rxw W Al Al R1 $ Rtb PI R1 R1 R1 S ARovEmsxi si o „ o E 'SFQ Cil vEWR1 S R1 ncv4 w RI.& o M mcExMoxll R1 i R1 wsRm3 F em $ @ Rr E S l rgT RI eEEG�Nn o [ e S Rl BEECx o 3: R1 u R1 R1 s R1 s } BEECIMbOR i - p R1 A i Al LL Rl A.ST uaENST R1 Rl ^ u CUM w c4nA Avf' Ri Rx F2 Rl Q W O Rl Qi caA: n SWTn c4PA cv mrts 1p Wi e=.._ xt R3_ 5 RI R1 V8 !(� 8 nU Ra is av 5 W CNAV 9.iF40 py nr iinw av rM0 R2 BrKFALO Rv Rl ftl 4euw nv Rl Cl-MO IN. sT 3 R1 8 R1 � S naA9 RI caTwru rry ¢ W R1 Rl R1 Rl a I 11 O '-P3 $ FIsi SF Rl Iz a Ft R1 m x ® ST m sT �. mM °! R1 14 R1 R1 19iX ci Cl*�JW R1 "TXS C R1 RI R1.9 • C CtMO R1 RI ,. itlM si 1 c --. •. &R2TMCl-MO Ct#10 CIMOII C1 NSI11 GSCt CS a 17TH ST _ C1 C1 C1 y C1 L5 CS SVS SP) m SG] g ;,o 1-5-9 C wror onc�onnne 15-9 0< ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWD- FAMILY RESIDENCE -B PARKING MODIFICATION Cl COMMUNLYCOMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE- FAMILY RESIDENCE -GZ OVERLAY ZONE C1MD COMMUNITY COMMERCIAL - MUSEUM DST. M1 LIGHT INDUSTRIAL RA SUBURBAN APARTMENT PLANNED RESIDENTIAL PRO DEVELOPMENT C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER 0 OPENSPACE SD SPECIFIC DEVELOPMENT -HD2 HEIGHT DISTRICT II C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL Rl SINGLE- FAMILY RESIDENCE fim SECTIONAL DISTRICT MAP: 6-5-9 e CITY OF SANTA ANA. CALIFORNIA 11 A-73 EXHIBIT B SPECIFIC DEVELOPMENT NO. 93 2525 North Main Street Development Project SECTION 1 — APPLICABILITY OF ORDINANCE The Specific Development Zoning District No. 93 (SD-93) for the 2525 North Main Street development project is authorized by Chapter 41, Division 26 Section 41-593 et seq. of the Santa Ana Municipal Code. SD-93 contains specific standards and regulations for the purpose of establishing land use regulations and development and operational standards for the project site. All other applicable chapters, articles, and sections of the Santa Ana Municipal Code are in effect unless expressly superseded by regulations contained in this ordinance. The boundaries of the 2525 North Main Street development project shall be defined pursuant to Attachment 1 (attached hereto and incorporated a though fully set forth herein). The 2525 North Main Street Development District shall have two zones, Zone 1 and Zone 2, as depicted in Attachment 1. SECTION 2 — PURPOSE The Specific Development Plan No. 93 for the 2525 North Main Street project consists of standards and regulations established for the purpose of protecting the health, safety, and general welfare of the people of the City of Santa Ana by promoting and enhancing the value of property and encouraging the orderly development of the property. ObeectiXes The objectives of the 2525 North Main Street project specific development plan include provisions of the following: Promote the City's image as providing high -quality residential projects for individuals and families of all income groups. 2. Create a clean and safe environment for the City's residents, workers, and visitors. Contribute to the North Main Street corridor by providing a high density residential development that supports nearby cultural, office and commercial uses. 4. Provide regulations that allow development, in response to market conditions while achieving overall City and community goals. Provide parking opportunities for nearby museum uses and/or commercial uses. 1 of 12 11 A-74 SECTION 3 — Uses permitted in Zone 1 The following uses are permitted in the SD-93 district: (a) A maximum of 256 multiple -family dwelling units not exceeding a density of 58 dwelling units/acre. (1) The unit mix shall be comprised of: a. 70% studio and one -bedroom units b. 30% two -bedroom and three -bedroom units (2) Unit square footages ranging from a. 556 to 592 square foot studios b. 633 to 930 square foot one -bedrooms c. 909 to 1,179 square foot two -bedrooms d. 1,362 square foot three -bedrooms (b) Home occupations, pursuant to section 41-192.1 of the Santa Ana Municipal Code. (c) Accessory recreational rooms, dog wash, club room, fitness room, wellness center, bike rooms, pools and spas for residential use. SECTION 4 — Uses subject to a conditional use permit in Zone 1 (a) Childcare facilities caring for more than eight (8), but no more than fourteen (14) children. SECTION 5 —,Uses permitted in Zone 2 (a) Surface parking lot with 180 spaces (approximate 1.4 acre lot) to be used by a commercial, museum, or professional offices uses. (b) Parking may be shared with the residential development through a shared parking agreement. (c) All other uses and/or structures are prohibited. SECTION 6 — Maximum permitted floor area ratio (FAR) The maximum authorized building intensity for the 2525 North Main Street project is a floor area ratio (FAR) of 1.43, including residential areas, community -serving areas (e.g., leasing office, gym and club room) and interior corridors. SECTION 7 — Minimum lot size in Specific Development No. 93 The minimum lot size is 1.4 acres. 2of12 11 A-75 SECTION 8 — Minimum street frontage in Specific Development No. 93 Lots shall have a minimum street frontage of at least 250 feet. SECTION 9 — Building height in Specific Development No. 93 (a) No residential structure shall exceed 50 feet (four stories) in height, as measured from the lowest adjacent grade of the structure to the top of the structure. (b) The six level parking structure (five levels with one level subterranean) and amenity deck shall not exceed 61 feet as measured from the lowest adjacent grade to the top of the structure. (c) The stair tower and elevator tower shall not exceed 74 feet as measured from the lowest adjacent grade to the top of structure. (d) Along the east property line the building shall tier from two, three, and four stories as shown on the approved site plan. SECTION 10 — Setback standards in Specific Development No. 93 (a) North setback. A minimum building setback of ten (10) feet shall be provided between the property line and buildings along Santiago Park. (b) South setback. A minimum building setback of one hundred thirty-four (134) feet shall be provided from Edgewood Road. (c) West setback. A minimum building setback of twelve (12) feet shall be provided between the property line and buildings along Main Street. (d) East setback. A minimum building setback of ninety (90) feet shall be provided between the property line and buildings. SECTION 11 — Off-street parking standard in Specific Development No. 93 (a) The minimum off-street parking requirements for the project are as follows: (1) 2.0 spaces per unit shall be provided (407 spaces within the parking structure and 104 space surface level parking lot). (2) Parking stalls shall not be less than eight (8) feet six (6) inches wide and eighteen (18) feet long. Double -striping is required, with the width of stalls measured from lines midway between each pair of stripes. Structural, mechanical, utility or similar appurtenances are only permitted adjacent to required stall areas if the required width of the stall is increased at least six (6) inches and if the appurtenance is not located 3 of 12 11 A-76 so as to interfere with safe and free parking movement, car door opening, or of visibility. (3) Aisles to and from parking stalls shall not be less than: Twenty-three (23) feet wide for 90-degree parking. (4) Drive aisles shall not dead-end; a turn -around method be provided to allow cars to exit if all stalls are occupied (5) The interior of the parking structure without natural lighting shall be painted white or shall be equipped with lighting devices which will provide a minimum maintained two (2) footcandle of light on the parking surface during hours of darkness. Subterranean parking areas shall maintain lighting twenty-four (24) hours a day. Lighting devices shall be protected by vandal resistant covers. (6) A minimum of ten (10) bicycle spaces shall be provided onsite. The design and materials shall comply with the approved materials board submitted for the project during building plan check. (7) Prior to submittal into building plan check, a parking management plan shall be submitted to the Planning Division for review, identifying parking per unit, and guest parking. The plan is subject to approval of the Executive Director of the Planning and Building Agency. Onsite parking shall be provided for residents and visitors of the Project and the parking demand of the Project site shall be actively monitored. Property owner "Owner" shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. SECTION 12 — Vehicular Access in Specific Development No. 93 The development shall prepare all necessary plans per City Standards and to the satisfaction of the City Engineer to: (a) Provide public access via Walkie Way/Park Santiago Drive and Main Street. The Santiago Park Entrance design and construction shall be subject to the review and approval of the City's Planning & Building, Public Works, and Parks, Recreation and Community Services Agency Directors, including residential units to front onto Santiago Park, Main Street, and the Santiago Park Drive entrance. (b) Reconstruct the existing intersection of Main Street and Walkie Way/Park Santiago Drive to accommodate the southerly relocation the east leg of the intersection, including, but not limited to: Removal of all portions of the existing east leg of the intersection. Construction of PCC curb, gutter and sidewalk along the east side of Main Street. iii. Reconstruct pavement within the intersection. 4of12 11 A-77 iv. Modification of the Traffic Signal for the Walkie Way/Park Santiago Drive intersection for the intended signal operation shall include new signals poles, traffic cabinet, install conduits and wiring, traffic signal, interconnect, provide Accessible Pedestrian Signals pedestrian push buttons, vehicle/bike video detection, signing and striping as needed to accommodate the proposed entrance to the development and Santiago Park. (c) Remove and reconstruct the raised -curb median in Main Street between Walkie Way and Edgewood Road to provide increased left turn pocket lengths per Attachment 2, including, but not limited to: i. Reconstruct asphalt pavement in Main Street to maintain standard cross slopes, positive drainage and smooth vertical transitions. ii. Provide landscaping and irrigation in the median. iii. Modify the existing channelization striping extending through intersections. (d) Coordinate with Caltrans to enter into a Cooperative Agreement with City of Santa Ana to implement traffic signal synchronization timing along Main Street between the 1-5 ramps and the modified traffic signal at Main Street and Walkie Way -Santiago Park to enhance traffic flow and reduce congestions between city streets and the State Highway System. The scope of work shall include but not limited to preparation of cooperative agreement, any required improvements, preparation and implementation of timing plans, and required permits. (e) The Emergency Vehicular Access Lane (Fire Lane) with access to Edgewood Road shall be gated per Orange County Fire Authority and City Public Works Agency requirements and standards. The emergency lane shall not be used for trash staging, trash loading and/or move-ins/outs. No other vehicular access or curb approach openings will be approved on Edgewood Road for the project. SECTION 13 — Open Space standard in Specific Development_No. 93 (a) Pedestrian Walkways and Open Space. The project will provide a minimum of 15% of the total lot size shall be open space in the form of common, landscaped open space areas, pools, spas, deck, courtyard and lobby, interior community room, dining room, gym, business room, etc. (b) Courtyards. (1) East courtyards shall be a minimum of 34 feet wide by 100 feet in depth and shall not contain any pools, spas or recreational rooms. (2) West courtyard shall be a minimum of 48 feet wide by 58 feet in depth. (c) Private Open Space. Each residential unit shall have a patio or balcony a minimum of 50 square feet in size. 5of12 11 A-78 SECTION 14 — Walls/Fences standard in Specific Development No. 93 (a) East property line. Prior to issuance of the first building permit, a solid block wall with a minimum height of eight (8) feet shall be constructed along the east property line. The block wall shall be designed to contain a decorative cap, regularly -spaced decorative pilasters, and a decorative finish in accordance to the design provisions contained within the most recent version of the City's design guidelines. (b) North property line. Prior to the issuance of the first building permit, a new wrought iron fence shall be constructed. The fence shall also incorporate decorative pilasters located a maximum of 50 feet on center. Any walls and/or fences are limited to eight (8) feet in height. (c) South and West property line walls are prohibited. Within the front and street side setbacks, walls and/or fences shall be limited to four (4) feet in height. SECTION 15 — Landscape standard in Specific Development No. 93 (a) A Landscape Plan prepared by a licensed landscape architect shall be submitted to the Planning Division for review and approval prior to the issuance of building permits. The Irrigation Plan shall include an irrigation system layout with the location of controllers and points of connection with data on valve sizes and gallons per minute (G.P.M.), the size and location of sleeves and all spray heads, including the location of conventional systems and drip systems; an irrigation legend with complete specifications; irrigation notes and construction details of all assemblies and components; a recommended irrigation schedule, preferably on an annual basis; and a summary block on the initial page of submitted plans that will present the above information clearly and accurately. The landscape plan shall include a Plant Legend containing: plant symbol, scientific name of plant material, common name of plant material, plant container size, and plant spacing. Very low, low and medium water usage plant materials are encouraged. The landscape plan shall provide a cross section of the eastern planter showing the planter at time of planting, after five (5) years and at full maturity. The cross section shall demonstrate the landscaping will adequately screen the project from the adjacent residential uses along the eastern portion of the Property. A minimum size of 36-inch box trees shall be planted along street setbacks, open space areas and shared parking areas. (b) Per the arborist report dated May 4, 2018: (1) Retain and protect in place the existing eleven (11) healthy Ficus benjamina trees adjacent to the east property line. (2) Remove the existing eight (8) unhealthy trees (Liquidambar styracii lua) in the eastern planter and plant eight (8) minimum size of 60-inch box trees in their place. 6of12 11 A-79 (3) Plant new vertical and canopy specimen trees with a minimum size of 48- inch box, 20-feet on center in the east planter within 150 feet of the front property line and within 150 feet of the rear property line. (4) The planter along the east property line shall be sized to allow for future growth and health of the trees. (5) To the extent feasible, all other healthy mature trees on the property shall be protected and preserved. If the perseveration of the existing healthy, mature trees is not feasible because of the location of the approved structures on the property, the Owner shall work with Staff to evaluate the feasibility of relocating the healthy tree(s) to other locations on the property. (c) Project Landscaping: Landscaping shall be compliant with the City of Santa Ana's Landscape Water Conservation Ordinance Chapter 41, Article XVI of the Santa Ana Municipal Code. All landscape areas shall have a fully automatic irrigation system (including spray or drip) as required by the City of Santa Ana Landscape Water Conservation Ordinance. (d) All meters shall be appropriately screened from public view with trellis work and vines or hedge -type shrubs, or be incorporated into the residential structure. (e) Installation: Landscaping for the project shall be completed in phases by building and shall be installed and inspected prior to occupancy of units within that building. The Owner shall be responsible for maintaining all common area landscaping within the development. (f) Maintenance: All plant material shall be maintained per Section 41-609 of the Santa Ana Municipal Code. SECTION 16 — Residential Si2na2e in Specific Development No. 93 (a) Signage for the project shall be consistent with Section 41-868 of the Santa Ana Municipal Code. SECTION 17 — Architectural Design in Specific Development No. 93 (a) Exterior materials. Prior to submittal into building plan check, the Owner shall submit revised architectural elevations subject to the review and approval of the Executive Director of the Planning and Building Agency. Exterior materials and finishes for the project shall comply with the approved materials board submitted for the project including stone veneer, brick veneer, ceramic tile, metal canopies, flat and metal seamed roofs. All trash enclosures and similar ancillary structures shall match the texture, material and color of the building. (1) The east building wall windows (at the 90 foot building setback) shall be opaque or clerestory (above eye level) windows. 7 of 12 11 A-80 (2) The east wall of the parking structure shall incorporate screen materials and be designed to screen the views from the amenity deck or parking structure to the neighborhood. (b) Green Building. Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. The project shall be constructed to Silver Standard or better LEED equivalent and shall at the minimum, incorporate bike lockers, bike sharing programing, electric vehicle charging stations, rain capturing systems, grey water capturing systems, and to the extent feasible, automobile sharing programing. (c) Public Art. Public Art shall be installed, and maintained with a value equivalent to one- half of one percent (0.5%) of the total construction cost of the Project. Total construction cost shall mean all design, engineering and construction costs. A public art plan shall be prepared and submitted to the City no later than one hundred eight (180) days before final approval for occupancy or the issuance of a certificate of occupancy and the approved art shall be installed prior to final approval for occupancy of the issuance of a Certificate of Occupancy for the Project. (d) Storage. A minimum of 250 cubic feet of storage, in addition to interior bedroom closets, shall be provided with minimum dimensions of 4 feet by 8 feet per unit. (e) Hardscape materials. Enhanced paving materials shall be installed at the Main Street driveway entrance. The actual paving materials shall be approved by the Planning Division. (f) Lighting standards/fixtures. The light fixtures are to integrate design elements of the building and landscape architecture. Lighting is to be designed to confine the direct rays of the artificial lighting within the boundaries of the development. Specifications of light standards/fixtures and photometrics plan shall be submitted to Planning Division for review and approval by the Planning Division prior to the issuance of building permits. (g) Composite Utility Plan. Composite utilities shall not be allowed within required parking, turnaround and landscape areas or on any fagade facing a public street. (h) Mechanical Equipment, Appurtenances, and Conduits. All mechanical equipment, heating, ventilation, air conditioning (HVAC) units, satellite dish systems, solar panels, thermal solar heaters, utility meters, above ground utility and fire safety connections will be, screened, located out of public view or be architectural integrated into the project design within designated rooms, inside walls, behind parapets, or through a combination of landscape and hardscape materials. (i) Trash Enclosures. Trash bins shall be stored in designated trash enclosures. There shall be an onsite designated trash staging area only to be used on service days and the staging area and bins shall not disrupt vehicular use of the driveway. The minimum requirements needed to service the location shall be clearly indicated on the plans and 8of12 11 A-81 subject to the approval of the Public Works Agency. SECTION 18 —Property Maintenance in Specific Development No. 93 (a) Onsite Property Manager. The Project shall include 24-hour on -site Property Management services and personnel. Up-to-date 24-hour contact information for the on -site personnel shall be provided to the following City Agencies on an ongoing basis: (1) Police Department (2) Fire Authority (3) Planning and Building Agency (4) Community Development Agency (b) Maintenance. The property shall be maintained free of trash, debris and graffiti. Graffiti shall be removed within 24-hours after its appearance in accordance with Section 10- 227 of the Santa Ana Municipal Code. (c) Crime Free Housing. Prior to submittal into building plan check, a Crime Free Housing Plan shall be submitted for review. The Plan shall be approved prior to occupancy of the first unit and shall be implemented and administered by the Owner. (d) Building Security. All structures and parking lots shall comply with the provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). (e) Emergency Evacuation Plan. An approved Emergency Evacuation Plan (EEP) from City Police and Fire Protection agencies shall be on file for the project. Up-to-date 24- hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (1) Police Department (2) Fire Authority (3) Planning and Building Agency (4) Community Development Agency (f) On Going Property Maintenance. Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Developer) 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: (1) 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.). 9of12 11 A-82 (2) 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). (3) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable. (4) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon at all times (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). (5) If Developer 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. (6) 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 and obligations and responsibilities set forth under the maintenance agreement. (7) 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. (8) The execution and recordation of the maintenance agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. 10 of 12 11 A-83 i ATTACHMENT 1 " L.- 11 of 12 11 A-84 ATTACHMENT 2 12 of 12 11 A-85 EXHIBIT 3 November 19, 2019 VIA HAND DELIVERY VIA E-MAIL CITYCOUNCIL@SANTA-ANA.ORG Santa Ana City Council 20 Civic Center Plaza P.O. Box 1988, M31 Santa Ana, CA 92701 Newmeyer & Dillion 1. LP 6q5 Dove Street Fifth Floor Newport Beach, CA 92660 949 854 7000 Charles S. Krolikowski Charles.Krolikowski@ndif.com Re: Magnolia at the Park Multi -Family Residential Project (the "Addington") Located at 2525 N. Main Street Final Environmental Impact Report, No. 2018-01 (SCH No. 2018021031) Honorable Mayor Pulido and Members of the City Council: On behalf of the Park Santiago Neighborhood Association ("PSNA"), a coalition of interested property located in the City of Santa Ana ("City"), and in accordance with the California Environmental Quality Act ("CEQA"), we submit this written comment for consideration and inclusion in the administrative record in advance of tonight's hearing on the proposed residential development project commonly referred to as Magnolia at the Park Multi -Family Residential Project or the Addington, located at 2525 N. Main Street ("Project"). This evening, the Santa Ana City Council ("City Council") must consider, after the Planning Commission's denial, the Project's proposed entitlements and certification of the Final Environmental Impact Report, No. 2018-01 (SCH No. 2018021031) ("FEIR"). PSNA respectfully requests that the Honorable Mayor and Members of the City Council affirm the Planning Commission's denial in accordance with recommendation one, both on the grounds outlined in PSNA's November 18, 2019, letter and on the grounds detailed herein. PSNA submits that the Planning Commission correctly rejected the hastily modified Project, including its FEIR. Indeed, it is the City's responsibility to independently ensure that the FEIR meets CEQA's requirements. The City, as lead agency, must guarantee that the FEIR sufficiently identifies and mitigates for the Project's significant environmental impacts. There is no excuse for the City's failure to do so. As such, the City Council should reject the proposed entitlements and uphold the Planning Commission's decision, as they are inconsistent with the policies of the City's General Plan ("General Plan") and are not supported by a legally adequate FEIR. 3917.101 / 8509864.1 Las Vegas I Newport Beach I Walnut Creek 11 A-86 newmeyerdillion.com Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 2 The FEIR is insufficient in many ways. The FEIR is legally inadequate because the Project description incorporates significant new information without providing an opportunity for meaningful public review and comment. At the same time, the FEIR still fails to meaningfully address or respond to many of the 163 written comments. Thus, the City Council should take no action on the FEIR, prepare its own, independent EIR, and, at the very least, recirculate the FEIR to allow an opportunity for truly meaningful public comment. If the City certifies this FEIR as -is, it will remain subject to significant challenge. The City may base its decision not to certify the FEIR on its failure to comply with standards governing the legal adequacy of EIRs generally. It may also determine that the FEIR is inadequate because revisions to the FEIR are required to respond to changes to the Project, changes in circumstances, or new information arising after the FOR was completed. At the very least, the FEIR should be recirculated for proper public comment before it is certified. In addition to its written objection to any Project approval, this written comment also serves as PSNA's formal request for written notice in advance of any future meetings regarding the City's consideration of the Project, including, without limitation, the filing of any notice of determination related to the FEIR. 1. THE PROJECT'S HISTORY, MULTIPLE MODIFICATIONS, AND SOLICITATION OF SURROUNDING RESIDENTIAL PROPERTY OWNERS FOR THEIR SUPPORT. The Project's history, compared to its most current iteration, is quite different from when the Planning Commission first held a public hearing to consider the Applicant's then - proposed 496-unit (84 per acre) development project. (See City Staff Rept., Oct. 28, 2019, 2-1-2-3 [discussing Project background and various modifications].) City staff recommended a reduction in development density and denial of the Project as it was then proposed. (See City Staff Rept., Oct. 28, 2019, 2-1-2-3.) The City Council agreed and the Applicant modified the Project. (City Staff Rept., Oct. 28, 2019, 2-1-2-3.) This cycle continued until the Applicant again informed City staff that it would make further modifications before again seeking to proceed before City Council. (See City Staff Rept., Oct. 28, 2019, 2-1-2-3.) The latest modifications have culminated in the present, unrecognizable and rashly considered Project —a far cry from the initial Project as considered and evaluated in the FEIR. (See City Staff Rept., Oct. 28, 2019, 2-3-2-4 [modified Project in its current iteration].) The modified Project remains on approximately 5.93 acres of property and would still require the complete demolition of an existing two-story, 81,172 square foot office building. (See City Staff Rept., Oct. 28, 2019, 2-4, Tbl. 1 [project location information]; see also, id. at p. 2-5 [discussing demolition of existing office building].) The intensity of the proposed use and requisite Project construction (demolition of an 3917.101 18509864.1 2 11 A-87 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 3 existing building) stands in harsh contrast to the surrounding, far less intensive land uses, including the designated open space "Santiago Park" to the north and the single family residential homes — R1 to the east and south. (See City Staff Rept., Oct. 28, 2019, 2-4, Tbl. 1 [Project location information and adjacent uses].) On or about October 28, 2019, the modified Project came before the Planning Commission for review. (See City Staff Rept., Oct. 28, 2019, 2-1 [listing date of hearing].) The Planning Commission denied approval of the Project. (See Official Video of Planning Comm'n Regular Meeting.)' In its present iteration before the City Council, the Project purports to construct a 256- unit multifamily housing project at 58 dwelling units per acre, with 180 surface parking spaces proposed. (See City Staff Rept., Oct. 28, 2019, 2-1, 2-4, Tbl. 1, 2-5, passim.) Entitlements requested include the following: • Adoption of an ordinance approving a development agreement between the Applicant and the City, identified as Development Agreement No. 2018-01; • Adoption of a resolution approving a general plan amendment to re -designate the property from Professional & Administrative Office ("PAO") to District Center ("DC"), identified as General Plan Amendment No. 2018-06; • Adoption of an ordinance approving an amendment application to rezone the property from Professional ("P") to Specific Development No. 93 ("SD-93"), despite language in Division 26 that requires any specific development to maintain the values of the surrounding properties; and, • Adoption of a resolution certifying the FEIR, including adoption of environmental findings of fact under the California Environmental Quality Act ("CEQA"), adoption of a purported "Clarification to the Final EIR" (City Staff Rept. at p. 2-2), a Statement of Overriding Considerations, and adoption of a Mitigation Monitoring and Reporting Program. The Project will cause a substantial and significant deprivation of the property rights of adjacent residents and businesses. For example, in public comment provided to the City Council on or about September 3, 2019, a report detailed the potential home price devaluation in the Park Santiago neighborhood that would result from the development of the proposed Project. (See City Council, Sept. 3, 2019, [public comment re Park Santiago price devaluation resulting from Project].) The Project Applicant took a unique approach in response to this apparent situation. Specifically, it appears that the Applicant solicited surrounding property owners' support by offering a substantial The meeting minutes are not yet available, accordingly, the video is available at https://santaana.�,,ranicus.com/ModiaP]ayer.php?view id=2&clip id=2527 (last accessed Nov. 13, 2019, on file). 3917,101 /8509864.1 2 11 A-88 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 4 monetary sum (up to $35,000) in exchange for an agreement not to object to the I Project. 2 THE FEIR'S PROJECT DESCRIPTION MAY BE INADEQUATE, RESULTING IN SIMILARLY FLAWED ENVIRONMENTAL ANALYSES. An environmental impact report, commonly referred to as an "EIR," is at the heart of CEQA. (See 14 Cal. Code Regs., § 15124.) A proper EIR provides the public and governmental decision -makers with detailed information on a project's likely environmental effects, describes the ways of minimizing such effects, and considers potential alternatives to a project. (Pub. Resources Code, §§ 21002.1, 21061, 21100 An accurate project description "is the sine qua non of an informative and legally sufficient EIR." (County of Inyo v. City of L.A. (1977) 71 Cal.App.3d 185, 193, 199 (hereafter County of Inyo).) When a proposed project is accompanied by an inaccurate or incomplete description, it undermines CEQA by drawing "a red herring across the path of public input." (Id. at pp. 193, 199.) A court will reject an EIR with an incomplete or inaccurate project description because, as the court stated in County of Inyo v. City of L.A.: Only through an accurate view of the project may affected outsiders and public decision -makers balance the proposal's benefit against its environmental cost, consider mitigation measures, assess the advantage of terminating the proposal (i.e., the "no project alternative") and weigh other alternatives in the balance. (Id. at p. 198.) Because CEQA defines "project" as "the whole of an action," (14 Cal. Code Regs., § 15378; see Habitat & Watershed Caretakers v. City of Santa Cruz (2013) 213 Cal.AppAth 1277, 1297; Banning Ranch Conservancy v. City of Newport Beach (2012) 211 Cal.AppAth 1209, 1220 (hereafter Banning Ranch)), an EIR must also describe the entire proposed project —not a piecemeal version. (East Sacramento Partnership for a Livable City v. City of Sacramento (2016) 5 Cal.App.5th 281, 293; Banning Ranch, 211 Cal.AppAth at p. 1222; Communities for a Better Envt. v. City of Richmond (2010) 184 Cal.AppAth 70, 98.) A project description must include future expansion or later phases of a project that will foreseeably result from project approval. (Laurel Heights Improvement Assn. v. Regents of Univ. of Cal. (1988) 47 Cal.3d 376 (hereafter Laurel Heights); 14 Cal. Code Regs., § 15126 [EIR's impact analysis must consider all phases of project].) Additionally, an EIR's project description must be internally consistent. If not, it cannot provide a vehicle for informed public participation in the decision -making process. (County of Inyo, 71 Cal.App.3d at p. 197 [shifting EIR description from groundwater pumping to replacing the entire aqueduct system].) 3917.101 / 8509864.1 11 A-89 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 5 Here, the Project proposes a large-scale planned residential development that violates the General Plan as discussed in detail in our letter regarding the same, dated November 18, 2019. Moreover, under the terms of the existing entitlements and the existing Project description in the FEIR, the Project is capable of a much higher maximum density than that being considered in the environmental review. As such, the Project description may be inaccurate because it fails to identify, and thus properly consider, changes to the existing land use designations and the maximum allowable density based on the proposed entitlements to the same. 3. THE FEIR MAY IMPROPERLY ASSUME A POST -DEVELOPMENT BASELINE. The idea of a "baseline" in the context of the FEIR is fundamental to its legitimacy. As a general matter, a baseline is important in part because it operates as the starting point by which all future comparisons are made. It follows that an EIR, like the FEIR here, which purports to report the environmental impacts of a proposed project, must start at the beginning. In other words, the baseline used as the yardstick by which relative change is measured must, itself, be a sound source for comparison. Experts explain the concept of a false baseline as the shifting "waistline' problem. For many of the same reasons, it would be difficult to determine weight loss if the starting scale measured you 30 pounds underweight. An EIR is likewise of little value if potential impacts, alternatives, and mitigation measures are evaluated relative to a false or shifting starting point. CEQA acknowledges this by defining how a project must determine its baseline. According to Title 14 Section 15125(a), a baseline condition must reflect the existing conditions, applicable plan designations, and zoning for the Project area in effect. Yet, the FEIR's impact analyses and conclusions are often based on the assumed approval of the underlying entitlements it purports to evaluate. Similar issues exist throughout the FEIR, as well as just in the Project description. Separately, the Project fails to properly consider its impacts relative to the applicable general, regional, and specific plans. (14 Cal. Code Regs., §15125, subd. (d).) Ultimately, CEQA requires an evaluation of the Project in its existing environmental and regulatory setting —not in a vacuum. Accordingly, an EIR must discuss and evaluate inconsistencies between the proposed Project and its applicable general, specific, and regional plans. (Ibid. ["applicable" plans have been adopted and legally apply to a proposed project].) Here, existing land use designations allow for a much lower maximum density for the entire Project area. This lower density is consistent with the applicable general, regional, and specific plans, but entirely inconsistent with the high -density development proposed by this Project. Thus, because the FEIR evaluates the Project against a false or shifting baseline that is inconsistent with existing baseline conditions, the resulting analyses likewise fail, likely rendering the FEIR legally insufficient. 3917.101 1 8509864.1 �l V 5 11 A-90 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 6 4. ULTIMATELY, THE CITY MAY BE RESPONSIBLE FOR THE INADEQUATE FEIR. CEQA compliance must occur before the City approves the Project. When a public agency gives a project "approval" it "commits to a definite course of action in regard to a project." (CEQA Guidelines, 14 Cal. Code Regs., § 1532, subd. (a).) In Save Tara v. City of West Hollywood (2008) 45 CalAth 116, 130-132, the Court struck down a project, finding that the city violated CEQA because it had impermissibly committed itself to the project before completing an adequate CEQA review. While an applicant's consultant may prepare an EIR, that does not relieve the City from its independent duty to review and exercise judgment over the document. Indeed, the City must independently review, evaluate, and exercise judgment over the document and the issues it raises and addresses. (Friends of La Vina v. County of Los Angeles (1991) 232 Cal.App.3d 1446, 1452; Pub. Res. Code, § 21082.1.) Ultimately, the City will be the one left holding the bag for certification of an inadequate EIR. (Mission Oaks Ranch, Ltd. v. County of Santa Barbara (1998) 65 Cal.AppAth 713, 723-724.) Here, the adequacy of the FEIR's Project description is inextricably linked to the adequacy of its analyses of environmental effects. If the description, baseline, and consistency requirements are not met —the resulting environmental analyses will be similarly flawed. (See Laurel Heights, supra; 47 Cal.3d 376 [EIR failed to describe or analyze project accurately].) For example, if an EIR bases its cumulative impact analyses on general plan projections, it must explain why these projections function as a realistic predictor of related impacts. (See 14 Cal. Code Regs. § 15130, subd. (b)(1)(B).) Moreover, a general plan's projections of future growth and related impacts are an inadequate basis for an EIR's cumulative impact analysis if the plan's projections do not cover a sufficiently wide area or exclude relevant data. (See Kings County Farm Bureau v. City of Hanford (1990) 221 Cal.App.3d 692 [no explanation of why analysis of cumulative air quality impacts was limited to Central Valley]; Citizens to Preserve the Ojai v. County of Ventura (1985) 176 Cal.App.3d 421 [air quality analysis defective for failure to include contribution to pollution from offshore oil operations].) This is particularly true in situations like those at issue here, where the Project was originally envisioned at a higher density. Because the FOR may rely on inaccurate estimates of projected development density, the analyses that flow from that estimate may be similarly flawed. In addition to the potential issues identified in this comment and the various additional comments submitted, the FEIR also may fail to identify, discuss, or mitigate potential significant impacts in the transportation and circulation section. For example, back-up of southbound traffic on N. Main Street between Edgewood Road and Walkie Way has the potential to significantly increase traffic and block intersections. The Project is proposing to reduce the distance between these intersections, while adding traffic to the back-up of traffic. In the technical studies for the project, information is calculated that 3917.101 18509864.1 11 A-91 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 7 shows this back-up increasing into the future, but it was not evaluated or mitigated in the report text. This is important especially considering the overly wide intersection being created with the project at Walkie Way. Once the FEIR is revised to include an accurate Project description, then additional substantive issues may be raised and addressed. PSNA reserves its right to submit supplemental information and evidence up to the final public hearing on the Project. g (See, e.g., Galante Vineyards v. Monterey Peninsula Water Management (1997) 60 Cal.AppAth 1109, 1119-1120 [applicant has right to present comments "prior to the close of the public hearing on the project."]; Coal. for Student Action v. City of Fullerton (1984) 153 Cal.App.3d 1194, 1197 [same principle].) 5. THE FEIR SHOULD BE RECIRCULATED BECAUSE IT INCLUDES SIGNIFICANT NEW INFORMATION. An EIR must be recirculated if significant new information is added, in which case, further public and agency review is required. (Pub. Resources Code, § 21092.1; 14 Cal. Code Regs., § 15088.5.) The Public Resources Code says the following with respect to mandatory circulation prior to certification: When significant new information is added to an environmental impact report after notice has been given pursuant to Section 21092 and consultation has occurred pursuant to Sections 21104 and 21153, but prior to certification, the public agency shall give notice again pursuant to Section 21092, and consult again pursuant to Sections 21104 and 21153 before certifying the environmental impact report. (Pub. Resources Code, § 21092.1.) New information is "significant" where the EIR has changed in a way that deprives the public of a meaningful opportunity to comment. (See Spring Valley Lake Assn. v. City of Victorville (2016) 248 Cal.AppAth 91, 106-109 [finding the revisions to the air quality analysis and hydrology and water quality impact analysis "problematic"] (hereafter "Spring Valley') [citing Laurel Heights Improvement Assn. v. Regents of University of California (1993) 6 Cal.4th 1112, 1129 (hereafter "Laurel Heights 11")] ["the California Supreme Court] held that new information is 'significant,' within the meaning of section 21092.1, only if as a result of the additional information 'the EIR is changed in a way that deprives the public of a meaningful opportunity to comment upon a substantial adverse environmental effect of the project or a feasible way to mitigate or avoid such an effect.' (Accord, [Guidelines], § 15088.5, subd. (a).)"].) 3917.101 / 8509864.1 11 A-92 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 8 For example, the Spring Valley Court found revisions to the air quality impacts analysis, as well as the hydrology and water quality impact analyses "problematic," as the new analyses constituted significant new information requiring recirculation under Section 21902.1. (Spring Valley, supra, 248 Cal.App.4th at pp. 108-109.) As to the air quality impacts analysis, the revisions analyzed the project's consistency with several general plan air quality policies and implementation measures. The Court found as follows with respect to the new information on air quality: As there is insufficient evidence to support the City's finding the project is consistent with these two implementation measures (see pt. I, ante), the information discloses a substantial adverse environmental effect. (Id. at p. 108.) Ultimately, the Court found that the revisions constituted significant new information requiring recirculation because their "breadth, complexity, and purpose" deprived the public of a meaningful opportunity to comment on an ostensibly feasible way to mitigate a substantial, adverse environmental effect. (ld. at pp. 108-109; see also Save our Peninsula Committee v. Monterey County Board of Supervisors (2001) 87 Cal.AppAth 99, 107 (hereafter "Save our Peninsula") ["We conclude that the EIR in this case did not comply with CEQA in its treatment of several critical water issues. Because of these inadequacies, the Board's action certifying the EIR and approving the project constituted an abuse of discretion."]; Vineyard Area Citizens for Responsible Growth, Inc. v. City of Rancho Cordova (2007) 40 Cal.4th 412, 421, as modified (Apr. 18, 2007) [finding that the Draft EIR must be revised and recirculated for public comment].) Similarly here, the FEIR incorporates substantial and significant new information and analyses that must be allowed to undergo further public review. For example, the FEIR for the first time appears to include an Arborist Report as a designed mitigation measure with respect to the existing mature trees that the Project proposes to remove. (See City Staff Rept., Oct. 28, 2019, 2-7; see also, id, at p. 2-38 [proposed statement of findings discussing certain Project Design Features "PDFs" that will be implemented like mitigation measures based on the Arborist Report].) This additional measure also purportedly identifies eight trees in an unhealthy condition recommended for removal. (See City Staff Rept., Oct. 28, 2019, 2-7.) The City also acknowledges that this removal will require further review by the Environmental and Transportation Advisory Committee, but that it "will occur at a later date[.]" (See City Staff Rept., Oct. 28, 2019, 2-7.) But, CEQA contemplates a full and complete environmental review that occurs prior to action on the Project —not at some later date after the environmental document has already been certified. If the latter were true, CEQA would be rendered meaningless. Moreover, as the statement of overriding considerations acknowledges, the site could be used by one -special -status wildlife species: the western mastiff bat. (See City Staff Rept., Oct. 28, 2019, 2-57 [draft statement of overriding considerations].) In fact, the 3917.101 / 8509864.1 11 A-93 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 9 species has a "the site could be used by one special -status wildlife species, the western mastiff bat, that has a low potential to roost in the large trees and palms[,]" many of which are being removed for the first time in the FEIR due to a new mitigation measure and Arborist's Report designating certain existing trees and palms as unhealthy and qualified for removal. (See City Staff Rept., Oct. 28, 2019, 2-57 [draft statement of overriding considerations].) Overall, the FEIR fails to adequately address significant concerns raised by state and federal agencies, independent scientists, conservation organizations, tribal representatives, and members of the public directly affected by this new mitigation measure. As a result of these and other related deficiencies, the FEIR may fail to fully inform the public and decision -makers of the Project's significant environmental impacts and to analyze and/or mitigate these impacts in accordance with CEQA. Failing to recirculate given these changes to the most significant and unavoidable impacts would result in an inability of the public or agencies to meaningfully comment on the Project's environmental impacts. The City should thus allow the FEIR to be recirculated and evaluated. 6. CONCLUSION. The adequacy of an EIR's project description is inextricably linked to the adequacy of its analyses of environmental effects. If the description, baseline, and consistency requirements are not met, the resulting environmental analyses will reflect the same mistakes. This is particularly true in situations like those at issue here, where the Project as originally envisioned is entirely different from the one presently before the City Council. Once a new EIR is prepared, then additional substantive issues may be raised and addressed. PSNA reserves its rights to submit further public comment at and up to the close of the record on the Project and requests formal, written notice in advance of any future meetings or notices of determination related to the Project. For the foregoing reasons, among others, PSNA respectfully requests that the City Council deny the proposed Project, consistent with the Planning Commission's recommendation below. 3917.101 / 8509864.1 Q 10 11 A-94 Honorable Mayor Pulido Santa Ana City Council November 19, 2019 Page 10 Very truly yours, Charles S. Krolikowski Cc: Mayor Miguel Pulido, mpulido(cDsanta-ana.orq Mayor Pro Tern Juan Villegas, jvillegas(a�santa-ana.orq Councilmember David Penaloza, dpenaloza(a)santa-ana.orq Councilmember Jose Solorio, JSolorio(a)santa-ana.org Councilmember Vicente Sarmiento, vsarmientopsanta-ana.orq Councilmember Cecilia Iglesias, ciglesias(i)santa-ana.orq Park Santiago Neighborhood Association CSK:sIt 3917.101 / 8509864.1 11 A-95 NEWMEYER DILLION O�O November 18, 2019 VIA HAND DELIVERY AT MEETING VIA E-MAIL CITYCOUNCIL@SANTA-ANA.ORG Santa Ana City Council 20 Civic Center Plaza P.O. Box 1988, M31 Santa Ana, CA 92701 Newmeyer & Dillion LLP 895 Dove Street Fifth Floor Newport Beach, CA 92660 949 854 7000 Charles S. Krolikowski Charles.Krolikowski@ndlf.com Re: Magnolia at the Park Multi -Family Residential Project (the "Addington") Located at 2525 N. Main Street Final Environmental Impact Report, No. 2018-01 (SCH No. 2018021031) Honorable Mayor Pulido and Members of the City Council: This office represents the Park Santiago Neighborhood Association ("PSNA"), a coalition of interested property owners located in the City of Santa Ana ("City"), within the zone of impacts of the proposed residential development project commonly referred to as Magnolia at the Park Multi -Family Residential Project or the Addington, located at 2525 N. Main Street ("Project"). This letter addresses AC 2525 Main LLC's ("Applicant") appeal of the City of Santa Ana Planning Commission's ("Planning Commission") recent denial of the Proposed Project at its meeting on October 28, 2019. PSNA is concerned regarding the Applicant's continued pursuit of approvals that do not conform to the policies and objectives of the City's General Plan and its efforts to do so by way of bribing adjacent property owners. In addition, the City's continued willingness to consider a high density multi -family residential development in an area where it would not mesh raises concerns as to why the City has not asked the Applicant to consider other viable development options for the site that would not have a detrimental effect on the community and that would conform with the policies and objectives of the General Plan. PSNA respectfully requests that the Honorable Mayor and Members of the City Council ("City Council") affirm the Planning Commission's denial, in accordance with recommendation one in the Staff Report. PSNA submits that the Planning Commission correctly rejected the modified Project. Indeed, despite multiple revisions, the Project remains grossly inconsistent with the City of Santa Ana's General Plan and the character of the surrounding community. At the same time, the Project documents 4398.101 / 8504501.2 Las Vegas I Newport Beach I Walnut Creek 11 A-96 newmeverdillion.com Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 2 reveal that its impacts, environmental or otherwise, still have not been properly considered by the elected body or its constituents. For these reasons, among others detailed more fully below, the Planning Commission's denial must be upheld. In addition to its written objection to any Project approval, this written comment also serves as PSNA's formal request for written notice in advance of any future meetings regarding the City's consideration of the Project, including, without limitation, the filing of any notice of determination related to the purportedly Final Environmental Impact Report No. 2018-01 (SCH No. 2018021031) ("FEIR"). 1. THE PROJECT'S HISTORY, MULTIPLE MODIFICATIONS, AND THREE DENIALS. Jeremy Ogulnick, representing AC 2525 Main, LLC, is proposing to construct a 256-unit multi —family residential development (58 dwelling units per acre) on a 4.4-acre parcel of land at 2525 North Main Street. Additionally, the Applicant is proposing to create a second parcel to accommodate a 180-space surface level parking lot that is proposed to be used by the Discovery Cube on an adjacent 1.4-acre parcel. Actions required to approve the Project include the certification and adoption of the FEIR for the development, which includes a Clarifications to the FEIR document, a mitigation monitoring and reporting program, and a statement of overriding considerations. Entitlements needed for the development include the approval of a development agreement between the City and applicant/owner, a general plan amendment to redesignate the land use designation of the property from Professional and Administrative Office ( PAO) to District Center ( DC), and an amendment application to rezone the property from Professional (P) to Specific Development No. 93 (SD- 93). The Project's history, compared to its most current iteration, is quite different from when the Planning Commission first held a public hearing to consider the Applicant's then - proposed 496-unit (84 per acre) development project on January 14, 2019. (See City Staff Rept., Oct. 28, 2019, 2-1-2-3 [discussing Project background and various modifications].) City staff recommended and presented a reduction in development from 496 units (84 Dwelling units per acre [DUA]) to 476 units, 81 DUA. The Project was denied by the Planning Commission. (See City Staff Rept., Oct. 28, 2019, 2-1-2- 3.) The City Council directed the Applicant go back to the Planning Department and Planning Commission after consultation with the community. (City Staff Rept., Oct. 28, 2019, 2-2) This cycle continued until the Applicant again informed City staff that it would make further modifications before again seeking to proceed before City Council. (See City Staff Rept., Oct. 28, 2019, 2-1 thru 2-3.) The July 22, 2019, Planning Commission meeting was adjourned at the last minute due to no quorum. On August 12, 2019 the 4398.101 18504501.2 12 11 A-97 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 3 Applicant's Project of 347 units resulted in an impasse by the Planning Commission. The Applicant chose to appeal the Project to the City Council. Following this meeting and due to extensive modifications to the Project, the City required that a modified project be presented to the Planning Commission once again. The latest modifications have culminated in the present, unrecognizable, and rashly considered Project —a far cry from the initial Project as considered and evaluated in the FEIR. (See City Staff Rept., Oct. 28, 2019, 2-3 thru 2-4 [modified Project in its current iteration].) The staff report identifies the modified Project will have a lot line adjustment and be built on 4.4 acres, with the remaining 1.4 acres to be used by a third party for surface parking. There is no mention of selling this 1.4 acres to a third party in the staff report. The 4.4 acre property would still require the complete demolition of an existing two-story, 81,172 square foot office building. (See City Staff Rept., Oct. 28, 2019, 2-4, Tbl. 1 [project location information]; see also, id. at 2-5 [discussing demolition of existing office building].) The intensity of the proposed use and requisite Project construction (demolition of an existing building) stands in harsh contrast to the surrounding, far less intensive land uses, including the designated open space "Santiago Park" to the north and the single family residential homes — R1 to the east and south. (See City Staff Rept., Oct. 28, 2019, 2-4, Tbl. 1 [Project location information and adjacent uses].) On or about October 28, 2019, the modified Project came before the Planning Commission for the third time. (See City Staff Rept., Oct. 28, 2019, 2-1 [listing date of hearing].) The Planning Commission denied, again for a third time, approval of the Project. (See Official Video of Planning Commission Regular Meeting.)' In its present iteration before the City Council, the Project purports to construct a 256- unit multifamily housing project at 58 dwelling units per acre, with 511 parking spaces proposed, and an additional 180 surface parking spaces on the second adjacent lot. (See City Staff Rept., Oct. 28, 2019, 2-1, 2-4, Tbl. 1, 2-5, passim.) However, the conditions of approval acknowledge that no joint parking agreement is in place and that there would not be one until the issuance of the first certificate of occupancy. (See City Staff Rept., Oct. 28, 2019, 2-603.) Even upon issuance, it appears that any joint parking agreement would be revocable at any time and by either party. (ibid.) Again, entitlements requested include the following: Adoption of an ordinance approving a development agreement between the Applicant and the City, identified as Development Agreement No. 2018-01; ' The meeting minutes are not yet available, accordingly, the video is available at https://santaana. aanicus.com/MediaPlaver.php?view id=2&clip id=2527 (last accessed Nov. 11, 2019, on file). 4398.101 / 8504501.2 12 11 A-98 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 4 Adoption of a resolution approving a general plan amendment to re -designate the property from Professional & Administrative Office ("PAO") to District Center ("DC"), identified as General Plan Amendment No. 2018-06; Adoption of an ordinance approving an amendment application to rezone the property from Professional ("P") to Specific Development No. 93 ("SD-93"), despite language in Division 26 that requires any specific development to maintain the values of the surrounding properties; and, Adoption of a resolution certifying the FEIR, including adoption of environmental findings of fact under the California Environmental Quality Act ("CEQA"), adoption of a purported "Clarification to the Final EIR" (City Staff Rept. at p. 2-2), a Statement of Overriding Considerations, and adoption of a Mitigation Monitoring and Reporting Program. The Project will cause a substantial and significant deprivation of the property rights of adjacent residents. For example, in public comment provided to the City Council on or about September 3, 2019, a report detailed the potential home price devaluation in the Park Santiago neighborhood that would result from the development of the proposed Project. (See City Council, Sept. 3, 2019, [public comment re Park Santiago price devaluation resulting from Project].) The Project Applicant took a unique approach in response to this apparent situation. Specifically, it appears that the Applicant solicited adjacent property owners' support by offering a substantial monetary sum (of at least $35,000) in exchange for an agreement not to object to the Project. 2. ANY CITY COUNCIL APPROVAL OF THE MODIFIED PROJECT WOULD BE INCONSISTENT WITH THE GENERAL PLAN. As the City Council is aware, a city's general plan provides the constitution for all future development in the City. As a practical matter no city can function without it." (See Nelson v. Carlson (1993) 17 Cal.AppAth 732, 740, as modified on denial of reh'g (Aug. 27, 1993).) Indeed, the Legislature has developed a comprehensive scheme covering a general plan's development, adoption, and amendment. (See Gov. Code, § 65100 et seq.) Every city is required to prepare and adopt one. (Gov. Code, §§ 65300, 65350.) A general plan must include a detailed discussion covering a city's land use, circulation, housing, conservation, noise and safety, along with "a statement of development policies and shall include a diagram or diagrams and text setting forth objectives, principles, standards, and plan proposals." (Gov. Code, § 65302.) Once adopted, a city's zoning ordinances must be consistent with the general plan's objectives, policies, land uses and programs. (Gov. Code, § 65860, subd. (a)(ii); see also Lesher Comms., Inc. v. City of Walnut Creek (1990) 52 Cal.3d 531, 535-536.) As such, the alteration or amendment of a general plan should not be taken lightly. The impact on the City's residents is significant and a perceived benefit such as revenue is 4398.101 18504501.2 12 13 14 11 A-99 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 5 insufficient to justify the negative impacts of increased traffic, increased density, incompatibility with neighboring communities, and environmental factors that would be caused by allowing the Applicant's proposed amendment to the City's General Plan. Moreover, the Applicant's efforts to purchase the silence of those opposed to its application should mandate denial as a matter of principal and equity. As noted above, the Planning Commission denied approval of the Project three times, the latest on October 28, 2019. (See Official Video of Planning Comm'n Regular Meeting.)2 In its present iteration before the City Council, the Project purports to construct a 256-unit multifamily housing project at 58 dwelling units per acre, with 511 parking spaces proposed and an additional 180 surface parking spaces on the second adjacent lot. (See City Staff Rept., Oct. 28, 2019, 2-1, 2-4, Tbl. 1, 2-5, passim.) Also discussed above, the Project site is approximately 4.51 acres and construction thereon will require the complete demolition of an existing two-story, 81,172 square foot office building. (See City Staff Rept., Oct. 28, 2019, 2-4, Tbl. 1.) Again, the intensity of the proposed use stands in stark contrast to its surrounding surrounded uses, including an open space park to the north and single family residential homes to the east and south. (See ibid.) The Project site has a current land use designation of Professional and Administrative Office, with a zoning of Professional. The allowable uses of the property are limited to professional and administrative offices, banking or finance, travel agencies, medical and dental offices, museums or science centers, pharmacies, child care facilities, and freestanding regular -hours eateries. (See SAMC, §41-313.) Other allowable uses of the property, subject to a conditional use permit, include hospitals, convalescent facilities, health clubs, trade schools, ambulance response services, late -night eateries, adult day care facilities, banquet halls, clubs or lodges, and bail bonds. (SAMC, §41- 313.5.) The maximum allowable density for the adjacent R-1 district wherein the Park Santiago neighborhood is located is low density residential (LR-7) or seven (7) dwelling units per acre, with an actual density of 4.4 dwelling units per acre. (Ibid.) 14 The City's current General Plan does not support the approval of the Project, even in its current form. Excerpts of the relevant land use and housing elements that remain 15 inconsistent with the proposed Project approvals are referenced below: '- The meeting minutes are not yet available, accordingly, the video is available at https://santaana. aanicus.com/MediaPlaver.php?view id=2&clip id=2527 (last accessed Nov. 11, 2019, on file). 4398.101 / 8504501.2 11A-100 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 6 INCONSISTENCIES WITH LAND USE ELEMENT The Land Use Element is divided into five sections: Purpose & Scope, Community Factors, Policy Plan, Implementation Plan, and Appendix. Excerpts of the Land Use Element relevant to this objection are cited below: Community Factors "A key role in shaping [the] future growth and redevelopment, the Land Use Element perpetuates positive land uses and promotes development which supports a high quality of life throughout the community." (Land Use Element, at p. 5, emphasis added.) "Many of the City's land use characteristics are directly related to its historic position as one of Orange County's earliest pioneer settlements." (Ibid, emphasis added.) The City is the fifth largest city in Orange County, of which 58% of its 27.3 square miles is devoted to residential development. (Id., at p. 6.) Policy Plan Land Use Goal 3: "Preserve and improve the character and integrity of neighborhoods." (Land Use Element, at p. 9.) Land Use Goal 6: "Reduce residential overcrowding to promote public health and safety." (Ibid.) Land Use Policies Policy 1.2: "Support high density residential development within the City's District Centers as a part of mixed use development." (Id., at p. 10.) Policy 2.2: "Support new development which is harmonious in scale and characterwith existing development in the area." (Id., at p. 11.) Policy 3.1: "Support development which provides a positive contribution to neighborhood character and identity." (Id., at p. 12.) Policy 3.5: "Encourage new development and/or additions to existing development that are compatible in scale, and consistent with the architectural style and character of the neighborhood." (Ibid, emphasis added.) 4398.101 18504501.2 15 11A-101 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 7 Policy 5.2: "Protect the community from incompatible land uses." (Id., at p. 13.) Policy 5.4: "Support land uses which are consistent with the Land Use Plan of the Land Use Element." (Ibid.) Policy 5.5: "Encourage development which is compatible with, and supportive of surrounding land uses." (Ibid.) INCONSISTENCIES WITH HOUSING ELEMENT The Housing Element introduces the City's housing needs and contains an analysis of resources to address those needs. (Housing Element, at p. 2.) Excerpts of the Housing Element relevant to this objection are cited below: COMMUTE PATTERNS "[T]he majority of employed Santa Ana residents work outside of the City, approximately 20 percent work within the City." (Housing Element, at p. 13.) NEIGHBORHOOD CHARACTERISTICS "Approximately 70 percent of all residential areas within the City are single-family residential neighborhoods. Many of these neighborhoods are established and well maintained, and several neighborhoods contain state and local historic resources." (Id., at p. 15.) "To protect and stabilize residential neighborhoods, support the City's economic base, and provide housing for the local workforce, Santa Ana is developing new residential neighborhoods in District Centers close to employment centers. These District Centers include the Metro East Mixed Use Overlay Zone, MacArthur Place, Downtown Santa Ana, City Place, and similar locations. [... ] These residential neighborhoods are intensely urbanized, transit oriented, and explicitly designed to support a full array of housing needs in Santa Ana." (Ibid., emphasis added.) AVAILABLE LAND FOR HOUSING "The City has identified areas for future development and mixed uses within its District Centers and transit corridors. [... ] The sites are specifically chosen to create distinct and vibrant activity centers linked together with a variety of transportation options." (Id., at p. 30.) 4398.101 18504501.2 15 11A-102 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 8 POLICY FRAMEWORK Policy HE-1.7: "Historic Preservation. Support preservation and enhancement I 15 of residential structures, properties, street designs, lot patterns, and other visible reminders of neighborhoods that are considered local historical or cultural resources. (Housing Element, at p. 43.) Similar inconsistencies should also cause the City concern. For example, the Project contemplates public access to the City's Santiago Park via the proposed development. This private -to -public access creates obvious problems with respect to maintenance costs and liability, but the Project as contemplated does not appear to address those issues. Moreover, the Project documents frequently reference the Project as a District Center, although its current iteration does not contemplate a mixed -use component, a requirement of any District Center development. For the foregoing reasons, among others, any approval of the Project would be inconsistent with and continue to violate the City's General Plan. 3. THE PROJECT APPROVAL MAY SUBJECT THE CITY TO SUBSTANTIAL LITIGATION. In addition to the problems with respect inconsistency with the General Plan as identified above, the City's actions described herein may give rise to a compensable regulatory taking. Specifically, the City's approval of the Project will intentionally interfere with the property rights of the surrounding property owners, depressing the value of the properties wherein some or all economic uses of the will be impacted under the Penn Central and/or Kavanau tests. (See, e.g., Penn Central Transp. Co. v. New York City (1978) 438 U.S. 104, 123; Kavanau v. Santa Monica Rent Control Bd. (1997) 16 CalAth 761, 771-777; see also Jefferson Street Ventures, LLC v. City of Indio (2015) 236 Cal.AppAth 1175.) Evidence of this depression in value has already been provided to the City Council. (See City Council, Sept. 3, 2019, [public comment re Park Santiago price devaluation resulting from Project].) In fact, on September 3, 2019, public comment provided in the formal record for the Project detailed the potential home price devaluation that would result. (ibid.) Here, the Park Santiago neighborhood consists of approximately 1100 homes at an average value of $700,000 each. If the value of these homes is depressed by even as little as 5%, or approximately $35,000, that would result in potential losses of up to $38.5 million. (See ibid.) As such, the City may have significant exposure for inverse condemnation for injury to property interests caused by the City's failure to properly and thoroughly consider the impacts of this Project on surrounding properties, although such impacts are required to be considered under Division 26 of the Santa Ana Municipal Code ("SAMC"). (See Knick v. Township of 4398.101 18504501.2 16 17 11A-103 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 9 Scott, Pennsylvania (2019) 139 S.Ct. 2162; Landgate, Inc. v. California Coastal Comm'n (1998) 17 CalAth 1006, 1029.) Further, it appears that the Applicant acknowledged these potential losses and has solicited surrounding property owners' support by offering at least $35,000 to certain homeowners in exchange for their support of the Project. The City Council cannot and should not condone this conduct, as it results in a further violation of Chapter 41, which requires that the value of surrounding properties be maintained prior to the approval of any specific development. (SAMC, § 41-593.1.) Failure to properly consider the impacts outlined above, among others, may subject the City to inverse condemnation liability as a result. 4. THE DEVELOPMENT AGREEMENT CONTAINS PROVISIONS THAT MAY IMPERMISSIBLY CONTRACT AWAY THE CITY'S DISCRETION. Land use regulations involve the exercise of the police power and the right to exercise the police power cannot be contracted away. (See Richeson v. Helal (2007) 158 Cal.AppAth 268, 280-281, as modified (Dec. 21, 2007); Avco Community Developers, Inc. v. South Coast Regional Com. (1976) 17 Cal.3d 785, 800; City of Glendale v. Superior Court (1993) 18 Cal.AppAth 1768, 1778-1779; Delucchi v. County of Santa Cruz (1986) 179 Cal.App.3d 814, 823; Carty v. City of Ojai (1978) 77 Cal.App.3d 329, 342-343.) If a contract cannot be read harmoniously with the police power, the contract would be unconstitutional as "contracting away" the City's sovereign police power. (Delucchi v. County of Santa Cruz, supra, at pp. 823-824.) Although a development agreement itself operates as a legislative act and not necessarily a contract, it is subject to the principles expressed above. In Save Tara v. City of West Hollywood (2008) 45 CalAth 116, 130-132, the Court struck down a similar project by finding that the city violated CEQA because it had impermissibly committed itself to the project before completing an adequate CEQA review. When a public agency gives a project "approval" it "commits to a definite course of action in regard to a project." (CEQA Guidelines, 14 Cal. Code Regs., § 1532, subd. (a).) Because the proposed development agreement can be read to unconditionally commit to an approval without first attaining CEQA compliance and without proper preservation of the City's police powers, any related Project approval may be held invalid. 5. IF THE CITY COUNCIL APPROVES THE PROJECT AS IS, IT WILL BE SUBJECT TO CHALLENGE BY REFERENDUM. 17 Ifs If the City Council approves the Project in its current state, the support of ten percent or more of the registered voters will be easily attainable for a referendum of the legislative 19 entitlements. The City's own staff report supports this, as it repeatedly references the 4398.101 18504501.2 11A-104 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 10 number of opponents as early as the initial notice of proceeding, which received 163 comment letters. For example, on August 27, 2018, the Planning Commission conducted a work-study session to overview the Project. As part of this session, the Planning Commission received numerous comments, largely opposed, including thirty- two (32) verbal comments, with three (3) in support and twenty-nine (29) in opposition; and nine (9) written comments, with one (1) in support and eight (8) in opposition. The opponents to the Project have only increased over time. At the latest Planning Commission meeting on October 28, 2019, sixty-two (62) speakers expressed opposition and only two (2) expressed support of the project. In addition, ninety-eight (98) individuals submitted written comments, with ninety-four (94) in opposition and only four (4) in support. Upon submittal of any such referendum, the City will have a mandatory duty to process and submit any such initiative and referendum measures. (Duran v. Cassidy (1972) 28 Cal.App.3d 574 [city clerk]; Elec. Code, § 4008; Farley v. Healey (1967) 67 Cal.2d 325 [charter of the City and County of San Francisco]; Elec. Code, § 180; see also Yost V. Thomas (1984) 36 Cal.3d 561, 564, fn. 2.). The cost to the City and its taxpayers to process such a referendum could be in the hundreds of thousands of dollars. 6. THE CITY COUNCIL CANNOT APPROVE THE PROJECT BECAUSE OF A FAILURE TO PROVIDE ADEQUATE NOTICE. The requirement for meaningful notice and an opportunity to be heard extend to rezonings and other legislative acts. This is particularly true where property rights are affected. As noted above, the value of the impact to the neighboring homes may be substantial. Thus, adjacent properties are entitled to due process notice. The due process clause of the Fourteenth Amendment requires "at a minimum ... that deprivation of life, liberty or property by adjudication be preceded by notice and opportunity for hearing..." (Mullane v. Central Hanover Co. (1950) 339 U.S. 306, 313.) The 'root requirement' of due process is "that an individual be given an opportunity for a hearing before he is deprived of any significant property interest." (Scott v. City of Indian Wells (1972) 6 Cal.3d 541, 548-549; Boddie v. Connecticut (1971) 401 U.S. 371, 379.) Notice and an opportunity to be heard are prerequisites. (Anderson Nat. Bank v. Luckett (1944) 321 U.S. 233, 240-247; Horn v. County of Ventura (1979) 24 Cal.3d 605, 612-615; Topanga Assn. for a Scenic Community v. County of Los Angeles (1974) 11 Cal.3d 506, 517; Kennedy v. City of Hayward (1980) 105 Cal.App.3d 953.) State and local law therefore require valid notice of the hearing be given to nearby property owners. (Gov. Code, §§ 65901, 65905; FCZO, § 877(13)(5)(c).) For notice to be valid, "notice must, at a minimum, be reasonably calculated to afford affected persons the realistic opportunity to protect their interests. [Citations.]" (Horn v. County of 4398.101 / 8504501.2 19 20 11A-105 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 11 Ventura, supra., 24 Cal.3d at p. 617.) Several cases have held that to be adequate "the notice must be such as would according to common experience be reasonably adequate to the purpose." (See, e.g., Kennedy v. South Coast Regional Com., supra, 68 Cal.App.3d at pp. 670-672; Litchfield v. County of Marin (1955) 130 Cal.App.2d 806, 813; Scott v. City of Indian Wells (1972) 6 Cal.3d 541, 548-549; Drum v. Fresno County Dept. of Public Works (1983) 144 Cal.App.3d 777, 782-783.) Consistently, the SAMC likewise acknowledges the requirement for valid notice to adjacent property owners. Section 41-645 governs the City Council's review of the Planning Commission's denial of the proposed Project. (See Code 1952, § 9250.14; Ord. No. NS-455, § 1, 6-20-60; Ord. No. NS-521, § 18, 6-19-61; Ord. No. NS-989, § 1, 11-17-69; Ord. No. NS-2847, § 43, 8-5-13; Ord. No. NS-2923, § 9, 9-16-17 adding § 41- 645 to SAMC).) Section 41-465, subdivision (g) limits the scope of the City Council's determinations on appeal as "within the limitations imposed by this chapter" with specific reference to Chapter 41, Zoning: The council, or in the case of a zoning administrator appeal, the planning commission, may, after public hearing, affirm, reverse, change, modify the original decision and may make any additional determination it shall consider appropriate within the limitations imposed by this chapter. Such decision shall be filed with the clerk of the council, and the city planning department; one (1) copy thereof shall be sent to the applicant. (SAMC, § 41-645, subd. (g).) Along those lines, all provisions of Chapter 41 must be interpreted and applied as, not the ceiling, but the basic "minimum requirements for the promotion of the public safety, health, convenience, comfort, and general welfare." (Code 1952, § 9281; Ord. No. NS-455, § 1, 6-20-60 adding § 41-766 to SAMC.) As part of those express "limitations imposed by" Chapter 41, the City Council's ability to approve plans for a development project like the Project here are contingent on its providing of adequate notice. (See SAMC, § 41-672, subd. (a).) Specifically, "whenever approval of plans for a development project will constitute a substantial or significant deprivation of property rights of other landowners[,]" as it will here. (See ibid.) Such an approval is invalid unless the director of planning and development services has set the matter for public hearing and provided valid notice at least five (5) days prior to the date of the hearing. (See ibid.) Valid notice must include "notice of the time and place of the hearing to all persons, including businesses, corporations, or other public or private entities, shown on the last equalized assessment roll, as owning real property within three hundred (300) feet of the property which is the subject of the application." (See ibid.) Moreover, the notice "shall be given by direct mailing to the owners at least five (5) days prior to the date of the hearing." (See ibid.) 4398.101 18504501.2 0 11A-106 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 12 Finally, notice regarding the City Council's potential action on a matter that required the recommendation from the Planning Commission cannot be given until after the Planning Commission has issued its recommendation. Failure to do so results in inadequate notice under established law. Here, only the staff report contained the recommendation from the Planning Commission —not the earlier, defective notice. As the courts have explained, notice without those recommendations is patently insufficient: As we will explain, section 65856 is silent on the timing of the notice and therefore creates an ambiguity as to when, in relation the planning commission's recommendation, the notice may be given. As we will further explain, a construction of section 65856's notice provision is inextricably bound with what must be included in that notice, a question that must be answered by looking to section 65094, which states that the contents of that notice must include a "general explanation of the matter to be considered." Consistent with the purpose behind the Planning and Zoning Law, we will interpret the phrase "general explanation of the matter to be considered" to include the planning commission's recommendation. Therefore, notice of a legislative body's hearing cannot be given until the planning commission has made a recommendation on the matter under consideration. (Environmental Defense Project of Sierra County v. County of Sierra (2008) 158 Cal.AppAth 877, 888, as modified (Jan. 9, 2008).) Because inaccurate notice is akin to no notice at all, the Project cannot go forward on the defective notice issued without the requisite recommendations from the Planning Commission. (Drum v. Fresno County Dept. of Public Works, supra, 144 Cal.App.3d at p. 783.) 7. RESERVATION OF RIGHTS AND REQUEST FOR WRITTEN NOTICE. 20 For the foregoing reasons, among others, PSNA respectfully requests that the City Council deny the proposed Project, consistent with the Planning Commission's recommendation. Additionally, PSNA reserves its rights to submit further public 21 comment at and up to the close of the record on the Project and requests formal, written notice in advance of any future meetings or notices of determination related to the Project. 4398.101 / 8504501.2 11A-107 Honorable Mayor Pulido Santa Ana City Council November 18, 2019 Page 13 I 21 Based on the foregoing, PNSA respectfully requests that the City actin accordance with the Planning Commission's recommendation and, for the third time, reject this faulty, rushed Project. Very truly yours, Charles S. Krolikowski Cc: Mayor Miguel Pulido, mpulido(a)santa-ana.org Mayor Pro Tern Juan Villegas, Ivillegas(c)santa-ana.org Councilmember David Penaloza, dpenaloza(a)santa-ana.org Councilmember Jose Solorio, JSolorio(cilsanta-ana.org Councilmember Vicente Sarmiento, vsarmiento(a)santa-ana.org Councilmember Cecilia Iglesias, ciglesias(a)santa-ana.org City Public Comments, eComment(cDsanta-ana.org Park Santiago Neighborhood Association CSK:sIt 4398.101 / 8504501.2 11A-108 Newmeyer Dillion City Council Comment Letter Response to CEQA Comments The attached letters were received on November 18, 2019 and November 19, 2019 prior to the City Council hearing for the 2525 N. Main Street Multi -Family Residential Project. The following provides responses to the comments in the letters, as numbered in the attached and referenced below. Comment 1: The comment asserts that the City Council should reject the proposed entitlements and uphold the Planning Commission's decision, as they are inconsistent with the policies of the General Plan and are not supported by a legally adequate FEIR. The comment also asserts that the FEIR is not legally adequate because it incorporates significant new information without meaningful public review and comment. The comment states that the EIR is required to respond to changes to the project, changes in circumstance, or new information. The comment also requests formal notification of future meetings about the project. Response 1: Despite the commenters allegations, the project is consistent with the City's General Plan. The Commenter does not point to any evidence that the project is inconsistent with the City's General Plan. In fact, Section 4.7, Land Use and Planning, of the Draft EIR provides a complete assessment of the project's compliance with the General Plan policies that are relevant to the proposed project. As disclosed in the Draft EIR, the project would not conflict with any policies that were adopted for the purpose of avoiding or mitigating an environmental effect. As described on page 4.7-16 of the Draft EIR, policy conflicts do not, in and of themselves, indicate a significant environmental effect within the meaning of CEQA. A project's inconsistency with a policy is only considered significant if such inconsistency would cause significant physical environmental impacts (as defined by CEQA Guidelines Section 15382). As described on page 1 of the October Clarification to the FEIR, CEQA Guidelines Section 15088.5 requires a Lead Agency recirculate an EIR when "significant new information" is added to the EIR. CEQA Guidelines Section 15088.5(a) specifies that the term "information" includes changes in the proposed project or environmental setting, as well as additional data or other information. But, for "information" to be "significant' such that it would trigger recirculation, the information would have to be of the type that would result in the EIR being changed in a way that deprives the public of a meaningful opportunity to comment upon a substantial adverse environmental effect or a feasible way to mitigate or avoid such an effect. Thus, "significant new information" includes information that shows that: (1) A new significant environmental impact would result from the project or from a new mitigation measure proposed to be implemented, or (2) A substantial increase in the severity of an environmental impact would result unless mitigation measures are adopted that reduce the impact to a level of insignificance, or (3) A feasible project alternative or mitigation measure considerably different from others previously analyzed would clearly lessen the significant environmental impacts of the project, or (4) The draft EIR was so fundamentally and basically inadequate and conclusory in nature that meaningful public review and comment were precluded. The October Clarification to the FOR provides a detailed analysis of the modified project, a comparison to the project evaluated in the Draft EIR, and based on that information concludes that no increase of any environmental effect would occur from the modified project. Thus, recirculation of the EIR was not required. The modification reduced the number of residential units by 48.4 percent, reduced the scale of the structures, and revised the vehicular parking and access to the site. The October Clarification to the FOR was available on the City's website and at City Hall on October 17, 2019. In addition, the Park Santiago Neighborhood will continue to be notified of any meetings regarding the project. Members of the public had ample time to review the October Clarification document 1 11A-109 and to comment on its contents. Indeed, many commenters submitted comments on the document at or before both the Planning Commission and City Council meetings. For these reasons, recirculation of the Draft EIR was not required. The City has made note of the commenters request to receive notices of this project. Comment 2: The comment provides a summary of the Planning Commission meeting, project entitlements, and modifications to the project. The comment asserts that the project is a contrast the adjacent park and single-family residential homes. The comment asserts that the project would result in a potential home price devaluation and therefore, a deprivation of the property rights of adjacent landowners. Response 2: According to State CEQA Guidelines, Section 15131(a), economic or social effects of a project shall not be treated as significant effects on the environment. To that end, the alleged home price devaluation mentioned in the comment is not a CEQA issue. The comment does not trace this alleged economic devaluation to any potential physical change in the environment, and there is no such evidence in the record that such physical effects would occur. Therefore, the economic impacts of this project need not be addressed in the EIR. As described in Response 1, the October Clarification to the FOR acknowledges the modification of the project, which generally consists of a reduction in the number of residential units and a surface parking lot on the site. The October Clarification to the FEIR provides an evaluation that determined no new or additional impacts would result from the modifications. Also, Section 4.9, Population and Housing, describes that according to Section 15382 of the CEQA Guidelines, "[a]n economic or social change by itself shall not be considered a significant impact on the environment" Socioeconomic characteristics should be considered in an EIR only to the extent that they create adverse impacts on the physical environment. The EIR determined that potential impacts to the single-family residential properties adjacent to the east of the site (such as construction noise) would be mitigated to a less than significant level. Any increase or decrease in the valuation of the adjacent residential properties would not result in a significant impact on the environment, as residences (including single-family) are in demand within the region (as detailed in Section 4.9, Population and Housing), would remain occupied, and would not result in an adverse impact on the physical environment. Comment 3: The comment provides a case law discussion about the requirements of an EIR project description. The comment asserts that the project violates the General Plan. The comment states that the project is capable of a much higher maximum density than is being considered in the environmental review and that the project description may be inaccurate because it does not identify the maximum allowable density based on the proposed entitlements. Response 3: The project description is definite, finite and consistent. The project evaluated in the Draft EIR was consistently referred to throughout the Draft EIR and technical appendices. The two Clarification documents describe in detail the project changes that were evaluated as part of the CEQA process. The project description in each Clarification document was consistent throughout. Reducing the project intensity and density is the very type of development design response that is contemplated by CEQA. It is the quintessential example of the environmental considerations of the project shaping the end result. If a project could not be reduced or changed as a result of environmental review and public input, the most fundamental purpose of the public review process would be eviscerated. The City's response to public comment on the project — the reductions in the project — do not mean that the project description is unstable or shifting. As described in Response 1, the EIR provides a full discussion regarding compliance with General Plan policies and the potential of the project to conflict with a policy and result in a significant environmental impact, which determined that impacts would be less than significant. 11A-110 The October Clarification to the FOR provides a detailed description of the modified project. As described, the site was previously proposed for development of 496 multi -family residential units, and therefore, the site is capable of accommodating more multi -family units than currently proposed (256 units, 58 dwelling units per acre). However, the modified project would require City approval of the same General Plan Amendment and Amendment Application (zoning amendment) that are required by the Original Project. These amendments would change the land use designation of the site from Professional & Administration Office (PAO) to District Center (DC) and an Amendment Application (zone change) from Professional (P) to Specific Development (SD) to provide site specific development standards. The SD would specify the allowable number of units permitted pursuant to the City Council approval. In addition, the project entitlements include a Development Agreement, which specifies the project details, including: number of dwelling units, open space area, parking, and other requirements of the project. Therefore, based on the proposed SD regulations and Development Agreement requirements, the project would be limited to a maximum of 256 units (58 dwelling units per acre), pursuant to the City Council's approval. Comment 4: The comment summarizes the law on baseline in an EIR and explains that the baseline is a fundamental component as it provides a starting point from which all future comparisons are made. The comment states that the baseline must reflect the existing condition, applicable plan designations, and zoning for the site. The comment asserts that the FEIR's impact analysis and conclusions are based on the approval of the proposed entitlements. Response 4: The EIR provides a complete description of the existing environmental setting, including the existing general plan and zoning designations. Draft EIR Sections 3.1 through 3.4 provide descriptions of the regional setting, project location, project site, and adjacent areas. In addition, each environmental topic area includes a specific discussion of the environmental setting. For example, the noise analysis provides noise measurements of existing ambient noise, the traffic analysis provides existing traffic on roadways and at intersections in the study area, the aesthetics section provides text descriptions and pictures of the existing setting. Such detail is provided within each topic of the EIR. The analysis of each section evaluates the potential impacts of the proposed project on the existing environment, pursuant to the direction and thresholds of CEQA. This includes comparison of the existing noise, traffic, aesthetic and other environments to those that would exist with construction and operation of the project. Similarly, the EIR provides a description of the existing land use and zoning designations and the potential impacts to land use and planning that would occur with implementation of the proposed project. Pursuant to CEQA it is appropriate to assume the approval of the project, including entitlements, to identify the potential impacts that would occur with project implementation. Comment 5: The comment states that the project fails to consider its impacts relative to the applicable general, regional, and specific plans. The comment states that the EIR must discuss and evaluate inconsistencies with the project and the applicable plans. The comment also states that the existing land use designations allow for a much lower maximum density for the project site that is consistent with the general and regional plans, but inconsistent with the high -density development proposed by the project. The comment asserts that the FOR evaluates the project against a false or shifting baseline that is inconsistent with existing baseline conditions, and thus, the FOR is likely legally insufficient. Response 5: As described in Section 4.0, Environmental Setting and Impact Analysis, the baseline used in the Draft EIR was the existing conditions at the time that the Notice of Preparation was released. Section 4.7, Land Use and Planning, of the Draft EIR provides a complete description of the existing land use and planning conditions, graphics that show the existing land use and zoning of the project site and surrounding areas, and a discussion of the applicable regional and local land use plans. The EIR includes a detailed consistency analysis with the project relevant policies of the Southem California Associations of Governments (SCAG) Regional Transportation Plan and Sustainable Communities Strategy, and the City of Santa Ana General Plan goals, policies, and objectives. As described in Response 1, the EIR includes an assessment of the project's compliance with the General Plan policies that are relevant to the proposed project and, pursuant to CEQA thresholds, determined that the project would not conflict with any policies that were adopted for the purpose of avoiding or mitigating an environmental effect. 11A-111 The comment's assumption that the existing land use designation allows for lower density development on the project site is inaccurate. Draft EIR Section 6.0, Afternatives, describes build out of the site pursuant to the existing General Plan and zoning designations. As described, Build Out of the Existing Zoning Alternative, would result in building setbacks of 15-feet from the front and side property lines and 50-feet setback when the site backs to residential areas. The maximum office building structure that could be developed under the existing zoning code requirements would be 3-stories high and 387,465 square feet (floor area ratio of 1.5), which would require 1,161 parking spaces. In comparison, the 256 residential units would be provided within approximately 277,281 square feet of residential structures, which is 110,184 square feet less of occupiable building space allowed under the existing zoning. These units would be setback a minimum of 90-feet from the eastern property line, which is 40 more feet of setback than under the existing zoning requirements. The Build Out Under the Existing Zoning Alternative would result in approximately 1,275 employees at full capacity (Draft EIR page 6-23), whereas, the 256 multi -family residential units would result in 502 residents at full occupancy, which is 773 fewer persons onsite. Also, development under the existing General Plan and zoning designations would result in 3,774 daily vehicular trips, 449 in the a.m. peak hour and 446 in the p.m. peak hour, as detailed in Table 6-3 of the Draft EIR. In comparison, the project's 256 multi -family residential units would generate 1,393 daily vehicular trips, 92 in the a.m. peak hour and 113 in the p.m. peak hour (based on the ITE trip generation rate). Hence, the project would result in 2,381 fewer daily vehicular trips, 357 fewer a.m. peak hour, and 333 fewer p.m. peak hour trips than build out of the project site under the existing General Plan and zoning. Therefore, the existing land use and zoning designations of the project site do not allow for lower density development, but a higher density development with more occupiable square footage, persons on site, and vehicular trips than the 256 multi -family unit project. Refer to Response 4 regarding the baseline conditions included in the EIR. Comment 6: The comment states that CEQA compliance must occur before the City approves a project. The comment also provides case law information regarding lead agency independent review requirements. The comment states that if an EIR bases its cumulative impact analysis on general plan projections it must explain why the projections are a realistic indicator of impacts, and that general plan projections are an inadequate basis for the cumulative impact analysis if the plan's projections exclude relevant data. The comment further states that this is particularly true in situations like the project, which was originally envisioned at higher density, the analyses that flow from the estimates may be flawed. Response 6: The Draft EIR and both Clarification documents were prepared by RE Consulting, under contract to the City. RE Consulting is the Citys consultant's, not the applicant's. By engaging RE Consulting to prepare the EIR, the City has exercised its independent judgment in preparation of the environmental analysis. CEQA allows a lead agency to hire experts to help it prepare these technical documents. (Pub. Resources Code, section 21082.1.) The EIR does not base its cumulative impact analysis on general plan data or projections. The City of Santa Ana's existing General Plan is dated and the City is in the process of preparing a comprehensive update to its General Plan. As detailed in Section 4.9, Population and Housing, demographic data is from the California Department of Finance, SCAG 2017 Local Profile for the City of Santa Ana, and U.S. Census data, and projections are from the Southern California Association of Governments (SCAG). In addition to this demographic data, the cumulative analysis was based on a list of past, present and probable future cumualtive projects for which applications were submitted to lead agencies prior to publishing of the Notice of Preparation, as detailed in Section 4.0, Environmental Setting and Impact Analysis, of the Draft EIR. 11A-112 Also, the project is within the land use build out assumptions of the General Plan. As described in Response 5, development of the project site pursuant to the existing General Plan land use and zoning designations would result in greater square footage, persons onsite, and vehicular trips than the 256 multi -family unit project. Thus, the project is within (and would not exceed) the General Plan Land Use Element build out conditions. Comment 7: The comment states that the FOR may fail to identify, discuss or mitigate potential impacts related to transportation. The comment asserts that southbound traffic on N. Main Street between Edgewood Road and Walkie Way have the potential to increase and block intersections because the project would reduce the distance between the intersections, while adding traffic. The comment states that the traffic technical study calculated the back up, but it was not evaluated or mitigated. Response 7: Page 4.11-10 of the Draft EIR describes that the City's thresholds of significance are based on the Level of Service (LOS) at intersections and roadway segments. There are no thresholds for queuing impacts under CEQA per the City's General Plan, traffic analysis guidelines, or the Orange County CMP. As detailed in the October Clarification to the FEIR, all of the Main Street intersections and roadway segments are forecast to operate at satisfactory levels of service with project traffic. Specifically, Tables T-2 and T-3 show that the intersection and roadway LOS would not change with implementation of the project and that impacts would be less than significant pursuant to the City's thresholds of significance. Additionally, all of the Main Street intersections near the project site are signalized or right-in/right-out. The traffic signal metering will prevent blocking of intersections. It should be noted that queue spillovers occur on most congested intersections, and traffic signals are timed to minimize queue spillovers. Furthermore, the project will extend the southbound left turn pocket to Edgewood Road, which will allow for left turning traffic to enter the left turn lane instead of waiting in the southbound through lane, which would result in lessening the through queues on Main Street at Edgewood Road. Comment 8: The comment states that once the FOR is revised to include an accurate project description, the additional substantive issues may be raised and addressed. The comment further states that supplemental information and evidence may be submitted up to the final public hearing. Response 8: As described in Response 3, the October Clarification to the FEIR provides a detailed description of the 256 multi -family unit project and does not need revision. The City of Santa Ana provided many opportunities for public comment on the project and EIR throughout the development approval process. Comment 9: The comment describes the requirements for recirculation of an EIR and explains that new information in an EIR is significant if it involves a substantial adverse effect. The comment also states that the FOR incorporates substantial and significant new information because it includes an Arborist Report with measures to mitigate potential impacts to trees. The comment states that the Arborist Report identifies eight unhealthy trees that are recommended for removal and asserts that the removal requires review of the City's Environmental and Transportation Advisory Committee. The comment also asserts that the western mastiff bat is a special status species and could be affected by the tree removal, and that this is not adequately addressed in the EIR. The comment asserts that the Arborist Report is a new mitigation measure, and thus the EIR may fail to inform decision makers about impacts. The comment further asserts that this involves changes to significant and unavoidable impacts resulting in the inability of agencies and the public to comment, and that the EIR should be recirculated. Response 9: The Arborist Report to which this comment refers was not significant new information. The Arborist Report was included as Appendix B of the Draft EIR and was circulated for public review and comment as part of the EIR. As included on page 3-18 of the Draft EIR, Project Description Feature (PDF)-1 is to incorporate the existing mature trees along the eastern and southern project site boundaries, as identified by the Arborist Report. Page 3-8 of the Draft EIR also describes that PDFs will be included in the Mitigation Monitoring and Reporting Program and would be monitored to ensure completion in the same manner as mitigation measures. Hence, the measures 11A-113 included within the Arborist Report are not new measures. In addition, page 4.1-6 of the Draft EIR describes that the Arborist Report has identified eight trees in poor health along the eastern property line, and page 4.1-18 of the Draft EIR describes that these eight trees would be removed and replaced due to poor health. These are on -site trees and not under the review of the City's Environmental and Transportation Advisory Committee, which reviews street trees in public locations. Regarding the Western mastiff bat, page 4.3-4 of the Draft EIR describes that the Western mastiff bat, has a low potential to roost in the large trees and palms. The bat's typical habitat involves conifer and deciduous woodlands, coastal scrub, grasslands, and chaparral, which do not occur on the project site, within Santiago Park, or in the adjacent areas. Due to the developed nature of the site and limited habitat availability, potential impacts to the western mastiff bat from implementation of the proposed project would be less than significant. Overall, there have been no changes regarding the Arborist Report and potential impacts to the Western mastiff bat since public review of the Draft EIR. Furthermore, these issues do not involve significant and unavoidable impacts and do not result in the inability of agencies and the public to comment. Comment 10: The comment is a summary of previous comments and states that the EIR's project description, baseline, and consistency requirements are not met as the project as originally envisioned is different than the one before council. The comment states that one a new EIR is prepared additional substantive comments may be raised and addressed. The comments requests notice of future project meetings and requests the City Council to deny the project. Response 10: Refer to previous Responses related to the project description, baseline, and consistency requirements. As detailed previously, the modified project would not result in any significant new information and preparation of a new EIR or recirculation of the EIR is not warranted. Noticing of future project meetings will continue to occur. Comment 11: The comment states that the Park Santiago Neighborhood Association (PSNA) is concerned about the pursuit of approvals that do not conform to the policies and objectives of the City's General Plan and the City's willingness to consider a high density mult4amily residential development in an area where it would not mesh and other viable development options for the site that would not have a detrimental effect on the community and that would conform with the policies and objectives of the General Plan should be considered. The comment requests rejection of the project, states the project is inconsistent with the General Plan and the character of the surrounding community. The comment also requests formal notification of future meetings about the project. Response 11: Refer to Response 1 regarding the project's consistency with the General Plan. The comment does not specifically identify an environmental detrimental effect on the community. The potential environmental effects on the community have been evaluated in the EIR document pursuant to CEQA. In addition, Section 4.7, Land Use and Planning, of the Draft EIR describes that the project would be consistent with urban and modern development along the N. Main Street corridor and be consistent with the General Plan designation of the area as a gateway to the city. As described in the October 28, 2019 Planning Commission and November 19, 2019 City Council staff reports the current land use designation for this site is Professional and Administrative Office (PAO) with a maximum floor area ratio of 1.5, which applies to areas that are predominately professional offices and/or administrative offices or areas where such development is encouraged. The modified project requires an amendment to the Land Use Element to amend the General Plan Land Use designation of the site to District Center (DC) with a density of 58 dwelling units per acre or a floor area ratio of 1.43, which the City Council approved on November 19, 2019. The modified project floor area ratio is consistent with the existing allowable floor area ratio of 1.5. Main Street at the project site is an urban corridor. C 11A-114 The properties immediately adjacent to the site include Santiago Park (Open Space, 0) to the north, single-family residential homes to the south and east (Low Density Residential, LR-7) and the Discovery Cube (Professional and Administrative Office, PAO) across Main Street to the west. The General Plan land use map designates the surrounding areas to the northwest, northeast, south of the Santa Ana 1-5 Freeway and along Main Street north of Seventeenth Street as District Centers. District Centers are to be developed with an urban character that includes a mixture of high-rise offices, commercial and multi -family residential uses which provide shopping, business, cultural and housing opportunities within close proximity to each other, close to transportation opportunities and in prime development focus areas. Residential development within these areas is allowed at a density of up to 90 acres. The General Plan Amendment to District Center is consistent with the surrounding District Center designations along Main Street. The EIR also describes that due to the difference in land use density and scale of the project and existing single- family development, the project includes design measures, such as courtyards, setbacks, lower building heights on the east side of the site, and architectural treatments to provide a residential character toward the existing single- family residential areas. Although, resulting in a higher density and intensity development than the adjacent single- family residences, the project is consistent along N. Main Street and the design includes: increasing the existing wall height to 8-feet, retention of most of the mature trees and installation of new trees on the eastern portion of the site to screen views, provision of a 90-foot minimum building setback, and provision of a residential character that does not currently exist on the project site. In addition, the Park Santiago Neighborhood will continue to be notified of any meetings regarding the project. Comment 12: The comment provides a discussion of the entitlements and approvals required for the project, and a summary of the project revisions and Planning Commission and City Council meetings regarding the project. The comment states that there is no joint parking agreement for the project, and that any parking agreement would be revocable. Response 12: The project includes a lot line adjustment to create two separate lots, one parcel for the residential use and one parcel for shared parking with the Discovery Cube. The residential lot will be approximately 4.4 acres in size and the shared parking lot parcel will be approximately 1.4 acres and contain 180 parking spaces. Comment 13: The comment asserts that the project would result in a potential home price devaluation and therefore, a deprivation of the property rights of adjacent landowners. Response 13: Refer to Response 2 regarding CEQA Guidelines Section 15382. Comment 14: The comment provides information related to the requirements of cities to have General Plans and that modification of the General Plan could result in impacts, and thus, should not be taken lightly. The comment also states that the intensity of the proposed use is in contrast to surrounded uses including an open space park to the north and single-family residential homes to the east and south which have a maximum allowable density of 7 dwelling units per acre. Therefore, the project is inconsistent with the General Plan. Response 14: Refer to Response 5 regarding the development that could occur from development under the existing General Plan and zoning designations. Also, refer to Response 11 regarding the contrast of the project with adjacent uses. Additionally, as described in the October 28, 2019 Planning Commission and November 19, 2019 City Council staff reports the current land use designation for this site is Professional and Administrative Office (PAO) with a maximum floor area ratio of 1.5. The project would result in a density of 58 dwelling units per acre or a floor area ratio of 1.43. Thus, the modified project floor area ratio is consistent with the existing allowable floor area ratio of 1.5. 11A-115 Comment 15: The comment states that the City's current General Plan does not support the approval of the project. The comment provides excerpts from the General Plan Land Use and Housing Elements and states that the project would be inconsistent with the excerpts. Each of the excerpts in the comment are listed in the response below. Response 15: The resolution for General Plan Amendment No. 2018-06 for the project states several goals/objectives and policies of the General Plan that the project supports or is consistent with. Additionally, in Response 1, Section 4.7, Land Use and Planning, of the Draft EIR provides a complete assessment of the project's compliance with the General Plan policies that are relevant to the proposed project and determined that the project would not conflict with any policies that were adopted for the purpose of avoiding or mitigating an environmental effect. A project's inconsistency with a policy is only considered significant if such inconsistency would cause significant physical environmental impacts (as defined by CEQA Guidelines Section 15382). Each of the General Plan excerpts listed in the comment are provided in the table below with a description of consistency with the proposed project. There is no evidence that the project is inconsistent with any policy — and even if there were — there is no evidence that such inconsistency (which there is not) would cause a significant impact to the physical environment. General Plan Excerpt Per Comment Project Consistent A key role in shaping [the] future growth and As described in Table 4.7-2 of the Draft EIR, the project redevelopment, the Land Use Element perpetuates would provide residences near existing employment, positive land uses and promotes development which shopping, and services. The project would assist in the supports a high quality of life throughout the jobs to housing balance and provide additional housing community. within an area that has limited vacancy, thus, providing a net community benefit. In addition, the project would include open space and recreation amenities that would enhance the quality of life for site residents. Also, as described throughout this EIR, although the project would result in high density residential next to low density residential land uses, the project would not result in significant environmental effects to adjacent residents, such as light, shade, glare, noise, air quality, or traffic. Many of the City's land use characteristics are directly The existing office building is a modem structure and is related to its historic position as one of Orange adjacent to other modem structures along N. Main County's earliest pioneer settlements. Street, which does not include historic resources. Also, as described in Section 4.4, Cultural/Historic Resources, of the EIR, the proposed project would not result in impacts to any historic resources, particularly those within the Park Santiago neighborhood. Land Use Goal 3: Preserve and improve the character As described in Draft EIR Section 4.1, Aesthetics, and and integrity of neighborhoods. Section 4.7, Land Use and Planning, the proposed project includes design measures, such as courtyards, setbacks, varied building heights, and architectural treatments that would not adversely impact the character or integrity of the neighborhood. Section 4.7, Land Use and Planning, also describes that the project site's current designation of PAO provides for office/commercial uses that are not 11A-116 General Plan Excerpt Per Comment Project Consistent consistent with the adjacent single-family residential. Multi -family residential uses are generally more consistent with single-family uses than office/commercial uses, and it is typical for single and multi -family residential developments to be sited adjacent to one another. The proposed project's multi- family uses and 90-foot minimum building setback with trees along the site boundary would provide a transition between the low density single-family residential development to the east and south and the higher density commercial/office uses along N. Main Street. Land Use Goal 6: Reduce residential overcrowding to As described in Table 4.7-2 of the Draft EIR, the project promote public health and safety. would develop additional multi -family rental housing within the City to assist in providing additional housing options and improve the rental unit vacancy rate. Policy 1.2: Support high density residential As described in Table 4.7-2 of the Draft EIR and development within the City's District Centers as a part Response 11, the proposed project is a high -density of mixed -use development. residential development within an area of the City that contains existing District Centers. Policy 2.2: Support new development which is As described in Draft EIR Section 4.1, Aesthetics, and harmonious in scale and character with existing Section 4.7, Land Use and Planning, the project would development in the area. be consistent with urban development along N. Main Street and includes design measures, such as courtyards, setbacks, lower building heights on the east side of the site, and architectural treatments to provide a residential character toward the existing single-family residential areas. Although, resulting in a higher density and intensity development than the adjacent single- family residences, the project is consistent along N. Main Street and the design includes: increasing the existing wall height to 8-feet, retention of most of the mature trees and installation of new trees on the eastern portion of the site to screen views, provision of a 90-foot minimum building setback and provision of a residential character that does not currently exist on the project site. Overall, the project would provide a more harmonious residential character than currently exists between the site and the single-family area, however, the residential character would be greater and scale and provide a multi -family character that is different than the single family residential areas to the east and south. Policy 3.1: Support development which provides a As described previously, the project is sited along the positive contribution to neighborhood character and Main Street corridor and would provide modern identity. architecture that is consistent with the adjacent buildings along Main Street and be consistent with the 11A-117 General Plan Excerpt Per Comment Protect Consistent General Plan designation of the area as a gateway to the City. The proposed project's multifamily uses and 90-foot minimum building setback with trees along the site boundary would provide a transition between the low density single-family residential development to the east and south and the higher density commercial/office uses along N. Main Street. In comparison to the existing vacant office building, the proposed residential uses, open space courtyards, and landscaping would support the residential character of the Park Santiago area, while supporting the General Plan gateway designation and existing urban development along Main Street. Policy 3.5: Encourage new development and/or As described previously, the project is sited along the additions to existing development that are compatible in Main Street corridor and would provide modern scale, and consistent with the architectural style and architecture that is consistent with the adjacent character of the neighborhood. buildings along Main Street. The project also includes design measures, such as courtyards, setbacks, lower building heights on the east side of the site, and architectural treatments to provide a residential character toward the existing single-family residential areas. Although, resulting in a higher density and intensity development than the adjacent single-family residences, the project is consistent along N. Main Street and the design includes: increasing the existing wall height to 8-feet, retention of most of the mature trees and installation of new trees on the eastern portion of the site to screen views, provision of a 90-foot minimum building setback and provision of a residential character that does not currently exist on the project site. Policy 5.2: Protect the community from incompatible As described in Draft EIR Section 4.7, Land Use and land uses. Planning, the project would provide multi -family residential units along the N. Main Street urban multi- use corridor and adjacent to single-family residential uses. Although the project would result high density residential next to low density residential land uses, the existing single-family residential area would no longer be adjacent to an office use, but a more compatible (although higher in density) residential use. In addition, the single-family lots adjacent to the project site would be buffered by an 8-foot high masonry wall, tall landscaping, and a 90-foot minimum building setback. Also, the access to the site would be from N. Main Street, keeping vehicular noise and emissions from adjacent residential single-family land uses. Thus, the project would not result in incompatible land uses. Generally, incompatible land uses occur from siting 10 11A-118 General Plan Excerpt Per Comment Project Consistent land uses such as industrial uses next to residential or residential uses next to high noise level uses, (e.g. airports). Policy 5.4: Support land uses which are consistent with As described previously, the proposed project is the Land Use Plan of the Land Use Element consistent with the build out intensity of the site as anticipated by the General Plan. In addition, the project is consistent with provision of a gateway to the City and existing development along the Main Street corridor. In addition, the General Plan land use map designates the surrounding areas to the northwest, northeast, south of the Santa Ana I-5 Freeway and along Main Street north of Seventeenth Street as District Centers. Thus, the District Center land use designation of the site is consistent with the surrounding District Center designations along Main Street. Policy 5.5: Encourage development which is compatible As described in the previous responses, the proposed with, and supportive of surrounding land uses. project would provide multi -family residential units along the Main Street urban multi -use corridor and adjacent to single-family residential uses. Although the single- family residences consist of low -density one-story structures, the change of the site from an office use, to a residential use (although higher in density) would not result in incompatibility. In addition, the project site is within an employment, shopping, and business area that the proposed residential uses would support. "[T]he majority of employed Santa Ana residents work Section 4.9, Population and Housing, describes that the outside of the City, approximately 20 percent work Santa Ana and City of Orange areas are jobs -rich. The within the City. existing jobs -housing ratio is 2.06 in Santa Ana and is projected to be 2.13 in 2040. The SCAG preferred jobs — housing ratio is 1.36. The project would reduce the jobs -housing ratio slightly to 2.05, and to 2.11 in 2040, as shown in Draft EIR Table 4.9-7. This would be a beneficial effect of providing multi -family housing on the project site, where employees can easily travel to employment opportunities within the Santa Ana and City of Orange areas, which are jobs -rich. Approximately 70 percent of all residential areas within As described by the City's General Plan Housing the City are single-family residential neighborhoods. Element (on page 15), Santa Ana has a rich mosaic of Many of these neighborhoods are established and well diverse neighborhoods many of which are made up of a maintained, and several neighborhoods contain state mixture of single-family, townhomes, apartments, and a and local historic resources. combination of industrial and residential uses. In addition, it states (on page 44) that to protect and stabilize residential neighborhoods, Santa Ana is developing new residential neighborhoods in District Centers close to employment centers to provide a diverse community that increases housing choice to 11 11A-119 General Plan Excerpt Per Comment Project Consistent accommodate various needs including single- and multiple -family housing, mobile homes, mixed/multiuse, and special needs housing. Also, as detailed previously, and in Section 4.4, Cultural/Historic Resources, the proposed project would not result in impacts to historic resources. To protect and stabilize residential neighborhoods, As described previously, the General Plan land use support the City's economic base, and provide housing map designates the surrounding areas to the northwest, for the local workforce, Santa Ana is developing new northeast, south of the Santa Ana 1-5 Freeway and residential neighborhoods in District Centers close to along Main Street north of Seventeenth Street as employment centers. These District Centers include the District Centers. Thus, the District Center land use Metro East Mixed Use Overlay Zone, MacArthur Place, designation of the site is consistent with the Downtown Santa Ana, City Place, and similar locations. surrounding District Center designations along Main [... ] These residential neighborhoods are intensely Street. In addition, the site is transit oriented with two urbanized, transit oriented, and explicitly designed to OCTA bus routes that provide service every 10-20 support a full array of housing needs in Santa Ana. minutes Monday through Friday and connects to the Santa Ana Regional Transportation Center and the Anaheim Regional Intermodal Center that provides rail service throughout Califomia. The City has identified areas for future development As described previously, the General Plan land use and mixed uses within its District Centers and transit map designates the surrounding areas to the northwest, corridors. [... ] The sites are specifically chosen to northeast, south of the Santa Ana 1-5 Freeway and create distinct and vibrant activity centers linked along Main Street north of Seventeenth Street as together with a variety of transportation options. District Centers. Thus, the District Center land use designation of the site is consistent with the surrounding District Center designations along Main Street. In addition, the site is within a transit corridor. Main Street provides direct access to two freeways and is transit oriented with two OCTA bus routes that provide service every 10-20 minutes Monday through Friday and connects to other regional transit services. In addition, the site is surrounded by sidewalks and adjacent to a regional bike trail. Thus, the project site is linked to surrounding mixed -uses and provides for a variety of transportation options. Policy HE-1.7: Historic Preservation. Support As described in Section 4.4, Cultural/Historic preservation and enhancement of residential structures, Resources, of the EIR, the proposed project would not properties, street designs, lot patterns, and other visible result in impacts to any historic resources, particularly reminders of neighborhoods that are considered local those within the Park Santiago neighborhood. historical or cultural resources. Comment 16: The comment states that the Project contemplates public access to the City's Santiago Park via the proposed development and creates a private -to -public access. The comment also states that the Project document's frequently reference the Project as a District Center, although it does not contemplate a mixed -use component, a requirement of any District Center development. The comment concludes for those reasons, the project would be inconsistent with and would violate the City's General Plan. 12 11A-120 Response 16: As described on page 7 of the October Clarification to the FEIR, the northern driveway would include a public use access easement to Santiago Park. Therefore, the project would not create a private -to -public access, but would provide for public access from Main Street to Santiago Park. The General Plan describes mixed -use land use designation that allows for both vertical and horizontal mixed -use developments, with an emphasis on linkages to a range of transportation options such as the proposed project. The designation takes into account the surrounding District Center area which creates a horizontal mixed -use setting with commercial, office, and residential uses such as the project. In addition, the City's District Center designation is not only utilized for mixed -use development projects. As described in Response 11, required the General Plan land use map designates the surrounding areas to the northwest, northeast, south of the Santa Ana I-5 Freeway and along Main Street north of Seventeenth Street as District Centers. The General Plan Amendment to District Center is consistent with the surrounding District Center designations along Main Street. Comment 17: The comment asserts that the project would result in a potential home price devaluation and therefore, a deprivation of the property rights of adjacent landowners. Response 17: Refer to Response 2. Comment 18: The comment cites case law about development agreements and states that the development agreement can be read to unconditionally commit to an approval without first attaining CEQA compliance and without proper preservation of the City's police powers, and any related project approval may be held invalid. Response 18: The development agreement for the project is part of the requested approvals, as listed in the October Clarification to the FEIR, and is contemplated during approval of the project and after completion of CEQA documentation. On November 19, 2019 the City Council voted to certify the Final Environmental Impact Report No. 2018-01 (SCH No. 2018021031), adopt findings of fact pursuant to CEQA, adopt a Statement of Overriding Considerations, and adopt the Mitigation Monitoring and Reporting Program. The EIR analyzed the project and the Development Agreement. The second reading of the Development Agreement is scheduled for December 3, 2019. The CEQA compliance was completed prior to the approval of the development agreement for the project. Comment 19: The comment states that if the City Council approves the project it would be subject to challenge by a referendum and that opponents to the project have increased through time. The comment states that should a referendum be conducted the City would have a mandatory duty to process it. Response 19: The city notes the rights of the citizens of the City to conduct a referendum. Comment 20: The comment states that neighboring properties are entitled to due process and a valid notice of the hearing must be provided. The comment provides a case law discussion and a description of the noticing requirements within the City's Municipal Code. The comment also states that the public hearing notice did not include the recommendation of the planning commission. Response 20: Pursuant to existing requirements for noticing, the November 19, 2019 City Council public hearing notice was posted in the Orange County Register and mailed to property owners and residents within 500 feet of the project site and included the Planning Commission's recommendation. "On October 28, 2019, the Planning Commission by a vote of 3:2, voted to recommend denial of the project." Comment 21: The comment requests the City Council deny the project, states that PNSA reserves its right to submit further public comment and requests written notice in advance of any future meetings or notices of determination related to the Project. 13 11A-121 Response 21: The City notes the request to deny the project and public comment regarding the project will continue to be accepted. The Park Santiago Neighborhood will continue to be notified of any meetings regarding the project. 14 11A-122 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: RECEIVE AND FILE FISCAL YEAR 2018-2019 GENERAL FUND PRELIMINARY FISCAL YEAR END RESULTS AND FISCAL YEAR 2019-2020 GENERAL FUND — FIRST QUARTER UPDATE {STRATEGIC PLAN NO. 4, 11 /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: _••e• W ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For Ifiel0 oil 01.11111q oi[e] FILE NUMBER RECOMMENDED ACTION Receive and file Fiscal Year 2018-2019 General Fund preliminary fiscal year end results and Fiscal Year 2019-2020 General Fund First Quarter Update. DISCUSSION The First Quarter Update includes preliminary year-end results for Fiscal Year (FY) 2018-19, and General Fund revenues and expenditures for the First Quarter of FY 2019-20 (July 2019 through September 2019). The vacancy report for funded positions is as of September 30, 2019. Below is a summary of FY 2018-19 preliminary results and highlights of both key revenues and expenditures for City Departments for the first quarter of FY 2019-20. Fiscal Year 2018-19 Preliminary Results The City's Major General Fund Revenues account for nearly 70% of the total general fund revenues received, as shown in the table below. Major General Fund Revenues Revenue Source FY 18-19 Amended Budget FY 18-19 Actuals % Received Sales Tax $51,280,000 $ 51,321,860 100.1% Sales Tax (Measure X) $15,000,000 $ 13,636,350 90.9% Property Tax $36,176,616 $ 37,309,791 103.1% Property Tax In -Lieu of VLF $32,643,085 $ 32,897,695 100.8% Utility Users' Tax $23,100,000 $ 22,655,737 98.1% Business License $12,800,000 $ 13,115,518 102.5% Hotel Visitors Tax $9,300,000 $ 9,414,661 101.2% 19C-1 Receive and file Fiscal Year 2019-2020 General Fund First Quarter Update December 3, 2019 Page 2 Subtotal Major General Fund Revenues $180,299,701 $ 180,351,612 100.0% Other General Fund Revenue $82,647,581 $88,793,406 107.4% Total General Fund Revenue $262,947,282 $269,145,019 102.4% Preliminary results reflect over $180 million were received by the City's major general fund revenues and were within mid -year projections. Measure X dollars of $13.6 million were less than the $15 million anticipated by June 30th, due to late payments of $1.6 million received beyond the 60-day accrual period. Therefore, the total amount received for the April -June 2019 quarter is closer to $15.2 million. Overall, general fund revenues exceeded projections by over $6 million or 2.4% due to higher than anticipated revenues related to property tax residuals, Southern California Edison (SCE) rebates and other general fund revenues. City Council has appropriated $5.6 million of anticipated revenues and therefore projects an anticipated excess revenue of $0.6 million. The City's General Fund Expenditures were $3.1 million less than budget due to vacancy and contractual savings related to pending projects. On September 17th, 2019, City Council approved a list of carry forward projects amounting to $1.1 million which reduces expense savings to nearly $2 million or less than 1 % of amended budget. General Fund Revenues for FY 2019-2020 The table below summarizes first quarter results for the major General Fund revenue sources. Major General Fund Revenues Revenue Source FY 19-20 Adopted Budget FY 19-20 1st Quarter Actuals % Received Sales Tax $51,509,900 $ 4,190,813 8.1% Sales Tax (Measure X) $60,000,000 $ 5,598,021 9.3% Property Tax $37,346,100 $ 649,011 1.7% Property Tax In -Lieu of Vehicle Licenses Fees VLF $34,167,600 $ 0 0% Utility Users' Tax $22,500,000 $ 4,087,222 18.2% Business License $13,000,000 $ 832,630 6.4% Hotel Visitors Tax $9,500,000 $ 2,043,836 21.5% Subtotal Major General Fund Revenues $228,023,600 $ 17,401,532 7.6% Other General Fund Revenue $88,654,440 $10,451,074 11.8% Total General Fund Revenue $316,678,040 $27,852,606 8.8% Comments regarding noteworthy variances follow. Sales Tax (Bradley Burns): Receipts through September 30th are for one month of activity. 19C-2 Receive and file Fiscal Year 2019-2020 General Fund First Quarter Update December 3, 2019 Page 3 Sales Tax (Measure X): Receipts through September 30th are for one month of activity and the $1.6 million received for April -June 2019, as noted above. Property Tax and Property Tax in lieu of VLF: The majority (approximately 60% to 70%) of Property Tax is collected during the months of December and April. Property Tax in lieu of VLF is received in two payments, January and May. Business License: Peak business license periods occur in the third and fourth quarters Jail Revenue: Receipts through September 30th are for one month of activity. Cannabis Revenues: Receipts through September 30th include two months of activity. There are approximately 10 retail applicants and 30 commercial applicants that are in various stages of the planning process. Retail business continues to grow, while Medical business declines. Permits and Plan Check: Planning and Building staff anticipates revenues will pick up by the end of the second quarter. City Department Highlights for First Quarter of Fiscal Year 2019-2020 Police Department Police Hiring, Training and Wellness The Police Department continues to make significant progress towards its hiring goal of 50 Police Officers by the end of the calendar year 2019. During the first quarter, there was a total of 18 Police Officers (Recruits and Laterals) hired. During the upcoming Mid -Year Report (February 2020), an update will be provided on the number of Police Officers hired during the 2019 calendar year. Furthermore, to enhance Department training, the Training Division completed its annual Advanced Officer Training. The training, which previously took 9-months to complete, was completed in 14 days and consisted of 280 participants. Training topics included: Personal Protective Equipment, Pursuit Policy, Tactical Communications/De-escalation, scenario -based high risk stops, and Arrest and Control Techniques. In addition, the Police Department has become the first law enforcement agency in Orange County to have a full-time Therapeutic Canine named Shadow. Shadow's primary function will be to provide comfort and emotional support to the community and Police personnel during life's difficult moments and experiences. Strategic Plan The Police Department recently completed and has implemented the Five Year Strategic Plan beginning in 2019 through 2024. The intent of the Strategic Plan is to create a guiding document to help build the envisioned, desired future for the community we serve and the Police Department. For further information related to the Strategic Plan please refer to the Community Policing webpage: https://www.santa-ana.orq/pd/community-policing Parks, Recreation and Community Services Enhanced Park Security The Parks, Recreation and Community Services Agency has employed enhanced park security measures in an effort to increase resident usage of key recreational areas, such as playgrounds, pavilions and trailheads as well as deterring unwanted activity. Beginning in September 2019, six 19C-3 Receive and file Fiscal Year 2019-2020 General Fund First Quarter Update December 3, 2019 Page 4 Park Security Officers and one Security Officer Supervisor were deployed to patrol City parks, bike trails, and Santiago Creek. Officers are tasked with foot patrol of the various park spaces and amenities within their assigned areas, such as playgrounds, parking lots, and restrooms. Officers will also turn lights on around dusk and off around dawn as well as locking restrooms and parking lot gates at park closing hours. Expanded Aquatic Programs Aquatic programming has been expanded for recreational public swimming. During the aquatic season, the community enjoys access to public pools for six days during the week, an increase of four days. This is a result of resurfacing three public pools at Memorial, Salgado, and Santa Anita parks as well as additional repairs to pool decks and lighting in preparation for the aquatic season. Center Street Urban Greening Project On July 16, 2019, the City Council approved a construction contract for the Center Street Urban Greening project at Santa Ana Senior Center/Jerome Park area. This project transforms the abandoned street into a permanent, aesthetically pleasing, area connecting and expanding open space for park use. The project dramatically improves the area by converting approximately 33,000 square feet of asphalt roadway into a passive, landscaped, open space. Project improvements include asphalt removal and infill with a permeable walkway, bio-swales, drought -tolerant landscaping, drip irrigation, lighting, and other site amenities. Library Department On August 20, 2019, the City Council adopted a resolution reinstating the Library as a separate city department. The appointment of the Library Director is currently in the recruitment process After a selection, the Library Director will evaluate library services and make recommendation as appropriate. Additionally, Library Department staff evaluated the services at the Newhope Library Learning Center (Newhope branch), which currently offers, among other services, a computer lab for adults and high school students, a learning center, and specialized library programming for teens (TeenSpace). After assessing the Newhope branch's services, the Library Department staff has decided to expand its hours from the current 27-hour schedule to 48 hours, making the Newhope branch a full -service library. Staff anticipates that the schedule change will take place in early 2020. Planning & Building Agency Upcoming Projects Projects include: Mixed -use development at 1801 East Fourth Street project which will consist of 650-unit apartments, 9,000 square feet of commercial space, and a seven -level parking structure; 114 East Fifth Street (First American Title Company) which will include a 220-unit apartment project in the Downtown area, a seven -story with 196-units on the south side of Fifth Street, a four-story 36-unit apartment on the north side of Fifth Street, and 13,000 square feet of commercial space on Main and Fourth Street. Right of Way and Vacant Property Enforcement As a result of Code Enforcement efforts, the City has been able to respond and abate trash and debris on Union Pacific Railroad property. Additionally, this process has enabled the City to seek 19C-4 Receive and file Fiscal Year 2019-2020 General Fund First Quarter Update December 3, 2019 Page 5 reimbursement of costs totaling $120,000. Furthermore, Code Enforcement has been actively working with the Quality of Life Team to address vacant properties by securing vacant lots and structures which reduces public nuisance and blight. Community Development Agency Santa Ana Vehicle Incentive Program This program was introduced on April 1, 2019 with the goal of encouraging Santa Ana residents to patron local auto dealers. The City has partnered with ten franchised Santa Ana auto dealers to offer a $500 rebate to residents or businesses who purchase a vehicle locally. Since its April inception, 752 rebates have been issued. Of the total issued rebates, 283 applications by local residents and businesses were approved during the first quarter of the current fiscal year. For further information and statistics related to the Vehicle Incentive Program, please refer to https://www.santa-ana.org/vip/vip-data-dashboard. Quality of Life Team (QOLT) A joint effort between multiple City departments (Public Works, City Attorney's Office, and Police) and non -government groups to address homelessness, this project has improved efficiency and response times. During the first quarter of the current fiscal year, QOLT intensified efforts to clean up the Santiago Creek. As a result of these outreach efforts, 18 individuals accepted shelter and 18 individuals accepted services from the OC Health Care Agency in the month of September. For more information regarding homeless services data and outreach efforts, please visit https://www.santa-ana.org/open-gov-data/homeless-services. Public Works Agency (PWA) Technology Improvements In coordination with the Information Technology Agency, the PWA's Maintenance Services Division helped successfully launch the new "mySantaAna" App. The new app allows the community to report citywide service requests, including a new service reporting option for Homeless Encampments. In the first two weeks of operation, 104 encampment locations were reported and services provided by the QOLT Team. For information about the mySantaAna App, please visit https://www.santa-ana.org/residents/mVsantaana-app Homelessness Efforts To increase the response time with City-wide homeless clean-up operations, the Public Works Agency has engaged in two service contracts. With these additions, the Daily Action Response Teams (DART) increased services from four days to seven days, from 4 shifts to 32 shifts, and increased coverage to include late evening and weekends. These efforts have significantly improved the quality of life for City residents, businesses and visitors. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 - City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. 19C-5 Receive and file Fiscal Year 2019-2020 General Fund First Quarter Update December 3, 2019 Page 6 Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. FY 2018-19 General Fund Preliminary Year -End Results 2. 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LL a U L (1) r--4 ct C) C) O N V O N l^O,. 1� C) C4 V ct 4-J V) • co co O O O M M O) N N O O C 00 V M O O O (0 V m Ln 00 O r V co N N r- co O) Ln (0 N N N co I� r r U) N U N + (n O U O 0) m (6 O O E 0 Q � O C)0 0 E O N E E O O) M 06 U C m c 0) O U C: O (6 E o ` a)m � m E O 'C c m E a a� 0 N U o Q (n Utu -"aI Q 0 U 12 - - C)- I1 S J 1 0- M N 19C-29 �ld z FM 19C-30 a N REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: APPROVE APPROPRIATION ADJUSTMENTS TO FUND AUTHORIZED POLICE OFFICER POSITIONS APPROPRIATE FUNDING FOR OVERTIME AND UNFUNDED LIABILITY PAYMENTS PREVIOUSLY FUNDED IN THE PARKING FUND {STRATEGIC PLAN NO. 1,1i} CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For .K�7►111►1�1q�iC�] /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Authorize the funding of eighteen (18) police officer positions previously unfunded within the General Fund for an approximate annualized cost of $2,700,000. This amount includes the partial year funding of $1,312,500 proposed in action item #2. 2. Approve an appropriation adjustment to utilize General Fund balances from prior fiscal year (2018-19) in the amount of $1,312,500 to provide partial year funding for eighteen (18) authorized unfunded police officer positions in the Police Department's Field Operations accounting unit (nos. 01114420 — various) for fiscal year 2019-20. 3. Approve an appropriation adjustment to utilize General Fund balances from prior fiscal year (2018-19) to fund $977,620 for overtime and unfunded liability expenses previously funded through the Parking Downtown Enhancements fund (Fund 027) DISCUSSION The City's Strategic Plan Strategy 1i, strives to "enhance public safety efforts by improving our employee retention efforts, and actively seeking a diverse and talented pool of public safety candidates who possess the values and skills consistent with organizational goals". The City Council has expressed its top priority to enhance public safety by reducing response times, improving the City's response to homelessness, addressing violent crime, reducing vice related crimes, and improving traffic/pedestrian safety. This hiring objective was also identified as the highest of priorities in the Police Departments Five Year 2019 — 2024 Strategic Plan. In order to provide this enhanced level of public safety services that Santa Ana community members deserve, the Police Department has made the filling of all police officer vacancies a top priority. The Western States average for populations of 250,000 residents or greater is 1.8 sworn officers per 1,000 residents. The proposed appropriation adjustment would provide the funding to fill 18 authorized police officer positions to the Police Department's current number of 348 funded 20A-1 Appropriation Adjustment to Fund Authorized Police Officers December 3, 2019 Page 2 positions, for a total of 366 sworn officers (all ranks), in order to continue to fulfill the City Council and community's police officer hiring mission. With 366 sworn officers, Santa Ana would be at 1.1 sworn officers per 1,000 residents, and will be better equipped to successfully address these community and City Council priorities. Since July 2014, the Public Safety, Code Enforcement and Neighborhood Empowerment Council Committee has requested regular recurring updates on Police Officer Hiring to stay apprised of the City's progress towards filling all police officer vacancies. The Police Department has provided regular reports on its hiring efforts, and the number of sworn officers hired and separated by calendar year. In 2019, the Department has also included this information as a component in a monthly performance metric report to the Council. In response to the direction set by the City Council, the Police Department established a goal of hiring 50 police officers in calendar 2019 by December 31, 2019. Calendar year 2019 is projected to be the best year for police officer hiring in at least the past 20 years, based on available City and Police Department Human Resources Division data. By November 25, 2019, through the tremendous efforts of the Police Department's Human Resources Division and the City's Human Resources Agency, the Police Department will have hired 40 police officers and is projecting to hire its goal of up to 50 by the end of the calendar year. The number of sworn officers has increased from 302 sworn officers in July 2014 to an estimated 348 sworn officers by the end of November 2019. In support of Police Department hiring goals, the City Council has provided the resources necessary to enhance the Police Department Human Resources and Backgrounds units to effectively attract and efficiently process police officer applicants, including: One full-time Recruitment Corporal assigned to Backgrounds unit One additional professional Background Investigator position added to FY 18/19 budget Two additional sworn Investigators assigned to the Backgrounds Unit Two contracts with outside background investigation firms implemented Monthly physical agility testing Implementation of a-Soph backgrounds unit software Enhanced social media outreach promoting the Police Department and police officer recruitment events Implementation of Hiring Expos at the Santa Ana Police Department Improved efficiencies in the Police Department HR and Backgrounds Units to speed up applicant processing On-line testing For the past two years, there have been 36 unfunded police officer positions in the Police Department. This fiscal year, the Police Department has 348 funded and 36 unfunded sworn positions, for a total of 384 sworn officers. The Police Department projects that it will run out of funded police officer positions by the end of November 2019. The Police Department is requesting 20A-2 Appropriation Adjustment to Fund Authorized Police Officers December 3, 2019 Page 3 funding in the amount of $1,312,500 to fund 18 of the 36 unfunded positions through the end of the 2019-20 fiscal year. This amount is based on an annual salary and benefits amount of $150,000 per officer, and accounts for the fact that some of the 18 officers will be employed for only a few months of the fiscal year (partial year funding). The full 12-month cost for these 18 positions would be approximately $2,700,000. Approval of this appropriation adjustment will support the City's public safety goals and ensure police officer hiring continues at the current pace, to both fill authorized vacancies and meet future anticipated attrition rates. In addition, overtime and unfunded liability pension costs associated with police officers assigned to the Downtown area are currently funded through the Parking Downtown Enhancements fund. Although the City Council approved parking structure rate increases on November 5th, these increases will not be sufficient to cover increases in operating expenditures. As such, this fund is unable to continue supporting the costs associated with overtime and unfunded liability pension costs. This will require an additional $977,620 ($422,700 in OT and $554,920 in UAL) to be allocated to the Police Department's Field Operations accounting unit (nos. 01114420 — various) and the non -departmental unfunded liability (Police) accounting unit (01105020-61103). This action will enable the Parking fund to be balanced. The grand total amount needed in Field Operations for fiscal year 2019-20 is $2,290,120. Approval of both appropriation adjustments will support the City's public safety goals, ensure police officer hiring continues at the current pace and promote the financial sustainability of non -general funds. Furthermore, no further Police Overtime or Unfunded Liability (pension costs) will be paid from the Parking Fund (Fund 027-Downtown Enhancements). STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 - Community Safety, Objective #1 (Modernize the Community Policing philosophy to improve customer service, crime prevention and traffic / pedestrian / bicycle safety), Strategy I (Enhance public safety efforts by improving our employee retention efforts and actively seeking a diverse and talented pool of public safety candidates who possess the values and skills consistent with organizational goals). FISCAL IMPACT On September 17th, staff reported potential unexpected FY 18-19 revenue of $5.0 million or more. At that time, the City Council approved a $4.0 million appropriation. Although the audited financial statements have not yet been issued, it appears we also have expenditure savings that will contribute to a General Fund balance in excess of estimates in June 2019. At this time, the Police Department requests additional funding that will likely come from available General Fund balance in excess of the City Council reserve policy requirement. Both appropriation adjustments will recognize funding from prior year General Fund balance (01102002-50001) and appropriate $2,290,120 to the Police Department's Field Operations accounting unit (nos. 01114420 — various) and the non -departmental unfunded liability (Police) accounting unit (01105020-61103) for the 2019-20 fiscal year. 20A-3 Appropriation Adjustment to Fund Authorized Police Officers December 3, 2019 Page 4 The annualized impact of these actions approximate $3.8 million ($2.7 million for the 18 police officers and $1.0 million for the overtime and unfunded liability payments in the Parking Downtown Enhancement). APPROVED AS TO FUNDS AND ACCOUNTS: David Valentin Kathryn Downs, CPA Chief of Police Executive Director Santa Ana Police Department Finance and Management Services Agency 20A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT, AMEND THE FY 2019-20 CAPITAL IMPROVEMENT PROGRAM, AUTHORIZE A BUDGET REALLOCATION, AND AWARD A CONSTRUCTION CONTRACT TO ARAMEXX CONSTRUCTION IN THE AMOUNT OF $1,000,910, FOR THE LINCOLN AVENUE PEDESTRIAN PATHWAY FROM PARK LANE TO SANTIAGO CREEK PROJECT WITH AN ESTIMATED TOTAL PROJECT COST OF $1,201,886 (PROJECT NO 17-6802) {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 K.�►rruma.>rr.� /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve an appropriation adjustment to spend $43,000 from prior year fund balance in the Select Street Construction Fund, Improvements Other Than Building expenditure account. 2. Approve an amendment to the Fiscal Year 2019-20 Capital Improvement Program to include additional construction funds in the amount of $43,000 for the Lincoln Avenue Pedestrian Pathway from Park Lane to Santiago Creek Project. 3. Authorize reallocation of $128,886 in unspent project funds to the Lincoln Avenue Pedestrian Pathway from Park Lane to Santiago Creek Project (Project 17-6802) as follows: $82,926 in Measure M2 Local Fairshare funds from the Cabrillo Park Sidewalk Improvements project (Project 16-6862), $13,960 in Select Street Construction Gas Tax funds from the Omnibus Concrete Repair project (Project 18-6864), and $32,000 in Select Street Construction Gas Tax funds from the Lincoln/Fairhaven Access Trail project (Project 13-6795). 4. Award a contract to Aramexx Construction, the lowest responsible bidder, in accordance with the base bid plus add Alternative Bid Items 54 and 55 in the amount of $1,000,910, for construction of the Lincoln Avenue Pedestrian Pathway from Park Lane to Santiago Creek Project, for the term beginning upon execution of the contract and ending upon 20B-1 Award Contract to Aramexx Construction for the Lincoln Avenue Pedestrian Pathway from Park Lane To Santiago Creek Project December 3, 2019 Page 2 project completion, and authorize the City Manager to execute the contract, subject to non - substantive changes approved by the City Manager and the City Attorney. 5. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,201,886, which includes $1,000,910 for the construction contract; $123,550 for contract administration, inspection, and testing; and a $77,426 project contingency (approximately 7.7% of the construction contract amount). DISCUSSION The purpose of this project is to reestablish the ability for pedestrians to cross the Metrolink railroad tracks at the intersection of Lincoln Avenue and Fairhaven Avenue. The project consists of a pathway along Lincoln Avenue on the west side of the tracks, from Park Lane to Fairhaven Avenue, and then to the Santiago Creek Trail (Exhibit 1). After the full closure of the railroad crossing at Lincoln and Fairhaven by the California Public Utilities Commission, the City pledged to pursue funding to restore pedestrian access. After two attempts, Active Transportation funds were awarded to the City for the design and installation of a pathway to reconnect the lost access. The pathway will connect pedestrians and bicyclists, and will reduce walking and bicycling distances by 1 mile to get around the Fairhaven Avenue closure. Before completing the project design, staff sought community input. Based on four community input meetings, Public Works staff identified additional improvements beyond the intent of the grant that were necessary to address the community's security concerns and to further invest in the neighborhood. Features include taller and more aesthetically pleasing green screens along the existing residential wall; new nighttime safety lighting; lockable and more aesthetically pleasing gates to regulate access; and new park/trail security patrols. The pathway and surrounding areas will have greater aesthetic appeal compared to today, with gates (non -chain link) to allow better security of the pathway area after dusk, while providing daytime access as originally promised to the community. Improvements also include new landscaping. Once completed, the immediate surrounding area will benefit from enhanced aesthetics, better access, and improved lighting, all of which will support bicycle and pedestrian travel. This pathway project also aligns with the Southern California Association of Government's (SCAG) Regional Transportation Plan (RTP) Goals adopted in April 2012 by providing access to an existing regional trails. The City secured an Active Transportation Program grant of $1,030,000 for construction of the Lincoln Avenue Pedestrian Pathway project, which was included in the Council -approved Fiscal Year 2018-19 Capital Improvement Program. However, the total estimated project construction cost is $1,201,886 (Exhibit 2). Therefore, staff is requesting Council approval to appropriate $43,000 of the $2.5 million in reclassified Gas Tax funds made available by Council action on September 17, 2019 (Recommended Actions Nos. 1 & 2); and $128,886 in project budget reallocations from completed Capital Improvement Program projects (Recommended Action No. 3). The Fiscal Year 2019-20 Capital Improvement Program will be amended to include the additional $43,000 in Gas Tax funding (Exhibit 3). 20B-2 Award Contract to Aramexx Construction for the Lincoln Avenue Pedestrian Pathway from Park Lane To Santiago Creek Project December 3, 2019 Page 3 Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, a Notice Inviting Bids was advertised in the Orange County Register newspaper on October 8 and 13, 2019. Bids were received electronically via the City's web -based electronic bidding system, PlanetBids, on October 22, 2019. Through the PlanetBids online portal, vendors may register to receive notifications on all current and future City projects, as well as download contract documents, receive project updates, and submit bids electronically. A total of 914 vendors, including 51 located in the City of Santa Ana, were notified of the project via PlanetBids. 42 vendors requested bidding documents and 5 bids were received. No bids were received from Santa Ana contractors. Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID BASE BID + Items 54 & 55 1 Aramexx Construction Claremont $977,410 $1,000,910 2 H2m Construction Inc. Glendale $1,005,106 $1,019,106 3 Aid Builders Inc. Los Alamitos $1,236,351 $1,324,351 4 C.S. Legacy Construction, Inc. Ontario $1,423,900 $1,444,600 5 YAKAR I Covina $1,788,230 $1,821,230 All five bids were responsive, and Aramexx Construction submitted the lowest responsive bid (Exhibit 4), in the amount of $1,000,910. Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract (Exhibit 5) to Aramexx Construction in the amount bid. Project Delivery To deliver a complete project, in addition to the construction contract, the estimated total cost to deliver the project also requires construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management; implementation of the City's Community Workforce Agreement requirements; inspection of the Contractor's work to ensure contract compliance, workmanship, and quality; and material testing. As indicated in the Cost Analysis (Exhibit 2) and as summarized in the table below, the estimated total construction delivery cost of the project is $1,201,886. Construction Contract $1,000'910 Construction Administration, Inspection, and Testing $123,550 Contingencies $77,426 ESTIMATED CONSTRUCTION DELIVERY COST $1,201,886 r1- Award Contract to Aramexx Construction for the Lincoln Avenue Pedestrian Pathway from Park Lane To Santiago Creek Project December 3, 2019 Page 4 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 In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2017-58 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 2), the estimated total construction delivery cost of the project is $1,201,886, which includes the construction contract, contract administration, inspection, testing, and project contingency. Approval of the requested Appropriation Adjustment will authorize expenditure of $43,000 from the prior year fund balance in the Select Street Construction Fund — Improvements Other Than Building expenditure account (No. 05917663-66220). The following table summarizes the funds budgeted to deliver construction of this project: Fiscal Accounting Unit- Accounting Unit, Fund Description Amount Year Account # Account Description FY 2017-18 CAPITAL IMPROVEMENT PROGRAM APROVED BUDGET Traffic System Active Transportation FY 2019-20 14817613-66220 Management Grant Program, Improvements $1,030,000 July -June (Project 17-6802) (Capital Grants Fund) Other Than Building APPROPRIATION ADJUSTMENT HUTA 2103 Gas Tax, FY 2019-20 05917663-66220 Select Street Improvements Other $43,000Than July -June (Project 17-6802) Construction Fund Building PROJECT BUDGET REALLOCATIONS Measure M2 Local FY 2019-20 03217662-66220 Measure M Street Fairshare, $82 926 July -June (Project 16-6862) Construction Fund Improvements Other Than Building HUTA 2103 Gas Tax, FY 2019-20 05917663-66220 Select Street Improvements Other $13,960 July -June (Project 18-6864) Construction Fund Than Building Award Contract to Aramexx Construction for the Lincoln Avenue Pedestrian Pathway from Park Lane To Santiago Creek Project December 3, 2019 Page 5 FY 2 05917663-66220 Select Street HUTA 2103 Gas Tax, July -June June (Project 13-6795) Construction Fund Improvements Other $32,000 Than Building Total: $1,201,886 All funds are scheduled for expenditure in Fiscal Year 2019-20. 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/TC/MO Exhibits: 1. Location Map 2. Cost Analysis 3. Amended FY 2019-20 CIP Project Sheet 4. Bid Proposal 5. Construction Contract r1- NOT TO SCALE _ _ rrs c GD LISTING GIDNAL PATH 6 in EVEN AV DETAIL A LOCATION MAP Exhibit 1 SANTA ANA Project No. 17-6802: P` A Lincoln Avenue Pedestrian Pathway from Park PUBLIC„ RKSMEK� Lane to Santiago Creek ATPL-5063(177) I►I- EXHIBIT 2 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 17-6802: LINCOLN AVENUE PEDESTRIAN PATHWAY FROM PARK LANE TO SANTIAGO CREEK ATPL- 5063(177) Construction Contract $ 1,000,910 Contract Administration $ 54,436 Inspection and Testing $ 69,114 Contingencies $ 77,426 TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,201,886 20B-7 § ■� §� §§ � § ■§ ■CL �■ ;■ ) ) k\ 0 \\ = s (: 6w U5 � § B k k s k U §\ §/ §¥ §\ �3 ■ \ \ 7 Exhibit 3 18/19/ oePQea Sheet qz to Proposed 192/uoeAmendment LU LU Ir 00 §/ w )3 /, \LL § 0> § e■ ) ) ) » \ (}j () e« )4& }�� }�� 3 \ ) ) § � » [ § � � [ \ \ � E ) ) - � k k CO / (]F % / ) § { : E 3 £ E 2 \ \ { / City of Santa Ana Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Bid Results Bidder Details Vendor Name Aramexs Construction Address 532 W First St Unit 202 Claremont, CA 91711 United States Respondee Salim Samour Respondee Title President Phone 909-746-8066 Ext. Email info@aramexxgroupinc.com Vendor Type License # CA DIR Bid Detail Bid Format Electronic Submitted October 22, 2019 1:38:10 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation # 193440 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name Proposal - Santa Ana Proposal - Santa ana.pdf Ownership Aff Ownership Aff.pdf Bid Bond Bid Bond.pdf Non -Collusion NonCollusion Aff.pdf Line Items Type Item Code Base Bid Items 1 Remove Chain -Link Fence I Gate 2 Remove Sign UOM Qty LF 85 EA 2 3 Remove Tree EA 1 Unit Price $10.00 $400.00 $1,200.00 Page 1 Printed 10/25/2019 EXHIBIT 4 File Type General Farms Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addition Non -Collusion Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Line Total Comment $850.00 $800.00 $1,200.00 I20R; O City of Santa Ana Page 2 Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Printed 10/25/2019 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 4 Clearing and Grubbing LS 1 $37,000.00 $37,000.00 5 Remove Ballard EA 2 $300.00 $600.00 6 Adjust Water Valve Box to Grade EA 2 $450.00 $900.00 7 Adjust Survey Monument Box to Grade EA 1 $1,200.00 $1,200.00 8 Adjust Sanitary Sewer Manhole Lid to Grade EA 2 $1,000.00 $2,000.00 9 Relocate Gas Line Warning Past EA 3 $600.00 $1,800.00 10 Remove / Abandon Conflicting Irrigation System LS 1 $5,000.00 $5,000.00 11 Remove K-Rail EA 3 $1,000.00 $3,000.00 12 Remove Vehicular Metal - Beam Guardrail and Posts LF 30 $50.00 $1,500.00 13 Relocate Landscape Boulders LS 1 $1,000.00 $1,000.00 14 Remove Residential Screen Wall (Includes Gates and Fencing) LF 60 $20.00 $1,200.00 15 Fine Grading SF 30550 $0.25 $7,637.50 16 Unclassified Excavation and Fill with Excavated Material CY 713 $60.00 $42,780.00 17 Unclassified Excavation and Export of Excavated Material CY 790 $105.00 $82,950.00 18 Construct Decomposed Granite Pathway with Organic Binder (Includes Aggregate Base) SF 9565 $6.00 $57,390.00 19 Construct Decomposed Granite Pavement Concrete Header (Includes Aggregate Base) LF 730 $19.00 $13,870.00 120IR;11a1 City of Santa Ana Page 3 Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Printed 10/25/2019 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 20 Construct Colored Concrete Pavement (Includes Aggregate Base) SF 780 $12.00 $9,360.00 21 Construct Asphalt Concrete Pavement (Includes Aggregate Base) SF 151 $10.00 $1,510.00 22 Construct Concrete Curb (Includes Aggregate Base) LF 75 $50.00 $3,750.00 23 Construct Concrete Curb and Gutter (Includes Aggregate Base) LF 870 $40.00 $34,800.00 24 Construct Concrete Gross Gutter SF 85 $21.00 $1,785.00 25 Construst Concrete Retaining Curb LF 371 $41.00 $15,211.00 26 Install Detectable Warning Surface SF 45 $38.00 $1,710.00 27 Construct Reinforced Concrete Pavement with Integral Curb / Wall (Pavement Portion w/ Base) SF 930 $19.00 $17,670.00 28 Construct Reinforced Concrete Pavement with Integral Curb / Wall (Curb and Gutter Portion w/ Base) LF 106 $54.00 $5,724.00 29 Construct Reinforced Concrete Pavement with Integral Curb / Wall (Low Wall Portion w/ Base) LF 103 $255.00 $26,265.00 30 Install 6' Tall R/W Welded Wire Mesh Fence LF 950 $80.00 $76,000.00 31 Install 6' Tall Modular Dual Panel Fence (Vine Planting Not Included) LF 890 $110.00 $97,900.00 32 Paint Residential Screen Walls LF 935 $27.00 $25,245.00 33 Construct 4" CMU Block Wall LF 60 $200.00 $12,000.00 34 Install Entry Signage EA 1 $21,000.00 $21,000.00 35 Install Roadway / SCRRA Sign EA 3 $700.00 $2,100.00 ,20IR I12 City of Santa Ana Page 4 Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Printed 10/25/2019 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 36 Install Park Sign EA 1 $7,000.00 $7,000.00 37 Install Fold Down Bollard EA 2 $3,000.00 $6,000.00 38 Construct Grouted Rip -Rap Apron SF 8 $1,200.00 $9,600.00 39 Construct Concrete Drainage Channel EA 1 $7,000.00 $7,000.00 40 Construct 3" to 8" River Rack Drainage Swale SF 240 $18.00 $4,320.00 41 Construct Straight Concrete Headwall EA 1 $5,000.00 $5,000.00 42 Construct Flared Concrete Headwall EA 1 $5,000.00 $5,000.00 43 Install 6" Diameter Dual Wall HOPE Pipe LF 16 $200.00 $3,200.00 44 Install 12" Deep Imparted Class A Topsoil SF 9850 $3.00 $29,550.00 45 Install Light Fixture, Pole, and Foundation EA 10 $9,000.00 $90,000.00 46 Install Electrical Conduit Including Wires LF 1000 $31.00 $31,000.00 47 Install Grounding Rod Well EA 1 $616.00 $616.00 48 Install Meter Pedestal, Panelboard, and Utility Service LS 1 $6,000.00 $6,000.00 49 Install Pull Box EA 10 $500.00 $5,000.00 50 Orange County Conservation Corps (OCCC) Planting LS 1 $3,416.00 $3,416.00 51 Irrigation System LS 1 $100,000.00 $100,000.00 ,20IR713 City of Santa Ana Page 5 Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Printed 10/25/2019 Bid Results Type Item Code UOM City Unit Price Line Total Comment 52 Landscaping— LS 1 $40,000.00 $40,000.00 53 Labor Agreement Oversight LS 1 $10,000.00 $10,000.00 Subtotal $977,409.50 Add Alternative Bid One - NOT part of Base Bid Calculation 54 Install North End Single Leaf Swing Gate and Fencing LS 1 $10,000.00 $10,000.00 55 Install South End Double Leaf Swing Gate and Fencing LS 1 $13,500.00 $13,500.00 56 Install 8' Tall Modular Dual Panel Fence (Vine Planting Not Included) LF 890 $156.00 $138,840.00 Subtotal $162,340.00 Base Bid Asterisk Notes per P-4 of Specifications - NOT part of Base Bid Calculation 57 = The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. ea 0 0 0 58 = 1-gallon and 5-gallon planting shall be performed by OCCC. For the landscaping bid item, only the price to furnish the materials for the installation of the 1-gallon and 5-gallon planting shall be included. The labor for the OCCC installation work for 1 and 5-gallon plants is included in Bid Item 50. ea 0 0 0 59 t - This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. ea 0 0 0 Subtotal 0 Total $1,139,749.50 I20R; IAA CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Aramexx Group Inc REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Remove Chain -link 85 LF $ I p i $� Fence / Gate 2 Remove Sign 2 EA $ � flab , $ j{bb 3 Remove Tree I EA $ IZCo $ 66 112 4 Clearing and Grubbing 1 LS $ $ 31 rnba 31 po 0 i 5 Remove Bollard 2 EA $ $ (,e0 6 Adjust Water Valve 2 EA $ $ Box to Grade t1 So q bo 7 Adjust Survey 1 EA $ $ Monument Box to ( 7 D V I ti 6 b Grade 8 Adjust Sanitary Sewer 2 EA $ $ Manhole Lid to Grade I I b&6 'Lob c, 9 Relocate Gas Line 3 EA $ $ Warning Post (oeo 1$ eo 10 Remove / Abandon 1 LS $ $ Conflicting Irrigation j 666 10N60 System 11 Remove K-Rail 3 EA $ $ (IbeA 3�(�p0 12 Remove Vehicular 30 LF $ $ Metal - Beam S"a I 1 S bo Guardrail and Posts P-1 ofP-19 20B-15 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) Item Description Qty Unit Unit Price Amount 13 Relocate Landscape Boulders 1 LS $ I i CI�6 $ 1 obo � 14 Remove Residential 60 LF $ $ Screen Wall (Includes �p Zpb Gates and Fencing) 15 Fine Grading 30,550 SF $ $ LS ?,637� sa 16 Unclassified 713 CY $ $ Excavation and Fill (en: y2r? with Excavated $ b Material 17 Unclassified 790 CY $ $ Excavation and Export Ips 1219s0 of Excavated Material 18 Construct 9,565 SF $ $ Decomposed Granite Pathway with Organic q o Binder (Includes Aggregate Base 19 Construct 730 LF $ $ Decomposed Granite Pavement Concrete Header (Includes Aggregate Base 20 Construct Colored 780 SF $ $ Concrete Pavement `2 . 3 6 (Includes Aggregate Base 21 Construct Asphalt 151 SF $ $ Concrete Pavement I p (Includes Aggregate 11510 Base 22 Construct Concrete 75 LF $ $ Curb (Includes Aggregate Base 23 Construct Concrete 870 LF $ $ Curb and Gutter t1 p y e ab (Includes Aggregate Base 24 Construct Concrete 85 SF $ $ Cross Gutter 25 Construct Concrete Retaining Curb 371 LF $ 1 ~ $ 1 $ 211 26 1 Install Detectable 45 SF $ Warning Surface P-2 of P-19 20B-16 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) 27 Construct Reinforced 930 SF $ $ Concrete Pavement with Integral q l 1 0 Curb/Wall (Pavement Portion w/ Base 28 Construct Reinforced 106 LF $ $ Concrete Pavement with Integral S t j, 57 2 t� Curb/Wall (Curb and Gutter Portion w/ Base 29 Construct Reinforced 103 LF $ $ Concrete Pavement with Integral Curb/Wall (Low Wall Portion w/ Base 30 Install 6' Tall R/W 950 LF $ $ b 6 Welded Wire Mesh $D p Fence 31 Install 6' Tall Modular 890 LF $ $ Dual Panel Fence I V Q'j Qoc (Vine Planting Not Included 32 Paint Residential 935 LF $ $ Screen Walls 2Z ! 33 Construct 4" CMU 60 LF $ job% $ Block Wall 11/Daa 34 Install Entry Signage 1 EA $ $ 211pbb -l.l,aoa 35 Install Roadway / 3 EA $ $ SCRRA Sign '1 o b Z e 1 b b 36 Install Park Sign 1 EA $ $ � 1peo 71br]o 37 Install Fold Down 2 EA $ $ Bollard 3 aee 4 pe o 38 Construct Grouted 8 SF $ $ 9 600 Rip -Rap Apron 1t1,60 39 Construct Concrete 1 EA $ $ Drainage Channel c3b 40 Construct 3" to 8" 240 SF $ $ River Rock Drainage I L1 �gy0 Swale 41 Construct Straight 1 EA $ $ Concrete Headwall 42 Construct Flared Concrete Headwall 1 EA $ �1 b a b $ S l a 6a 43 Install 6" Diameter 16 LF $ $ Dual Wall HDPE Pipe Z o a, r�- CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) 44 Install 12" Deep 9850 SF $ $ Imported Class A ,' 2 9 SD Topsoil 45 Install Light Fixture, 10 EA $ a $ a Pole, and Foundation 46 Install Electrical 1,000 LF $ $ Conduit including Wires 47 Install Grounding Rod 1 EA $ $ 1 Well (e 1 Ie 48 Install Meter Pedestal, 1 LS $ $ Panelboard, and �00 6 Utility Service 49 Install Pull Box 10 EA $ Sotl $ $�he'� 50 Orange County 1 LS $3,416.00 $3,416.00 Conservation Corps OCCC Planting 51 Irrigation System 1 LS $ $ (aC a 06`t16 e 52 Landscaping" 1 LS $ 4anee $ 4c, J C'& o 53 Labor Agreement 1 LS $10,000 $10,000 Oversight TOTAL BASE BID $ ! 7-7 / 901'SD ADD ALTERNATES Item Description Qty Unit Unit Price Amount 1 Install North End 1 LS $ $ Single Leaf Swing 16, 06 b j D �nbb Gate and Fencing 2 Install South End 1 LS $ $ Double Leaf Swing 13)Sbb �31>bb Gate and Fencing 3 Install 8' Tall Modular 890 LF $ S(, ! $ Dual Panel Fence Planting Not (Vine Included) TOTAL ADD ALTERNATE BID $ ((�2J 3 9 c6 P-4 of P-19 20B-18 CITY• OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. ** 1-gallon and 5-gallon planting shall be performed by OCCC. For the landscaping bid item, only the price to furnish the materials for the installation of the I -gallon and 5-gallon planting shall be included. The labor for the OCCC installation work for 1- and 5-gallon plants is included in Bid Item 50. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within one -hundred (100) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $1,500 per calendar day. Name of Firm Aramexx Group Signature of BIDDER Salim Samour - Pres Title - Manager (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-5 of P-19 20B-19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of f Signature Salin Title Presi (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) - Manager CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: Aramexx Groun Inc Business Address: 532 West First St. #202 Claremont CA 91711 Business E-Mail Address: Info@aramexxgroupinc.com Telephone: Z MMO State Contractor's License No. and Class: License Expiration Date: State Dept. of Industrial Relations (DIR) Registration No.: State Dept. dus ial a ' ns (DIR) Registration Ex ' ti Date: Signed: Title: President �LSiki�F���ibTd 1000010179 6-30-20 r�- CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm Signature of 1311. Title President (if an individual, so state) ri- CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) Salim SamOur , being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. ® CORPORATION That he is of: Aramexx Group Inc a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of: one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secur ad anta a inst the City of Santa Ana or any person interested in the proposed contract, for f or an er person. Signature of Bidder Subscribed and sworn to before me this day of 20 "Please see attached" Signature of officer Administering Oath (Notary Public) P-9 of P-19 20B-23 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 Los Angeles On VG�6'1& It' 2019 before me, personally appeared Salim Samour R. Gallardo Samour, Notary Public (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person whose name(,q'isfare subscribed to the within instrument and acknowledged to me that hefshefthey executed the same in his/4eWt*reiii,authorized capacity{ies} and that by hi.slhe ;".!:cm signaturewon the instrument the personf,8); or the entity upon behalf of which the personjsracted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature R. GALLARDO SAMOUR Notary Public - California San Bernardino County Commission kx My = 2285846 Comm. Expires May 10, 2023 (Seal) 20B-24 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) KNOW ALL PRESENT that, Aramexx Group Inc. dba Aramexx Construction , as BIDDER, and United States Fire Insurance Company as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent of Total Bid Amount Dollars ($ 10.0% of Bid ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. ---- N 3VITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this - 1 day of October 2019 ER* .c oup In . Aramexx Construction, 532 W. First Street, Ste 202, Claremont, CA 91711, (909)746 _�`\\�`\• SRi1M SR•xettR � t BN'( SURETY* Fire Insurp-n�e Compan)f, 3�5 Madison Avenue, Morristown, NJ 07962, (973)490-6600 Vanessa Copeldnd, Attorney -in -Fact, 151'Kalmus Dr., Ste A201, Costa Mesa, CA 92626, (714)546-5100 Subscribed and sworn to before me see Attached this day of 20_ 1y� Si-nature:IbY 5 AAA°tA"CD„ Notary Public in and for the County of , State of * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. P-10 ofP-19 20B-25 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document. State of California County of Orange ) On 10�lloq —beforeme-NatassiaKirk-SmithNotary Public, personally appeared Vanessa Copeland Name(s) ofSigner(s) 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 hisi`her/their, authorized capacity(ies), and that by hisfher/their signature(&) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the NATASSIAKIKK-SW_D7i laws of the State of California that the foregoing f; �" • - Notary rPargiec�oCaCi�forma paragraph is true and correct. `. to Commission k 1253818 < '�-` µy Comm. Expires Aug 12, zozz J WITNESS my hand and offi ' r Signatur Signature blic Place Notary Seat Above -------------------___w___�_ OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could present fraudulent and reattaclmient of this form to another document. Description of Attached Document Type or Title of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Vanessa Copeland ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner: ❑Limited ❑ General ® Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s):_ ❑ Partner: ❑Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Rev. 1-15 20B-26 PO WER OF ATTORNEY UNITED STATES FIRE INSURANCE COMPANY PRINCIPAL OFFICE - MORRISTO WN, NEW JERSEY 01016 KNOW ALL MEN BY THESE PRESENTS: That United States Fire Insurance Company, a corporation duly organized and existing under the laws of the state of Delaware, has made, constituted and appointed, and does hereby make, constitute and appoint: Eric Lowey, Mark Richardson, Vanessa Copeland, Kevin Cathcart, Shawn Blume each, its true and lawful Attomey(s)-In-Fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver: Any and all bonds and undertakings of surety and other documents that the ordinary course of surety business may require, and to bind United States Fire Insurance Company thereby as fully and to the same extent as if such bonds or undertakings had been duly executed and acknowledged by the regularly elected officers of United States Fire Insurance Company at its principal office, in amounts or penalties not exceeding: Fifty Million Dollars ($50,000,000). This Power of Attorney limits the act of those named therein to the bonds and undertakings specifically named therein, and they have no authority to bind United States Fire Insurance Company except in the manner and to the extent therein stated. This Power of Attorney revokes all previous Powers of Attorney issued on behalf of the Attomeys-In-Fact named above and expires on January 31, 2020. This Power of Attorney is granted pursuant to Article IV of the By -Laws of United States Fire Insurance Company as now in full force and effect, and consistent with Article III thereof, which Articles provide, in pertinent part: Article IV, Execution of Instruments - Except as the Board of Directors may authorize by resolution, the Chairman of the Board, President, any Vice -President, any Assistant Vice President, the Secretary, or any Assistant Secretary shall have power on behalf of the Corporation: (a) to execute, affix the corporate seal manually or by facsimile to, acknowledge, verify and deliver any contracts, obligations, instruments and documents whatsoever in connection with its business including, without limiting the foregoing, any bonds, guarantees, undertakings, recognizances, powers of attorney or revocations of any powers of attorney, stipulations, policies of insurance, deeds, leases, mortgages, releases, satisfactions and agency agreements; (b) to appoint, in writing, one or more persons for any or all of the purposes mentioned in the preceding paragraph (a), including affixing the seal of the Corporation. Article III, Officers, Section 3.11, Facsimile Signatures. The signature of any officer authorized by the Corporation to sign any bonds, guarantees, undertakings, recognizances, stipulations, powers of attorney or revocations of any powers of attomey and policies of insurance issued by the Corporation may be printed, facsimile, lithographed or otherwise produced. In addition, if and as authorized by the Board of Directors, dividend warrants or checks, or other numerous instruments similar to one another in form, may be signed by the facsimile signature or signatures, lithographed or otherwise produced, of such officer or officers of the Corporation as from time to time may be authorized to sign such instruments on behalf of the Corporation. The Corporation may continue to use for the purposes herein stated the facsimile signature of any person or persons who shall have been such officer or officers of the Corporation, notwithstanding the fact that he may have ceased to be such at the time when such instruments shall be issued. IN WITNESS WHEREOF, United States Fire Insurance Company has caused these presents to be signed and attested by its appropriate officer and its corporate seal hereunto affixed this 10'^ day of March, 2016. UNITED STATES FIRE INSURANCE COMPANY Anthony R. Slimowicz, Executive Vice President State of New Jersey) County of Morris ) On this 10ih day of Mach 2016, before me, a Notary public of the State of New Jersey, came the above named officer of United States Fire Insurance Company, to me personally known to be the individual and officer described herein, and acknowledged that he executed the foregoing instrument and affixed the seal of United States Fire Insurance Company thereto by the authority of his office. n SONIA SCALAR,a �L. NOTARY PUBLIC OF NEW JERSEY Sonia Scala - (Notary Public) MY COMMISSIONEXPIRES 3/25/2024 No.2163686 1, the undersigned officer of United States Fire Insurance Company, a Delaware corporation, do hereby certify that the original Power of Attorney of which the foregoing is a full, true and correct copy is still in force and effect and has not been revoked. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of United States Fire Insurance Company on thess"' day of October- 2019 UNITED STATES FIRE INSURANCE COMPANY Peter M. Quinn, Senior Vice President 20B-27 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 Los Angeles On Qc-ror3E2 )7+^ 2011 before me, R. Gallardo Samour, Notary Public (insert name and title of the officer) personally appeared Salim Samour who proved to me on the basis of satisfactory evidence to be the person,(ewhose nameXishwe subscribed to the within instrument and acknowledged to me that hefsheAhey executed the same in his/"'^''rc6theif-authorized capacity(ia4 and that by hisMeFlthei signatureXon the instrument the personJsy, or the entity upon behalf of which the person,(a'facted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature G�>�1�� \ (Seal) R. GALLAR00 SAMOUR Notary Public - California ?'= San Bernardino County 4f ` Commission: 2285946 My Comm. Expires May 10, 2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %z% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %:% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name M EL pcctti'r- (?"-T I M.) Name License #/Exp. f,-ij�- • Lx> ibl o ci l q License #/Exp. DIR Reg. #/Exp. L ' b "t-v ibo o&49 8q DIR Reg. #/Exp. Location CAS• qAt.¢ CA Location Phone 151 .4'1 i .3966 Phone Type Of Work rt.�Ta%e *L Type Of Work Amount $ Z l F ibb Amount $ Name b.J&N"Nwe 14lizX (PMz ft7l License #/Exp. 19"1 o5g 6 (Z -31-19 DIR Reg.#/Exp. Ibbobb9`"1$ 6"Sb-U License # g7 C 5 $L Location I b b b be, "l V"1 Phone 5L2 • $•2eSa Type Of Work f Q q' Amount $ 1� -i b JDd b Name License #/Exp. DIR Reg.#/Exp. License # _ Location _ Phone Type Of Work Amount $ Signi thtrcLof E dder Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ rI- • CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. I PLEASE SEE ATTACHED 2. Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. Type of Work and Telephone Number of person familiar with project. Contract Amount and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. S&L Risk Management and Insurance Solutions Pinnacle Surety 1447 Ford St. Suite 103 Redlands, CA 92374 151 Kalmus Dr. Suite A201, Costa Mesa, CA 92626 909-253-7742 951-271-8637 P-12 ofP-19 20B-30 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. I . PLEASE SEE ATTACHED Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed 2. Name and Address of owner. 3. Name and Telephone Number of person familiar with Contract Amount and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. S&L Risk Management and Insurance Solutions Pinnacle 1447 Ford St. Suite 103, Redlands, CA 92374 151 11dlIRUJ Ll., Al1llC HLvl, l.wta iviwq er� 909-253-7742 92626 286E 31 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non-coil`,,��+RRn Affidavit is part of the Proposal. BIDDERS are cautioned that r�ial Ng affalse c�ation may subject the certifier to criminal prosecution. Signed State of California County of PLEASE SEE ATTACHED Subscribed and sworn to (or affirmed) before me on this day of , 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal P-14 of P-19 20B-32 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 Los Angeles ) On OG.TC fRLV— 22K9 2c'Iq before me, R. Gallardo Samour, Notary Public (insert name and title of the officer) personally appeared Salim Samour who proved to me on the basis of satisfactory evidence to be the personorwhose nameXis/efe- subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/4e0theif- authorized capacitykW4, and that by hiss ;eFAhei signatureXon the instrument the personf, ,, or the entity upon behalf of which the person0f acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature R. GALLARDO SAMOUR I No ry Public - California San Bernardino County Commission: 2285846 My Camm, Expires May 10, 2023' (Seal) 20B-33 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P-15 ofP-19 20 B-34 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of pub ' works violpuag this Section is subject to all the penalties imposed for a violation of the Cfiwer. n \\ Title: President Firm: Aramexx Group Inc Date: 10-22-19 Msf 35 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the o con racto cept contractors not signatory to the trust agreement shall pay a like amount t he aliforn' pprenticeship Council. Signed: \ Title: President Firm: Aramexx Group Inc Date: 10-22-19 P-17 of P-19 20B-36 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the couction or r it of public work, to give up any part of the compensation to which he/she is otIh Ise title . Signed: Title: President Firm: Aramexx Group Inc Date: 10-22-19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CREEK ATPL-5063(177) PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No x If the answer is yes, explain the circumstances in the following space. AfM 532 W. First St. #202 Claremont, CA 91711 City of Santa Ana Jerome Center Landscape Drainage — Feb. 2019 — 20 Civic Center Planting, PCC walkway, precast concrete, April 2019 Santa Ana, CA 92701 irrigation. Michael Ortiz 714-615-0892 MOrtiz@santa-ana.org City of Rialto Renaissance Parkway Landscaping Dec. 2018 — 290 W. Rialto Ave. Improvement— April 2019 Rialto, CA 92376 Irrigation, planting, DG, installation of river Kavous Emami cobble with mortar and boulders. 909-628-6234 kvaouse@kecengineers.com City of Diamond Bar City Entry Monuments — Aug. 2018 — 21810 Copley Drive Grading, irrigation, planting, electrical. Dec. 2018 Diamond Bar, CA 91765 Carl Sutherland 714-560-8680 csutherland@tait.com RSCCD Facility Planning Water Conservation Irrigation Controller Dec. 2018- 2323 North Broadway Upgrade Dec. 2018 Suite 112 Phase 2. - Santa Ana, CA92706 Investigate existing irrigation, install upgraded irrigation. City of Laguna Beach Laguna Canyon Frontage Road Improvements— Dec. 2018- 479 Ocean Avenue Clear and grub, grading, irrigation, planting. Jan. 2019 Laguna Beach, CA 92651 Tri Nguyen 949-497-0741 tnguyenc@lagunabeachcitv.net County of Orange Yorba Regional ADA Improvements —Construct Sept. 2018 OC Public Works PCC walkways and picnic table pads, DG — Nov. 2018 300 N. Flower Street paving, P.T.D.F header, detectable warning Santa Ana, CA 92703 systems, site furnishings, concrete transition Nicholas Murray patch, hydroblasting, concrete demo. 714-667-8800 City of Brea Brea Sports Park Landscape Improvements — Sept. 2018 One Civic Center Circle Clear and grub, irrigation, planting, grading. — Oct. 2018 Brea, CA 92821 Bill Bowlus 714-990-7694 20B-39 532 W. First St. #202 Claremont, CA 91711 billb@citvofbrea.net City of Claremont Bollard Footing Installation Project —Saw Sept. 2018 207 Harvard Avenue cutting asphalt, replacing asphalt sections with — Oct. 2018 Claremont, CA 91711 removable concrete bollards. Enrique Villalobos 909-399-5479 evilialobos@ci.claremont.ca.us City of Buena Park City Entry Sign on Beach Boulevard at the July 2018- 6650 Beach Boulevard South City Limit— Clear and grub, sawcut and Sept. 2018 Buena Park, CA 90622 remove curb and gutter, electrical system; Ken Kim pedestal with meter, lighting, conduit, 714-562-3688 conductors, trenching, directional boring, 8" kkim@buenaoark.com curb and gutter, curb and gutter transition, AC slot patch, remove and reconstruct concrete sidewalk, grading, planting, irrigation, sign monument, traffic control. RSCCD Facility Planning Water Conservation Irrigation Controller May 2018 — 2323 North Broadway Upgrade- Investigate existing irrigation, install June 2018 Suite 112 upgraded irrigation. Santa Ana, CA92706 City of Ontario Trail and Concrete Mow Strip Installation — DG, Jan. 2018 — Park and Maintenance Dept concrete mow curb, grading, planting. April 2018 1425 South Bon View Avenue Ontario, CA 91761 Adrian Escamilla 909-395-2635 City of Tustin El Camino Real /Jamboree Road Median Jan. 2018- 300 Centennial Way Modifications and Striping Revisions —Traffic Feb. 2018 Tustin, CA 92780 control, excavation, construct median curb, Krys Saldivar construct PCC mow strip, pavers, AC roadway 714-573-3172 section, type E traffic loops. ksaldivarl2tULtinca.org City of Bellflower SR-91 Eastbound On and Off Ramp at Jan. 2018 — 16600 Civic Center Drive Bellflower Phase 2 Landscape Improvements— March 2018 Bellflower, CA 90706 traffic control, irrigation, planting. Philip Wang 562-804-1424 ext. 2254 P W ang@ bellflower .org City of Orange Katella Avenue Sidewalk Improvements — Dec. 2017 — 300 W. Chapman Avenue clearing and grubbing, traffic control, Jan. 2018 Orange, CA 92866-1591 excavation, construct concrete sidewalk, rl- -1 532 W. First St. #202 Claremont, CA 91711 Randy Nguyen grading, mow curb removal and restoration, 714-744-5531 landscape, irrigation, construct retaining curb, rnguven@citvogorange.org construct commercial driveway, construct sidewalk, full depth AC, relocate backflow, adjust valve box and water meter to grade. City of Santa Ana Edinger Avenue Landscape Improvements Dec. 2017 — Public Works Agency Willits -Sullivan Community Beautification — Feb. 2018 20 Civic Center Plaza Landscaping and irrigation on multiple streets Santa Ana, CA 92701 in the city. Victor So 714-647-5076 yso@santa-a L2M City of Pasadena East Arroyo Neighborhood Connector Trail Jan. 2018— Dept of Public Works Improvements at Central Arroyo —Asphalt Feb. 2018 100 North Garfield Avenue wearing course, planting, site furnishings, Pasadena, CA 91109 hardscape, construct swale, stone wall. Kris Markarian Cahuilla Indian Reservation Softball Field and Access Road —Grading, turf March 2017 Anza, Riverside County, CA installation, irrigation, fencing, site furnishings. —May 2017 Angela Medrano 951-763-5549 angelammedrano@yahoo.com City of Claremont Pooch Park Renovations — Irrigation, DG, site July 2017 — 207 Harvard Avenue furnishings, CMU Wall, landscaping, install Dec. 2017 Claremont, CA 91711 detention system. Carl Dillman 909-399-5431 csneed@ci.claremont.ca.us City of Laguna Niguel Pacific Island Drive Palm Tree Irrigation — March 2017 30111 Crown Valley Parkway concrete, boring, landscape, irrigation. —April 2017 Laguna Niguel, CA 92677 Jerry Sollom 949-362-4349 isollom citvoflagunaniguel.or� City of Claremont College Park Lighting — install new lighting Dec. 2017 — 207 Harvard Avenue system. Dec. 2017 Claremont, CA 91711 Dave Rogers 909-399-5431 Accord Interests, LLC HD Supply Repairs — parking lot renovations. Dec. 2017 — 20B-41 euw"ymmmmome mrun. 532 W. First St. #202 Claremont, CA 91711 11719 Bee Cave Road Dec. 2017 Suite 301 Austin, TX 78738 Tom Santaniello 512-600-1880 tas@accordinterests.com RSCCD Facility Planning Irrigation Controller Upgrades - Investigate March 2017 2323 North Broadway existing irrigation, install upgraded irrigation. —Sept. Suite 112 2017 Santa Ana, CA92706 Joe Melendez 714-480-7531 Melendez ioe@rsccd.edu CALTRANS 08-OR4804 Vegetation Control —Construction Dec. 2016- 1727 30`h Street on state highway in San Bernardino County, in July 2017 Sacramento, CA 95816 Ontario on route 10 from 0.2 mile East of Dave Benson Vineyard Ave. overcrossingto 0.1 mile East of 951-232-6478 Miliken Ave. and in Chino on route 60 from 0.2 David. benson@dot.ca.¢ov mile West of Mountain Ave. undercrossing to Euclid Ave. undercrossing. CALTRANS 09-OR5404 Rock Blanket —Construction on Sept. 2016 1727 30th Street state highway in San Bernardino County in —Jan. 2017 Sacramento, CA 95816 Hesperia and Victorville from 0.2 mile North of Dave Benson Joshua Street overcrossing 0.2 mile North of 951-232-6478 Mojave Drive overcrossing. David.benson@dot.ca.gov City of La Habra La Habra Heights Park Irrigation System June 2016- 1425 N. Hacienda Road Upgrade — Upgrade of existing irrigation August La Habra Heights, CA 90631 system. Installation of new controller, new 2016 Lori Askew remote control valves, new sprinkler heads, lakew@lhhcity.o[g mainline and lateral piping. Morongo Board of Mission Morongo Roundabouts Landscape Oct. 2015— Indians Improvements —Installation of new California Dec. 2016 12700 Pumarra Road native landscape and irrigation, electrical Banning, CA 92220 lighting, underground boring, service Karen Woodard pedestals, concrete hardscape, cobble paving, 951-755-5124 fence, and grading. kwoodard@moroneo-nsn.eov City of Anaheim Little Peoples Park Remodel and Improvements Oct. 2015 — 200 S. Anaheim Boulevard — Demolition of existing concrete walk paths Feb. 2016 Anaheim, CA 92805 and landscape, irrigation, new wrought iron 20 B-42 532 W. First St. #202 Claremont, CA 91711 Blair Fickett fence, natural stone pilasters, brick pavers, 714-765-5166 drinking fountains, lighting, site furnishings. Bfickett@anaheim.net City of Claremont College Park Landscape and Irrigation Oct. 2015- 207 Harvard Avenue Improvements — Baseball field renovations, Jan. 2016 Claremont, CA 91711 irrigation, DG mulch, DG trails, concrete Kristin Mikula walkways, mow curbs and running track. 909-399-5460 kmikula@ci.claremont.ca.us Metro North Hollywood Sustainable Parking April 2015 — 1 Gateway Plaza Demonstration Project — Construction of Sept. 2015 Los Angeles, CA 90012 temporary parking lot and multi -use trail, Awny Malek heavy grading and export, compaction, laser 213-922-6268 grading, landscape and irrigation. TemPark malaka@metro.net installation, drive approaches, fencing, utility coordination and installation. City of Fontana Foothill Blvd. Median Landscape from Cherry March 2014 8353 Sierra Ave Ave to Hemlock Ave — Median work, removal —Aug. 2015 Fontana, CA 92335 and export of soil, grading, boring, irrigation, Christopher Smethurst electrical service pedestals, cobble paving, 909-350-6649 palm tree planting, natural cobble swales. City of Menifee Newport Road Widening —Median work, Oct. 2014 29714 Haun Road removal and export of soil, grading, boring, Jan. 2015 Menifee, CA 92586 irrigation, cobble. Carlos Geronimo 951-639-1368 cgeronlmo@citvofmenifee.us Chaffey School District Ontario High School Quad Modernization — Aug. 2014 — 901 West Francis St. Installation of 6" mainline, irrigation, Dec. 2014 Ontario, CA 91762 landscaping. 909-460-5886 20 B-43 March 12, 2019 Subject: ARAMEXX CONSTRUCTION To Whom It May Concern: This letter is my personal recommendation for Aramexx Construction. The City of Buena Park awarded a contract to Aramexx Construction to construct a City Entry Monument Sign on Beach Boulevard in the City of Buena Park. The project scope consisted of construction of the sign including footing, landscaping, irrigation, electrical system, traffic control, and appurtenances. This company has successfully completed the project in timely manner to the satisfaction of the City in November 2018. Lupe Gallardo, who managed the project for Aramexx Construction, was professional and provided outstanding service to the City. She was responsive, readily available for communication, provided organized paper work, and willing to negotiate on change orders, which attributed to the smooth completion of the project. Sincerely, n rI n Nabil S. Nenein, P.E. Director of Public Wo s/City Engineer 6650 Beach Boulevard I P.O. Box 5009 1 Buena Park, CA 1 90622.5009 1 [7141 562-3500 1 BuenaPark.cam �:ur..il�ir:�arrrtrt,�r:�v�rv����`,6yza;yrr�na.117�i' ,,.�,u� :e1�3a+�«em-rr DEPARTMENT OF TRANSPORTATION DISTRICT' 8 CONSTRUCITON DIVISON (MS1202) 464 WEST' 4TH STREET, 6e1 RDOR SAN BERNARDINO, CA 92401-1400 PHONE (909) 383-4563 PAX (909) 383-6913 TTY (909) 383-6300 October 17, 2018 To Whom It May Concern Making Conservation a California Way of Life. I write this letter of recommendation for Aramexx Construction. I have had the.pleasure of working with Aramexx Construction on two (2) projects for District 8 (Riverside and San Bernardino Counties). One in Victorville on I-15 and another on I-10 In Ontario. The contract work included Rock Blanket, Minor Concrete installations and Irrigation Repairs. On both projects Aramexx Construction performed high quality work and were timely required paperwork. They were eager to partner with the department and sincerely endeavor to provide the best quality work. I have no doubt that Aramexx Construction will perform admirably on all projects on which they are involved. I welcome the opportunity to work with Aramexx Construction on future projects. Sincerely, David Benson Resident Engineer "Frovide a sgfi, saslainable, integrated and efficient transportation system to enhance Califomia's economy and livability" 20B-45 Oro NnA LANDSCAPE ARCHITECTS February 6, 2017 Subject: Aramexx Construction To Whom It May Concern: In my capacity as Consult Project Manager & Landscape Architect for The Morongo Band of Mission Indians, I worked closely with Aramexx Construction on the Morongo Trail / Interstate 10 Roundabout Landscape Improvement Project in early 2016. Aramexx Construction was the successful low bidder and performed construction of the project. Aramexx Construction's work and dedication to the project were a major part of its success and timely completion. Aramexx provided great knowledge of value engineering and constructability methods for this improvement project. With the help and dedication of Aramexx Construction Project Manager Lupe Lainez and Construction Superintendent, Bruce Gallardo, the tribe and Caltrans received a high quality project in a safe and timely manner. Aramexx is a great candidate to perform landscape construction projects for any local agency. Feel free to contact me at (619) 300-2782 if you have any questions. Sincerely, Brett J. Allen Construction Manager / Project Manager / Landscape Architect VDLA —Van Dyke Landscape Architects Landscape Architecture 462 Stevens Avenue, Suite 107, Solana Beach, CA 92075-2042 Planning Tel: 619,294.8484 • Fax: 619.574.0626 • E-mail: admin@vdla.us • Web: www.vdla.us Water Management principals: Mitch Phillippe, ASLA, CA LLA #3781 • Yale Hooper, CID, CILIA Graphic Communications Associates: Ling Chan, ASLA, CA LLA #5435, LEED AP _ 20 B-47 m o \2/0 0 \ \ \j i/,§E!! ) / � \ - E ;, )0Z ; C. \( :|,E■ \[ }/\\ k�\) | S ` «• E0 !246 :, r! :[,I{{]I !` I !| !! \ ) E2})k} ) /� \ ® | ,�` ;L 0 !, -{ lkiei// !,» ,® ;! ! , {§! { } \j\}ki/ |; k/!}, \ \ \ ■/ { /||!!!!! \\ , 1 !!) Mmi e Yam_/__ !|\ p� O 9 O G a K LL m O O LL O O L L S C G k i LL LL � W > h W a m S G W �afr" N 2 R c -E� C 0& D pp� m y W F WF N 2 R E C C 3 R m ano R0u i. WvEp m a- E a 3 S W (J 5 � Em, ry E.`�Ex a. oi+ do= mo g m N t ri a d d£ N n o H a a z 0 N W « d q a c c W R `o W c a N E o m° 1 m 2 E o c £ W m u w m` 00 W E� o�C N N O N 0 C D V J2 w- W - C 3 02, N m D Wo cng Il V LL Eat mx 3� c L) c N N vc 02o�o �5ry� �miu E� Q C R W d WC C °wE�V d�V C ma ap•v$���U �Wi 4C_T W CDO O Y TtCV y L R n L yWy T 'y W U Fc pm, s W y�, y O W IIjfL 3 o �' 3� T #� E x n C °' I .2 °> C "� O rj m -N W &"io �°�^',�°�^ «om dvm Saon a Wcle =um- cn£_£y tea= m uo.m 5'm ter cT)__Y Iv - M m �0 E G o o R n V cc 3 £ W N m 'w O o m rv- ` r v .q w O m 3 n O .2 N VC y 8 E v !E x'o C 0 a m ✓ a yp j O �' W u $ NN O roc c E o m 'e x .Y m T 0 k y } 5 O 'C m � III �J�qO rl- -• mr, Id r o mw gaga o$Q;o RR O iE n„'E EOx �Ka_F `i8 'S 2E2 as as ,E a553� >gS$m is E E$H I 20B-51 20B-52 Exhibit 5 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 17-6802 LINCOLN AVENUE PEDESTRIAN PATHWAY FROM PARK LANE TO SANTIAGO CREEK [ATPL-5063(177)] This CONSTRUCTION CONTRACT is made and entered into this 3rd day of December, 2019 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and Aramexx Construction (hereinafter "CONTRACTOR"), WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Lincoln Avenue Pedestrian Pathway from Park Lane to Santiago Creek Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed One Million Nine Hundred Nine Dollars and Fifty Cents ($1,000,909.50), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A", line items 1-55. The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. fry uwuvzon Page I of 3 20B-53 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. The CONTRACTOR wil I pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA maybe found on the City'swebsite at: http*/Iwww santa-ana org/12wa/documcnts/CW A,pdff CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance, For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 20B-54 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By JFUNK A sistant City Attorney RECOMMENDED FOR APPROVAL: FUAD SWEISS, PE, PLS Executive Director Public Works Agency CIT1OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: A m a onstr c, NAME:SALIM SAVIOUR TITLE: PRESIDENT Page 3 of 3 20B-55 City of Santa Ana Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Bid Results Bidder Details Vendor Name Aramexs Construction Address 532 W First St Unit 202 Claremont, CA 91711 United States Respondee Salim Samour Respondee Title President Phone 909-746-8066 Ext. Email info@aramexxgroupinc.com Vendor Type License # CA DIR Bid Detail Bid Format Electronic Submitted October 22, 2019 1:38:10 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation # 193440 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name Proposal - Santa Ana Proposal - Santa ana.pdf Ownership Aff Ownership Aff.pdf Bid Bond Bid Bond.pdf Non -Collusion NonCollusion Aff.pdf Line Items Type Item Code Base Bid Items 1 Remove Chain -Link Fence I Gate 2 Remove Sign UOM Qty LF 85 EA 2 3 Remove Tree EA 1 Unit Price $10.00 $400.00 $1,200.00 Page 1 Printed 10/25/2019 EXHIBIT A File Type General Farms Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addition Non -Collusion Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Line Total Comment $850.00 $800.00 $1,200.00 I20&; 66 City of Santa Ana Page 2 Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Printed 10/25/2019 Bid Results EXHIBIT A Type Item Code UOM Qty Unit Price Line Total Comment 4 Clearing and Grubbing LS 1 $37,000.00 $37,000.00 5 Remove Ballard EA 2 $300.00 $600.00 6 Adjust Water Valve Box to Grade EA 2 $450.00 $900.00 7 Adjust Survey Monument Box to Grade EA 1 $1,200.00 $1,200.00 8 Adjust Sanitary Sewer Manhole Lid to Grade EA 2 $1,000.00 $2,000.00 9 Relocate Gas Line Warning Past EA 3 $600.00 $1,800.00 10 Remove / Abandon Conflicting Irrigation System LS 1 $5,000.00 $5,000.00 11 Remove K-Rail EA 3 $1,000.00 $3,000.00 12 Remove Vehicular Metal - Beam Guardrail and Posts LF 30 $50.00 $1,500.00 13 Relocate Landscape Boulders LS 1 $1,000.00 $1,000.00 14 Remove Residential Screen Wall (Includes Gates and Fencing) LF 60 $20.00 $1,200.00 15 Fine Grading SF 30550 $0.25 $7,637.50 16 Unclassified Excavation and Fill with Excavated Material CY 713 $60.00 $42,780.00 17 Unclassified Excavation and Export of Excavated Material CY 790 $105.00 $82,950.00 18 Construct Decomposed Granite Pathway with Organic Binder (Includes Aggregate Base) SF 9565 $6.00 $57,390.00 19 Construct Decomposed Granite Pavement Concrete Header (Includes Aggregate Base) LF 730 $19.00 $13,870.00 ,20IR 67 City of Santa Ana Page 3 Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Printed 10/25/2019 Bid Results EXHIBIT A Type Item Code UOM Qty Unit Price Line Total Comment 20 Construct Colored Concrete Pavement (Includes Aggregate Base) SF 780 $12.00 $9,360.00 21 Construct Asphalt Concrete Pavement (Includes Aggregate Base) SF 151 $10.00 $1,510.00 22 Construct Concrete Curb (Includes Aggregate Base) LF 75 $50.00 $3,750.00 23 Construct Concrete Curb and Gutter (Includes Aggregate Base) LF 870 $40.00 $34,800.00 24 Construct Concrete Gross Gutter SF 85 $21.00 $1,785.00 25 Construst Concrete Retaining Curb LF 371 $41.00 $15,211.00 26 Install Detectable Warning Surface SF 45 $38.00 $1,710.00 27 Construct Reinforced Concrete Pavement with Integral Curb / Wall (Pavement Portion w/ Base) SF 930 $19.00 $17,670.00 28 Construct Reinforced Concrete Pavement with Integral Curb / Wall (Curb and Gutter Portion w/ Base) LF 106 $54.00 $5,724.00 29 Construct Reinforced Concrete Pavement with Integral Curb / Wall (Low Wall Portion w/ Base) LF 103 $255.00 $26,265.00 30 Install 6' Tall R/W Welded Wire Mesh Fence LF 950 $80.00 $76,000.00 31 Install 6' Tall Modular Dual Panel Fence (Vine Planting Not Included) LF 890 $110.00 $97,900.00 32 Paint Residential Screen Walls LF 935 $27.00 $25,245.00 33 Construct 4" CMU Block Wall LF 60 $200.00 $12,000.00 34 Install Entry Signage EA 1 $21,000.00 $21,000.00 35 Install Roadway / SCRRA Sign EA 3 $700.00 $2,100.00 City of Santa Ana Page 4 Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Printed 10/25/2019 Bid Results EXHIBIT A Type Item Code UOM Qty Unit Price Line Total Comment 36 Install Park Sign EA 1 $7,000.00 $7,000.00 37 Install Fold Down Bollard EA 2 $3,000.00 $6,000.00 38 Construct Grouted Rip -Rap Apron SF 8 $1,200.00 $9,600.00 39 Construct Concrete Drainage Channel EA 1 $7,000.00 $7,000.00 40 Construct 3" to 8" River Rack Drainage Swale SF 240 $18.00 $4,320.00 41 Construct Straight Concrete Headwall EA 1 $5,000.00 $5,000.00 42 Construct Flared Concrete Headwall EA 1 $5,000.00 $5,000.00 43 Install 6" Diameter Dual Wall HOPE Pipe LF 16 $200.00 $3,200.00 44 Install 12" Deep Imparted Class A Topsoil SF 9850 $3.00 $29,550.00 45 Install Light Fixture, Pole, and Foundation EA 10 $9,000.00 $90,000.00 46 Install Electrical Conduit Including Wires LF 1000 $31.00 $31,000.00 47 Install Grounding Rod Well EA 1 $616.00 $616.00 48 Install Meter Pedestal, Panelboard, and Utility Service LS 1 $6,000.00 $6,000.00 49 Install Pull Box EA 10 $500.00 $5,000.00 50 Orange County Conservation Corps (OCCC) Planting LS 1 $3,416.00 $3,416.00 51 Irrigation System LS 1 $100,000.00 $100,000.00 20IR 69 City of Santa Ana Lincoln Pedestrian Pathway ATPL-5063(177) (17-6802), bidding on October 22, 2019 2:00 PM (Pacific) Bid Results Type Item Code UOM City Unit Price 52 Landscaping** LS 1 $40,000.00 53 Labor Agreement Oversight LS Add Alternative Bid One - NOT part of Base Bid Calculation 54 Install North End Single Leaf Swing Gate and Fencing 1 LS 1 55 Install South End Double Leaf Swing Gate and Fencing LS 1 56 Install 8' Tall Modular Dual Panel Fence (Vine Planting Not Included) $10,000.00 Subtotal $10,000.00 $13,500.00 Page 5 Printed 10/25/2019 EXHIBIT A Line Total Comment $40,000.00 $10,000.00 $977,409.59 $10,000.00 $13,500.00 LF 890 $156.00 $138,840.00 Subtotal $162,340.00 Base Bid Asterisk Notes per P-4 of Specifications - NOT part of Base Bid Calculation 57 = The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. ea 0 0 0 58 = 1-gallon and 5-gallon planting shall be performed by OCCC. For the landscaping bid item, only the price to furnish the materials for the installation of the 1-gallon and 5-gallon planting shall be included. The labor for the OCCC installation work for 1 and 5-gallon plants is included in Bid Item 50. ea 0 0 0 59 t - This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. ea 0 0 0 Subtotal 0 Total $1,139,749.50 CITY• OF SANTA ANA PROPOSAL PROJECT NO.: 17-6802 LINCOLN AVE. PEDESTRIAN PATHWAY PARK LN. TO SANTIAGO CIEI XHI BIT A ATPL-5063(177) The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. ** 1-gallon and 5-gallon planting shall be performed by OCCC. For the landscaping bid item, only the price to furnish the materials for the installation of the I -gallon and 5-gallon planting shall be included. The labor for the OCCC installation work for 1- and 5-gallon plants is included in Bid Item 50. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within one -hundred (100) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $1,500 per calendar day. Name of Firm Aramexx Group Signature of BIDDER Salim Samour - Pres Title - Manager (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-5 of P-19 20B-61 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE APPROVE APPROPRIATION ADJUSTMENT FOR FY2019 HOMELAND SECURITY GRANT PROGRAM FUNDING IN THE AMOUNT OF $4,850,000 {STRATEGIC PLAN NO.1.2, 6} /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO RECOMMENDED ACTION Approve an Appropriation Adjustment recognizing $4,850,000 in the Fiscal Year 2019 Urban Area Security Initiative revenue account (no. 12514002-52001) and appropriate same to expenditures accounts (nos.12514407 — various). DISCUSSION The United States Department of Homeland Security (DHS) developed the Urban Areas Security Initiative funding program (UASI), which provides funds to local emergency first responders to enhance security and overall preparedness to prevent, respond to, and recover from acts of terrorism. The grant specifically provides funding for anti -terror equipment, planning, training, exercises and technical assistance. In Fiscal Year (FY) 2006 the United States Department of Homeland Security (DHS) combined the Anaheim UASI and the Santa Ana UASI into a single Urban Area. The City of Santa Ana will continue to be designated as an Urban Area Core City and will share grant administrative responsibilities with the City of Anaheim. The City of Santa Ana Police Department has worked with the City of Anaheim, the County of Orange, and cities within the Anaheim/Santa Ana Urban Area to determine current capabilities and needs, and have established goals and objectives for the Anaheim/Santa Ana Urban Area. The Police Department will work in collaboration with the City of Anaheim to develop projects and implement complimentary strategies for responding to acts of terrorism. In addition to new projects, much of the grant award is allocated to sustainment projects, personnel cost, and training and exercises. Total funding for the UASI Grant Program is established through an Appropriation Act set forth by Congress. Award amounts for each Urban Area are determined using a methodology assessing relative risk of terrorism, in accordance with the 9/11 Act. Over the years, Congress has steadily decreased the amount of funding allocated to DHS and subsequently the UASI Grant Program. As a result, the total number of Urban Areas and the award amounts have been greatly reduced. Santa 20C-1 Homeland Security Grant Program December 3, 2019 Page 2 Ana's UASI award amount has steadily decreased from a high of $25,254,334 in 2004 to the current award amount of $4,850,000 for FY2019. For the FY2019 UASI grant program the City of Santa Ana will be awarded funding in the amount of $4,850,000 of which, $715,000 is obligated to the Orange County Intelligence Assessment Center. The OCIAC is a coordinated intelligence and information - sharing environment that focuses on terrorism -related activity occurring in Orange County. The OCIAC operates in support of the State's Threat Assessment System, to include the other four Regional Threat Assessment Centers, and in collaboration with partners from all levels of government and the private sector. On January 15, 2019, the City Council adopted a resolution authorizing the City Manager and the Chief of Police to enter into an agreement with the State of California, Governor's Office of Emergency Services (Cal OES) for the 2019 Urban Areas Security Initiative (UASI) funding program. In addition, the City Council directed the City Attorney to prepare and authorized the Chief of Police to enter into reimbursement agreements for all grant related program and project activities, to include planning, organization, equipment, training, exercise, and management and administration costs, with the County of Orange or any of the cities located in the designated Anaheim/Santa Ana Urban Area. The Police Department has now received the official award letter, and requests approval of the appropriation adjustment to allocate program funding. The FY 2019 grant will cover the period of September 1, 2019 through May 31, 2022. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objectives #2 (Broaden communications, information sharing and community awareness of public safety activities) and Objective #6 (Enhance public safety integration, communications, and community outreach). FISCAL IMPACT An Appropriation Adjustment will be submitted following the notice of award for the FY 2019 Urban Areas Security Initiative from Cal OES: revenue account (no. 12514002-52001) and expenditure accounts (nos. 12514407-various). Funds will be budgeted by fiscal year as follows: FY 2019-20 $10,000 FY 2020-21 $3,356,000 FY 2021-22 $1,484,000 Total $4,850,000 David Valentin Chief of Police Santa Ana Police Department /_1»061TA: I.FT" rU7111►19 WTI►LLItKK.111►11691 Kathryn Downs, CPA Executive Director Finance and Management Services Agency 20Ci-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: AMEND PURCHASE ORDER WITH TRANSWEST TRUCK CENTER, LLC, FOR TWO STAKE BED DUMP TRUCKS IN THE AMOUNT OF $172,072 (SPECIFICATION NO. 19-041) {STRATEGIC PLAN NO. 6,21 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 st Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Amend the contract with Transwest Truck Center, LLC, for the procurement of two additional stake bed dump trucks in the amount of $162,072, plus a contingency of $10,000, for a total amount not to exceed $172,072, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency, Fleet Services Division (Fleet Division) is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency, Maintenance Services Division is in need of two additional stake bed dump trucks (vehicles) to replace the existing aging fleet of work trucks. The vehicles are utilized daily to move heavy equipment, tree trunks, debris and rubbish removal. More recently, the vehicles have been crucial in responding to homeless -related requests for services in locations with challenging terrain. In addition, the vehicles are vital when deployed as part of the City's response to storm and/or related flooding. Due to their heavy use and age, the trucks on -hand are now unreliable, constantly breaking down, and require costly repairs. On June 4, 2019, City Council awarded a purchase order to Transwest Truck Center, LLC, for the purchase of two stake bed dump trucks. Four Santa Ana vendors were notified in the original Invitation for Bid, and 22 vendors downloaded the bid packet. Ultimately, the City only received one bid from Transwest Truck Center, LLC. Prior to delivery of the original order, the City amended the vehicle specifications to remove the Liquid Propane Gas requirement, thus lowering the cost. Transwest Truck Center, LLC, has agreed to honor the amended specifications and pricing for the two additional stake bed dump trucks. The purchase price of $162,072 for both trucks represents the best value to the City. To allow for unanticipated commodity surcharges due to the volatility of the existing metals market, a $10,000 contingency has been included in the award amount. 22A-1 Contract Amendment for two Stake Bed Dump Trucks December 3, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT The total cost for the purchase two stake bed dump trucks is $172,072. Funds in the amount of $172,072 are available for expenditure in the FY 2019-20 as follows: Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account # Description FY 2019-20 Public Works -Environment/ Nov - June 06817640-66400 Sanitation Fund Sanitation, Machinery & $172,072 Equipment TOTAL CONTRACT AMENDMENT: $172,072 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/TC/GL/SM 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE AMEND THE CONTRACTS FOR ELECTRICAL REPAIRS AND REHABILITATION SERVICES FOR CITY WATER FACILITIES, INCREASING THE ANNUAL AGREEMENT AMOUNT BY $300,000, FOR A TOTAL REVISED ANNUAL AGGREGATE AMOUNT NOT TO EXCEED $900,000 (NON -GENERAL FUND) (SPECIFICATION NO. 17-007) {STRATEGIC PLAN NO. 6,11 /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ rK•�rnutn�.ic. FILE NUMBER RECOMMENDED ACTION Amend the contracts for electrical repair and rehabilitation services for City water facilities to increase the annual agreement amount by an additional $300,000, for a revised annual aggregate amount not to exceed $900,000, for the remainder of the contract and the two one-year renewal options, if exercised, subject to non -substantive changes approved by the City Manager and City Attorney with the following vendors: Vendor Location Inter -Pacific, Inc. Tustin Leed Electric, Inc. Santa Fe Springs M. Brey Electric, Inc. Beaumont DISCUSSION On March 7, 2017, at the conclusion of a competitive bid process, the City entered into two-year aggregate agreements with Inter -Pacific, Inc., Leed Electric, Inc., and M. Brey Electric, Inc., with provisions for three one-year renewal options, to provide electrical repair and rehabilitation services for water facilities. The original contracts were awarded in an annual aggregate amount not to exceed $600,000 and the first renewal option has been exercised. The Public Works Agency Water Resources Division operates and maintains 7 Metropolitan Water District connections, 21 groundwater wells, 7 pump stations, and 4 pressure -regulating stations. The water facilities require operational electric motors and controls to maintain a smooth running system capable of meeting the community's water demands. Staff has been upgrading the existing electric systems, some of which date back to the 1950s and 1960s, with new electric switch gears, motor control centers (MCC), variable frequency drives (VFD), and programmable logic controllers (PLC). These devices monitor and control the pumps and motors that produce the City's drinking water. Upgrading to new energy efficient equipment reduces the amount of electricity the City uses to power the water system pumps and motors. Rehabilitating and repairing aging pump and well 22B-1 Amend Contracts for Electrical Repair and Rehabilitation Services December 3, 2019 Page 2 electrical components with new VFDs, MCCs, and PLCs will improve the water system operation, overall system reliability, and energy efficiency. Staff recommends amending the existing contracts with Inter -Pacific, Inc., Leed Electric, Inc., and M. Brey Electric, Inc., to enable installation of water facility improvements. The pressing improvements for this contract include electrical repairs and replacement of the Motor Contract Center (MCC) at Well No. 24 (1800 W. 22nd Street). Additional improvements include, but are not limited to, MCC and Variable Frequency Drive replacements at Well No. 28 (730 E. Memory Lane). 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds for the first contract renewal option are budgeted and available for expenditure in Water Utility Water Production & Supply, Contract Services -Professional account (No. 06017640-62300) in Fiscal Year 2019-20. If the remaining renewal options are exercised, funds will be budgeted for future years as follows: Fiscal Year Accounting Unit- Fund Accounting Unit, Account Amount Account # Description Descri tion Ori inal Contract (1 st Renewal O tion) Water Utility Water FY 2019-20 06017640-62300 Water Production & Supply, $600,000 July - June Contract Services - Professional Re uested Amendment Water Utility Water FY 2019-20 06017640-62300 Water Production & Supply, $300,000 Dec. -June Contract Services- Professional TOTAL EXPENDITURES — FY 2019-20 $900,000 22B-2 Amend Contracts for Electrical Repair and Rehabilitation Services December 3, 2019 Page 3 Fiscal Year Accounting Unit- Fund Accounting Unit, Account Amount Account # I Description Descri tion Remaining Renewal Options (Including $300,000 amendment) Water Utility Water FY 2020-21 06017640-62300 Water Production & Supply, $900,000 July - June Contract Services - Professional Water Utility Water FY 2021-22 06017640-62300 Water Production & Supply, $900,000 July - June Contract Services - Professional 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/NS/RR/KL 22B-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: AWARD A PURCHASE ORDER FOR AN AMOUNT NOT TO EXCEED $101,007 TO GUARANTY CHEVROLET MOTORS INC. FOR FOUR CHEVROLET EQUINOX (GENERAL FUND) (SPECIFICATION NO. 19-084) {STRATEGIC PLAN NO. 6,21 CLERK OF COUNCIL USE ONLY: F-ITUNT1067iirs, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ ,K•�►nl►tri�.ic•� /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Guaranty Chevrolet Motors Inc., for four Chevrolet Equinox vehicles for an amount not to exceed $101,007, to be funded by the General Fund, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency, Fleet Services Division (Fleet Division) is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. As a result of the analysis conducted by the Fleet Division, Finance and Management Services Agency - Treasury and Customer Service Division - Tax and Licensing Section (Section) is in need of three replacement vehicles (Chevrolet Equinox) to their existing fleet. The last vehicles purchased for the Section were purchased in 1997, which have since been replaced with loaned sedans requiring excessive maintenance repairs. Due to the extensive use and age of these vehicles, they have proved to be unreliable and expensive to provide ongoing maintenance and repair. Additionally, the Public Works Agency as an addition to its existing fleet, is in need of one Chevrolet Equinox for its City's Urban Stormwater/National Pollutant Discharge Elimination System (NPDES) manager. To effectively carry out his duties which include managing the City's illicit connection/ illegal discharges program, water quality management program, municipal inspection program, storm drain facility inspection/cleaning program, and other related programs, the NPDES manager requires a dedicated City vehicle. Replacement of 3 vehicles and addition of 1 vehicle to this fleet will result in newer and more reliable equipment that will assist to accomplish Finance and Public Works objectives. 22C-1 Award Purchase Order for Chevrolet Equinox December 3, 2019 Page 2 The Notice Inviting Bids was advertised on September 4, 2019, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 292 Vendors were notified 4 Santa Ana vendors were notified 8 Vendors downloaded the bid packet 5 Bids received 1 Bid received from Santa Ana vendors The Purchasing Division advertised the project on the City's online bid management and publication system which directly notified four Santa Ana vendors. One of the Santa Ana vendors submitted bid packets for consideration. The bid was opened on September 19, 2019, and evaluated (Exhibit 1). The bid submitted from Guaranty Chevrolet Motors Inc. is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (Address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds are budgeted and available in the following accounts for the following fiscal year: Fiscal Accounting Fund Description Accounting Unit, Amount Year Unit -Account # Account Description 01110130- Finance Management FY 19-20 General Fund Services — Treasury $75,755 66400 Customer Services 05717640- Federal Clean Water Federal Clean Water FY 19-20 66400 Protection Enterprise Protection Enterprise — $25,252 Public Works Agency) Machinery & Equipment Total $101,007 Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Exhibit: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 22Ci-2 I4:/:I1-1ha ABSTRACT OF BIDS CHEVROLET EQUINOX Courtesy Chevrolet Center San Diego, CA Folsom Chevrolet Folsom, CA Guaranty Chevrolet Motors Inc' Santa Ana, CA Penske Chevrolet of Cerritos Winner Cerritos, CA Chevrolet, Inc Elk Grove, CA Total Price pervehicle $25,057.26 $26,311.64 $25,251.45 $26,610.12 $26,021.18 1% Local Vendor Preference N/A N/A $252.51 N/A N/A Final Bid Amount as Determined by Basis of Award $25,057.26 $26,311.64 $24,998.93 $26,610.12 $26,021.18 'Includes 1% Local Vendor Preference EXHIBIT 1 22C-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: CONTRACTS AWARD FOR OFFICE FURNITURE, INSTALLATION AND RELATED SERVICES IN THE AMOUNT OF $1,213,740 (GENERAL FUND) (SPECIFICATION NO. 19-114) {STRATEGIC PLAN NO. 7,5) 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 /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award contracts for the purchase of office furniture, installation and related services for various citywide furniture projects beginning December 3, 2019 and expiring upon completion of the identified projects, in a total aggregate amount between the five selected vendors for a not to exceed amount of $1,103,400 plus a 10 percent contingency for a new total aggregate amount of $1,213,740, subject to non -substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location Culver -Newlin Corona GM Business Interiors Riverside Interior Office Solutions Irvine Pivot Interiors Costa Mesa Yamada Enterprises Huntington Beach DISCUSSION In order to maintain a high -quality work environment, the City of Santa Ana purchases various office furniture; items include desks, modular workstations, conference room tables, seating, storage cabinets and filing systems. In addition to furniture, professional services such as space planning, reconfiguration, project management and installation services are also required. As departments hire additional staff and seek more efficiencies, the need to purchase additional office furniture while recognizing better space utilization is needed. Currently, various departments have identified several office furniture projects for Fiscal Year (FY) 2019-20: Public Works Agency To accommodate additional approved staff, the Public Works Agency Water Resources Division is requesting a complete renovation to reconfigure the second floor Water Administration Engineering area along with the redesign of the Production Control Room at the City Yard Administration Building. As a result, movement of staff in other departments will be impacted. 22D-1 Award Purchase Order for Office Furniture, Installation and related services December 3, 2019 Page 3 Parks, Recreation, and Community Services Agency & Information Technology Department The Parks and Recreation staff located at the City Yard Admin Building will re -join staff at City Hall second floor. This move will impact the Information Technology Department (ITD) staff which is also located in some of the same area of City Hall. ITD is evaluating a consolidation of its staff to one area and adopting an open workspace concept of the second floor which will require space planning and additional furniture. In turn the Parks, Recreation, Community Services Agency, sharing some of the same space on the second floor of City Hall, will need to evaluate the use of its square footage to accommodate additional staff with new workstations. The added staff and re- organization of office space operational efficiencies are hoped to be achieved. Clerk of the Council & City Manager's Office The Clerk of the Council and the City Manager's Office is requesting to replace outdated furniture that has been in use for over 20 years. The request includes a reconfiguration of seven workstations in the Clerk's Office including the public counter front office area and, nine workstations for the City Manager's administrative staff. City Attorney's Office The City Attorney's Office is requesting to replace office furniture that is over 25 years old. The new furniture will be ADA compliant and updates will also be done to the City Attorney's conference room. Planning and Building Agency The Planning and Building Agency requires the modification of two workstations into four to also accommodate incoming staff. Police Department To facilitate a more efficient Emergency Operations Center (EOC) over in the Police Department, staff has requested a reconfiguration of the EOC and replacement of seating throughout the Police Department. Library Department Finally, for January 2020 the Newhope Library is expanding its hours and becoming a full service library. A refresh of the library is planned along with the renovation and remodel of the Youth Learning Center area of the library in order to provide more usable space for youth and teen activities. Finance and Management Services AgencV In line with the projects identified herein, the Central Services Division of the Finance Management & Services Agency anticipates a relocation within the next year. Due to a flooding that took place in the basement of City Hall in the fall 2018, the Division and its services have been displaced and moved to a temporary location on the second floor. Once a permanent location has been identified, budgeted funds will be transferred and the Division anticipates usage under this contract. The Central Services Divisions requests to be included under the contingency for future use. In addition, due to the flooding a reconfiguration of the basement will need to be completed to accommodate new uses. 22D-2 Award Purchase Order for Office Furniture, Installation and related services December 3, 2019 Page 4 With the vast need for furniture and related services throughout the City, the City is seeking to establish an office furniture contract, whereby, City departments are able to meet the needs of its operations and customers. To provide the widest selection and to address varying projects with regard to scheduling, staff recommends awarding contracts with the five office and library furniture vendors identified. Santa Ana Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process meeting the City's requirements. The San Bernardino County Superintendent of Schools contract with Culver -Newlin for furniture systems and the County of Orange's multi -award contract with GM Business Interiors, Interior Office Solutions and Pivot Interiors for office furniture, installation and related services have been awarded as a result of open, competitive bidding and meets the City's requirement. Additionally, the San Bernardino County's contract with Yamada Enterprises for library specific furniture has also been awarded as a result of open, competitive bidding and meets the City's requirement. Office furniture purchases identified under this contract are as follows: # of Approx. age City Department - Office Furniture Project workstations of furniture being impacted replaced Amount City Manager's Office/8th Floor City Hall — Replace workstations for 9 30+ yrs old $50,000 administrative staff to meet current ergonomic standards. Clerk of the Council /8th Floor City Hall - Replace furniture that has been in service over 20 years. Reconfigure 7 workstations and public 7 20+ yrs old $120,000 counter area. City Attorney's Office /7th Floor City Hall - Replace furniture that 12 25+yrs old $75,000 has been in service over 20 years. Information Technology Department/ 2nd Floor City Hall - Relocate%onsolidate offices on 20d floor. Items needed include: desk, 26 10+ yrs old $70,000 conference tables, chairs, cubicles, cabinets Library — Newhope Library - Convert Newhope Center into full 22 - 43 yrs service library. Items needed include: desks, bookcases, seating, 13 old $100,000 tables and workstations Parks, Rec. Community Services Agency — 2nd Floor City Hall - Reorganization of the second floor. PRCSA will possibly obtain 10 n/a $200,000 additional square footage in other areas of the second floor for PRCSA offices to accommodate additional staff. Planning and Building - Workstations (desk/overhead bin/pedestal 4 n/a $15,000 cabinet). Converting two office into four workstations. Police Department - Chairs for Dispatch Center $8,400 Chairs Roll Call Room 322 officers 21 yrs old $25,000 Police Department EOC and A8f09 Task Force reconfiguration $80,000 Metropolitan Division reconfiguration $35 000 Public Works Agency - Street Maintenance/ City Yard Admin Building - Additional Cubicle in one office, reconfiguration of one 3 25 yrs old $25,000 workspace fora possibility of 2 cubicles. Public Works Agency— Water Recourses / City Yard Admin Building - Production Control Room: 23 15 yrs old $250,000 Redesign Control Room to accommodate additional workstations. Water Administration Engineering (2d Floor): 22D-3 Award Purchase Order for Office Furniture, Installation and related services December 3, 2019 Page 5 Redesign Admin Engineering Areas layout and install new workstations to accommodate current staffing levels Public Works Agency— Reconfiguration of basement due to flooding that occurred in 2018. (Liability and Insurance Fund) 6 n/a $50,000 SUBTOTAL $1,103,400 10% CONTINGENCY $110,340 TOTAL $1,213,740 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). FISCAL IMPACT Funds in the amount of $1,213,740 will be available for FY 2019-20 as follows: Fiscal Year Accounting Unit- Fund Account Unit, Account Amount Account# Description Description FY 2019-20 01103010-62300 General City Manager $50,000 Fund FY 2019-20 01107031-62300 General Fund Clerk of the Council - Admin $120,000 FY 2019-20 01108032-62300 General Fund City Attorney's Office $75,000 FY 2019-20 10920146-62300 Information Administration & Projects $70,000 Technology FY 2019-20 01113230-63001 General PRCSA— Recreation & Comm. $100,000 Fund Svc FY 2019-20 01113250-62320 General PRCSA— Park Facilities $200,000 Fund FY 2019-20 01116500-62300 General Planning & Building Agency - $15,000 Fund Administration 01114450-63001 General CDC $33,400 FY 2019-20 01114420-62300 Fund Field Operations $80,000 01114440-62300 Crimes Against Persons $35,000 FY 2019-20 06817641-63001 Sanitation Pub Works— Roadway Cleaning $25,000 Fund FY 2019-20 06017640-63001 Water Water Utility Water Prod & Supply $50,000 06017645-63001 Water Admin/Engineering $200,000 FY 2019-20 08009051-62302 Risk Liability and Property Insurance $50,000 Management Fund 10% Contingency $110,340 Total $1,213,740 22D-4 Award Purchase Order for Office Furniture, Installation and related services December 3, 2019 Page 6 David Valentin Chief of Police Santa Ana Police Department Jack Ciulla Chief Technology Innovations Officer Information Technology Minh Thai Executive Director Planning and Building Agency Steven V. Pham Executive Director Human Resources Kristine Ridge City Manager Sonia Carvalho City Attorney's Office APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Yolanda Moreno Interim Library Director Santa Ana Public Library Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Lisa Rudloff Executive Director Public Works Agency Daisy Gomez Clerk of the Council 22D-5 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE APPROVE AN AGREEMENT AMENDMENT WITH WEST COAST ARBORIST, INC. FOR TREE MAINTENANCE SERVICES FOR CITY PARKS THAT WILL INCREASE THE ANNUAL AGREEMENT AMOUNT BY $250,000 PER YEAR FOR THE CURRENT RENEWAL PERIOD ENDING ON JUNE 30, 2021 FOR A TOTAL ANNUAL AGREEMENT AMOUNT OF $1,540,767.60 WITH THE ADDITIONAL AMOUNT TO BE FUNDED BY THE GENERAL FUND AND CIVIC CENTER FUND {STRATEGIC PLAN NO. 6, 1B} /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2otl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute an agreement amendment with West Coast Arborist, Inc. for tree maintenance services for city parks to increase the annual agreement amount by $250,000 per year for the current renewal period ending on June 30, 2021. The new total annual agreement amount will be $1,540,767.60 with the additional amount to be funded by the General Fund and Civic Center Fund, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION For the 2019-2020 fiscal year, the City Council adopted a budget that appropriated additional funds for park maintenance. The Parks, Recreation, and Community Services Agency (PRCSA) is allocating some of the additional money towards tree maintenance and therefore an amendment is required to increase the contract authority with West Coast Arborist. The PRCSA is proposing to amend the agreement (Exhibit 1) to increase the annual amount by $250,000 used to provide additional tree maintenance services at City Parks. On July 7, 2015, the City Council authorized the award of a two-year agreement to West Coast Arborists, Inc. for tree maintenance services in the City. The agreement included scheduled tree trimming of street trees as well as on -call tree maintenance services at city parks and the civic center campus for an annual amount of $1,082,516. The agreement included two, two-year renewal options, in which the City is currently in its first year of the second renewal period. 25A-1 Agreement Amendment with West Coast Arborists, Inc. December 3, 2019 Page 2 On October 2, 2018, the City Council authorized an amendment to the agreement increasing the annual amount by $248,251.60. The increase included a one-time adjustment of $140,000 for the (PRCSA) and an annual adjustment of a 10 percent contingency ($108,251.60) for the Public Works Agency (PWA). The amendment enabled PRCSA to remove dead trees and stumps at Centennial, Bomo Koral, Santa Anita, Adams, Portola, and Riverview Parks, Santa Ana Zoo, and the Civic Center. On February 19, 2019, the City Council authorized an amendment to the agreement increasing the annual amount by $348,535. The increase included a one-time adjustment of $248,535 for the PRCSA and an annual adjustment of $100,000 for the PWA. The amendment enabled PRCSA to remove dead trees and stumps at Birch, Centennial, Fisher, Sandpointe, Santiago, Windsor and Memorial parks and the Santa Ana Zoo. Additionally, the City of Santa Ana settled a lawsuit where the City agreed to remove 82 trees along the North Paseo in the Sandpointe Neighborhood. Lastly, the PWA had an increase to allow adequate funding for unforeseen circumstances such as emergency removals, wind and rainstorm service efforts, and to address plant health care management for insect infestations and mature tree survival. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City 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). FISCAL IMPACT Funds are available in the following accounts for the current fiscal year and will be budgeted and made available for the following fiscal year: Fiscal Accounting Fund Accounting Unit Amount Year Unit -Account # Description Account Description 01113250- PRCSA-Park Facilities, FY 19-20 General Fund Maintenance & Repair, Bldg. & $200,000 62320 Grounds FY 19-20 01113220- General Fund PRCSA-Zoo, $30,000 62300 Contractual Services -Professional 07413250- Civic Center Maintenance, FY 19-20 62320 Civic Center Maintenance & Repair, Bldg. & $20,000 Grounds FY 19-20 Total $250,000 01113250- PRCSA-Park Facilities, FY 20-21 62320 General Fund Maintenance & Repair, Bldg. & $200,000 Grounds FY 20-21 01113220- General Fund PRCSA-Zoo, $30,000 62300 Contractual Services -Professional 07413250- Civic Center Maintenance, FY 20-21 Civic Center Maintenance & Repair, Bldg. & $20,000 62320 Grounds FY 20-21 Total $250,000 25A-2 Agreement Amendment with West Coast Arborists, Inc. December 3, 2019 Page 3 Lisa Rudloff Executive Director Parks, Recreation and Community Services Agency Exhibit: 1. Agreement Amendment APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25A-3 THIRD AMENDMENT TO AGREEMENT WITH WEST COAST ARBORISTS THIS THIRD AMENDMENT to the above -referenced Agreement is entered into on December 3, 2019, by and between West Coast Arborists, a California corporation ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into an Agreement No. N-2015-126 dated July 8, 2015 to provide tree - trimming and maintenance services ("Agreement'). The Agreement was for a two-year term ending June 30, 2017, with two, two-year options for renewal with an annual not to exceed amount of $1,082,516.00. The Agreement included scheduled tree trimming of street trees, as well as, on -call tree maintenance services at City parks and the Civic Center. B. On June 6, 2017, the City exercised the first optional extension of the term of the Agreement from July 1, 2017 to June 30, 2019. C. On October 2, 2018, the parties entered into the First Amendment (A-2018-233) of the Agreement. The First Amendment increased the compensation for the first extension (7/1/17 to 6/30/19) by $248,251.60 for an annual not to exceed amount of $1,330,767.60. This increase included $130,000 for on -going maintenance and tree trimming; $10,000 for tree maintenance in the Civic Center; and $108,251.60 as a contingency for unforeseen circumstances. The First Amendment also increased the compensation for the optional second extension (7/1/19 to 6/30/21) by $108,251.60 for tree -trimming services for the Public Works Department. The total annual not to exceed amount for the second extension was $1,190,767.60. D. On February 19, 2019, The City exercised the second optional extension of the term of the Agreement from July 1, 2019 to June 30, 2021. E. The parties would like to amend the Agreement for a third time to increase the compensation by $250,000 annually in an effort to provide additional tree trimming services for City trees. The annual not to exceed amount would be $1,540,767.60. The Parties therefore agree: 1. Section 2a, COMPENSATION, is revised to approve the following: A. Compensation for Optional Second Two -Year Renewal July 1, 2019 to June 3, 2021: Increase the annual not to exceed amount of $1,290,767.60 by $250,000. The new total annual not to exceed amount for the optional second extension will be $1,540,767.60. 2. Except as modified by this Third Amendment, all terms and conditions of the Agreement shall remain in full force and effect. Page 1 of 2 25A-4 IN WITNESS WHEREOF, the parties hereto have executed this Third 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: &MF/ 1a, k. LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL LISA RUDLOFF Executive Director, Parks, Recreation and Community Services Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Nate: Patrick M Title: President Page 2 of 2 25A-5 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 urtlllllly APPROVE THE REVISED AGREEMENT WITH THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA FOR FUTURE SUPPLY ACTIONS FUNDING FOR THE RESTORATION FROM INVASIVE DREISSENID MUSSELS STUDY {STRATEGIC PLAN NO. 5,2) /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For ,K•�►nl►tr».ic•� FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute a revised agreement with the Metropolitan Water District of Southern California for Future Supply Actions Funding for the Restoration of Local Recharge Sources from Invasive Dreissenid Mussels Study, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On August 20, 2019, the City Council approved both the Metropolitan Water District of Southern California (MWD) and Orange County Water District's Future Supply Actions Funding Program Mussels Study agreements. Since then, MWD's legal team has made edits to their boilerplate agreement (Exhibits 1 and 2). The edits include a clause that accepts costs for work performed before the effective date of the agreement, January 8, 2019, which was the date MWD Board of Directors gave final authorization to enter into Future Supply Actions Funding Program agreements. The original agreement approved in August authorized charges on or after May 7, 2019. In addition, MWD revised the progress report due dates. The City is now required to provide a summary of any work conducted on or after January 8, 2019, through June 30, 2019. 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). 25B-1 Revised Agreement with MWD for Restoration of Local Recharge Sources from Invasive Dreissenid Mussels Study December 3, 2019 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT All of the MWD agreement revisions were administrative. There is no fiscal impact associated with this action. Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency FSS/NS/RR Exhibits: 1. Revised Agreement (with highlighted changes) 2. Revised Agreement (for execution) 25B-2 EXHIBIT 1 AGREEMENT BETWEEN METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AND CITY OF SANTA ANA FUTURE SUPPLY ACTIONS FUNDING PROGRAM AGREEMENT NUMBER 5B-3 Table of Contents Paragraph........................................................................................................ ............. ....................... Page Contract Cover Page ExplanatoryRecitals .............................................................................. ......................................... 3 TermsufAgreement ................. ............ ......................................... ................ ............................... 1. Scope ofWork ..................................................................................................................... 4 Z Time and Term ......—,....,......~....^.....'~'.—.............,.....4 3. Agreement Administrators ................................................................................................. 4 4. Independent Contractor ..................................................................................................... S S. Consultants and Sub -consultants ..........,...—......^—...—`..~...^,.....5 6. Metropolitan's Maximum Amount Payable and Reimbursement Procedure ................... 6 7. Billings and Payments ......................................................................................................... 7 8. Reporting Requirements ............................................................. ....................................... 8 Q. Business Outreach Program ............................................................................................... g 10. Successors and Assignment ........................................................................................ ....... 9 11 � U�eofK48[eha�� ^—`^^^^^`^^^^^~^9 12. Intellectual Property ........................................................................................................... 9 l]. NonuseofIntellectual Property ofThird Parties .............................................................. 1U 14. Kepresentationc....—,...—^`.....~....,....—~....—....—.......—.,..l1 15. Legal Requirements .......................................................................................................... 11 16. Guarantee and Warranty ............................................. .................................................... 11 17. Access (oMetropolitan Premises ..................................................................................... 11 18. Indemnity ... ...................................................... ............................................................... 12 19. Insurance ^^`^^^^^~^~—^^^`^"^~`^^~^—^^^^~^^^^^—^^—^^_......,.....'12 20. Audit ^^^—^^^``^^^^^—`^^^~^`^^^^—^^^^—^^^^—^^^^^^..—..—........,...16 21. Equal Employment Opportunity, Affirmative Action, and Notification of Employee Rights Under the NLRA ^^^^^^^^—`^^^^~^^^~~~^^—^^^~^`^^^^^^,....—,.........l7 22. Prohibited Relationships with Sanctioned Countries and Persons .................................. 1O 23. Conflict ufInterest and Gift Restrictions ...................................... ................................... 1D 24. Use ofMetropolitan's Name ............................................................................................ 19 25. Termination ~^^`~`^^"^~—~^^^^^`~~^`~^^^^`^^^^^^~^^—^^.....—.~..—.'1Q 26. Force MajeureEvents ....................................................................................................... ZU City of Santa Ana Agreement No. 189Z80 � ��U����U� �� � 27. Notices ................................................... 28. Severability............................................ 29. Jurisdiction and Venue ........................... 30. Waiver .................................................... 31. Entire Agreement ................................... 32. Joint Drafting ......................................... Signature Page ................................................... Exhibit A- Scope of Work ................................... Exhibit B- Sample Invoice ................................... Exhibit C— Semi-annual Progress Reports......... Exhibit D — Final Report Format ......................... Exhibit E —ACORD Form or Equivalent .............. ....................................................................... 21 ....................................................................... 21 ....................................................................... 21 ....................................................................... 21 ....................................................................... 22 ....................................................................... 22 ....................................................................... 23 ....................................................................... 24 ....................................................................... 33 ...................................................................... 35 ...................................................................... 36 ...................................................................... 37 City of Santa Ana ii Agreement No. 189280 25B-5 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AGREEMENT NO. 189280 FOR FUTURE SUPPLY ACTIONS FUNDING PROGRAM This Agreement is between THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public agency of the State of California, organized and existing under The Metropolitan Water District Act of the State of California, hereinafter referred to as Metropolitan, and CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as Agency. Explanatory Recitals 1. Metropolitan is.a public agency of the State of California engaged in transporting, storing, and distributing water in the counties of Los Angeles, Orange, Riverside, San Diego, San Bernardino, and Ventura, within the State of California. 2. This Agreement is entered into with Agency in response to a 2018 Request for Proposals (RFP) for Future Supply Actions Funding Program, dated July 6, 2018, as an approach to fund Metropolitan member agency studies and research under this program as approved in Board Letter 8-6 dated April 10, 2018. Metropolitan, through its Future Supply Funding Program (FSA Funding Program), provides funding to member agencies for technical studies or pilot projects that reduce barriers to future production of recycled water, stormwater, seawater desalination, and groundwater resources. Metropolitan convened a technical review panel that reviewed and scored each proposal submitted by Metropolitan member agencies in accordance with the criteria and weight identified in the RFP. Board Letter 9-2 dated December 11, 2018, describes the final RFP selection process. Agency was selected through this RFP process. Metropolitan and Agency agree to enter into an agreement for the RESTORATION OF LOCAL RECHARGE SOURCES FROM INVASIVE DREISSENID MUSSELS study, hereinafter referred to as Study. City of Santa Ana 3 Agreement No. 189280 r 3. Metropolitan desires to enter into this agreement with the Agency, and Agency desires to perform the work according to the terms set forth hereinafter. Terms of Agreement 1. Scope of Work a. Metropolitan hereby engages Agency to perform the work described in detail in the Scope of Work, attached hereto as Exhibit A. b. Agency shall provide study deliverables according to the schedule as set forth in Exhibit A. Each task identified in Exhibit A shall have a clearly defined deliverable, date for completion of task, and associated cost for each task. C. Agency may adjust task descriptions, task budget amounts, and task schedules in Exhibit A, from time to time, upon written notice to and approval by Metropolitan; however, Agency must certify that any such adjustments do not materially change the basic scope of work, the scheduled final Study completion date, and/or the Maximum Cost to Metropolitan as identified in this Agreement. d. Agency shall be responsible for verifying completion of a consultant's or sub - consultants work in accordance with Exhibit A. 2. Time and Term Time is of the essence in the performance of services under this Agreement. This Agreement is in effect from through December 31, 2021, subject to earlier termination pursuant to Section 25 Termination below. 3. Agreement Administrators a. In performing the work under this Agreement, Agency shall coordinate all contact with Metropolitan through its Agreement Administrator. For purposes of this Agreement, Metropolitan designates Mr. Don Bentley as the Agreement Administrator. Metropolitan reserves the right to change this designation upon written notice to Agency. City of Santa Ana 4 Agreement No. 189280 25B-7 b. For purposes of this Agreement, Agency designates Mr. Nabil Saba, Water Resources Manager, as the Agreement Administrator for the Agency. Agency reserves the right to change this designation upon written notice to Metropolitan. 4. Independent Contractor Agency agrees to complete the Scope of Work detailed in Exhibit A under this Agreement in the capacity of an independent contractor and neither Agency and its participating entities, consultants, and sub -consultants nor any of their employees shall be considered to be an employee or agent of Metropolitan. Participating entities are other public and private entities, separate from Agency, which Agency has indicated are participating in the study, as identified in Exhibit A. 5. Consultants and Sub -consultants a. Agency shall be responsible to Metropolitan for all work to be performed under this Agreement. All consultants and sub -consultants and their billing rates shall be approved by the Agency and shall be reflected in consultant and sub -consultant invoices submitted by Agency to Metropolitan. Agency shall be liable and accountable for any and all payments or other compensation to all consultants and sub -consultants performing services under any Agency agreement that is necessary and applicable to the performance and completion of this Agreement. Metropolitan shall not be liable for any payment or other compensation for any consultants or sub -consultants. b. Agency's contracts with consultants and sub -consultants shall require consultants and sub -consultant to maintain Workers' Compensation and Automobile Liability insurance as required by the State of California and include the following articles: Intellectual Property, Nonuse of Intellectual Property of Third Parties, Audit, Indemnity and Equal Employment Opportunity and Affirmative Actions as set forth in this Agreement. C. As applicable, Agency's use of consultants and sub -consultants shall adhere to the requirements of Metropolitan's Business Outreach Program as provided herein. City of Santa Ana 5 Agreement No. 189280 6. Metropolitan's Maximum Amount Payable and Reimbursement Procedure a. Metropolitan's payment for the study is not to exceed $122,796 or fifty (50) percent of the total cost expended per task as established in Exhibit A, whichever is less. Agency shall be responsible for all costs in excess of Metropolitan's match payment. b. Agency must include documentation in the invoice that it did reimburse responsible parties for the costs in the invoice period. The invoice should include a cover letter with a brief summary of the work completed under the costs invoiced and a discussion of any milestones reached or problems encountered during the period invoiced. C. For each invoice, Metropolitan will pay up to seventy-five (75) percent of eligible reimbursable costs and will withhold twenty-five (25) percent of eligible reimbursable costs in retention until a final report is submitted and accepted by Metropolitan. Agency shall promptly notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached $92,100 (75% of maximum amount allowable). d. In -kind services are not eligible for reimbursement and shall not be included in Agency invoices to Metropolitan. In -kind services include, but are not limited to, work performed by staff of Agency or staff of Agency's participating entities contributing funding to Study, and related expenses (e.e.. travel. overhead, etc.). e. Eligible costs include work starting no earlier tharNanuary 8, 2019;*which is in compliance with the requirements of this Agreement and as set forth in Exhibit A. Metropolitan will accept costs for work performed before the effective date of the I. Agreement and on or after January 8, 2019, which is the date Metropolitan's Board of Directors gave final authorization to enter into Future Supply Actions Funding Program agreements. ' — f. All invoices related to the Study must be submitted by Agency to Metropolitan by August 31, 2021 to be considered for payment under the provisions of this agreement. Invoices received after August 31, 2021 will not be paid unless City of Santa Ana 6 Ott A N 6 eD !-rvvl t,,y -I A X>�Q1L59-9 Agreement No. 189280 Cb aw,%) g , z-Vt'i Metropolitan, in its sole discretion, grants Agency, in writing, an extension of time to complete the work and submit its invoices. 7. Billings and Payments a. Agency shall submit monthly invoices to Metropolitan's Accounts Payable Section, whose email address is AccountsPavableBusiness@mwdh2o com and provide a copy to the Agreement Administrator at dbentlev@mwdh2o.com. Agency address change must be submitted in writing to Metropolitan's Professional Services Contracting Team, at AgreementAddressChange(@mwdh2o.com. Without proper notification of an address change, Agency's invoice payment may be delayed. b. The individual listed in the agreement as Agency's Agreement Administrator or other identified designee shall sign and certify the invoice to be true and correct to the best of his/her knowledge.*Agency's invoices shall include the following information: i. Agency is to provide all the relevant information required by Exhibit B —Sample Invoice, attached to this Agreement, when submitting its invoices to Metropolitan. ii. Agency's consultant and sub -consultant labor charges shall be itemized by date of service, employee name, title/classification, corresponding labor rate, number of hours worked, description of work performed, total amount due for labor charges, and shall include the following affirmation: "By signing this invoice, Agency certifies that work described herein is an accurate and correct record of services performed for Metropolitan under this agreement and this work has not been billed on any other client or study partner invoices." Invoices shall itemize allowable expenses and include receipts for which reimbursement is sought for any items over Ten Dollars City of Santa Ana 7 Agreement No. 189280 -* ftDt-T�oj 25B-10 ($10.00). Attached receipts should itemize each cost and provide descriptive information so that expenses are separately identified. iv. Agency shall attach a copy of each consultant and sub -consultant invoice for which reimbursement is sought. Consultant's and sub - consultants invoices shall set forth the actual rates and expenses charged to Agency. C. Subject to the approval of the Agreement Administrator, Metropolitan shall make payment to Agency 45 days after date of the invoice. Metropolitan will reject incomplete and inaccurate Agency invoices and will return such invoices to Agency within 45 days after the date of the invoice. In such cases of rejected invoices, Agency will submit a new, corrected invoice with a new invoice number and new date. Metropolitan will not approve payment to Agency until a full, complete, and accurate invoice has been submitted. Agency's invoices submitted 90 days after completion of work, may be delayed or not paid. d. The final invoice shall be clearly marked "FINAL INVOICE." It shall be submitted after the final report is accepted by Metropolitan and should include a request for the release of the 25 percent retention. 8. Reporting Requirements a. Agency shall submit to Metropolitan semi-annual progress reports within 45 days of the end of the preceding six month periods, in accordance with the reporting schedule in Exhibit A and Agency shall include, at a minimum, the items listed in Exhibit C, Semi-annual Progress Report Format. Agency shall document all activities and expenditures to date in the semi-annual reports. The submittal of these reports is a requirement for ongoing disbursement of funds. b. Agency shall prepare and submit to Metropolitan, upon completion of the Study, a Final Report, which shall include, at a minimum, the items listed in Exhibit D, Final Report Format. The Final Report shall be provided in hard copy 3 copies and in digital format prior to final payment of funds retained by Metropolitan. City of Santa Ana 8 Agreement No. 189280 25B-11 C. Agency shall prepare and deliver a presentation on the findings of the study during a concluding symposium scheduled and organized by Metropolitan. d. Failure of an Agency to submit progress reports or the final report within the timeframe established in Exhibit A or within any authorized extension of time will be a breach of this Agreement. 9. Business Outreach Program It is the policy of Metropolitan Water District to solicit participation in the performance of all construction, professional services, procurement contracts, supplies, and equipment procured by Metropolitan by all individuals and businesses, including but not limited to small businesses, locally owned businesses, women, minorities, disabled veterans, and economically disadvantaged enterprises. In performing services under this Agreement, Agency shall endeavor to further this policy whenever practicable. 10. Successors and Assignment This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Agency, including its participating entities, consultants, and sub -consultants, shall not assign or transfer its interest in this Agreement. 11. Use of Materials Metropolitan will make available to Agency such materials from its files as may be required by Agency to perform services under this Agreement. Such materials shall remain the property of Metropolitan while in Agency's possession. Upon termination of this Agreement and payment of outstanding invoices of Agency, or completion of work under this Agreement, Agency shall turn over to Metropolitan any property of Metropolitan in its possession and any calculations, notes, reports, electronic files, orother materials prepared by Agency in the course of performing the services under this Agreement. 12. Intellectual Property a. All intellectual property pursuant to this Agreement shall be owned by Agency and Agency hereby grants Metropolitan and its member public agencies a perpetual, City of Santa Ana 9 Agreement No. 189280 25B-12 nonexclusive license, at no cost, to use the intellectual property developed in the course of the work performed under this Agreement by Agency or any contractor and consultant working on Study as described in Exhibit A. As used herein, the term "intellectual property" includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, other confidential information and software. b. Agency agrees that all results produced in the performance of this Agreement may be released to the public. C. Metropolitan may utilize any material prepared or utilize work performed by Agency pursuant to this Agreement, including computer software, in any manner which Metropolitan deems proper without additional compensation to Agency. Agency shall have no responsibility or liability for any revisions, changes, or corrections made by Metropolitan, or any use or reuse pursuant to the paragraph unless Agency accepts such responsibility in writing. d. Agency shall include the following language in its agreement with any consultant or contractor retained by Agency to work on the Study: "All intellectual property developed pursuant to this Agreement is owned by Agency. As used herein, the term 'intellectual property' includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, other confidential information and software created or prepared pursuant to this agreement." e. Agency shall promptly notify Metropolitan, in writing, of all intellectual property conceived or developed in the course of Agency's work for Metropolitan under this Agreement. 13. Nonuse of Intellectual Property of Third Parties Agency shall not use, disclose or copy any intellectual property of any third parties in connection with work carried out under this Agreement, except for intellectual property for which Agency has a license. Agency shall indemnify and hold Metropolitan harmless against all claims raised City of Santa Ana 10 Agreement No. 189280 25B-13 against. Metropolitan based upon allegations that Agency has wrongfully used intellectual property of others in performing work for Metropolitan. 14. Representations Each Party represents that it is represented by legal counsel, that it has reviewed this Agreement and agrees that: a. This Agreement is legally enforceable; b. Payments made by Metropolitan to Agency pursuant to this Agreement are a legal use of Metropolitan's funds; and, C. Metropolitan may legally recover the costs incurred by Metropolitan pursuant to this Agreement in the water rates charged to its Member Agencies, including Agency. 15. Legal Requirements Agency shall secure and maintain all licenses or permits required by law and shall comply with all ordinances, laws, orders, rules, and regulations pertaining to the work. 16. Guarantee and Warranty a. Agency guarantees and warrants that the work shall be performed and completed in accordance with generally accepted industry standards, practices, and principles applicable to the work. b. Metropolitan's representatives shall at all times have access to the work for purposes of inspecting same and determining that the work is being performed in accordance with the terms of this Agreement. 17. Access to Metropolitan Premises a. At least two business days in advance of any work to be performed on Metropolitan premises, Agency shall provide to the Agreement Administrator the names of its personnel or sub -consultant personnel requiring access to Metropolitan premises, intended work locations, and durations of work. The City of Santa Ana 11 Agreement No. 189280 25B-14 Agreement Administrator shall provide to the Security team manager or his designee written notification listing the names of the individuals requiring access, explaining the business need for these individuals to receive the requested access, and reflecting his/her approval. Except in extraordinary circumstances, all work on Metropolitan's premises shall be scheduled during Metropolitan's normal working days and hours. Metropolitan shall make a good faith effort to accommodate Agency's request, however, Metropolitan's operations and other conflicts may require rescheduling all or part of Consultant's work. 18. Indemnity a. Agency assumes all risk of injury to its employees, agents, consultants, sub - consultants, and contractors, including loss or damage to property, in the performance of this Agreement, except for those losses due to Metropolitan's negligence, recklessness or willful misconduct. b. Agency shall defend, indemnify, and hold harmless Metropolitan, its Board of Directors, officers, employees, and agents from and against all claims, suits, or causes of action for injury to any person or damage to any property to the proportionate extent arising out of, pertaining to, or related to Agency's and its participating entities', consultants', and sub -consultants' negligence, recklessness or willful misconduct in the performance of this Agreement, including any claims, suits, or causes of action by any employee of the Agency and its participating entities, consultants, and sub -consultants relating to his or her employment status with Metropolitan and/or rights to employment benefits from Metropolitan. 19. Insurance a. Agency shall procure and maintain for the duration of this Agreement insurance, or a program of self insurance, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Agency and its participating entities, consultants, and sub - consultants, and their agents, representatives, or employees. City of Santa Ana 12 Agreement No. 189280 25B-15 b. Agency shall sustain proof of insurance coverage in an updated ACORD form (attached hereto as Exhibit E), or equivalent, and incorporated by reference, during the term of this Agreement. Failure to provide the updated insurance ACORD form, or equivalent, annually may result in the withholding of Agency's invoice payment. Agency shall list the agreement number on the ACORD form, or equivalent, and email to Metropolitan's Agreement Administrator at dbentley@mwdh2o.com and a copy to AQreementinsurance@mwdh2o.com or fax to 213-576-6158. C. Minimum Scope of Insurance Coverage shall be at least as broad as: i. Insurance Services Office Commercial Liability coverage (occurrence Form CG0001). ii. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1, (any auto). Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. iv. Professional Liability or Errors and Omissions Liability insurance appropriate to the Agency's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability." d. Minimum Limits of Insurance Agency shall maintain limits no less than: i. General Liability: Including operations, products and completed operations as applicable, $1,000,000 peroccurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the study or City of Santa Ana 13 Agreement No. 189280 25B-16 location, or the general aggregate limit shall be twice the required occurrence limit. ii. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii. Workers' Compensation: Shall be furnished in accordance with statutory requirements of the State of California and shall include Employer's Liability coverage of $1,000,000 per accident for bodily injury or disease. iv. Professional Liability or Errors and Omissions Liability: $1,000,000 per claim, with a $2 million aggregate. e. Deductibles and Self -Insurance Retentions: Any deductibles or self -insured retentions must be declared to and approved by Metropolitan. At the option of Metropolitan, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respect to Metropolitan, its officers, officials, employees, agents and volunteers; or the Agency shall provide a financial guarantee satisfactory to Metropolitan guaranteeing payment of losses and related investigations, claim administration and defense expenses. f. Verification of Coverage: Agency shall furnish Metropolitan with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements and certificates are to be received and approved by Metropolitan prior to the commencement of work. Metropolitan reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting coverage, and coverage binders required by these specifications at anytime. g. Acceptability of Insurers: Insurance is to be placed with California admitted insurers with a current A.M. Best's rating of no less than A:VIII. A non -admitted carrier may be used with prior approval from Metropolitan, with an A.M. Best City of Santa Ana 14 Agreement No. 189280 25B-17 rating of no less than A: X. an exception to these standards will be made for the State Compensation Insurance Fund when not specifically rated. h. General Liability and Automobile Liability Endorsements: The commercial general liability policy and automobile policies are to contain, or be endorsed to contain, the following provisions: i. Metropolitan, its officers, officials, employees and agents are to be covered as additional insureds as respect to liability arising out of work or operations performed by or on behalf of the Agency; or automobiles owned, leased, hired or borrowed by the Agency. ii. For any claims related to this study, the Agency's insurance coverage shall be primary insurance as respect to Metropolitan, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Metropolitan, its officers, officials, employees or agents shall be excess of the Agency's insurance and shall not contribute with it. iii. Each insurance policy required by this clause shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to Metropolitan. iv. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. i. Other Endorsements and Insurance Provisions i. All rights of subrogation under the property insurance policy (if the policy is required) have been waived against Metropolitan. City of Santa Ana 15 Agreement No. 189280 25B-18 ii. The workers' compensation insurer, agrees to waive all rights of subrogation against Metropolitan for injuries to employees of the insured (Agency) resulting from work for Metropolitan or use of Metropolitan's premises or facilities. iii. If General Liability, Pollution and/or any Asbestos Pollution Liability and/or professional liability or Errors & Omissions coverage are written on a claims -made form: 1) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained for at least five (5) years after completion of the contract work. On Metropolitan's request, Agency shall provide evidence of insurance verifying that coverage is/was in effect during said five- year period. 3) If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a "Retro Date" prior to the contract effective date, the Agency must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 4) A copy of the claims reporting requirements must be submitted to Metropolitan for review if requested. 20. Audit a. Agency shall be responsible for ensuring the accuracy and propriety of all billings and shall maintain all supporting documentation for the period specified below. b. Metropolitan will have the right to audit Agency's invoices and all supporting documentation for purposes of compliance with this Agreement during the term City of Santa Ana 16 Agreement No. 189280 25B-19 of this Agreement and for a period of three years following completion of services under this Agreement. Agency shall be responsible for maintaining the supporting documentation for a period of three years following completion of services under this agreement C. Upon reasonable notice from Metropolitan, Agency shall cooperate fully with any audit of its billings conducted by Metropolitan and shall permit access to its books, records and accounts as may be necessary to conduct such audits. 21. Equal Employment Opportunity Affirmative Action and Notification of Employee Rights Under the NLRA Metropolitan is an equal opportunity employer and a federal contractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), and 41 CFR 60-741.5(a) and that these regulations are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status, or disability. The parties additionally agree that, as applicable, they will abide by the written affirmative action program requirements of 41 CFR 60-1.40, 41 CFR 60-300.40, and 41 CFR 60-741.40. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. The parties further agree that, as applicable, they will abide by the requirements of Federal Acquisition Regulation Clauses 52.222-26 (Equal Opportunity), 52.222-35 (Equal Opportunity for Veterans), 52.222-36 (Affirmative Action for Workers with Disabilities), and 52.222-40 (Notification of Employee Rights Under the National Labor Relations Act) and that these City of Santa Ana 17 Agreement No. 189280 25B-20 regulations are incorporated herein by reference. Agency agrees to submit to Metropolitan evidence of compliance with this section, as applicable, within 30 days of a request. 22. Prohibited Relationships with Sanctioned Countries and Persons Agency represents and warrants that both 1) Agency, and 2) to Agency's knowledge, its directors, officers, employees, subsidiaries, participating entities, consultants, and sub -consultants, are not engaged in any business transactions or other activities prohibited by any laws, regulations or executive orders relating to terrorism, trade embargoes or money laundering ("Anti -Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), the Patriot Act, and the regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, including those parties named on OFAC's Specially Designated Nationals and Blocked Persons List. Agency is in compliance with the regulations administered by OFAC and any other Anti -Terrorism Laws, including the Executive Order and the Patriot Act. In the event of any violation of this section, Metropolitan shall be entitled to immediately terminate this Agreement and take such other actions as are permitted or required to be taken under law or in equity. 23. Conflict of Interest and Gift Restrictions a. Agency represents that it has advised Metropolitan in writing prior to the date of signing of this Agreement of any known relationships with a third party, Metropolitan's Board of Directors, or employees which would (1) present a conflict of interest with the work performed under this Agreement, (2) prevent Agency from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information. b. Agency is hereby notified that Sections 7130 and 7131 Metropolitan's Administrative Code, the California Political Reform Act ("PRA") and regulations of the Fair Political Practices Commission ("FPPC") prohibit Metropolitan Board members, officers and employees from receiving or agreeing to receive, directly or indirectly, any compensation, reward or gift from any source except from his or her appointing authority or employer, for any action related to the conduct of City of Santa Ana 18 Agreement No. 189280 25B-21 Metropolitan's business, except as specifically provided in the Administrative Code Sections 7130 and 7131, the PRA and FPPC regulations. Agency agrees not to provide any prohibited compensation, reward orgiftto any Metropolitan Board member, officer or employee. 24. Use of Metropolitan's Name Agency and its participating entities, consultants, and sub -consultants shall not publish or use any advertising, sales promotion, or publicity in matters relating to services, equipment, products, reports, and material furnished by Agency and its participating entities, consultants, and sub -consultants in which Metropolitan's name is used, or its identity implied without the Agreement Administrator's prior written approval. This provision survives the termination of this Agreement. 25. Termination a. Metropolitan may terminate this Agreement with or without cause by providing written notice to Agency not less than thirty days prior to an effective termination date. Metropolitan's only obligation in the event of termination will be payment of fees and expenses incurred, including any retainage withheld by Metropolitan, in conformity with this Agreement up to and including the effective date of termination. b. Agency may terminate this Agreement with or without cause by providing written notice to Metropolitan not less than thirty days prior to an effective termination date. Metropolitan's only obligation in the event of termination will be payment of fees and expenses incurred in conformity with this Agreement up to and including the effective date of termination. C. This Agreement may be terminated by Metropolitan upon written notice to the Agency if work on the Study has not started by January 31, 2020. City of Santa Ana 19 Agreement No. 189280 25B-22 26. Force Majeure Events a. Excuse to Performance: In addition to specific provisions of the Agreement, lack of performance by any Party shall not be deemed to be a breach of this Agreement, where delays or defaults are due to acts of God, or the elements, casualty, strikes, lockouts, or other labor disturbances, acts of the public enemy, orders or inaction of any kind from the government of the United States, the State of California, or any other governmental, military or civil authority (other than Metropolitan, or another party to this Agreement), war, insurrections, riots, epidemics, landslides, lightning, droughts, floods, fires, earthquakes, civil disturbances, freight embargoes, or any other inability of any Party, whether similar or dissimilar to those enumerated or otherwise, which are not within the control of the Party claiming such inability or disability, which such Party could not have avoided by exercising due diligence and care and with respect to which such Party shall use all reasonable efforts that are practically available to it in order to correct such condition (such conditions being herein referred to as "Force Majeure Events"). b. Responding to Force Majeure Events: The Parties agree that in the event of a Force Majeure Event which substantially interferes with the implementation of this Agreement, the Parties will use their good faith efforts to negotiate an interim or permanent modification to this Agreement which responds to the Force Majeure Event and maintains the principles pursuant to which this Agreement was executed. City of Santa Ana 20 Agreement No. 189280 25B-23 27. Notices Any notice or communication given under this Agreement shall be effective when deposited, postage prepaid, with the United States Postal Service and addressed to the contracting parties as follows: Metropolitan Water District of Southern California Post Office Box 54153 Los Angeles, CA 90054-0153 Attention: Mr. Don Bentley City of Santa Ana 20 Civic Center Plaza Santa Ana, CA Attention: Clerk of Council With copy to: Executive Director, Public Works Agency (at same address) Either party may change the address to which notice or communication is to be sent by providing advance written notice to the other party. 28. Severability If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby. 29. Jurisdiction and Venue This Agreement shall be deemed a contract under the laws of the State of California and for all purposes shall be interpreted in accordance with such laws. Both parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the proper venue of any action brought thereunder is and shall be Los Angeles County, California. 30. Waiver No delay or failure by either party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision of this Agreement. A waiver to be valid shall be in City of Santa Ana 21 Agreement No. 189280 25B-24 writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver. 31. Entire Agreement a. This writing contains the entire agreement of the parties relating to the subject matter hereof; and the parties have made no agreements, representations, or warranties either written or oral relating to the subject matter hereof which are not set forth herein. Except as provided herein, this Agreement may not be modified or altered without formal amendment thereto. b. Notwithstanding the foregoing, and to realize the purpose of this Agreement, the Agreement Administrator may issue a written modification to the Scope of Work, if this modification will not require a change to any other term of this Agreement. 32. Joint Drafting Both parties have participated in the drafting of this Agreement. City of Santa Ana 22 Agreement No. 189280 25B-25 Signature Page IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date last written below. CITY OF SANTA ANA Kristen Ridge City Manager 0 Fuad Sweiss, PE, PLS Executive Director Of Public Works Agenc, Date: APPROVED AS TO FORM: Sonia Carvalho City Attorney 0 John M. Funk Assistant City Attorney Date: Analyst Initials: agr# - date Attachments THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA Jeffrey Kightlinger General Manager By: Brad Coffey Manager, Water Resource Management Date: APPROVED AS TO FORM: Marcia L. Scully General Counsel By: Deputy General Counsel Date: City of Santa Ana 23 Agreement No. 189280 25B-26 Exhibit A- Scope of Work Restoration of Local Recharge Sources from Invasive Dreissenid Mussels 1.0 Study Objective The purpose of the Study is to evaluate a potential treatment method, other than desiccation, that can be used to eradicate existing quagga mussel infestations and prevent the potential spread of quagga mussels. If such a method is identified, it could lead to restoring the use of facilities for recharge of local water sources, such as stormwater. 2.0 Background Information In January 2007, quagga mussels (Dreissena bugensis) were discovered at a marina in the Nevada portion of Lake Mead, and two other lakes on the Colorado River, Lake Mohave and Lake Havasu. Soon thereafter, the mussels spread through the Metropolitan Water District of Southern California's (MWD's) Colorado River Aqueduct (CRA) as far south as Lake Skinner, near Temecula. As of December 2017, quagga mussels have been detected in 43 locations in California. So far, State Water Project (SWP) aqueducts and reservoirs have not been impacted, although there were detections of quagga mussels in Pyramid Lake and other areas of the SWP in December 2016. To minimize the spread of quagga mussels, MWD chlorinates CRA water, starting at Copper Basin reservoir, close to the eastern end of the CRA and at other locations, such as Lake Matthews. Despite this effort, quagga mussels have infested reservoirs used for capture of local runoff as well as rivers, streams and canals used to convey both local supplies and imported supplies to groundwater replenishment facilities. This is important because multiple entities that recharge local water sources, such as storm water, use many of the same facilities to recharge imported water. As a result, the presence of quagga mussels presents a barrier to the efficient use of these dual use facilities and has affected the ability to maximize the capture and recharge of local supplies, such as storm water. As an example, Irvine Lake, which is owned and operated by the Irvine Ranch Water District (IRWD), receives both imported CRA water and local storm flow. Downstream of Irvine Lake are OCWD's Santiago Basins which are open gravel pits that were converted to groundwater replenishment facilities in the early 1990s. In the 1990s, water from Irvine Lake was discharged to Santiago Basins via Santiago Creek for groundwater replenishment. These deliveries are no longer possible due to the presence of the quagga mussel in Irvine Lake and the potential for infesting Santiago Creek and Santiago Basins. On the San Gabriel River, multiple entities, including the Main San Gabriel Basin Watermaster and the Water Replenishment District of Southern California (WRD) divert storm water from the San Gabriel River into spreading grounds adjacent to the river. In October 2017, MWD found City of Santa Ana 24 Agreement No. 189280 25B-27 quagga mussels in the San Gabriel River that came from deliveries of MWD water. Although steps were taken to desiccate the river and prevent the spread of quagga mussels, it is possible that further infestations will occur and hamper the use of the San Gabriel River and associated spreading facilities for the capture and recharge of local storm water. In the Santa Clara River watershed, United Water Conservation District (UWCD) captures storm flows from the Piru Creek watershed in Lake Piru, as well as imports a small amount of SWP water from Pyramid Lake. UWCD then releases the stored water in late summer, recharging the downstream groundwater basins, including the coastal Oxnard Plain. When Lake Piru became infested with quagga mussels in late 2014, the California Department of Fish and Wildlife (CDFW) ordered UWCD to limit discharges to downstream recharge facilities, to limit the spread of quagga mussels. UWCD's downstream recharge facilities are the primary source for the cities of the Oxnard Plain, which are also served by MWD via its member agency Calleguas Municipal Water District (Calleguas). Groundwater has historically provided approximately half of the water for this portion of Calleguas' service area. Quagga mussel -induced limitations on UWCD's groundwater recharge will shift additional burden onto Calleguas and MWD. UWCD is currently working with CDFW, U.S. Fish and Wildlife, and National Marine Fisheries Service to develop an eradication plan for Lake Piru using EarthTec QZ that could potentially be implemented within the next few years. California Department of Fish and Wildlife Regulations The California Department of Fish and Wildlife (CDFW) has a mandate to prevent the spread of quagga mussels. As a result, CDFW requires the preparation of Dreissenid Mussel Monitoring, Response and Control Plans (Plan) for any facility that is impacted. Desiccation is the primary method of mitigating for quagga mussel infestations. Although desiccation can work for isolated spreading grounds, it is less feasible in rivers and streams and impossible in large reservoirs unless they can be fully drained. For OCWD, the Plan contains a requirement that OCWD use imported water for recharge only in basins that can be desiccated (dried out) for two weeks. In addition, these basins must be drained and dried prior to the storm season to prevent potential conveyance of quagga mussels -laden water to other basins or to the Santa Ana River. Moreover, one of the most effective recharge facilities, the Santa Ana River, cannot be fully utilized because it cannot be fully desiccated. These restrictions present a barrier to both the recharge of imported water and the capture of storm water, which reduces the recharge of local supplies and the overall efficiency of groundwater replenishment operations. The recharge of imported and storm water are considered together because OCWD, as with other entities, use their facilities for storage, conveyance and recharge of both sources of supply. The WRD has also been affected by the potential for infestations of waterways used to convey both imported and storm water by quagga mussels. The Los Angeles County Department of Public Works (LACDPW) owns the conveyance and spreading facilities used by WRD for the recharge of storm water, recycled water and imported water. Due to the potential for quagga mussel infestations, imported deliveries from the Colorado River have not been approved by City of Santa Ana 25 Agreement No. 189280 25B-28 LACDPW for many years. When deliveries were made in 2017, an infestation of quagga mussels was found in the San Gabriel River in October 2017 even though the supplies were mostly from the SWP. Restoring Local Recharge Sources The purpose of the Study is to evaluate a potential treatment method, other than desiccation, that can be used to eradicate existing quagga mussel infestations and prevent the potential spread of quagga mussels. In 2016, Trussell conducted an extensive literature review for OCWD of potential treatment technologies for the quagga mussel, including free chlorine, chloramines, ozone, ultraviolet radiation, and potassium permanganate. Proprietary molluscicides were not considered in this Study. Trussell found that the literature contains many studies examining treatment for adult mussels, but limited research on veligers. The veliger stage is the final larval stage of the quagga mussel, when they are mobile, having two ciliated flaps for swimming and feeding. Of the treatment methods examined, chlorine, chloramine and ozone were found to have promise; however, they present several challenges, such as needing quenching prior to discharge to a stream or river (chlorine, chloramine), formation of disinfection byproducts (chlorine), and high capital costs (ozone). In fact, one of the constraints that MWD faces with chlorine dosing at Lake Matthews is the formation of disinfection byproducts. An alternative method of treating for quagga mussels is EarthTec QZ, which is an EPA -registered molluscicide for prevention and control of quagga and zebra mussels. This product has been shown to be effective in eradicating quagga mussels and veligers in samples obtained from Lake Mead. Based on the Lake Mead study, an EarthTec QZ concentration of 3 mg/L, which produces a copper concentration of 0.18 mg/L, resulted in complete veliger mortality within 30 minutes. The effectiveness of EarthTec QZ and moderate cost, which is estimated at $20/acre-feet (for EarthTec QZ concentration of 3 mg/L), suggest that it has the potential be a cost-effective method to safely treat impacted sources of water, such as local reservoirs and imported water supplies; however, site -specific testing is needed to develop the proper dose required in local sources and to obtain approval by CDFW. Eventual approval by CDFW will allow for expanded use of currently infested facilities and open the use of facilities that are not currently infested, which would reduce barriers to groundwater replenishment, including the recharge of local supplies such as storm water. 3.0 Study Description OCWD staff, along with Trussell, would conduct the Study. In general terms, the Study will test the response of quagga veligers to various doses of EarthTec QZ at five locations: Lake Matthews, OCWD's OC-28 connection in Anaheim, Lake Piru, MWD connection CenB-28, and one other location to be determined. Live veligers would be collected at each location. Subsets of the collected veligers would be exposed to different concentrations of EarthTec QZ and their response would be monitored overtime. This work would be conducted in existing or temporary field labs located at or near where the veliger samples are collected. This is important to minimize the potential for veliger die -off during transport. City of Santa Ana 26 Agreement No. 189280 25B-29 In addition to examining the effectiveness of EarthTec QZ on quagga veligers, the Study includes an assessment of the toxicity of EarthTec QZ for aquatic species — other than quagga veligers. This work will be conducted in parallel with the dose -response veliger testing. Trussell will consult with aquatic microbiology experts, CDFW staff, review available literature, and examine regulations to evaluate the water quality impacts of EarthTec QZ. Up to eight meetings are budgeted to ensure there is maximum collaboration with all Study stakeholders at all stages of the Study. Participating Entities and Supporting Entities Participating entities include: • Orange County Water District • Water Replenishment District of Southern California • United Water Conservation District • Main San Gabriel Watermaster • Central Basin Municipal Water District • California Department of Fish and Wildlife (CDFW) • California Department of Water Resources (DWR) All the listed entities above, except for CDFW and DWR, are contributing financially to this Study. CDFW and DWR are contributing staff time and providing technical assistance to the Study. 4.0 Description of Tasks Task 1 Evaluation of EarthTec QZ Veliger Treatment Bench scale testing will be completed at five surface water locations to establish quagga mussel veliger dose -response curves with exposure to EarthTec QZ and determine the lowest concentration that could be used to kill quagga veligers. Testing is proposed at: • Lake Matthews, • OCWD's OC-28 connection in Anaheim, • Lake Piru, and; • MWD's CenB-28 connection • One additional site to be identified in cooperation with Study partners. Each site will be assessed for any available documentation of seasonal changes in veliger populations, and sample collection and testing will be scheduled to target periods of high veliger populations. Samples of raw surface water and quagga mussel veligers will be collected from each of the surface water sites with plankton tow nets. To minimize veliger die -off, all veliger City of Santa Ana 27 Agreement No. 189280 25B-30 dose -response tests will be completed in field lab space close to the collection sites, with water and veliger samples collected on the same day. Veliger samples will first be assessed for density of live (physically moving or tissue movement of veliger), dead (cracked shells or degraded tissue), or empty shell (with no tissue and only shell remaining). If veliger concentrate contains >1% dead to live veliger density, the plankton collection will not be used. The veliger concentrate will be divided into testing beakers to achieve approximately 100 to 200 live veligers per test replicate, ranging in size from D-shaped (>63 µm) to pediveligers (< 300 µm). If the veliger population size is not large enough to achieve desired densities, at least 30 veligers will be tested per replicate. Four exposure doses of EarthTec QZ will be investigated and a control will be included for each duration, with a maximum of three exposure durations. At least three replicates per exposure dose and duration will be completed and will be tested at a maximum of two temperatures. Once the exposure duration for each test condition is complete, the proportion of live and dead quagga mussels will be analyzed with fast green stain. In addition to the veliger assessment, each test beaker will be evaluated for copper (total and dissolved), dissolved oxygen, conductivity, pH, and temperature at the start of the experiment and at the end of the exposure time. Raw surface water samples will be monitored for total organic carbon (TOC), copper (total and dissolved), dissolved oxygen, conductivity, pH, and temperature. Task 2 Toxicity Assessment An assessment of the toxicity of EarthTec QZ for aquatic species - other than quagga veligers - present in the surface water will be completed in parallel with the dose -response veliger testing (Task 1). Trussell will consult with aquatic microbiology experts, CDFW staff, review available literature, and examine regulations to evaluate the water quality impacts of EarthTec QZ. In conjunction with Task 1 testing, surface water samples will be collected and dosed with EarthTec QZ to assess water quality impacts and toxicity. Slides will be prepared to communicate the proposed test plan. The toxicity testing will include up to three replicates with two doses of EarthTec QZ and assessment of toxicity for two aquatic indicator species. Task 3 Project Management The projectteam will work closely with OCWD and funding partners to coordinate testing events, provide updates of Study results, and communicate progress on Study activities. Trussell will attend up to eight meetings with project partners and prepare slides to communicate results and progress. PR.os'�"I s'f/xFr- Wru- PRoJto�. � tz4z-c'S�n1T�'7i.x.7 � Trt� sway Fr1a��S kt n SyM905.; 1A R.n J- 1yeLA2 0 City of Santa Ana 28 Agreement No. 189280 l7EtitJCW--Alt,t-vzS 0)SCc�l ' 5.0 Deliverables Task/Subtask Deliverables Submittal Due Date Task 1, Evaluation of EarthTec QZ Veliger Dose -Response Test Plan Q3 2019 Veliger Treatment Technical Memorandum 1 Q42020 Test Plan (slides) Q2 2019 Task 2, Toxicity Assessment Technical Memorandum 2 Q4 2020 Draft Report Q2 2021 Tasks 1, 2 Final Reporting Final Report Q3 2021 Symposium Presentation Q42021 Task 3, Project Management Slides for project meetings Various 6.0 Cost Estimate Task No. Task Description Total Study Requested Metropolitan Cost Funding Match Task 1, Bench scale testing at five surface water locations Evaluation of to establish quagga mussel veliger dose -response EarthTec QZ curves with exposure to EarthTec QZ and $154,180 $77,090 Veliger determine the lowest concentration that could be Treatment used to kill quagga veligers. Task 2, An assessment of the toxicity of EarthTec QZ for Toxicity aquatic species — other than quagga veligers — $62,228 $31,114 Assessment present in the surface water will be completed in parallel with the dose -response veliger testing. Coordinate testing events, provide updates of Task 3, Study results, and communicate progress on Project Study activities. Host eight meetings with project $29,184 $14,592 Management partners and prepare slides to communicate results and progress. Totals $245,592 $122,796 City of Santa Ana 29 Agreement No. 189280 25B-32 7.0 Schedule Jan- Apr- Jul- I Oct- Jan- Apr- Jul- Oct- Jan- Apr- lul- Oct - Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec 2019 2020 2021 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Task Task Name Collect and compile 1 available data Develop Draft Veliger 1 Dose Response Test Plan 1 Stakeholder Review Meeting 1 Finalize Veliger Dose 1 Response Test Plan Conduct Field 1 Sampling/Dose Response Testing 1 Compile Results Semi -Annual Progress 1,2 Report 2019 No. 1 (May 2019 — December 2019)• 1 Conduct Additional Sampling (If needed) Semi -Annual Progress 1,2 Report 2020 No. 1 (January 2020 —June 2020) Compile Season 2 1 Results (If needed) Stakeholder Review 1 Meeting 2 (If needed) Prepare Draft 1 Technical Memorandum 1 1 Review Draft Technical Memorandum 1 1 Submit Final Technical Memorandum 1 Semi -Annual Progress 1 2 Report 2020 No. 2 (July 2020 — December 2020) City of Santa Ana 30 Agreement No. 189280 25B-33 Jan- Apr- Jul- Oct- Jan- Apr- Jul- Oct- Jan- Apr- Jul- Oct - Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec 2019 2020 2021 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 0.3 Q4 Task Task Name Develop Toxicity Test 2 Plan Stakeholder Review 2 Meeting 1 Finalize Toxicity Test 2 Plan Conduct Toxicity 2 Testing 2 Compile Results Conduct Additional 2 Testing (If needed) Compile Season 2 2 Results (If needed) Stakeholder Review 2 Meeting 2 (If needed) Prepare Draft 2 Technical Memorandum 2 Review Draft Technical - Z Memorandum 2 Submit Final Technical 2 Memorandum 2 1,2 Draft Final Report 1,2 Final Report Symposium 3 Presentation of Study Findings 3 Project Management ;I- *Semi -Annual Progress Report 2019 No. 1 will also include a summary of work conducted on or after January S, 2019 though June 30, 2019, in accordance with Section 6.e. of this Agreement. City of Santa Ana 31 Agreement No. 189280 3(F �W61,Nfi, WDP-D%rJ6 Seatl-pA�rx)NJ/fi- p-t:? � zo(5 vJltl iNL-,VDT svAtrnr�� ! SCy. �aJDuc'c�D iN rn� - JvJE 2019 Reporting Schedule • Semi -Annual Progress Report 2019 No. 1* (July 2019 — December 2019) ... February 15, 2020 • Semi -Annual Progress Report 2020 No. 1 (January 2020—June 2020)............ August 15, 2020 • Semi -Annual Progress Report 2020 No. 2 (July 2020 — December 2020) ..... February 15, 2021 DraftFinal Report...........................................................................................................May 31, 2021 FinalReport........................................................................................................... July 31, 2021 • Agency presentation on study findings at concluding symposium .............................. Fall 2021 *Semi -Annual Progress Report 2019 No. 1 will also include a summary of any work conducted on or after January 8, 2019 through June 30, 2019, in accordance with Section 6.e. of this Agreement. t-A2A(�2trJ w,w;� tj6 A-f-T szv.t-A�QfJJAr�._ q-(�YOP-7 W�L.Ir lLult�� 1� sUn +r-tav ( v�1`Yf K- �nl D,_t c,7e-r IN 1"0tC�. City of Santa Ana 32 Agreement No. 189280 25B-35 Exhibit B - Sample Invoice BILL TO INVOICE Metropolitan Water District of Southern California Accounts Payable Section P.O. Box 54153 Los Angeles, CA 90054-0153 Accounts PaVableBusiness(o)mwdh2c.com AGENCY NAME INVOICE DATE INVOICE NUMBER INVOICE PERIOD ADDRESS STUDY NAME CONTACT CONTACT PHONE AGREEMENT NUMBER MAXIMUM AWARD AMOUNT AMOUNT PREVIOUSLY INVOICED AWARD AMOUNT REMAINING ITEMIZED EXPENSES TASK DETAILED DESCRIPTION (e.g., consultant costs and hours, materials and supplies, lab costs, etc.) COST TOTAL COSTS TOTAL ELIGIBLE COSTS (UP TO 50% OF TOTAL COSTS) RETENTION (25% of total eligible reimbursable costs) TOTAL ELIGIBLE REQUEST - RETENTION BY SIGNING THIS INVOICE, AGENCY CERTIFIES THAT WORK DESCRIBED HEREIN IS AN ACCURATE AND CORRECT RECORD OF SERVICES PERFORMED FOR METROPOLITAN UNDER THIS AGREEMENT AND THIS WORK HAS NOT BEEN BILLED ON ANY OTHER CLIENT OR STUDY PARTNER INVOICES. STUDY MANAGER City of Santa Ana �5 13-3 V Agreement No. 189280 0 O F y Z W W W a g m W W (,� W O (� Z Z ¢ cW G Q Z } 0 7 F- LA i 0 V MD W f"- C v s 3 O w O u M Ln Y n c O N O L u uy d Ln �+ f0 L � O 01 f0 LM1 U ;° - a v ,n v p m CL c o op F o 0 3 o CO ¢ J J , G! f0 V O H m 2 U ¢ d F o O l7 LZ O U a H X cr W w a OU G z o � w z Z o i SQ 3 0 w F Q O w m O a O a O Q Q 3 W OLn W J Z w VI Z U m ( 0 CWC coO J U O Z O w l Z u U cc .. W V m J W m K O V U m z g K J m V) Z of O w O W 1 O. U O coW ZCO m w _u O U = O F a W w 7 Z O l7 U — ¢ W �y m� ¢ Z z J Y z 0 F- LA ¢ F- 25B- 7 U V 0 0 Z Z Z Z W W D u v (9 Q Z Z 0 0 J J U V Z Z z Ln Z W cr O w 2 � = W F_ m 3 ¢ W Ln > z 7 g co � W Wi W V > S U u Exhibit C— Semi-annual Progress Reports Agency shall include, at minimum, the following items in the Semi -Annual Progress Reports. 1. Cover Letter Provide a brief description of the submittal, including the amount invoiced in the respective invoice period, a list of items being submitted, and contact information. The letter must be signed and include the following language: "1 am informed and believe that the information contained in this report is true and that the supporting data is accurate and complete " 2. Semi -Annual Progress Report 2.1 Study Status a) Describe work performed during the semi-annual period, by task. b) Describe major accomplishments, such as: i. Tasks achieved ii. Milestones met and deliverables completed iii. Meetings held or attended iv. Press release, etc. c) Where applicable, describe how the activities carried out differed from the plans outlined in the Study Scope of Work. Identify any problems encountered in the performance of the work under this Agreement, and how these matters were addressed. d) If the semi-annual period's objectives were not met, explain why and how these goals will be approached for the next reporting period. 2.2 Cost Information a) Identify costs incurred during the quarter by Agency and each partnering/supporting entity working on the Study. Discuss how the actual budget is progressing in comparison to the latest Study budget. Describe any differences that occurred, identifying budget impacts and/or problems encountered, and describe how these matters will be addressed for the next reporting period. c) Provide a revised budget, by task, if changed from the latest Study budget. 2.3 Schedule Information a) Provide a Study schedule showing actual progress versus planned progress from the latest schedule. b) Discuss how the actual schedule is progressing in comparison to the latest Study schedule. Justify any differences that occurred, identifying schedule impacts and/or problems encountered, and describe how these matters will be addressed forthe next reporting period. c) Provide a revised schedule, by task, if changed from the latest Study schedule. City of Santa Ana 3S Agreement No. 189280 25B-38 Exhibit D — Final Report Format Agency shall include, at minimum, the following items in the Final Report. 1. Cover Letter Provide a brief description of the submittal, including the total amount of funds disbursed, a list of items being submitted, and contact information. The letter must be signed and include the following language: "I am informed and believe that the information contained in this report is true and that the supporting data is accurate and complete." 2. Final Report 2.1 Executive Summary a) Briefly summarize the content of the main report. 2.2 Introduction a) Provide an overview of the work performed and accomplishments achieved throughout the duration of the Study. b) Briefly describe the findings of the study. c) Describe the role/involvement of each partnering/supporting entity and their relationship to the Study. 2.3 Cost Summary a) Include a summary of the costs incurred and of funds disbursed throughout the duration of the Study. b) Provide a comparison between the planned budget in the Agreement and the actual budget. Justify any differences that occurred, identifying budget impacts and/or problems encountered, and how these matters were addressed. 2.4 Schedule Summary a) Include a summary of all tasks accomplished throughout the duration of the Study. b) Provide a comparison between the planned schedule in the Agreement and the actual schedule. Justify any differences that occurred, identifying schedule impacts and/or problems encountered, and how these matters were addressed. 2.5 Study Results and Analysis a) Describe and provide an analysis of the Study results and findings in detail. b) Were the Study goals and objectives as proposed achieved? Explain. c) Discuss any major problems that occurred in meeting the Study goals and objectives, including how, and if, they were resolved. d) Explain how the findings of the Study can be applied to other areas of the region. What types of obstacles, if any, would be anticipated before implementation/application can occur, and how could these matters be addressed? 2.6 Conclusion a) Describe lessons learned. b) Describe the next steps of the Study (e.g., applicability of the results, topics that may require additional research, new programs that should be developed, policy amendments, etc.). City of Santa Ana 36 Agreement No. 189280 25B-39 Exhibit E — ACORD Form or Equivalent ACORDINI CERTIFICATE OF ISSUE DATE(NMDDIYk) INSURANCE Producer THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORNIA-TION ONIY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. CONIPAMES AFFORDING COVERAGE Compv.yLeuer CODE SUB -CODE A INSURED Compay Letter B CamPm y Letter C Company Lenin D COVERAGES THIS IS TO CERTIFY TI IAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO TFM INSURED NAMED ABOVE FOR THE POLICI' PERIOD INDICATED, NOTWITHSTANDING ANY REQUIRENIENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WINCH THIS CE-RTI FICATE HIAY BE ISSUED OR AfAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TER*IS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LINIrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAI\IS. CO L'1'R TYPEOFLYSLRaNCE .Ml M'Y®E POLCY EFFERfVE POLICY E\PIXAr10N LLWIa R DATE wDwnrcD DATE (IW.") GENERALLIABILITY aFrreeu.AD➢RaagrE 3 ❑ COMMERCIAL GENERAL LIABILITY FF.OPOCf9 Cv1R/OFSq@]EEOAr£ I ❑OWNERMADE []OCCUR, eEF.SoltgL&gpvERrLmVunmhv .. CI O TRAC CONTRACTOR'S PROT EACR cccaRRENCE T i1AEG4[AA'vE AN Y GNE T➢vI S I.RDU:ALE)PIIrYEiN1Y ONE ri�UNJ r AUTOMOBILE LIABILITY "a"AI $ ❑ ANT AUTO 5oD¢r alro£r ❑ ALL OWNED AUTOS ❑ SCHEDULED AUTOS niPeIIs"N� r ❑ HIRED .AUTOS e. ❑ NON -OWNED AUTOS wryer ❑ GARAGE LIABILITY mER ^��"M'/ yp_:F . M4O- ' I -_ CESSU&IB LLLA EACk[ ❑ UMBRELLA FORhf [I FOY °cvPRExa s ❑ OTHER THAN UMBRELLA — FOAM ArEE. I WORKERS CONIPENSATIONI STAN ORY s EN@LOYERS LIABILITY s iEACHACCmeNIT AND 3 MoINASE-POLICY LWM ENIPLOYERS'LI.ABILITY S MUEASE-EACN ENIPLOIYEI OTHER El ERRORS AND ONDHI IONS 5 CR111IE OR DI5110]'15T WNN IPTION OF OPERATIONSLOCATIONSPVEHICLES BESTRICTTONS/SPM- AL ITEMS POLITAN, ITS OFFICERSOFFICIALS, EW'LOI-EES AND AGENTSARE TO BE COVERED AS INSURtEDS. NCE F'ERIFIED ON THIS CERTIFICATE ISAPPLICABLE TO AGREENIENT NO, ICATE HOLDER CANCELLATION FE] SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE lilaa Water Detrict ofSouthem Califam is ENFIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 4153, Terminal Annex DAYSWTUTTEN NOTICETOTILECERTIFICATEHOLDERNAARDTOTHE eles Califamia 9005d LEFT. BUT FAILURE TO NW L SUCH NOTICE SHALL LSIPOSE NO OBLIGA-TION OR LIABILITY OF ANY RIND WON THE COMPANY. ITS AGENTS OR REPBESEM.aTIVES. — AUTHORIZED REPRESENTATIVE AC'ORII CORPORLrION19E City of Santa Ana 15 B-40 Agreement No. 189280 Exhibit 2 AGREEMENT BETWEEN METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AND CITY OF SANTA ANA FUTURE SUPPLY ACTIONS FUNDING PROGRAM AGREEMENT NUMBER 25B-41 Table of Contents Paragraph.............................................................................................................................................. Page Contract Cover Page ExplanatoryRecitals ................................................................................................................. ...... 3 TermsotAgreement ....................................................................................................................... 4 1. Scope ufWork ..................................................................................................................... 4 2. Time and Term .................................................................................................................... 4 l Agreement Administrators ................................................................................................. 4 4. Independent Contractor ..................................................................................................... S S. Consultants and Sub'oonsultan[s—.........................................S 6. Metropolitan's Maximum Amount Payable and Reimbursement Procedure ................... 6 7. Billings and Payments ......................................................................................................... 7 Q. Reporting Requirements ..................................................................................................... D 9. Business Outreach Program ............................................................................................... 9 10. Successors and Assignment ................................................................................................ 9 11. Use ofMaterials .................—'.--..--.,....,..,.....,.........Q 12. Intellectual Property ........................................................................................................... 9 13. Nonuseu[Intellectual Property ofThird Parties .............................................................. 1U 14. Representations ................................................................................................................ 11 15. Legal Requirements ................................................... ................................................... 11 16. Guarantee and Warranty .................................................................................................. 11 17. Access toMetropolitan Premises ..................................................................................... 11 18. Indemnity .......................................................................................................................... 1Z 19. Insurance .......................................................................................................................... 13 20. Audit .................................................................................................................................. 16 21. Equal Employment Opportunity, Affirmative Action, and Notification of Employee Rights Underthe NLRA................................................................................................................ 17 22. Prohibited Relationships with Sanctioned Countries and Persons .................................. 1D 23. Conflict ufInterest and Gift Restrictions .......................................................................... 1D 24. Use ofMetropolitan's Name ............................................................................................ 19 ZS. Ternoinatiun—....................---................................ lQ 26. Force K8 jeuneEvents..............—..........---------^—^---..2U City of Santa Ana Agreement No.l89280 ��U�-4��� ��U� 27. Notices..............................................................................................................................21 28. Severability...................................................................................................:...................21 29. Jurisdiction and Venue...................................................................................................... 21 30. Waiver...............................................................................................................................21 31. Entire Agreement.............................................................................................................. 22 32. Joint Drafting....................................................................................................................22 SignaturePage.............................................................................................................................. 23 ExhibitA- Scope of Work.............................................................................................................. 24 ExhibitB- Sample Invoice.............................................................................................................. 33 Exhibit C— Semi-annual Progress Reports.................................................................................... 35 Exhibit D—Final Report Format.................................................................................................... 36 Exhibit E—ACORD Form or Equivalent......................................................................................... 37 City of Santa Ana Agreement No. 189280 25B-43 THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AGREEMENT NO. 189280 FOR FUTURE SUPPLY ACTIONS FUNDING PROGRAM This Agreement is between THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, a public agency of the State of California, organized and existing under The Metropolitan Water District Act of the State of California, hereinafter referred to as Metropolitan, and CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as Agency. Explanatory Recitals 1. Metropolitan is a public agency of the State of California engaged in transporting, storing, and distributing water in the counties of Los Angeles, Orange, Riverside, San Diego, San Bernardino, and Ventura, within the State of California. 2. This Agreement is entered into with Agency in response to a 2018 Request for Proposals (RFP) for Future Supply Actions Funding Program, dated July 6, 2018, as an approach to fund Metropolitan member agency studies and research under this program as approved in Board Letter 8-6 dated April 10, 2018. Metropolitan, through its Future Supply Funding Program (FSA Funding Program), provides funding to member agencies for technical studies or pilot projects that reduce barriers to future production of recycled water, stormwater, seawater desalination, and groundwater resources. Metropolitan convened a technical review panel that reviewed and scored each proposal submitted by Metropolitan member agencies in accordance with the criteria and weight identified in the RFP. Board Letter 9-2 dated December 11, 2018, describes the final RFP selection process. Agency was selected through this RFP process. Metropolitan and Agency agree to enter into an agreement for the RESTORATION OF LOCAL RECHARGE SOURCES FROM INVASIVE DREISSENID MUSSELS study, hereinafter referred to as Study. City of Santa Ana 3 Agreement No. 189280 25B-44 3. Metropolitan desires to enter into this agreement with the Agency, and Agency desires to perform the work according to the terms set forth hereinafter. Terms of Agreement 1. Scope of Work a. Metropolitan hereby engages Agency to perform the work described in detail in the Scope of Work, attached hereto as Exhibit A. b. Agency shall provide study deliverables according to the schedule as set forth in Exhibit A. Each task identified in Exhibit A shall have a clearly defined deliverable, date for completion of task, and associated cost for each task. C. Agency may adjust task descriptions, task budget amounts, and task schedules in Exhibit A, from time to time, upon written notice to and approval by Metropolitan; however, Agency must certify that any such adjustments do not materially change the basic scope of work, the scheduled final Study completion date, and/or the Maximum Cost to Metropolitan as identified in this Agreement. d. Agency shall be responsible for verifying completion of a consultant's or sub - consultants work in accordance with Exhibit A. 2. Time and Term Time is of the essence in the performance of services under this Agreement. This Agreement is in effect from through December 31, 2021, subject to earlier termination pursuant to Section 25 Termination below. 3. Agreement Administrators a. In performing the work under this Agreement, Agency shall coordinate all contact with Metropolitan through its Agreement Administrator. For purposes of this Agreement, Metropolitan designates Mr. Don Bentley as the Agreement Administrator. Metropolitan reserves the right to change this designation upon written notice to Agency. City of Santa Ana 4 Agreement No. 189280 25B-45 b. for purposes of this Agreement, Agency designates Mr. Nabil Saba, Water Resources Manager, as the Agreement Administrator for the Agency. Agency reserves the right to change this designation upon written notice to Metropolitan. 4. Independent Contractor Agency agrees to complete the Scope of Work detailed in Exhibit A under this Agreement in the capacity of an independent contractor and neither Agency and its participating entities, consultants, and sub -consultants nor any of their employees shall be considered to be an employee or agent of Metropolitan. Participating entities are other public and private entities, separate from Agency, which Agency has indicated are participating in the study, as identified in Exhibit A. 5. Consultants and Sub -consultants a. Agency shall be responsible to Metropolitan for all work to be performed under this Agreement. All consultants and sub -consultants and their billing rates shall be approved by the Agency and shall be reflected in consultant and sub -consultant invoices submitted by Agency to Metropolitan. Agency shall be liable and accountable for any and all payments or other compensation to all consultants and sub -consultants performing services under any Agency agreement that is necessary and applicable to the performance and completion of this Agreement. Metropolitan shall not be liable for any payment or other compensation for any consultants or sub -consultants. b. Agency's contracts with consultants and sub -consultants shall require consultants and sub -consultant to maintain Workers' Compensation and Automobile Liability insurance as required by the State of California and include the following articles: Intellectual Property, Nonuse of Intellectual Property of Third Parties, Audit, Indemnity and Equal Employment Opportunity and Affirmative Actions as set forth in this Agreement. C. As applicable, Agency's use of consultants and sub -consultants shall adhere to the requirements of Metropolitan's Business Outreach Program as provided herein. City of Santa Ana 5 Agreement No. 189280 25B-46 6. Metropolitan's Maximum Amount Payable and Reimbursement Procedure a. Metropolitan's payment for the study is not to exceed $122,796 or fifty (50) percent of the total cost expended per task as established in Exhibit A, whichever is less. Agency shall be responsible for all costs in excess of Metropolitan's match payment. b. Agency must include documentation in the invoice that it did reimburse responsible parties for the costs in the invoice period. The invoice should include a cover letter with a brief summary of the work completed under the costs invoiced and a discussion of any milestones reached or problems encountered during the period invoiced. C. For each invoice, Metropolitan will pay up to seventy-five (75) percent of eligible reimbursable costs and will withhold twenty-five (25) percent of eligible reimbursable costs in retention until a final report is submitted and accepted by Metropolitan. Agency shall promptly notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached $92,100 (75% of maximum amount allowable). d. In -kind services are not eligible for reimbursement and shall not be included in Agency invoices to Metropolitan. In -kind services include, but are not limited to, work performed by staff of Agency or staff of Agency's participating entities contributing funding to Study, and related expenses (e.g., travel, overhead, etc.). e. Eligible costs include work starting no earlier than January 8, 2019, which is in compliance with the requirements of this Agreement and as set forth in Exhibit A. Metropolitan will accept costs for work performed before the effective date of the Agreement and on or after January 8, 2019, which is the date Metropolitan's Board of Directors gave final authorization to enter into Future Supply Actions Funding Program agreements. f. All invoices related to the Study must be submitted by Agency to Metropolitan by August 31, 2021 to be considered for payment under the provisions of this agreement. Invoices received after August 31, 2021 will not be paid unless City of Santa Ana 6 Agreement No. 189280 25B-47 Metropolitan, in its sole discretion, grants Agency, in writing, an extension of time to complete the work and submit its invoices. 7. Billings and Payments a. Agency shall submit monthly invoices to Metropolitan's Accounts Payable Section, whose email address is AccountsPavableBusinessC@mwdh2o.com, and provide a copy to the Agreement Administrator at dbentley@mwdh2o.com. Agency address change must be submitted in writing to Metropolitan's Professional Services Contracting Team, at AgreementAddressChange@mwdh2o.com. Without proper notification of an address change, Agency's invoice payment may be delayed. b. The individual listed in the agreement as Agency's Agreement Administrator or other identified designee shall sign and certify the invoice to be true and correct to the best of his/her knowledge. Agency's invoices shall include the following information: i. Agency is to provide all the relevant information required by Exhibit B — Sample Invoice, attached to this Agreement, when submitting its invoices to Metropolitan. ii. Agency's consultant and sub -consultant labor charges shall be itemized by date of service, employee name, title/classification, corresponding labor rate, number of hours worked, description of work performed, total amount due for labor charges, and shall include the following affirmation: "By signing this invoice, Agency certifies that work described herein is an accurate and correct record of services performed for Metropolitan under this agreement and this work has not been billed on any other client or study partner invoices." iii. Invoices shall itemize allowable expenses and include receipts for which reimbursement is sought for any items over Ten Dollars City of Santa Ana 7 Agreement No. 189280 r ($10.00). Attached receipts should itemize each cost and provide descriptive information so that expenses are separately identified. iv. Agency shall attach a copy of each consultant and sub -consultant invoice for which reimbursement is sought. Consultant's and sub - consultants invoices shall set forth the actual rates and expenses charged to Agency. C. Subject to the approval of the Agreement Administrator, Metropolitan shall make payment to Agency 45 days after date of the invoice. Metropolitan will reject incomplete and inaccurate Agency invoices and will return such invoices to Agency within 45 days after the date of the invoice. In such cases of rejected invoices, Agency will submit a new, corrected invoice with a new invoice number and new date. Metropolitan will not approve payment to Agency until a full, complete, and accurate invoice has been submitted. Agency's invoices submitted 90 days after completion of work, may be delayed or not paid. d. The final invoice shall be clearly marked "FINAL INVOICE." It shall be submitted afterthe final report is accepted by Metropolitan and should include a request for the release of the 25 percent retention. 8. Reporting Requirements a. Agency shall submit to Metropolitan semi-annual progress reports within 45 days of the end of the preceding six month periods, in accordance with the reporting schedule in Exhibit A and Agency shall include, at a minimum, the items listed in Exhibit C, Semi-annual Progress Report Format. Agency shall document all activities and expenditures to date in the semi-annual reports. The submittal of these reports is a requirement for ongoing disbursement of funds. b. Agency shall prepare and submit to Metropolitan, upon completion of the Study, a Final Report, which shall include, at a minimum, the items listed in Exhibit D, Final Report Format. The Final Report shall be provided in hard copy 3 copies and in digital format prior to final payment of funds retained by Metropolitan. City of Santa Ana 8 Agreement No. 189280 25B-49 C. Agency shall prepare and deliver a presentation on the findings of the study during a concluding symposium scheduled and organized by Metropolitan. d. Failure of an Agency to submit progress reports or the final report within the timeframe established in Exhibit A or within any authorized extension of time will be a breach of this Agreement. 9. Business Outreach Program It is the policy of Metropolitan Water District to solicit participation in the performance of all construction, professional services, procurement contracts, supplies, and equipment procured by Metropolitan by all individuals and businesses, including but not limited to small businesses, locally owned businesses, women, minorities, disabled veterans, and economically disadvantaged enterprises. In performing services under this Agreement, Agency shall endeavor to further this policy whenever practicable. 10. Successors and Assignment This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Agency, including its participating entities, consultants, and sub -consultants, shall not assign or transfer its interest in this Agreement. 11. Use of Materials Metropolitan will make available to Agency such materials from its files as may be required by Agency to perform services under this Agreement. Such materials shall remain the property of Metropolitan while in Agency's possession. Upon termination of this Agreement and payment of outstanding invoices of Agency, or completion of work under this Agreement, Agency shall turn over to Metropolitan any property of Metropolitan in its possession and any calculations, notes, reports, electronic files, or other materials prepared by Agency in the course of performing the services under this Agreement. 12. Intellectual Property a. All intellectual property pursuant to this Agreement shall be owned by Agency and Agency hereby grants Metropolitan and its member public agencies a perpetual, City of Santa Ana 9 Agreement No. 189280 25B-50 nonexclusive license, at no cost, to use the intellectual property developed in the course of the work performed under this Agreement by Agency or any contractor and consultant working on Study as described in Exhibit A. As used herein, the term "intellectual property' includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, other confidential information and software. b. Agency agrees that all results produced in the performance of this Agreement may be released to the public. C. Metropolitan may utilize any material prepared or utilize work performed by Agency pursuant to this Agreement, including computer software, in any manner which Metropolitan deems proper without additional compensation to Agency. Agency shall have no responsibility or liability for any revisions, changes, or corrections made by Metropolitan, or any use or reuse pursuant to the paragraph unless Agency accepts such responsibility in writing. d. Agency shall include the following language in its agreement with any consultant or contractor retained by Agency to work on the Study: "All intellectual property developed pursuant to this Agreement is owned by Agency. As used herein, the term 'intellectual property' includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, other confidential information and software created or prepared pursuant to this agreement." e. Agency shall promptly notify Metropolitan, in writing, of all intellectual property conceived or developed in the course of Agency's work for Metropolitan under this Agreement. 13. Nonuse of Intellectual Property of Third Parties Agency shall not use, disclose or copy any intellectual property of any third parties in connection with work carried out under this Agreement, except for intellectual property for which Agency has a license. Agency shall indemnify and hold Metropolitan harmless against all claims raised City of Santa Ana 10 Agreement No. 189280 25B-51 against. Metropolitan based upon allegations that Agency has wrongfully used intellectual property of others in performing work for Metropolitan. 14. Representations Each Party represents that it is represented by legal counsel, that it has reviewed this Agreement and agrees that: a. This Agreement is legally enforceable; b. Payments made by Metropolitan to Agency pursuant to this Agreement are a legal use of Metropolitan's funds; and, C. Metropolitan may legally recover the costs incurred by Metropolitan pursuant to this Agreement in the water rates charged to its Member Agencies, including Agency. 15. Legal Requirements Agency shall secure and maintain all licenses or permits required by law and shall comply with all ordinances, laws, orders, rules, and regulations pertaining to the work. 16. Guarantee and Warranty a. Agency guarantees and warrants that the work shall be performed and completed in accordance with generally accepted industry standards, practices, and principles applicable to the work. b. Metropolitan's representatives shall at all times have access to the work for purposes of inspecting same and determining that the work is being performed in accordance with the terms of this Agreement. 17. Access to Metropolitan Premises a. At least two business days in advance of any work to be performed on Metropolitan premises, Agency shall provide to the Agreement Administrator the names of its personnel or sub -consultant personnel requiring access to Metropolitan premises, intended work locations, and durations of work. The City of Santa Ana 11 Agreement No. 189280 25B-52 Agreement Administrator shall provide to the Security team manager or his designee written notification listing the names of the individuals requiring access, explaining the business need for these individuals to receive the requested access, and reflecting his/her approval. Except in extraordinary circumstances, all work on Metropolitan's premises shall be scheduled during Metropolitan's normal working days and hours. Metropolitan shall make a good faith effort to accommodate Agency's request, however, Metropolitan's operations and other conflicts may require rescheduling all or part of Consultant's work. 18. Indemnity a. Agency assumes all risk of injury to its employees, agents, consultants, sub - consultants, and contractors, including loss or damage to property, in the performance of this Agreement, except for those losses due to Metropolitan's negligence, recklessness or willful misconduct. b. Agency shall defend, indemnify, and hold harmless Metropolitan, its Board of Directors, officers, employees, and agents from and against all claims, suits, or causes of action for injury to any person or damage to any property to the proportionate extent arising out of, pertaining to, or related to Agency's and its participating entities', consultants', and sub -consultants' negligence, recklessness or willful misconduct in the performance of this Agreement, including any claims, suits, or causes of action by any employee of the Agency and its participating entities, consultants, and sub -consultants relating to his or her employment status with Metropolitan and/or rights to employment benefits from Metropolitan. 19. Insurance a. Agency shall procure and maintain for the duration of this Agreement insurance, or a program of self insurance, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Agency and its participating entities, consultants, and sub - consultants, and their agents, representatives, or employees. City of Santa Ana 12 Agreement No. 189280 25B-53 b. Agency shall sustain proof of insurance coverage in an updated ACORD form (attached hereto as Exhibit E), or equivalent, and incorporated by reference, during the term of this Agreement. Failure to provide the updated insurance ACORD form, or equivalent, annually may result in the withholding of Agency's invoice payment. Agency shall list the agreement number on the ACORD form, or equivalent, and email to Metropolitan's Agreement Administrator at dbentlev@mwdh2o.com and a copy to Ar;reementlnsurance@mwdh2o.com or fax to 213-576-6158. C. Minimum Scope of Insurance Coverage shall be at least as broad as: L Insurance Services Office Commercial Liability coverage (occurrence Form CG0001). ii. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1, (any auto). iii. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. iv. Professional Liability or Errors and Omissions Liability insurance appropriate to the Agency's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability." d. Minimum Limits of Insurance Agency shall maintain limits no less than: i. General Liability: Including operations, products and completed operations as applicable, $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the study or City of Santa Ana 13 Agreement No. 189280 25B-54 location, or the general aggregate limit shall be twice the required occurrence limit. ii. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii. Workers' Compensation: Shall be furnished in accordance with statutory requirements of the State of California and shall include Employer's Liability coverage of $1,000,000 per accident for bodily injury or disease. iv. Professional Liability or Errors and Omissions Liability: $1,000,000 per claim, with a $2 million aggregate. e. Deductibles and Self -Insurance Retentions: Any deductibles or self -insured retentions must be declared to and approved by Metropolitan. At the option of Metropolitan, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respect to Metropolitan, its officers, officials, employees, agents and volunteers; or the Agency shall provide a financial guarantee satisfactory to Metropolitan guaranteeing payment of losses and related investigations, claim administration and defense expenses. f. Verification of Coverage: Agency shall furnish Metropolitan with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements and certificates are to be received and approved by Metropolitan prior to the commencement of work. Metropolitan reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting coverage, and coverage binders required by these specifications at anytime. g. Acceptability of Insurers: Insurance is to be placed with California admitted insurers with a current A.M. Best's rating of no less than A:VIII. A non -admitted carrier may be used with prior approval from Metropolitan, with an A.M. Best City of Santa Ana 14 Agreement No. 189280 25B-55 rating of no less than A: X. an exception to these standards will be made for the State Compensation Insurance Fund when not specifically rated. h. General Liability and Automobile Liability Endorsements: The commercial general liability policy and automobile policies are to contain, or be endorsed to contain, the following provisions: i. Metropolitan, its officers, officials, employees and agents are to be covered as additional insureds as respect to liability arising out of work or operations performed by or on behalf of the Agency; or automobiles owned, leased, hired or borrowed by the Agency. ii. For any claims related to this study, the Agency's insurance coverage shall be primary insurance as respect to Metropolitan, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Metropolitan, its officers, officials, employees or agents shall be excess of the Agency's insurance and shall not contribute with it. iii. Each insurance policy required by this clause shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to Metropolitan. iv. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. i. Other Endorsements and Insurance Provisions i. All rights of subrogation under the property insurance policy (if the policy is required) have been waived against Metropolitan. City of Santa Ana 15 Agreement No. 189280 25B-56 ii. The workers' compensation insurer, agrees to waive all rights of subrogation against Metropolitan for injuries to employees of the insured (Agency) resulting from work for Metropolitan or use of Metropolitan's premises or facilities. iii. If General Liability, Pollution and/or any Asbestos Pollution Liability and/or professional liability or Errors & Omissions coverage are written on a claims -made form: 1) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained for at least five (5) years after completion of the contract work. On Metropolitan's request, Agency shall provide evidence of insurance verifying that coverage is/was in effect during said five- year period. 3) If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a "Retro Date" prior to the contract effective date, the Agency must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 4) A copy of the claims reporting requirements must be submitted to Metropolitan for review if requested. 20. Audit a. Agency shall be responsible for ensuring the accuracy and propriety of all billings and shall maintain all supporting documentation for the period specified below. b. Metropolitan will have the right to audit Agency's invoices and all supporting documentation for purposes of compliance with this Agreement during the term City of Santa Ana 16 Agreement No. 189280 25B-57 of this Agreement and for a period of three years following completion of services under this Agreement. Agency shall be responsible for maintaining the supporting documentation for a period of three years following completion of services under this agreement C. Upon reasonable notice from Metropolitan, Agency shall cooperate fully with any audit of its billings conducted by Metropolitan and shall permit access to its books, records and accounts as may be necessary to conduct such audits. 21. Equal Employment Opportunity, Affirmative Action, and Notification of Employee Rights Under the NLRA Metropolitan is an equal opportunity employer and a federal contractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), and 41 CFR 60-741.5(a) and that these regulations are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status, or disability. The parties additionally agree that, as applicable, they will abide by the written affirmative action program requirements of 41 CFR 60-1.40, 41 CFR 60-300.40, and 41 CFR 60-741.40. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. The parties further agree that, as applicable, they will abide by the requirements of Federal Acquisition Regulation Clauses 52.222-26 (Equal Opportunity), 52.222-35 (Equal Opportunity for Veterans), 52.222-36 (Affirmative Action for Workers with Disabilities), and 52.222-40 (Notification of Employee Rights Under the National Labor Relations Act) and that these City of Santa Ana 17 Agreement No. 189280 25B-58 regulations are incorporated herein by reference. Agency agrees to submit to Metropolitan evidence of compliance with this section, as applicable, within 30 days of a request. 22. Prohibited Relationships with Sanctioned Countries and Persons Agency represents and warrants that both 1) Agency, and 2) to Agency's knowledge, its directors, officers, employees, subsidiaries, participating entities, consultants, and sub -consultants, are not engaged in any business transactions or other activities prohibited by any laws, regulations or executive orders relating to terrorism, trade embargoes or money laundering ("Anti -Terrorism Laws'), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), the Patriot Act, and the regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, including those parties named on OFAC's Specially Designated Nationals and Blocked Persons List. Agency is in compliance with the regulations administered by OFAC and any other Anti -Terrorism Laws, including the Executive Order and the Patriot Act. In the event of any violation of this section, Metropolitan shall be entitled to immediately terminate this Agreement and take such other actions as are permitted or required to be taken under law or in equity. 23. Conflict of Interest and Gift Restrictions a. Agency represents that it has advised Metropolitan in writing prior to the date of signing of this Agreement of any known relationships with a third party, 'Metropolitan's Board of Directors, or employees which would (1) present a conflict of interest with the work performed under this Agreement, (2) prevent Agency from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information. b. Agency is hereby notified that Sections 7130 and 7131 Metropolitan's Administrative Code, the California Political Reform Act ("PRA") and regulations of the Fair Political Practices Commission ("FPPC") prohibit Metropolitan Board members, officers and employees from receiving or agreeing to receive, directly or indirectly, any compensation, reward or gift from any source except from his or her appointing authority or employer, for any action related to the conduct of City of Santa Ana 18 Agreement No. 189280 25B-59 Metropolitan's business, except as specifically provided in the Administrative Code Sections 7130 and 7131, the PRA and FPPC regulations. Agency agrees not to provide any prohibited compensation, reward or gift to any Metropolitan Board member, officer or employee. 24. Use of Metropolitan's Name Agency and its participating entities, consultants, and sub -consultants shall not publish or use any advertising, sales promotion, or publicity in matters relating to services, equipment, products, reports, and material furnished by Agency and its participating entities, consultants, and sub -consultants in which Metropolitan's name is used, or its identity implied without the Agreement Administrator's prior written approval. This provision survives the termination of this Agreement. 25. Termination a. Metropolitan may terminate this Agreement with or without cause by providing written notice to Agency not less than thirty days prior to an effective termination date. Metropolitan's only obligation in the event of termination will be payment of fees and expenses incurred, including any retainage withheld by Metropolitan, in conformity with this Agreement up to and including the effective date of termination. b. Agency may terminate this Agreement with or without cause by providing written notice to Metropolitan not less than thirty days prior to an effective termination date. Metropolitan's only obligation in the event of termination will be payment of fees and expenses incurred in conformity with this Agreement up to and including the effective date of termination. C. This Agreement may be terminated by Metropolitan upon written notice to the Agency if work on the Study has not started by January 31, 2020. City of Santa Ana 19 Agreement No. 189280 25B-60 26. Force Majeure Events a. Excuse to Performance: In addition to specific provisions of the Agreement, lack of performance by any Party shall not be deemed to be a breach of this Agreement, where delays or defaults are due to acts of God, or the elements, casualty, strikes, lockouts, or other labor disturbances, acts of the public enemy, orders or inaction of any kind from the government of the United States, the State of California, or any other governmental, military or civil authority (other than Metropolitan, or another party to this Agreement), war, insurrections, riots, epidemics, landslides, lightning, droughts, floods, fires, earthquakes, civil disturbances, freight embargoes, or any other inability of any Party, whether similar or dissimilar to those enumerated or otherwise, which are not within the control of the Party claiming such inability or disability, which such Party could not have avoided by exercising due diligence and care and with respect to which such Party shall use all reasonable efforts that are practically available to it in order to correct such condition (such conditions being herein referred to as "Force Majeure Events"). b. Responding to Force Majeure Events: The Parties agree that in the event of a Force Majeure Event which substantially interferes with the implementation of this Agreement, the Parties will use their good faith efforts to negotiate an interim or permanent modification to this Agreement which responds to the Force Majeure Event and maintainsthe principles pursuantto which this Agreement was executed. City of Santa Ana 20 Agreement No. 189280 25B-61 27. Notices Any notice or communication given under this Agreement shall be effective when deposited, postage prepaid, with the United States Postal Service and addressed to the contracting parties as follows: Metropolitan Water District of Southern California Post Office Box 54153 Los Angeles, CA 90054-0153 Attention: Mr. Don Bentley City of Santa Ana 20 Civic Center Plaza Santa Ana, CA Attention: Clerk of Council With copy to: Executive Director, Public Works Agency (at same address) Either party may change the address to which notice or communication is to be sent by providing advance written notice to the other party. 28. Severability If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby. 29. Jurisdiction and Venue This Agreement shall be deemed a contract under the laws of the State of California and for all purposes shall be interpreted in accordance with such laws. Both parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the proper venue of any action brought thereunder is and shall be Los Angeles County, California. 30. Waiver No delay or failure by either party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision of this Agreement. A waiver to be valid shall be in City of Santa Ana 21 Agreement No. 189280 25B-62 writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver. 31. Entire Agreement a. This writing contains the entire agreement of the parties relating to the subject matter hereof; and the parties have made no agreements, representations, or warranties either written or oral relating to the subject matter hereof which are not set forth herein. Except as provided herein, this Agreement may not be modified or altered without formal amendment thereto. b. Notwithstanding the foregoing, and to realize the purpose of this Agreement, the Agreement Administrator may issue a written modification to the Scope of Work, if this modification will not require a change to any other term of this Agreement. 32. Joint Drafting Both parties have participated in the drafting of this Agreement. City of Santa Ana 22 Agreement No. 189280 25B-63 Signature Page IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date last written below. CITY OF SANTA ANA Kristine Ridge City Manager THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA Jeffrey Kightlinger General Manager By: By: Fuad Sweiss, PE, PLS Brad Coffey Executive Director Of Public Works Agencc Manager, Water Resource Management Date: APPROVED AS TO FORM: Sonia Carvalho City Attorney J n M.Funk Assistant City Attorney Date: 11-8-19 Analyst Initials: agr# - date Attachments ATTEST: Date: APPROVED AS TO FORM: Marcia L. Scully General Counsel Bv: Deputy General Counsel Date: Daisy Gomez Clerk of the Council City of Santa Ana 23 Agreement No. 189280 25B-64 Exhibit A- Scope of Work Restoration of Local Recharge Sources from Invasive Dreissenid Mussels 1.0 Study Objective The purpose of the Study is to evaluate a potential treatment method, other than desiccation, that can be used to eradicate existing quagga mussel infestations and prevent the potential spread of quagga mussels. If such a method is identified, it could lead to restoring the use of facilities for recharge of local water sources, such as stormwater. - 2.0 Background Information In January 2007, quagga mussels (Dreissena bugensis) were discovered at a marina in the Nevada portion of Lake Mead, and two other lakes on the Colorado River, Lake Mohave and Lake Havasu. Soon thereafter, the mussels spread through the Metropolitan Water District of Southern California's (MWD's) Colorado River Aqueduct (CRA) as far south as Lake Skinner, near Temecula. As of December 2017, quagga mussels have been detected in 43 locations in California. So far, State Water Project (SWP) aqueducts and reservoirs have not been impacted, although there were detections of quagga mussels in Pyramid Lake and other areas of the SWP in December 2016. To minimize the spread of quagga mussels, MWD chlorinates CRA water, starting at Copper Basin reservoir, close to the eastern end of the CRA and at other locations, such as Lake Matthews. Despite this effort, quagga mussels have infested reservoirs used for capture of local runoff as well as rivers, streams and canals used to convey both local supplies and imported supplies to groundwater replenishment facilities. This is important because multiple entities that recharge local water sources, such as storm water, use many of the same facilities to recharge imported water. As a result, the presence of quagga mussels presents a barrier to the efficient use of these dual use facilities and has affected the ability to maximize the capture and recharge of local supplies, such as storm water. As an example, Irvine Lake, which is owned and operated by the Irvine Ranch Water District (IRWD), receives both imported CRA water and local storm flow. Downstream of Irvine Lake are OCWD's Santiago Basins which are open gravel pits that were converted to groundwater replenishment facilities in the early 1990s. In the 1990s, water from Irvine Lake was discharged to Santiago Basins via Santiago Creek for groundwater replenishment. These deliveries are no longer possible due to the presence of the quagga mussel in Irvine Lake and the potential for infesting Santiago Creek and Santiago Basins. On the San Gabriel River, multiple entities, including the Main San Gabriel Basin Watermaster and the Water Replenishment District of Southern California (WRD) divert storm water from the San Gabriel River into spreading grounds adjacent to the river. In October 2017, MWD found City of Santa Ana 24 Agreement No. 189280 25B-65 quagga mussels in the San Gabriel River that came from deliveries of MWD water. Although steps were taken to desiccate the river and prevent the spread of quagga mussels, it is possible that further infestations will occur and hamper the use of the San Gabriel River and associated spreading facilities for the capture and recharge of local storm water. In the Santa Clara River watershed, United Water Conservation District (UWCD) captures storm flows from the Piru Creek watershed in Lake Piru, as well as imports a small amount of SWP water from Pyramid Lake. UWCD then releases the stored water in late summer, recharging the downstream groundwater basins, including the coastal Oxnard Plain. When Lake Piru became infested with quagga mussels in late 2014, the California Department of Fish and Wildlife (CDFW) ordered UWCD to limit discharges to downstream recharge facilities, to limit the spread of quagga mussels. UWCD's downstream recharge facilities are the primary source for the cities of the Oxnard Plain, which are also served by MWD via its member agency Calleguas Municipal Water District (Calleguas). Groundwater has historically provided approximately half of the water for this portion of Calleguas' service area. Quagga mussel -induced limitations on UWCD's groundwater recharge will shift additional burden onto Calleguas and MWD. UWCD is currently working with CDFW, U.S. Fish and Wildlife, and National Marine Fisheries Service to develop an eradication plan for Lake Piru using EarthTec QZ that could potentially be implemented within the next few years. California Department of Fish and Wildlife Regulations The California Department of Fish and Wildlife (CDFW) has a mandate to prevent the spread of quagga mussels. As a result, CDFW requires the preparation of Dreissenid Mussel Monitoring, Response and Control Plans (Plan) for any facility that is impacted. Desiccation is the primary method of mitigating for quagga mussel infestations. Although desiccation can work for isolated spreading grounds, it is less feasible in rivers and streams and impossible in large reservoirs unless they can be fully drained. For OCWD, the Plan contains a requirement that OCWD use imported water for recharge only in basins that can be desiccated (dried out) for two weeks. In addition, these basins must be drained and dried prior to the storm season to prevent potential conveyance of quagga mussels -laden water to other basins or to the Santa Ana River. Moreover, one of the most effective recharge facilities, the Santa Ana River, cannot be fully utilized because it cannot be fully desiccated. These restrictions present a barrier to both the recharge of imported water and the capture of storm water, which reduces the recharge of local supplies and the overall efficiency of groundwater replenishment operations. The recharge of imported and storm water are considered together because OCWD, as with other entities, use their facilities for storage, conveyance and recharge of both sources of supply. The WRD has also been affected by the potential for infestations of waterways used to convey both imported and storm water by quagga mussels. The Los Angeles County Department of Public Works (LACDPW) owns the conveyance and spreading facilities used by WRD for the recharge of storm water, recycled water and imported water. Due to the potential for quagga mussel infestations, imported deliveries from the Colorado River have not been approved by City of Santa Ana 25 Agreement No. 189280 25B-66 LACDPW for many years. When deliveries were made in 2017, an infestation of quagga mussels was found in the San Gabriel River in October 2017 even though the supplies were mostly from the SWP. Restoring Local Recharge Sources The purpose of the Study is to evaluate a potential treatment method, other than desiccation, that can be used to eradicate existing quagga mussel infestations and prevent the potential spread of quagga mussels. In 2016, Trussell conducted an extensive literature review for OCWD of potential treatment technologies for the quagga mussel, including free chlorine, chloramines, ozone, ultraviolet radiation, and potassium permanganate. Proprietary molluscicides were not considered in this Study. Trussell found that the literature contains many studies examining treatment for adult mussels, but limited research on veligers. The veliger stage is the final larval stage of the quagga mussel, when they are mobile, having two ciliated flaps for swimming and feeding. Of the treatment methods examined, chlorine, chloramine and ozone were found to have promise; however, they present several challenges, such as needing quenching prior to discharge to a stream or river (chlorine, chloramine), formation of disinfection byproducts (chlorine), and high capital costs (ozone). In fact, one of the constraints that MWD faces with chlorine dosing at Lake Matthews is the formation of disinfection byproducts. An alternative method of treating for quagga mussels is EarthTec QZ, which is an EPA -registered molluscicide for prevention and control of quagga and zebra mussels. This product has been shown to be effective in eradicating quagga mussels and veligers in samples obtained from Lake Mead. Based on the Lake Mead study, an EarthTec QZ concentration of 3 mg/L, which produces a copper concentration of 0.18 mg/L, resulted in complete veliger mortality within 30 minutes. The effectiveness of EarthTec QZ and moderate cost, which is estimated at $20/acre-feet (for EarthTec QZ concentration of 3 mg/L), suggest that it has the potential be a cost-effective method to safely treat impacted sources of water, such as local reservoirs and imported water supplies; however, site -specific testing is needed to develop the proper dose required in local sources and to obtain approval by CDFW. Eventual approval by CDFW will allow for expanded use of currently infested facilities and open the use of facilities that are not currently infested, which would reduce barriers to groundwater replenishment, including the recharge of local supplies such as storm water. 3.0 Study Description OCWD staff, along with Trussell, would conduct the Study. In general terms, the Study will test the response of quagga veligers to various doses of EarthTec QZ at five locations: Lake Matthews, OCWD's OC-28 connection in Anaheim, Lake Piru, MWD connection CenB-28, and one other location to be determined. Live veligers would be collected at each location. Subsets of the collected veligers would be exposed to different concentrations of EarthTec QZ and their response would be monitored overtime. This work would be conducted in existing or temporary field labs located at or near where the veliger samples are collected. This is important to minimize the potential for veliger die -off during transport. City of Santa Ana 26 Agreement No. 189280 25B-67 In addition to examining the effectiveness of EarthTec QZ on quagga veligers, the Study includes an assessment of the toxicity of EarthTec QZ for aquatic species — other than quagga veligers. This work will be conducted in parallel with the dose -response veliger testing. Trussell will consult with aquatic microbiology experts, CDFW staff, review available literature, and examine regulations to evaluate the water quality impacts of EarthTec QZ. Up to eight meetings are budgeted to ensure there is maximum collaboration with all Study stakeholders at all stages of the Study. Participating Entities and Supporting Entities Participating entities include: • Orange County Water District • Water Replenishment District of Southern California • United Water Conservation District • Main San Gabriel Watermaster • Central Basin Municipal Water District • California Department of Fish and Wildlife (CDFW) • California Department of Water Resources (DWR) All the listed entities above, except for CDFW and DWR, are contributing financially to this Study. CDFW and DWR are contributing staff time and providing technical assistance to the Study. 4.0 Description of Tasks Task 1 Evaluation of EarthTec QZ Veliger Treatment Bench scale testing will be completed at five surface water locations to establish quagga mussel veliger dose -response curves with exposure to EarthTec QZ and determine the lowest concentration that could be used to kill quagga veligers. Testing is proposed at: • Lake Matthews, • OCWD's OC-28 connection in Anaheim, • Lake Piru, and; • MWD's CenB-28 connection • One additional site to be identified in cooperation with Study partners. Each site will be assessed for any available documentation of seasonal changes in veliger populations, and sample collection and testing will be scheduled to target periods of high veliger populations. Samples of raw surface water and quagga mussel veligers will be collected from each of the surface water sites with plankton tow nets. To minimize veliger die -off, all veliger City of Santa Ana 27 Agreement No. 189280 dose -response tests will be completed in field lab space close to the collection sites, with water and veliger samples collected on the same day. Veliger samples will first be assessed for density of live (physically moving or tissue movement of veliger), dead (cracked shells or degraded tissue), or empty shell (with no tissue and only shell remaining). If veliger concentrate contains >1% dead to live veliger density, the plankton collection will not be used. The veliger concentrate will be divided into testing beakers to achieve approximately 100 to 200 live veligers per test replicate, ranging in size from D-shaped (>63 µm) to pediveligers (< 300 µm). If the veliger population size is not large enough to achieve desired densities, at least 30 veligers will be tested per replicate. Four exposure doses of EarthTec QZ will be investigated and a control will be included for each duration, with a maximum of three exposure durations. At least three replicates per exposure dose and duration will be completed and will be tested at a maximum of two temperatures. Once the exposure duration for each test condition is complete, the proportion of live and dead quagga mussels will be analyzed with fast green stain. In addition to the veliger assessment, each test beaker will be evaluated for copper (total and dissolved), dissolved oxygen, conductivity, pH, and temperature at the start of the experiment and at the end of the exposure time. Raw surface water samples will be monitored for total organic carbon (TOC), copper (total and dissolved), dissolved oxygen, conductivity, pH, and temperature. Task 2 Toxicity Assessment An assessment of the toxicity of EarthTec QZ for aquatic species — other than quagga veligers — present in the surface water will be completed in parallel with the dose -response veliger testing (Task 1). Trussell will consult with aquatic microbiology experts, CDFW staff, review available literature, and examine regulations to evaluate the water quality impacts of EarthTec QZ. In conjunction with Task 1 testing, surface water samples will be collected and dosed with EarthTec QZ to assess water quality impacts and toxicity. Slides will be prepared to communicate the proposed test plan. The toxicity testing will include up to three replicates with two doses of EarthTec QZ and assessment of toxicity for two aquatic indicator species. Task 3 Project Management The project team will work closely with OCWD and funding partners to coordinate testing events, provide updates of Study results, and communicate progress on Study activities. Trussell will attend up to eight meetings with project partners and prepare slides to communicate results and progress. City of Santa Ana 28 Agreement No. 189280 25B-69 5.0 Deliverables Task/Subtask Deliverables Submittal Due Date Task 1, Evaluation of EarthTec QZ Veliger Dose -Response Test Plan Q3 2019 Veliger Treatment Technical Memorandum 1 Q4 2020 Test Plan (slides) Q2 2019 Task 2, Toxicity Assessment Technical Memorandum 2 Q4 2020 Draft Report Q2 2021 Tasks 1, 2 Final Reporting Final Report Q3 2021 Symposium Presentation Q4 2021 Task 3, Project Management Slides for project meetings Various 6.0 Cost Estimate Total Study Requested Task No. Task Description Metropolitan Cost Funding Match Task 1, Bench scale testing at five surface water locations Evaluation of to establish quagga mussel veliger dose -response EarthTec QZ curves with exposure to EarthTec QZ and $154,180 $77,090 Veliger determine the lowest concentration that could be Treatment used to kill quagga veligers. Task 2, An assessment of the toxicity of EarthTec QZ for Toxicit y aquatic species—otherthanquaggaveligers— $62,228 $31,114 Assessment present in the surface water will be completed in parallel with the dose -response veliger testing. Coordinate testing events, provide updates of Task 3, Study results, and communicate progress on Project Study activities. Host eight meetings with project $29,184 $14,592 Management partners and prepare slides to communicate results and progress. Totals $245,592 $122,796 City of Santa Ana 29 Agreement No. 189280 25B-70 7.0 Schedule Jan- Apr- Jul- I Oct- Jan- Apr- Jul- Oct- Jan- Apr- Jul- Oct - Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun. Sep Dec 2019 2020 2021 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 0.1 Q2 Q3 Q4 Task Task Name Collect and compile 1 available data Develop Draft Veliger 1 Dose Response Test Plan Stakeholder Review 1 Meeting 1 Finalize Veliger Dose 1 Response Test Plan Conduct Field 1 Sampling/Dose Response Testing 1 Compile Results Semi -Annual Progress 1,2 Report 2019 No. 1 (May 2019 — December 2019)* Conduct Additional 1 Sampling (If needed) Semi -Annual Progress 1,2 Report 2020 No. 1 (January 2020—June 2020) Compile Season 2 1 Results (If needed) Stakeholder Review 1 Meeting 2 (If needed) Prepare Draft 1 Technical Memorandum 1 Review Draft Technical 1 Memorandum 1 Submit Final Technical 1 Memorandum 1 Semi -Annual Progress 1,2 Report 2020 No. 2 (July 2020 — December 2020) City of Santa Ana 30 Agreement No. 189280 25B-71 Jan- Apr- Jul- Jan- Apr- Jul- Oct- Jan- Apr- Jul- Oct - Mar Jun Sep Mar Jun Sep Dec Mar Jun Sep Dec 2019 2020 2021 Q1 Q2 Q3 Jec Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Task Task Name Develop Toxicity Test 2 Plan Stakeholder Review 2 Meeting 1 Finalize Toxicity Test 2 Plan Conduct Toxicity 2 Testing 2 Compile Results Conduct Additional 2 Testing (If needed) _ Compile Season 2 2 Results (If needed) Stakeholder Review 2 Meeting 2 (If needed) Prepare Draft 2 Technical Memorandum 2 Review Draft Technical 2 Memorandum 2 Submit Final Technical 2 Memorandum 2 1,2 Draft Final Report 1,2 Final Report - - Symposium 3 Presentation of Study Findings 3 Project Management *Semi -Annual Progress Report 2019 No. 1 will also include a summary of work conducted on or after January 8, 2019 though June 30, 2019, in accordance with Section 6.e. of this Agreement. City of Santa Ana 31 Agreement No. 189280 25B-72 Reporting Schedule • Semi -Annual Progress Report 2019 No. 1* (July 2019 — December 2019) ... February 15, 2020 • Semi -Annual Progress Report 2020 No. 1 (January 2020—June 2020) ............August 15, 2020 • Semi -Annual Progress Report 2020 No. 2 (Judy 2020 — December 2020) ..... February 15, 2021 • Draft Final Report...........................................................................................................May 31, 2021 • Final Report........................................................................................................... July 31, 2021 • Agency presentation on study findings at concluding symposium .............................. Fall 2021 *Semi -Annual Progress Report 2019 No. 1 will also include a summary of any work conducted on or after January 8, 2019 through June 30, 2019, in accordance with Section 6.e. of this Agreement. City of Santa Ana 32 Agreement No. 189280 25B-73 Exhibit B—Sample Invoice BILL TO Metropolitan Water District of Southern California Accounts Payable Section P.O. Box 54153 Los Angeles, CA 90054-0153 AccountsPayableBusiness@mwdh2o.com INVOICE AGENCY NAME INVOICE DATE INVOICE NUMBER INVOICE PERIOD ADDRESS STUDY NAME CONTACT CONTACT PHONE AGREEMENT NUMBER MAXIMUM AWARD AMOUNT AMOUNT PREVIOUSLY INVOICED AWARD AMOUNT REMAINING ITEMIZED EXPENSES TASK DETAILED DESCRIPTION (e.g., consultant costs and hours, materials and supplies, lab costs, etc.) COST TOTAL COSTS TOTAL ELIGIBLE COSTS (UP TO 50% OF TOTAL COSTS) RETENTION (25% of total eligible reimbursable costs) TOTAL ELIGIBLE REQUEST - RETENTION BY SIGNING THIS INVOICE, AGENCY CERTIFIES THAT WORK DESCRIBED HEREIN IS AN ACCURATE AND CORRECT RECORD OF SERVICES PERFORMED FOR METROPOLITAN UNDER THIS AGREEMENT AND THIS WORK HAS NOT BEEN BILLED ON ANY OTHER CLIENT OR STUDY PARTNER INVOICES. STUDY MANAGER City of Santa Ana 33 Agreement No. 189280 25E3-74 O O z Z p� W W W a � W W cmC C u � o a z z WC C Q Z T D F- N Y m L m N Ln x O m m m a 0 O O Q1 V d a to C Q J z O O W J O a x � x W W a u � W _ Z Z O LL Q Q Q J W Q W m W Q 0 O LL w m a 0 0 O a Q a W O w m W m Q Z z W � W V 0 g O m o O Z_ u z W w V_ m m m O LL O m O Z V F- L" 00 p O w w z > j u -- L O an W Z U w m �0co a a 2u=0 W Z CC W D z ~ O n (� u — Q cc W y CO a z z J o Y Z H un Qa 25B-75 W W V u O O z Z W W u u C7 l7 z z 0 0 J J V V z z c� N Z W N O W ~ m N W a F m c� W C wi W V J J a m O Exhibit C— Semi-annual Progress Reports Agency shall include, at minimum, the following items in the Semi -Annual Progress Reports. 1. Cover Letter Provide a brief description of the submittal, including the amount invoiced in the respective invoice period, a list of items being submitted, and contact information. The letter must be signed and include the following language: "1 am informed and believe that the information contained in this report is true and that the supporting data is accurate and complete." 2. Semi -Annual Progress Report 2.1 Study Status a) Describe work performed during the semi-annual period, by task. b) Describe major accomplishments, such as: i. Tasks achieved ii. Milestones met and deliverables completed iii. Meetings held or attended iv. Press release, etc. c) Where applicable, describe how the activities carried out differed from the plans outlined in the Study Scope of Work. Identify any problems encountered in the performance of the work under this Agreement, and how these matters were addressed. d) If the semi-annual period's objectives were not met, explain why and how these goals will be approached for the next reporting period. 2.2 Cost Information a) Identify costs incurred during the quarter by Agency and each partnering/supporting entity working on the Study. b) Discuss how the actual budget is progressing in comparison to the latest Study budget. Describe any differences that occurred, identifying budget impacts and/or problems encountered, and describe how these matters will be addressed forthe next reporting period. c) Provide a revised budget, by task, if changed from the latest Study budget. 2.3 Schedule Information a) Provide a Study schedule showing actual progress versus planned progress from the latest schedule. b) Discuss how the actual schedule is progressing in comparison to the latest Study schedule. Justify any differences that occurred, identifying schedule impacts and/or problems encountered, and describe howthese matters will be addressed for the next reporting period. c) Provide a revised schedule, by task, if changed from the latest Study schedule. City of Santa Ana 35 Agreement No. 189280 25B-76 Exhibit D — Final Report Format Agency shall include, at minimum, the following items in the Final Report. 1. Cover Letter Provide a brief description of the submittal, including the total amount of funds disbursed, a list of items being submitted, and contact information. The letter must be signed and include the following language: "I am informed and believe that the information contained in this report is true and that the supporting data is accurate and complete." 2. Final Report 2.1 Executive Summary a) Briefly summarize the content of the main report. 2.2 Introduction a) Provide an overview of the work performed and accomplishments achieved throughout the duration of the Study. b) Briefly describe the findings of the study. c) Describe the role/involvement of each partnering/supporting entity and their relationship to the Study. 2.3 Cost Summary a) Include a summary of the costs incurred and of funds disbursed throughout the duration of the Study. b) Provide a comparison between the planned budget in the Agreement and the actual budget. Justify any differences that occurred, identifying budget impacts and/or problems encountered, and how these matters were addressed. 2.4 Schedule Summary a) Include a summary of all tasks accomplished throughout the duration of the Study. b) Provide a comparison between the planned schedule in the Agreement and the actual schedule. Justify any differences that occurred, identifying schedule impacts and/or problems encountered, and how these matters were addressed. 2.5 Study Results and Analysis a) Describe and provide an analysis of the Study results and findings in detail. b) Were the Study goals and objectives as proposed achieved? Explain. c) Discuss any major problems that occurred in meeting the Study goals and objectives, including how, and if, they were resolved. d) Explain how the findings of the Study can be applied to other areas of the region. What types of obstacles, if any, would be anticipated before implementation/application can occur, and how could these matters be addressed? 2.6 Conclusion a) Describe lessons learned. b) Describe the next steps of the Study (e.g., applicability of the results, topics that may require additional research, new programs that should be developed, policy amendments, etc.). City of Santa Ana 36 Agreement No. 189280 25B-77 Exhibit E — ACORD Form or Equivalent ACORDTM CERTIFICATE OF ISSUE DATE MVDDfM INSURANCE P,dnaer THIS CERTITCATE IS ISSUED AS A MATTEROF INFORMA-TION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY TITF. POLICIES BELOW. COMPANIES AFFORDING COYER4GE Campmry CODE SUB -CODE Leger A INSURED Company Leta B Company Ldter C Campany Letter D COVERAGES THISISTOCERT YTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICY PERIOD INDICATED, NOTWITNSTANDHIGANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHERDOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCIUBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LSR iYP60E1NSOHANCE POLICY NMIDE PoLICY EFFECT. POI.tCY E..R LR413 DATE tAD+DDnrcn DATE CoDM"n GENERAL LIABILITY oExsaALAooesOATs s ❑ COMMERCIAL GENERAL LIABILITY ERODOCTS.00Ml=AO3EEOAM s ❑CLAIMSMADE QOCCfJR. PERsoxAL AADVERTLIDlO P➢VRY E ❑ OWNER'S & CONTRACTOR'S PROT. EwcftocaORREx¢ S ME DAMAGE ZANY Dtffi ME) a }.ff➢ICALESPIIa.¢(FNYOa6 PERSON) S COMBPIID AUTOMOBILE LIABILITY s ❑ ANY AUTO eoDv.r ❑ ALL OW NED AUTOS mTORx ❑ SCHEDULEDAUTOS (raeEPmM s ❑ HIRED AUTOS BOna.Y ❑ NON -OWNED AUTOS nuuxY ❑ GARAGE LIABILITY sFERAccmMrD PtOPERTY s E EXCESS LIABILITY RACH ❑ UMBRELLA FORM accuwxcE s ❑ OTHER THAN UMBRELLA FOAM wocascwTE s WORKERS COMPENSATION/ STATUTORY s EMPLOYERS LIABILITY s (EACH ACCIDENT) AND S (OISF,ASE-POLICY L21R) EMPLOYERS'LTABILITY S (DISEASE EACH EMPLOYEE) OTHER ❑ ERRORS AND OMMISSIONS E L'RIME OR➢ISHONESP BOND DESCRIPTION OF OPERATIONS/LOCATTONSNENCLES/RESTRICnONSISPECIAL ITEMS METROPOLITAN, ITS OFFICERS, OFFICIALS, EMPLOYEES AND AGENTS ARE TO BE COVERED AS INSUREDS. INSURANCE VERIFIED ON THIS CERTIFICATE IS APPLICABLE TO AGREEMENT NO. CERTIFICATE HOLDER - CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE Met-Volitan Water District of Southem Califom is EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL P.O. Box 54153, Tcon final Annex DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NA4l ED TO THE Las AngekE California 9W54 _ LEFT. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGA-H ON OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTAME ACORD Rn C.EDDD, [OP 1. City of Santa Ana 37 Agreement No. 189280 25B-78 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE APPROVE SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH ITERIS, INC., TO EXTEND THE TERM BY ONE YEAR TO COMPLETE THE HARBOR BOULEVARD TRAFFIC SIGNAL SYNCHRONIZATION PROJECT (PROJECT NO. 156828) {STRATEGIC PLAN NO. 6, 1 B} /s/Kristine Ridge CITY MANAGER 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 RECOMMENDED ACTION Authorize the City Manager to execute the second amendment to the professional services agreement with Iteris, Inc., to complete the Harbor Boulevard Traffic Signal Synchronization Project, by extending the term by an additional twelve months until December 31, 2020, subject to non - substantive changes approved by the City Manager and City Attorney. There is no change to the agreement amount. DISCUSSION On January 20, 2015, the City Council approved a cooperative agreement with the Cities of Garden Grove, Fountain Valley, and Costa Mesa to implement the grant funded Harbor Blvd Traffic Signal Synchronization Project valued at $1,852,000. The cooperative agreement identifies the City of Santa Ana as the lead agency for implementing the project. The project provides traffic signal improvements, new optimized timing, and two-year maintenance and monitoring of the traffic signal synchronization along Harbor Boulevard. The two-year maintenance and monitoring followed the traffic signal improvements, and timing implementation was completed in May 2018. Therefore, maintenance and monitoring will end in April 2020. At the end of the two-year maintenance and monitoring period, responsibility for ongoing signal timing maintenance will revert to the respective local agencies. On April 21, 2015, the City Council awarded a three-year agreement to Iteris, Inc., in amount not to exceed $755,000 for the design and implementation of the project. Thereafter, the first amendment dated January 19, 2016 increased the agreement by $89,100 for additional system procurement and integration, and extended the term until December 31, 2019. The requested second amendment (Exhibit 1) will extend the agreement an additional twelve months to allow Iteris, Inc., sufficient time to finalize the monitoring phase and to complete financial obligation 25C-1 Approve the Second Amendment to the Agreement with Iteris, Inc. to complete the Harbor Blvd Traffic Signal Synchronization Project December 3, 2019 Page 2 accounting and reporting with all participating agencies. All other terms of the agreement remain unchanged. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency IXX91UTMIGIV Exhibit: 1. Second Amendment to Agreement with Iteris, Inc. 25C-2 aaal 3r01 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT WITH ITERIS, INC. TIES SECOND AMENDMENT to the above -referenced agreement is entered into on December 3, 2019, by and between Iteris, Inc. ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2015-056, dated December April 21, 2015, by which Consultant agreed to perform traffic signal synchronization and related services ("Agreement"). B. On January 19, 2016, the parties entered into First Amendment No. A-2016-08, by which the Agreement was amended to expand the scope of services, to increase the maximum expenditure under the Agreement, and to extend the term through December 31, 2019. C. The Agreement remains in effect, and the Parties now wish to further extend the term to permit completion of the services. The Parties therefore agree: Term, is amended to extend the term of the Agreement for the additional one-year period ending December 31, 2020. 2. Except as modified by this Second Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 4 v -f"L JOWN M. FUNK Assistant City Attorney KRISTINE RIDGE City Manager CONSULTANT Nam a IOL 1-- i Title: VZe (�f�s iYahs�. S�s}evni Pagel of2 25C-3 RECOMMENDED FOR APPROVAL MAD S. SWEISS, PE, PLS Executive Director Public Works Agency Page 2 of 2 25C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE APPROVE A SECOND AMENDMENT TO AGREEMENT WITH DOWNTOWN INC. IN THE AMOUNT OF $500,000 TO PROVIDE CLEAN AND SAFE PROGRAM FOR DOWNTOWN SANTA ANA {STRATEGIC PLAN NO. 3, 4A} /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 si Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO �1��►1�1�1:3q:7 RECOMMENDED ACTION Authorize the City Manager to execute a Second Amendment to the Downtown Clean and Safe Program Services Agreement with Downtown Inc. (DTI) in the amount of $500,000 for the period of January 1, 2020 through December 31, 2020, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 31, 2013, the City executed a Settlement and Release Agreement with Downtown Inc. to fund the downtown's Clean and Safe program for three years in an amount of $400,000 per year. The terms of the Agreement automatically renewed each year. On January 10, 2018, the City terminated the Settlement and Release Agreement and executed a new agreement for Clean and Safe Program Services with Downtown Inc. in the amount of $500,000 per year. The Downtown Clean and Safe Program provides daily litter maintenance, power washing, and security services to the downtown. These crucial maintenance service beautify the downtown district and enhance the image of the commercial core (Exhibit 1). The activity is designed to enhance customer experience, increase commerce, and help to attract and retain new businesses within the district. Funds for these services are made available through increased revenue from patrons that park in the downtown. Staff recommends that the City Council approve the second amendment to the Downtown Clean & Safe Program Agreement with Downtown Inc. in order to maintain a clean and safe downtown area for residents, businesses and visitors. The Clean & Safe Program has the ability to address maintenance issues, mitigate homelessness impacts, and provide a welcoming downtown area for the City. 25D-1 Second Amendment to Clean and Safe Agreement December 3, 2019 Page 2 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 A (Provide a safe and inviting public environment in the downtown (including the Wellness Corridor) through enhanced amenities, improved wayfinding and engaging street/sidewalk design and lighting). FISCAL IMPACT Funds in the amount of $250,000 are available in the Downtown Enhancements and Parking Modernization Plan account (no. 02710133-62300) for expenditure in FY 19-20 for the first six months. The remaining $250,000 will be budgeted in the FY 20-21 budget. Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Budget and Scope of Service 2. Second Amendment APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25D-2 Budget & Scope of Service Downtown Clean & Safe Program 2020 January 1, 2020 - December 31, 2020 I. BUDGET BudgetProposed Clean and Safe Activity Cost Litter Maintenance $ 280,680 Power Washing $ 116,796 Security Guards $ 102,524 Total I $ 500,000 II. SCOPE OF SERVICE - LITTER MAINTENANCE A. PICK UP LITTER AND WASTE "Litter" is defined as, but is not limited to, boxes, cans, papers, containers marked "trash" (or are obviously trash), unwanted or useless materials, or rejected matter. "Waste" includes, but is not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquid or dried matter, oily or sticky substances, and graffiti, etc. Remove litter from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, and store entries. All litter from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. Waste shall be removed from all outside surfaces including, but not limited to, sidewalks, streets, curbs, planters, tree grates, store entries, and trash receptacles. All waste from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming soiled by such waste. Waste removal shall be accomplished by the complete and thorough removal of said substances from the area not by moving it from one surface to another or covering said substances with sand or similar materials. B. CLEAN AND EMPTY TRASH CANS All trash containers within the BID shall be emptied and cleaned. Trash including, but not limited to, boxes, cans, papers, and other containers marked "trash" (or are obviously trash) shall be removed, along with the liner. All trash from such trash receptacles shall be removed from the BID and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. 2 5 D-3 Page t of 5 All trash containers shall be emptied three times per day on a routing basis (morning, early afternoon and evening). Additionally, any trash containers that may become filled prior to the scheduled routing cleaning, particularity between the hours of 11:00 a.m. and 4:00 p.m. daily, shall be emptied as needed. Trash containers should never have accumulated trash or waste above the level of the container. Whether full or not, container shall be emptied and cleaned if it is omitting a foul, rancid, or putrid odor or showing signs of insect or rodent infestation. Insert new liners into trash containers, securing said liners in such a manner as to present a neat uniform appearance and replacing container lids in their correct position. Using a clean cloth or rag, and germicide detergent solution, remove all waste including, but not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquids, dried matter, oily or sticky substances, and graffiti, etc. from the surface of trash containers. Cleaning shall be accomplished by the complete and thorough removal of said substances from the area not by moving it from one surface to another or covering said substances with sand or similar materials. This includes, but is not limited to, the cleaning of the immediate area surrounding the trash containers. C. CLEAN OUTDOOR BENCHES, BOLLARDS AND LIGHT POLES All benches, bollards and light poles within the area shall be cleaned on a regular basis using clean cloths and a detergent solution. Remove all waste including, but not limited to, gum, food remains, excrement, grease, dust, dirt, litter, liquids, dried matter, decals, sticky substances, graffiti, etc. leaving object in "like new" condition. The immediate area surrounding the object shall be cleaned in the same manner. D. CLEAN ALLEYS Alleys shall be clear of trash, waste, shopping carts, pallets, leaves, and excrement. Shopping carts shall be picked up and taken to shopping center parking lot. Boxes shall be flattened and placed securely in trash container in such a manner as to not protrude excessively. Excrement shall be picked up and disposed of properly, and area washed down with proper germicidal solution. The following are alley locations within the Downtown: • 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) • 400 West Fourth Street (south alley) E. CLEAN BUS STOPS Bus stops shall be cleared of waste, litter, shopping carts, leaves, and excrement. Trash containers should never have accumulated trash or waste above the level of the container opening. Trashcan 2 5 D-4 Page 2 of 5 liners shall be replaced accordingly. Excrement shall be picked up, disposed of properly, and area washed down with proper germicidal solution. The following are bus stop locations within the Downtown: • 400 North Main west side of street • 300 North Main east side of street • 200 West 5t' street south side of street • 200 East 5s' street south side of street • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street HI. POWER WASH A. POWER WASH PROCESS "Power wash" is defined as the simultaneous mechanical removal of materials or pollutants from the surface for the pavement, through application of water under pressure with elevated temperatures used in the cleaning process and collection of waste and water. Process used shall leave the area clean and free from stains and of all loose, embedded materials including chewing gum. The cleaning process must not damage the concrete surfaces or the brick paver surface. All gum must be removed from the paver, concrete and other sidewalk surfaces. All gum, dirt, grime, oil, stains and other fluids shall be removed from the sidewalls by using power washing equipment. C. POWER WASH BUS STOPS Bus stop areas are to be cleaned of all debris, bum, dirt, grime, oil, stains and other fluids. The following are bus stop locations within the Downtown: • 400 North Main west side of street • 300 North Main east side of street • 200 West 5s' street south side of street • 200 East 5s' street south side of street • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street D. POWER WASH ALLEYS Alleys are to be cleaned of a debris, bum, dirt, grime, oil, stains and other fluids. The following are alley locations within the Downtown: 2 5 D-5 Page 3 of 5 • 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) • 400 West Fourth Street (south alley) IV. SECURITY A. SECURITY ROLES Patrol, handle calls for service, check for any hazards or safety issues and either mitigate the issue or report it to the proper authority, provide escorts as needed for safety precaution, act as first responder to any emergency situation, conduct investigations as necessary of assigned property and prepare a detailed, accurate and complete report, and communicate with parking structure security guards to share security issues and concerns. V. STAFFING A. Security Team of 4 Guards: Monday - Friday 8:00 AM to 12:00 AM Saturday - Sunday 10:00 AM to 12:00 AM B. Litter Team of 7 Workers: Monday - Sunday 7:00 AM to 9:00 PM C. Power Washing Team of 3 Workers: Monday -Thursday 10:00 PM to 4:00 AM Saturday & Sunday 4:00 AM to 10:00 AM 2 5 D-6 Page 4 of 5 VI. AREA OF SERVICE Santa Ana Business Improvement District. T N RRsr s T r II FTI ❑ ❑ SECOND ST. T9ZE-T-] ❑m❑ Santa Ana Business Improvement District Q BIOBoundaries 25D-7 Page 5 of 5 EXHIBIT 2 SECOND AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM SERVICES AGREEMENT THIS SECOND AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM SERVICES AGREEMENT is entered into this Yd day of December, 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"), and Downtown Incorporated, Inc., a California non-profit corporation ("DTI"). RECITALS A. On January 10, 2018, the City entered into the Downtown Clean and Safe Program Services Agreement #A-2017-325 with DTI to fund the downtown's Clean and Safe Program, which includes a security team, a litter team, and a power washing team ("said Agreement"). The intent of said Agreement is for DTI to receive $500,000 for downtown Clean and Safe Program services each calendar year that such funding is approved by City Council. B. On December 18, 2018, the City entered into a First Amendment to said Agreement with DTI in order to extend the term and add funding for 2019. C. The City hereby approves an additional $500,000 for downtown Clean and Safe Program services for use by DTI in 2020 pursuant to the terms and conditions of said Agreement. D. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to extend the term of said Agreement and add an additional $500,000 for downtown Clean and Safe Program services for the extended term of said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: Pursuant to the terms of said Agreement, the City Council approved an additional $500,000 for downtown Clean and Safe Program services for the 2020 calendar year to be utilized by DTI pursuant to the terms of said Agreement. 2. Section 1.03, Term of Services Agreement, shall be amended to read as follows: "This Services Agreement shall commence on the date first written above and terminate on December 31, 2020, unless terminated earlier in accordance with sections 4.02 or 4.05 below." 3. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. 25D-8 EXHIBIT 2 IN WITNESS WHEREOF, the parties hereto have executed this Approval and Amendment to said Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney RyW O. ge Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager DOWNTOWN INCORPORATED, INC.: Ryan Chase President Tax ID# 26-4051161 25D-9 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE APPROVE SECOND AMENDMENTS TO 2020 DOWNTOWN MERCHANTS FUND OPERATING AGREEMENTS WITH DOWNTOWN INC. AND SANTA ANA BUSINESS COUNCIL ($100,000 PER ORGANIZATION) {STRATEGIC PLAN NO. 3, 4F} /s/Kristine Ri CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2" ° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO �1��►1�1�1:3q:7 RECOMMENDED ACTION 1. Authorize the City Manager to execute the Second Amendment to the Downtown Merchants Fund Operating Agreements for Downtown Inc. in the amount of $100,000 for the period of January 1, 2020 through December 31, 2020, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute the Second Amendment to the Downtown Merchants Fund Operating Agreement with Santa Ana Business Council in the amount of $100,000, for the period of January 1, 2020 through December 31, 2020, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On August 4, 2015, the City Council adopted the Downtown Enhancements and Parking Modernization Plan to address the need to modernize parking structures, enhance public amenities, and address deferred maintenance in the downtown. As part of the Plan, downtown business associations and stakeholders agreed to an increase in parking rates and the implementation of new smart meters in the downtown area with the understanding that increased revenue from these new rates and smart meters would be reinvested back into the downtown. As part of the Plan, it was proposed that a Downtown Merchants Validation Fund be created to fund a validation program for participating business and merchants to reward their customers for using the parking structures. Before implementation, both merchant groups and the City staff determined that a validation program was not feasible due to the administrative burden of such a program. It was recommended that the funds be used by Downtown Inc. and Santa Ana Business Council for continued promotion and marketing of the downtown to complement the annual Business Improvement District funds. 25E-1 Downtown Merchants Fund 2020 December 3, 2019 Page 2 On December 18, 2018, the City Council approved agreements with Downtown Inc. and Santa Ana Business Council in the amount of $100,000 per organization, for the Merchants Fund in lieu of the validation program. These agreements allow for automatic renewal of the terms on a yearly basis upon City Council approval of budgets. The proposed 2020 Merchants Fund Budgets in the amount of $100,000 per organization have been submitted for City Council consideration (Exhibit 1 & 2). Upon City Council approval, this funding will continue to support strong marketing efforts and will allow for successful year-round administration of events for the Downtown as well as additional support during the OC Streetcar construction. In Fiscal Year 2018-19, the Merchants Fund complimented the Business Improvement District funding and brought successful events and promotions that drew thousands of visitors to Downtown Santa Ana. These events and promotions have had significant success through: Monthly First Saturday Artwalk, Savor Santa Ana, Boca De Oro Literary Festival, Santa Ana Media Summit, Santa Ana Sidewalk Sales, and the Downtown Santa Ana newsletter and outreach. Additionally, the funds complement the Downtown Bridal Association, Restaurant Association, Arts Association, and other downtown stakeholder meetings. 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). FISCAL IMPACT Funds in the amount of $100,000 are available in the Downtown Enhancements and Parking Modernization Plan account (no. 02710133-62300) for expenditure in FY 19-20. Funds in the amount of $100,000 for the second half of the agreement term will be included and budgeted in the FY 20-21 budget. APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibits: 1. Second Amendment Merchant Fund for Downtown Inc. 2020 2. Second Amendment Merchant Fund for Santa Ana Business Council 2020 25E-2 EXHIBIT 1 SECOND AMENDMENT TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT FOR DOWNTOWN INC. THIS SECOND AMENDMENT TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT is entered into this Yd day of December, 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"), and the Downtown Inc., a California non-profit corporation ("DTI"). RECITALS A. On January 10, 2018, the City entered into the Downtown Merchants Fund Operating Agreement #A-2017-326 with DTI to create the Downtown Merchants Fund ("DMF") from a portion of downtown parking revenues for continued promotion of the downtown ("said Agreement"). The intent of said Agreement is for DTI to receive $100,000 from the DMF each calendar year that such funding is approved by City Council. B. On December 18, 2018, the City entered into a First Amendment to said Agreement with DTI in order to extend the term, add funding, and incorporate the annual budget for 2019. C. The City hereby approves an additional $100,000 in DMF funds for use by DTI in 2020 pursuant to the terms and conditions of said Agreement. Additionally, the City hereby approves DTI's 2020 DMF Annual Budget. D. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to extend the term of said Agreement, add an additional $100,000 in DMF funding for the extended term of said Agreement, and incorporate DTI's 2020 DMF Annual Budget into said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Pursuant to the terms of said Agreement, the City Council approved an additional $100,000 in DMF funding for the 2020 calendar year to be utilized by DTI pursuant to DTI's 2020 DMF Annual Budget and the terms of said Agreement. 2. Section 1.02, Term, shall be amended to read as follows: "This Agreement shall commence on the date first written above and terminate on December 31, 2020, unless terminated earlier in accordance with sections 4.02 or 4.05 below." 3. Section 2.01, Annual Budget and Program Report, subsection (a), shall be amended to reflect the City's approval of DTI's 2020 DMF Annual Budget, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference. 25E-3 EXHIBIT 1 4. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Approval and Amendment to said Agreement the date and year first above written. F.VU-1: &19 DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney gjAt::� Ryid O. ge Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager DOWNTOWN INC.: Ryan Chase President 25E-4 EXHIBIT 1 EXHIBIT A DOWNTOWN MERCHANTS FUND 2020 DOWNTOWN INC. ANNUAL BUDGET LINE ITEMS SUBLINE ITEMS BUDGET Expenditure Plan Personnel 42,500.00 Insurance 2,500.00 Technology 5,000.00 Office Supplies 1,000.00 Communication 7,500.00 Events/Marketing Savor2020 2,500.00 Holidays 3,500.00 Arlwalk/Arts i 12,000.00 Popups 4,000.00 i Meetings ? 4,000.00 Training/Education 1 250.00 Dues & Subscriptions E 1,250.001 .... _.... _.......................... _........... ..... ........... ........... .... ..... ..... ...... ..... ....... ... ..... ..... ....... ..... ..... ..... ..... ..... ..... ..... _ F... .... ..... ..... ..... ..... ..... ..... ......... ..... ..... _i Professional/Contractors i 10,000.00 i ._.............._................__................_...._...._...._...._...._...._........._._...._...._.........._...._...._...._............_...._...._...._...._F.._...._...._...._..__...._..__.._...._..__...._...._� Audits/Financial Reports ..... ..... ..... .... ..... ...... .... ...... ..... ........... .... ..... .... ..... ...... .................. _.._...._............ ..... ..... ..... ..... _.... i ..... .... .. ..._...._...._...._...._...._...._........__.._...._.. I 4,250.001, Misc. Expenses ! 750.001. TOTAL 100,000.00 ! 25E-5 EXHIBIT 2 SECOND AMENDMENT TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT FOR SANTA ANA BUSINESS COUNCIL THIS SECOND AMENDMENT TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENT is entered into this 3'a day of December, 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"), and the Santa Ana Business Council, a California non-profit corporation ("SABC"). RECITALS A. On January 11, 2018, the City entered into the Downtown Merchants Fund Operating Agreement #A-2017-327 with SABC to create the Downtown Merchants Fund ("DMF") from a portion of downtown parking revenues for continued promotion of the downtown ("said Agreement"). The intent of said Agreement is for SABC to receive $100,000 from the DMF each calendar year that such funding is approved by City Council. B. On December 18, 2018, the City entered into a First Amendment to said Agreement with SABC in order to extend the term, add funding, and incorporate the annual budget for 2019. C. The City hereby approves an additional $100,000 in DMF funds for use by SABC in 2020 pursuant to the terms and conditions of said Agreement. Additionally, the City hereby approves SABC 's 2020 DMF Annual Budget. D. hi accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to extend the term of said Agreement, add an additional $100,000 in DMF funding for the extended term of said Agreement, and incorporate SABC's 2020 DMF Annual Budget into said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Pursuant to the terms of said Agreement, the City Council approved an additional $100,000 in DMF funding for the 2020 calendar year to be utilized by SABC pursuant to SABC 's 2020 DMF Annual Budget and the terms of said Agreement. 2. Section 1.02, Term, shall be amended to read as follows: "This Agreement shall commence on the date first written above and terminate on December 31, 2020, unless terminated earlier in accordance with sections 4.02 or 4.05 below." 25E-6 EXHIBIT 2 Section 2.01, Annual Budget and Program Report, subsection (a), shall be amended to reflect the City's approval of SABC's 2020 DMF Annual Budget, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference. 4. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Approval and Amendment to said Agreement the date and year first above written. ATTEST: DAISY GOMEZ Cleric of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney RyAdO. H ge Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager SANTA ANA BUSINESS COUNCIL.: l I � Rdul Yank President 25E-7 EXHIBIT 2 EXHIBIT A DOWNTOWN MERCHANTS FUND 2020 SANTA ANA BUSINESS COUNCIL ANNUAL BUDGET SUBLINE ITEMS BUDGET Expenditure Plan Professional/Contractors 46,950.00 Professional Services 7,800.00 Office & Administration 700.00 Books & Subscriptions 600.00 Meetings & Education 3,750.00 Printing 3,000.00 Events/Marketing Regional Food Event Savor202O 2,500 Regional Education Event Boca de Oro 2,500 Regional Media Event ke: Santa Ana Media Summit 1,500 City Wide Arts Event Le: Art Round Tables 1,000 Downtown Business Event Downtown Annual Forum 2,500 Downtown Retail Event ke: Bridal Expo 2.500 Educational Pipeline Event i.e: Downtown Threads Fashion Show 2,000 Downtown Place Making i.e: Banners, Plants, Parklets, Lights 2,500 City Wide Community Event i.e: Santa Ana Street Breakfast 2.500 Miscellaneous Event Pop-Up/Event Opportunity 2,000 Marketing 10,000.00 Sponsorships S,700.00 TOTAL 100,000.00 25E-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2019 TITLE: ADOPT A RESOLUTION APPROVING A MASTER PAY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS SECTION 570.5 AND THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (CALPERS) {STRATEGIC PLAN NO. 7,4 & 61 /s/ Kristine CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO December 3, 2019 FILE NUMBER Adopt a Resolution to approve a Master Pay Schedule for all represented and unrepresented employee classifications of the City of Santa Ana covered by a City adopted Classification and Compensation Plan to conform with Title 2 of the California Code of Regulations Section 570.5 listing all employee pay rates on a publicly available master pay schedule approved and adopted by City Council. DISCUSSION CalPERS, pursuant to their interpretation of Title 2 of the California Code of Regulations Section 570.5, recommends all California Public Employees' Retirement System (CaIPERS) employers to maintain their compensation levels in one publicly available document, approved and adopted by the governing body, which must meet all of the following requirements: 1) Has been duly approved and adopted by the employer's governing body in accordance with requirements of applicable public meetings laws; 2) Identifies the position title for every employee position; 3) Shows the pay rate for each identified position, which may be stated as a single amount or as multiple amounts within a range; 4) Indicates the time base, including, but not limited to, whether the time base is hourly, daily, bi-weekly, monthly, bi-monthly, or annually; 5) Is posted at the office of the employer or immediately accessible and available for public review from the employer during normal business hours or posted on the employer's internet website; 6) Indicates an effective date and date of any revisions; 7) Is retained by the employer and available for public inspection for not less than five years; and 8) Does not reference another document in lieu of disclosing the pay rate. 55A-1 Resolution City's Master Pay Schedule November 19, 2019 Page 2 Currently, the City maintains the salary information in the City's Classification and Compensation Plan adopted by the City Council and through approval of Memorandums of Understanding with various labor organizations representing City employees. Following City Council approval of periodical amendments to the City's Classification and Compensation Plan, individual salary agreements, and/or approved salary changes through the collective bargaining process, the approved salary pay rates are incorporated into one master salary schedule. However, this master salary schedule has customarily not been approved by Council as a single document, even though it contains the collective salary information derived from individual Memorandums of Understandings (MOU), individual employment agreements, and/or amendments to the City's Classification and Compensation Plan, which have all been approved by the City Council. CalPERS interprets California Code of Regulations Section 570.5 to require that the City list compensation levels for all positions on one document duly approved and adopted by the City Council. Adoption of this Resolution (Exhibit 1) will comply with CaIPERS' interpretation of the requirements of Title 2 of the California Code of Regulations section 570.5 by affirming the single Master Salary Schedule already on the City's website and publically available and representing all previously approved actions on individual employee classifications set forth as part of the salary schedule. Going forward, the Master Salary Schedule will be submitted to the City Council for approval each time any collective bargaining unit MOU, employment agreement or Resolution amending or restating the City's Classification and Compensation Plan is brought to the City Council for approval. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #7 — Team Santa Ana, Objective #4, Establish employee compensation that attracts and retains a highly qualified workforce, objective #6, Provide a positive workplace environment that supports the health of its employees and celebrates its success, and objective #7 Develop a culture of motivated and innovative leaders in the organization. FISCAL IMPACT Adoption of a Master Salary Schedule has no fiscal impact to the City for preparation or distribution, as the actions already occur. If this Resolution is not adopted, the potential fiscal impact for retiring employees could be significant because CalPERS has stated that if an agency cannot provide a document meeting the requirements of Title 2 of the California Code of Regulations Section 570.5, then CalPERS must determine that the pay amount fails to meet the definition of pay rate. Steven V. Pham Executive Director Human Resources Department Exhibit: 1. Resolution 55A-2 EXHIBIT 1 RESOLUTION NO. 2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO ADOPT RESOLUTION NO. 2019-XXX TO APPROVE A MASTER SALARY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS, SECTION 570.5 AND THE CALIFORNIA EMPLOYEES' RETIREMENT SYSTEM (CALPERS) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. The California Public Employees' Retirement System (CaIPERS), has requested that all CaIPERS employers list their compensation levels on one document, approved and adopted by the governing body, in accordance with Title 2 of the California Code of Regulations section 570.5, and meeting all of the following requirements thereof: 1) Has been duly approved and adopted by the employer's governing body in accordance with requirements of applicable public meetings laws; 2) Identifies the position title for every employee position; 3) Shows the pay rate for each identified position, which may be stated as a single amount or as multiple amounts within a range; 4) Indicates the time base, including, but not limited to, whether the time base is hourly, daily, bi-weekly, monthly, bi-monthly, or annually; 5) Is posted at the office of the employer or immediately accessible and available for public review from the employer during normal business hours or posted on the employer's internet website; 6) Indicates an effective date and date of any revisions; 7) Is retained by the employer and available for public inspection for not less than five years; and 8) Does not reference another document in lieu of disclosing the pay rate. Resolution 2019-xxx Page 1 of 3 55A-3 Section 2: The Master Salary Schedule was previously prepared, publically available, and compiled from information that was already approved and adopted by the City Council pursuant to previous Resolutions Amending and/or Restating the City's Classification and Compensation Plan, employment agreements, and Memorandums of Understanding with various labor organizations representing City employees. Section 3: The City of Santa Ana now desires to formally affirm, adopt and approve the City's "Master Salary Schedule" attached hereto as Exhibit "A" to this Resolution. Section 4: This Resolution is operative from and after the date upon which it is adopted. The effective dates of the pay ranges for each title and job category identified in the Master Salary Schedule are indicated therein. ADOPTED this 3rd day of December, 2019, Miguel A. Pulido Mayor APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. �XDOJa %lJ k. �� Laura A. Rossini Senior Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Resolution 2019-XXX Page 2of2 55A-4 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 December 3, 2019. Date: Daisy Gomez, CIVIC Clerk of the Council City of Santa Ana Resolution 2019-xxx Page 3 of 3 55A-5 y CITY OF SANTA ANA BASIC SALARY AND WAGE SCHEDULE FISCAL YEAR 2019.2020 The City's basic salary and wage schedule provides for a number of ranges of pay rates (salary rate ranges), each comprised of pay steps or rates. The salary rate ranges are Identified by a three -digit number and the steps by the letters AAA to E inclusive. Not all salary rate ranges are comprised of seven steps. For non -management employees the purpose of each step and the length of service required for advancement within the rate range are summarized as follows: For non -management emolovees, represented by SEIU: AAA Step Normal beginning pay rate. AA Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. A Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. B Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. D Step Automatic Increase -After 12 months' service in next lower step. Also maximum hiring rate. E Step Merit Rate - After 12 months' service in next lower step. For non -management employees, represented by CASA: AA Step Normal beginning pay rate. A Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. B Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. D Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. E Step Merit Rate - After 12 months' service in next lower step. Also optional hiring rate. For non -management employees, represented by PDA: A Step Normal beginning pay rate. B Step Automatic Increase -After 6 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also maximum hiring rate. D Step Automatic Increase - After 12 months' service in next lower step. E Step Merit Rate -After 12 months' service in next lower step. NOTE: Certain management classes in Police Services have been designated as "Represented Management" (RM). Such classes are assigned to five (5) step salary rate ranges, the effective range of rates for personnel represented by the Police Management Association (PMA) is five (5) steps, "A" through "E," of the assigned range. Additionally, employees of said classes may be initially appointed at any of the first three steps, Step "A," Step "B," or Step "C" within their applicable rate range, and the length of service required for advancement to the next higher step is one (1) year. For SEIU Part Time Civil Service see Memorandum of Understanding 07/01/2017-12131/2018 Section 4.2 Step Advancement and Exhibit B list of job titles and rate ranges. In the salary schedule matrix found on page 2, each salary range is identified by a three -digit number. The first two digits are listed in the first vertical column on the left and the third digit is listed horizontally across the top and identifies the appropriate column. This three -digit range number locates the starting step ("AAA, AA" or "A") of the range depending on whether the class has been assigned 5, 6 or 7 steps and the subsequent steps ("AA, A," "B," "C," "D" and "E") are found in the column directly below the starting step. For example, "AAA" step of Range No. 501 is found to be $2402 by moving down the left column (Range No.) to the number 50 (the first two digits of the Range No.), then horizontally to column 1 (the third digit of the Range No.). The "AAA" step of $2402 has the remaining directlysteps shown 129I3285 3449-362ow; thus the 1l, seven -step 2-3803-3994-4194. is9-Z523, 50-2782-2921-3067-3221. In the same manner, Range No. 555 is found tobe SALARY SCHEDULE MATRIX 0 1 2 3 4 5 6 7 8 9 45 1874 1883 1992 1902 1911 1921 1930 1940 1950 1960 46 1968 1977 1987 1997 2001 2017 2027 2037 2048 2058 47 2066 2076 2086 2097 2107 2118 2128 2139 2150 2160 48 2169 2179 2190 2201 2212 2223 2234 2246 2257 2268 49 2277 2288 2299 2311 2322 2334 2346 2357 2369 2381 50 2391 2402 2414 2427 2439 2451 2463 2475 2488 2500 51 2511 2523 2536 2548 2561 2574 2587 2600 2613 2626 52 2637 2650 2663 2676 2690 2703 2717 2730 2744 2758 53 2769 2782 2796 2810 2824 2838 2853 2867 2881 2896 54 2907 2921 2936 2950 2965 2980 2995 301.0 3025 3040 55 3052 3067 3082 3098 3113 3129 3144 3160 3176 3192 56 3205 3221 3237 3253 3269 3285 3302 3318 3335 3352 57 3365 3381 3398 3415 3432 3449 3467 3484 3501 3519 58 3533 3550 3568 3586 3604 3622 3640 3658 3676 3695 59 3710 3728 3747 3765 3784 3803 3822 3841 3861 3880 60 3896 3915 3935 3954 3974 3994 4014 4034 4054 4074 61 4091 4111 4132 4152 4173 4194 4215 4236 4257 4278 62 4296 4317 4339 4360 4382 4404 4426 4448 4470 4493 63 4511 4533 4536 4579 4601 4624 4648 4671 4694 4718 64 4741 4764 4787 4810 4834 4858 4882 4906 4930 4954 65 4978 5002 5026 5051 5076 5101 5126 5151 5176 5201 66 5226 5252 5278 5304 5330 5356 5382 5408 5434 5461 67 5488 5515 5542 5569 5596 5623 5650 5678 5706 5734 68 5762 5790 5818 5847 5876 590S 5934 5963 5992 6021 69 6050 6080 6110 6140 6170 6200 6230 6260 6291 6322 70 6353 6384 6415 6446 6478 6510 6542 6574 6606 6638 71 6670 6702 6735 6768 6801 6835 6869 6903 6937 6971 72 7005 7039 7073 7107 1141 7176 7211 7247 7283 7319 73 7355 7391 7427 7463 7499 7535 7571 7609 7647 7695 74 7723 7761 7799 7837 7875 7913 7951 7989 8025 8069 75 8109 8149 8189 8229 8269 8309 8349 8389 8431 8473 76 8515 8557 8599 8641 8683 8725 8767 8809 8853 8997 77 8941 8985 9029 9073 9117 9161 9205 9250 9296 9342 78 9388 9434 9482 9529 9577 9625 9673 9721 9770 9819 79 9857 9906 9955 10005 10055 10105 10156 10207 10258 10309 80 10350 10401 10453 10506 10558 10611 10664 10717 10771 10825 81 10868 10922 10976 11031 11086 11142 11198 112S4 11310 11366 82 11411 11468 11525 11583 11640 11699 11757 11816 11875 11934 83 11982 12041 12102 12162 12223 12284 12345 12407 12469 12532 84 12581 12643 12707 12770 12834 12898 12963 13027 13093 13158 85 13210 13275 13342 13409 13476 13543 13611 13678 13748 13816 86 13871 13939 14009 14079 14150 14220 14292 14362 14435 14507 87 14565 14636 14709 14783 14858 14931 15007 15080 15157 15232 88 15293 15368 15444 15522 15601 15678 15757 15834 15915 15994 89 16058 16136 16216 16298 16381 16462 16545 16626 16711 16794 90 16861 16943 17027 17113 11200 17285 17372 17457 17547 17634 91 17704 17790 17878 17969 18060 18149 18241 18330 18424 18516 92 18589 18680 18772 18867 18963 19056 19153 19247 19345 19442 Page 2 of 25 y • 1� w t�- O Rps§0iR9R mR0 a r a g °t3 W. w O O U 4 Y w 2 (9 O ZZn w Z w — o 6) a U z F F K S�WU" 0 8 z U U o 222� Z y Nl Z Q! µ NA u 0a O O U urJ O �Oj �y, li. u. 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FW FOO� O W N o � ZZ�8 ZZZZ W mr�i1 LL Zp co co Ui U U °�oN O O �s os m "sooss 4 �I z Z x MARV SPECIAL COMPENSATION PROVISIONS: Lower case letters appearing next to certain occupational code numbers In the above listing refer to special compensation provisions, shown below, that may be applicable to certain Incumbents of the classes of employment so identified. Note: SEIU MOU Article V section 7 Limitation on Assignment Pay Differentials Employees hired after 8131/2010 or hired before August 31, 2010, who did not receive assignment pay under section 6.1 of this article prior to June 30, 2013, shall not be eligible to receive it. SEIU MOU Article V section 9 Limitation on Career Development Incentive Ray With the exception of employee classifications listed below*, employees covered by this MOU and already receiving career development Incentive pay under section 5.8 prior to June 30, 2012 and who continue to meet the qualifications described In the applicable career development Incentive pay provisions of section 5,13 shall continue to receive said pay under die current career development Incentive pay formulas. Employees who have not received career development pay prior to June 30, 2012 shall not be eligible to receive It. The employee classificatlons listed below" covered by this MOU and already receiving career development Incentive pay under section 6.8 prior to June 30, 2013 and who continue to meet the qualificatlons described In the applicable career development Incentive pay provisions of section 5.8 shall continue to receive said pay under the current career development Incentive pay formulas, Employees In the classifications listed below who have not received career development pay prior to June 30, 2013 will not thereafter be eligible to receive It. "Associate Engineer, Senior Civil Engineer, Senior Engineer, Senior Traffic Engineer. (a) (Reserved) (b) Incumbents In the classifications of Fleet Services Technician I, II and III who possess nationally recognized certifications for Automotive Service Excellence Master Certification (ASE) and ASE Alternative Fuel, will be paid an assignment pay differential at a rate set five (5) salary rate ranges (approximately 2.6%) for said certification above their then current base monthly salary step. The restrictions set forth in Section 5.7 do not apply to this provislon. (SEIU MOU Article V Soctlon 1 C) (c) (Reserved) (d) An incumbent In the Gass of Police Services Dispatcher who is continuously and regularly assigned to and actually performing in a lead supervisory and tralner capacity over an assigned shift of Police Services Dispatchers will be paid at a rate set ten (10) salary rate ranges (approximately 6.0%) above his or her then current base monthly salary step. (POA MOU Article V Section 1A) (a) Personnel In the classifications of Fleet Services Technician 1, II, III, and Fleet Services Supervisor, who maintain a valid State of California Commercial Driver's License and are assigned to an area (hat requires the possession of either a Class W or Class "B" license In the course and scope of their work shall be paid at a rate set five (5) salary rate ranges (approximately 2.6%) above their then current base monthly salary step. (SEIU MOU Article V Section 1 D) (f) (Reserved) (g) (Reserved) (h) Incumbents in the classifications of: Code Enforcement Associate, Code Enforcement Officer, Code Enforcement Supervisor who obtain or possess a valid certificate in any of four Career Development Incentive areas shall receive Incontivo pay worth five salary rate ranges (approximately 2.6%) for each certificates not to exceed five (5) certificates or a total of twenty-five salary rate ranges (approximately 12.6%). If an incumbent has obtained four (4) certificates from list, he or she than shall be eligible to earn an additional five (5) salary rate ranges (approximately 2.5%) pay additive upon completion of both the SCACEO/CACEO Intermediate and SCACEOICACEO Advanced Certifications. (SEIU MOU Article V Section 8D) (i) Incumbents In the classifications of Senior Office Assistant, Secretary, Executive Secretary, or Planning Commission Secretary who are assigned by a Department Head with the prior approval of the City Manager, to a position requiring the ability to take dictation at a rate of 70 words per minute or better on a regular basis or as an essential or integral element of the work of the position will be paid a monthly differential of sixty dollars ($60) above his or her base monthly salary step for each full month of such assignment. (SEIU MOU Article V Section 1A and Council Resolution No. 88-38, as amended by Resolution No. 99-023) 55A-22 Page 16 of24 J) Incumbents in the class of Police Officer who are continuously and regularly assigned to and actually performing duties of a Corporal will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. If a Corporal Is assigned to lead a work unit without a Sergeant, he or she will be paid an additional five (5) salary rate ranges (approximately 2.5%) above his or her base monthly salary step for such assignment. At the present time, Directed Patrols and Civic Center Patrol units are examples of such assignments, (POA MOU Article V Section 1 C) (k) Incumbents regularly and continuously assigned to lead a functional unit which Includes two (2) or more positions in the same or lower classiflcations as the incumbent may be compensated at a rate set ten (10) salary rate ranges (approximately S%a) above his or her then current base monthly salary step. (SEIU MOU Article V Section 2), and/or (Council Resolution No. 82-110 Section 3,1, as amended by Resolution No. 91-103), and/or (Resolution No. 99-023) and (POA MOU Article V Section 1 N) 1) An Incumbent in the classification of Senior Office Assistant who is continuously and regularly assigned to operate and who actually operate a two-way radio communications base station will be paid at a rate set five (5) salary rate ranges (approximately 2.6%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 113) (m) Incumbents in the classifications of Associate Engineer, Senior Civil Engineer, Senior Engineer, Senior Traffic Engineer, Assistant Plan Check Engineer I or 11, Associate Plan Check Engineer, Senior Plan Check Engineer, or Senior Transportation Analyst will be eligible for career incentive pay for any certificates approved for their classification at a rate set of ten (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step for valid reglatration(s) as a Registered Engineer by the State of California or as a Structural Engineer by the State of California (a total of twenty (20) salary rate ranges (approximately 10%for both). Additionally, said Incumbents who possess a valid certificate Issued by the ICBO (or similar nationally recognized certificating organization) In the areas of accessibility/usability (one specialty area), residential energy plan check, or non-residential energy plan check, shall be paid an Incentive pay differential at a rate set above his or her then current base monthly salary step in accordance with the following schedule: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5°/u); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%); an additional certificate from a third speciality area (total of three): fifteen (16) salary rote ranges (approximately 7,5%). (SEIU MOU Article V Section 8A) and/or (as amended by Resolution No, 97-028) In no event shall the application of this Carer Development Incentive Program result In an Individual being eligible to earn more than twenty (25) salary rate ranges (approximately 12,5%) above his or her current monthly base salary step. (SEIU MOU Article V Section 8) (n) An incumbent who was employed as of August 16, 1991 In the classification of Assistant Plan Check Engineer I or 11, Associate Plan Check Engineer, Senior Plan Check Engineer and who as of December 31, 1987 had possessed a valid Plan Examiner Certificate Issued by the 1080 shall continue to be paid at a rate set ten (10) salary rate ranges (approximately 5%) above his or her then current base salary step. However effective January 1, 1988 said ten (10) range differential shall be reduced to five (5) salary rate ranges (approximately 2.5%) for any. Incumbent of said classifications who is issued his or her initial certificate on orafter January 1, 1988. (SEIU MOU Article V Section 8B) (o) (Reserved) (p) (Reserved) (q) An Incumbent In one of the classifications of: Building Inspector, Senior Building Inspector, Electrical Inspector, Senior Electrical Inspector, Plumbing Inspector, Senior Plumbing Inspector, Combination Building Inspector, Senior Combination Building Inspector, Building Technician, Senior Plumbing/Mechanical Systems Specialist, or Senior Electrical Systems Specialist who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in relevant areas (see MOU for full details) shall be paid an Incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area; five (6) salary rate ranges (approximately 2.5%); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%); an additional certificate from a third specialty area (total of three): fifteen (16) salary rate ranges (approximately 7.5%); an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10%); an additional certificate from the fifth specialty area (total of five): twenty-five (25) salary rate ranges (approximately 12.5%). (SEIU MOU Article V Section 8C) Page 17 of 24 55A-23 (r) (Reserved) (a) An Incumbent in the classification of Maintenance Worker 11(assigned to the tree crew) who possesses a valid certificate Issued by the International Society of Arboriculture (ISA) as a certified Tree Worker shall be paid at a rate set five (6) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 8H) (t) (Reserved) (u) An Incumbent in the classification of Construction Inspectorwho possess a valid certificate Issued by the ICBO (or similar nationally recognized certificating organization) In the areas of reinforced concrete, structural masonry, structural steellwelding, electrical inspection, plumbing inspection, plans examiner, or 027 landscape contractors license, shall be paid an Incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 6%);an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%); an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10%); and an additional certificate from the fifth specialty area (total of Me) twenty-five (26) salary rate ranges (approximateiy12.5%). (SEIU MOU Article V Section 8E) (v) (Reserved) (w) An incumbent In the classification of Contracts Administrator who possess a valid certificate issued by the ICBO (or similar nationally recognized cartifioating organization) in the areas of plumbing inspection, electrical inspection, plans examiner, C27 landscape contractors license, turf grass management, or certified arborist (ISA), shall be paid an Incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 6%); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7,5%); an additional certificate from a fourth specialty area (total of four) twenty (20) salary rate ranges (approximately 10%); and an additional certificate from the fifth specialty area (total of five): twenty-five (26) salary rate ranges (approximately 12.6%). (SEIU MOU Article V Section 8F) (x) (Reserved) (y) Incumbents in the class of Forensic Specialist I, who are regularly and continuously assigned to and actually performing duties in a 'lead" supervisory capacity over a primary functional unit of Forensic Specialist I employees, will be paid at a rate set ten (10) salary rate ranges (approximately 5.D%) above their then current base monthly salary step. (POA MOU Article V Section 1 B) (z) (Reserved) (as) (Reserved) (bb) Incumbents in one of the classifications of Projects Manager, Tree Maintenance Supervisor, Tree Trimmer, Maintenance Worker II (assigned to the tree crew), Public Works Projects Specialist, or Landscape Development Associate who possess a valid certificate issued by the International Society of Arbodculture (ISA) as a certified arborist shall be paid at a rate of set five (5) salary rate ranges (approximately 2.6%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 8G) (cc) An incumbent In the classification Data Entry Operatorwho, at the discretion of the appointing authority, Is regularly and continuously assigned to serve in a limited lead capacity including assigning and monitoring data entry work, will be paid an additional live salary rate ranges (approximately 2.5%) above the current base monthly salary stop to which heorshewould otherwise beentitled, (Council Resolution No. 82-110 Section 3.1 [cc], as amended by Resolution No. 91-103) (dd) An employee who Is continuously and regularly assigned as a Training Officer working In either Field Operations, the Detention facility, or as a Forensic Specialist II will be paid at a rate set five (5) salary rate ranges (approximately 2.6%) above his or her then current base monthly salary step. (POA MOU Article V Sectlon 1 F as amended by Ninth Side Letter Amendment to the Memorandum of Understanding Between the City of Santa Ana and the Santa Ana PDA) 55A-24 Page 18 of 24 (so) An employee who is continuously and regularly assigned to and actually performing duties of an Internal Affairs Officer will be paid at a rate set five (6) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1 G) (ff) The Incumbent of the classification Senior Deputy Clerk of the Council designated by Resolution 91-D73 as third in command in the Clerk of the Council's office with full signature authodty for the Clerk In the clerk and Assistant Clerk's absence, will be paid an additional tan salary rate ranges (approximately 5%) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No.82-110 Section 3.1[ft], as amended by Resolution No. 91-103) (gg) The Incumbent in the class of Accountant 11 who, at the discretion of the appointing authority, Is regularly and continuously assigned electronic data processing (EDP) systems coordination responsibilities, will be paid an additional ten salary rate ranges (approximately 5%) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No.82-110 Section 3.1[gg], as amended by Resolution No. 92-034) (hh) An Incumbent in the class of Equipment Operator who, at the discretion of the appointing authority, is regularly and continuously assigned, on a full-time basis, to operate a Motor Grader, will be paid an additional ten salary rate ranges (five percent) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No. 82-110 Section 3,1(h1h], as amended by Resolution No. 92-034 (11) (Reserved) till (Reserved) (kk) (Reserved) (II) (Reserved) (mm) (Reserved) Inn) (Reserved) (oo) Incumbents In the classification of Correctional Officer who are continuously and regularly assigned to and actually performing duties of a Correctional Supervisor will be paid ate rate set five (6) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1 D) (pp) An employee who Is continuously and regularly assigned to perform training functions as a Parking Control Officer will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (PGA MOU Article V Section 1 H) (qq) (Reserved) (rr) Incumbents in the classification of Police Officer who are continuously and regularly assigned as a Canine Officer will be paid at a rate set ton (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step. (POA MOU Article V Sectionl I) (as) Incumbents In the classification of Police Officer who are continuously and regularly assigned to and actually performing duties of a Motor Officer assigned to the Traffic Division will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Sectlon1J) (ft) An Incumbent, Identified by the Police Department, who is continuously and regularly assigned to and actually performing duties of a Detective/Investigator assigned to the Investigations Division or Special Investigations Units as well as Police Investigative Specialist, Background Investigator, Collision Investigator, and Graffiti Task Farce Investigator, will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Sectlonl K) (uu) Incumbents in the classifications of Correctional Officeror Correctional Supervisor. who are continuously and regularly assigned to either the 207(k) 7/12.6 Detention Work Schedule, or the 4110.5 Detention Administration Work Schedule, shall be paid at a rate sot six (6) salary rate ranges (approximately 3%) above his or her then current base monthly salary step. (POA MOU Article V Sectlonl L) Page 19 of 24 55A-25 (vv) (Reserved) (ww) Incumbents in the classification of Firearms Examiner who are regularly and continuously assigned to and actually performing duties In a "load" supervisory capacity over a primary functional unit, will be paid at a rate set ten (10) salary rate ranges (approximately 5.0%) above their then current base monthly salary step. (PDA MOU Article V Section 1 M and Council Resolution No. 2005-026) (xx) Reserved (yy) Incumbents in the classifications of Forensic Specialist I and Forensic Specialist II who are continuously and regularly assigned as a Tenprint - AFIS Technician will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (PDA MOU Article V Section 10) (zz) Incumbents in the classifications of Forensic Specialist I and Forensic Specialist II who are continuously and regularly assigned as a Fingerprint Analyst will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (PDA MOU Article V Section 1 P) OTHER PAY ADDITIVES: BILINGUAL PAY. Qualified personnel in the below -listed representational categories who meet the required criteria specified In the Memorandum of Understanding (or Pay Plan) covering theirjob classification will receive a monthly pay differential above their current base monthly salary step in the amounts specified below by representational category: (a) SEIU • Primary Bilingual Assignments: $175.00 per month. • Secondary Bilingual Assignments: $40.00 per month. (b) PDA (Pollee Officers Association): (POA MOU Article V Section 3C.D.E.F) • Sworn: Street Level Proficiency. The amount equal to the product obtained by multiplying the step "E" base salary rate of Police Officer by five (5) salary rate ranges (approximately 2.5%). • Sworn: Complex Level Proficiency. The amount equal to the product obtained by multiplying the step "E" base salary rate of Police Officer by ten (10) salary rate ranges (approximately 5%). • Non Sworn: Secondary Level Proficiency; $40.00 per month. • Non Sworn: Primary Level Proficiency: $175.00 per month. (c) PMA (Santa Ana Police Management Association): (PMA MOU Article 5.11 • Primary Bilingual Assignments: $175.00 per month. SHIFT DIFFERENTIAL. (a) SEIU. Generally. An employee in a classiflcatlon represented by SEIU who is continuously and regularly assigned to a schedule of work which requires that he or she actually work a minimum of four and one-half (41/2 hours) between the hours of 5:00 p.m. and 7:00 a.m. will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her than current base monthly salary step except however such shift pay differential shall not be applicable to employees In the classification of Park Ranger and Supervising Park Ranger. (SEIU MOU Article V Section 4A) (b) Library Department Employees. Employees hired and assigned to the Library prior to December 1, 1987 who work evening shifts until closing time, but who are not otherwise eligible for shift differential as provided under Subsection (a) above, shall receive as special shift pay, an amount equal to one-half (112) of one hour's pay for each day they work an evening shift until dosing time. Said special shift pay shall be computed on the hourly equivalent of the base monthly salary step. Such half-hour's pay shall not be counted toward the computation of overtime. Such special library shift pay differential shall not be applicable to library employees hired on or after December 1, 1987, (SEIU MOU Article V Section 46) Page 20 of 24 55A-26 (c) Early Morninc Street Crews; A Street Maintenance employee who Is assigned to traffic painting or downtown cleanup crews who is continuously and regularly assigned to a schedule of work which requires that he or she actually work at least fifty percent (60%) of his or her normal dally work shift between the hours of 1:00 a.m. and 7:00 a.m. will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her then current base monthly salary step. (SEIU MOU Article V Section 4C) (d) $, pndbv Pay. Employees who are released from active duty but who are required by their department to leave notice where they can be reached and be available to return to active duty when required by the department at any time other than their regularly scheduled working hours, shall be said to be on standby duty. Employees shall receive four hundred fifty dollars ($460) per week when assigned to be on standby duty. Employees who "trade" days will have that time deducted from their pay on a prorated daily rate based on a seven (7) day week. Employees who cover the day shall be paid at the daily rate. All trades must he approved by the Supervisor or Manager. Water Production, Water Maintenance, Public Works Maintenance, Building Maintenance, and Information Technology Department and staff shall be required to serve on standby duty and receive standby pay as defined above. The City's preference will be to accomplish the above through volunteers; however, qualified employees may be directed to be on standby If the number of volunteers Is insufficient. In addition to Standby Pay, if an employee is able to handle the Incident by phone or other electronic means without reporting to duty, he shall be entitled to overtime pay at the rate of 15 minutes or actual time spent per Incident whichever Is greater, paid at time and one-half IT 1/2) per Incident. Additional Standby Pay programs may be implemented with the approval of the Department Head and City Manager. (SEIU MOU Article V Section 4D) (a) (PDA) Police Officers Association Incumbents In the classification of Animal Service Officer I or II, Forensic Specialist I or II, Crime Research Analyst, Police Communications Supervisor, Police Investigative Specialist, Police Property & Evidence Specialist, Police Service Officer, Police Evidence and Supply Specialist, Police Services Dispatcher, Communicatlons Services Officer, Correctional Officer, Correctional Supervisor, and Parking Control Officer who are continuously and regularly assigned to a schedule of work which require that he or she actually work a minimum of four and one- half (4 112) hours between the hours of 5;00 P.M. and 7:00 A,M. will be paid a shift differential at a rate set ten (10) salary rate ranges (approximately 5,0%) above his or her then current base monthly salary step. (POA MOU Article V Section 2) Effective July 1, 2017 each Sworn employee who is continuously and regularly assigned to a schedule of work that requires that he or she actually work a minimum of four and one-half (4'/a) hours between the hours of 5:00 P.M. and 7:00 A.M. will be paid a shift differential at a rate set at 2.5% above his or her base monthly salary. (POA MOU Article V Section 2) (I) (CASA) Confidentlal Association of the City of Santa Ana An employee In a classification represented by CASA who Is confnuously and regularly assigned to a schedule of work which requires that he or she actually work a minimum of four and one-half (4 %) hours between the hours of 6:00 p.m. and 7:00 a.m„ shall be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her then -current base monthly salary step. (CASA MOU Article 6 Section 4A) (g) Standby Pev Employees who are released from active duty but who are required by their department to leave notice where they can be reached and be available to return to active duty when required by the department at any time other than their regularly scheduled working hours, shall be said to be on standby duty. Effective no later than the first (181) day of the second (2rd) payroll period following Council approval, such employees shall receive two hundred dollars ($200) per week when assigned to be on standby duty. (CASA MOU Article 6 Section 4B) 3. NOTARY PUBLIC (a) SEIU (Service Employees International Union) An employee that is required by a Department Head orthelr designee to perform the duties of a Notary Public for the City, In additlon to regular duties shall be paid a monthly differential of forty dollars ($40) above his or herthen current base monthly salary step. (SEIU MOU Article V Sectlonl E), (b) (CASA) Confidential Association of the City of Santa Ana Full-time incumbents In any classification who are required by a Department Head or their designee to perform the dutles of a Notary Public forthe City, In addition to regular duties, shall be paid a monthly pay premium of forty dollars ($40) above his or her then current base monthly eatery step. (CASA MOU Article 6 Section 1 B) 55A-27 Page 21 of24 4. CONFIDENTIAL PREMIUM (a) (CASA) Confidential Association of the City of §pnta Ana An employee who is routinely and consistently assigned to sensitive positions by a Department Head, Involving labor negotiations which require trust and discretion, in accordance with Government Code section 3507.5, will be paid at a rate set 2.5%, above his or her then current base monthly salary step. (CASA MOU Article 6 Section 6) FOOTNOTES: (EM) designates unrepresented "Executive Management" personnel, and as such, are eligible to receive certain employee benefits which are different from and/or greater than those available to non -management personnel. (MM) designates "Middle Management'. (RM) designates "Represented Management". (AM) designates "Administmtive Management". (VC) designates "Confidential". (T) designates a "terminal" class. A position classification that has been designated as "terminal" by formal City Council action will be deleted from the City's Basic Classification and Compensation Plan when vacated by Its last remaining Incumbent No new appointments may be made to a class that has been so designated. Employee groups and City Council appointed employees are designated as follows: "ADMIN MGMT-NS", MID M-NS denotes classifications defined as Administrative Management (AM) under the terms of the Four -Year Contract Extension to the Memorandum of Understanding (MOU) between the City and the Santa Ana Management Association (SAMA) for January 1, 2019-June 30, 2022; "APPOINT" denotes City Manager; City Attorney, and Clerk of the Council; "EXEC-NS", EXEC -SWORN denotes classifications defined as "Executive Management" under the terms of Santa Ana City Council Resolution No. 2015-026; "PMA-NS", PMA-SWORN denotes classifications covered by the Three -Year Contract Extension to the Memorandum of Understanding (MOU) between the City and Santa Ana Police Management Association (PMA) for fiscal years 2018-2021; "POA-NS", POA-SWORN denotes classifications covered by the Memorandum of Understanding (MOU) between the City and the Santa Ana Police Officers Association (PDA) for fiscal year 2018-2021; "PT CS SEIU 6" denotes classifications defined as "Part -Time Civil Service" under the terms of the Letter of Agreement between the City and the Service Employees International Union Local 721 Chapter 1939, AFL-CIO, (SEIU) for July 1, 2017- December 31, 2018; "SEIU 6" denotes classifications covered by the Memorandum of Understanding (MOU) between the City and the Service Employees International Union Local 721 Chapter 1939, AFL-CIO, (SEIU) for fiscal years July 1, 2017-June 30, 2019; "SEIU PT" denotes regular, long-term part-time classes covered by the Memorandum of Understanding MOU between the City and the Service Employees International Union (SEIU), Local 721 Chapter 1939, AFL-CIO, Part-time Employees' Representatlon Unit for fiscal years 2015-2017; "UC" denotes classifications covered by the Memorandum of Understanding (MOU) between the City and the Confidential Association of the City of Santa Ana (CASA) for January 1, 2019-June 30, 2022 55A-28 Page 22 of 24 1� Nn� N r7 T f0 d' W 0 m r0 Crn W .h- 0 V rn^ ro pW `�M` cTWo `mr° $ "V a^• N Fo n `�I' ti m N O O d 0 ^ N N N r O c0 N W O 00 r 0 T fP N �. f0 O N �0 d' Ncmq N EOM M$Lr> c0 �00., Imo. 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TWO W O N N m n N dl1' h N N M d' N tO~�i n hO�0. yNy Wh lf7 tO M r r P P POj ry P P r P O itOO� m p Nr O N �� IO c W {Wy N �r7 y N r I� h W 00 W W 01 M M CJ O N M o r r< r P r r P r P r P r P r T r< N N N N N N N N N N WM r N h W i g g g m n w w W W W W w w w W W W w W w w w W w W w W W W W 55A-30 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: ADOPT A RESOLUTION TO AUTHORIZE THE SUBMISSION THE FY 2018/19 MEASURE M2 YEAR-END EXPENDITURE REPORT TO CONTINUE RECEIVING COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM FUNDS ESTIMATED AT A MINIMUM OF $4 MILLION ANNUALLY {STRATEGIC PLAN NO. 6, 1G} CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For �K•�►nl►tr».ic•� /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution approving the Measure M2 Annual Expenditure Report for Fiscal Year 2018/19 and authorize the Public Works Agency Executive Director to submit the report to the Orange County Transportation Authority on behalf of the City Manager, as required by Measure M2. DISCUSSION Adoption of the Resolution approving the Measure M2 Annual Expenditure Report for Fiscal Year (FY) 2018/19 (Expenditure Report) allows the City to receive approximately $4 million in annual Measure M2 Fairshare funds each year, Senior Mobility Program funding, as well as to be eligible for grant funding through the Measure M2 Comprehensive Transportation Funding Programs (CTFP). The CTFP represents a collection of competitive grant programs offered to local agencies to assist in funding street improvements, transit expansion, and environmental mitigation projects. The CTFP is comprised primarily of Measure M2 funds but can include state and/or federal funding sources. Each year local agencies are required to submit documentation to the Orange County Transportation Authority (OCTA) that includes the year-end Expenditure Report and an authorizing Resolution approving the Report. The Measure M2 Expenditure Report via Resolution is a detailed financial document submitted by each jurisdiction and is used to track financial activity related to the Measure M2 and other improvement funds (Exhibit 1). Included in the FY 2018/19 Measure M2 Expenditure Report is the end -of -year balance of funds allocated toward investment in the transportation infrastructure projects. The Regional Capacity Program under Measure M2 provides funding for streets and road improvements which financially assisted with the following multi -year projects: Bristol Street Improvements (all phases), Warner 55B-1 Resolution - Approval of Measure M2 Year -End Expenditure Report December 3, 2019 Page 2 Avenue Improvements (all phases), Bristol Street and Memory Lane Intersection Improvements, Warner Avenue and Flower Street Intersection Improvements, and Fairview Street Improvements. The Measure M2 Regional Traffic Signal Synchronization Program provides funding for the coordination of traffic signals across jurisdictional boundaries, including project -based operation and maintenance funding. The City's Harbor Boulevard Corridor Signal Synchronization Project and the 17th Street Corridor Signal Synchronization Project are included under this CTFP category. Projects that are funded by Measure M2 Fairshare revenues are not subject to a competitive process, but fund a wide variety of projects in the City's Capital Improvement Program (CIP). However, program expenditures must meet certain criteria to receive M2 Fairshare funding and participate in the CTFP funding process. One major requirement is that Measure M2 Fairshare revenues are subject to the timely use of funds provisions. The complete Measure M2 Fairshare Project List for FY 2018 with amounts expended is included on Schedule 4 of the Expenditure Re po rt. The Expenditure Report also accounts for and validates receipt, interest earned, and use of Measure M2 and other funds. As indicated in the report, the City received $8,001,817 in various Measure M2 revenues from Fairshare, Senior Mobility Program, and competitive grant program allocations, and expended a total of $14,242,507 collectively for FY 2018/19. Adoption of the Measure M2 Annual Expenditure Report by Resolution is a required reporting element necessary for compliance with M2 Eligibility. 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT If the City does not adopt and approve for submission the FY 2018/19 Measure M2 Year -End Expenditure Report as required by grant guidelines, Santa Ana will be ineligible to receive any distribution of an estimated $4 million in OCTA Measure M2 Fairshare funds, along with all other allocations administered through OCTA's various grant funding programs, estimated between $4 million to $10 million in potential competitive revenue in FY 2019/20. 55B-2 Resolution - Approval of Measure M2 Year -End Expenditure Report December 3, 2019 Page 3 Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency FSS/EWG/JG/HG Exhibit: 1. Resolution APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 55B-3 jmf 11/20/19 RESOLUTION NO. 2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONCERNING THE FY 2018/19 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA WHEREAS, local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds. WHEREAS, local jurisdictions are required to adopt an annual Expenditure Report as part of one of the eligibility requirements, attached hereto as Exhibit 1. WHEREAS, local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the Expenditure Report that satisfy the Maintenance of Effort requirements; and WHEREAS, the Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project; and WHEREAS, the Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction's fiscal year to be eligible to receive Net Revenues as part of M2. NOW, THEREFORE, BE IT RESOLVED that the City Council for the City of Santa Ana does hereby inform OCTA that: a) The M2 Expenditure Report is in conformance with the template provided in the Measure M2 Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year and balances at the end of fiscal year. b) The M2 Expenditure Report is hereby adopted by the City of Santa Ana. c) The City of Santa Ana's Finance Director is hereby authorized to sign and submit the M2 Expenditure Report to OCTA for the fiscal year ending 2018/19. PASSED, APPROVED, AND ADOPTED this day of 2019. Miguel A. Pulido Mayor Resdution No. 2019-XXX Page 1 of 2 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: lam, -f.L John M. Funk Assistant City Attorney 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 the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2019-XXX Page 2 of 2 Clerk of the Council City of Santa Ana 55B-5 City of Santa Ana Schedule 1 M2 Expenditure Report Fiscal Year Ended June 30, 2019 Beginning and Ending Balances Description LinNo. Amount Interest Balances at Beginning of Fiscal Year FreewayEnvironmentalMitigation 1 $ - $ - ,.... ..,.. ...................,.......,.--•------------..............................--- O :Regional Capacity Program (RCP)--- ----- ------ - - -••••••, •••-2---_. $ •••..• (11:926.497) $-- _-- ---- 200,077 P :Regional Traffic Signal Synchronization Program (RTSSP) 3 $ (457,714) $ 8,286 '----=-----------------------------------------------------------------.......--......--........,.....-'--- Q ;Local FairShareA ........................................................................ . 4 $ 9,615,851 -------------------.-... $ 220,775 R :HighFrequencYMetrolinkService 5 $ - $ - ... S ;Transit Extensions to Metrolink 6 $ ..........- 292,230 $ - T :Convert Metrolink Station(s) to Regional Gateways that 7 $ $ ;connect Orange County with High -Speed Rail Sy Systems ...... ....... .............. .... -------••• --- ........... U ,Senior Mobility Program or Senior Non -Emergency Medical 8 $ 84,722 $ Program 243 V :Community Based Transit/Circulators 9 $ - $ - W ;Safe Transit Stops $-..,.,......�.693.439) $.------.. ,.•---------------------------------------------1�..e. X ;Environmental Cleanup Program (Water Quality) '....................... . ..... ......... 11 ...-...-..... $ (366,422) $ .---....... --------••- 1,639 ;Other* 12 $ - Balances at Beginning of Fiscal Year - - - - --------------`------.................... 13 $ �3:451,268) $ 431,020 Monies Made Available During Fiscal Year 14 $ 8,001,817 $ -•---.... 44,947 Total Monies Available (Sum Lines 13 & 14) '------------------•..........---------------'-----'---------......-.......--•----- 15 $ 4,550,549 $ 475,967 - - Expenditures During Fiscal Year 16 $ 14,242,507 $ - Balances at End of Fiscal Year A-M;Freeway Environmental Mitigation $ - - .............. -_-,--••..-•- •• O. Regional Capacity Program (RCP)•-...••••••••• . •.--_•--------, -•-17-- _-• 18-•• $_•--_--_-(16,771,864) _$ $----------- 222,772 P ;Regional Traffic Signal Synchronization Program (RTSSP) 19 $ (521,064) $ 8,286 � Q LocalFairShare -20 ------------------- $ 539 ----'----- 7,,9 66 $ 242........,..4269 - ,90 „R .;High Frequency Metrolink Service__...-- _,.. $ $------.---- ------ ....... -.,---21_ :Transit Extensions to Metrolink ..'---`-------------------------------------------------------- 22 --------------- ...........S - ;Convert Metrolink Station(s) to Regional Gateways that T :connect Orange County with High -Speed Rail Systems ------------------------------------------------- 23 --------- $ ---- $ U ;Senior Mobility Program or Senior Non -Emergency Medical 24 ------- $ --•------ ....................... 60,750 $ Pro ram }..,g......... 580 .. V ;Community Based Transit/Circulators 25 $ - $ ------------ ---- - 1------------ .................... ...........- W ;Safe Transit Stops 2..... ----------- $ ------.......,.......,......-...---- $---------------------- ------ --- -------- --- ---------------..... X (Environmental Cleanup Program (WaterQuality� - _ -.. ,27••-, ...........(5,920) $ - _ (286,056) $ 1,639 I. Other* 28 $ $ * Please provide a specific description Alncluding additional $89,585 to adjusted Local Fair Share balance per FY17-18 Agreed -Upon Procedures Review, City of Santa Ana M2 Expenditure Report Schedule 2 Fiscal Year Ended June 30, 2019 Sources and Uses Description Line Amount Interest No. Revenues: A-M;Freeway Environmental Mitigation 1 $ - $ - O ;Regional Capacity Program (RCP) 2 $ 3,546,583 .................. $ ....... 22,695 P :Regional Traffic Signal Synchronization Program (RTSSP) 3 $ - $ _ Q;Local Fair Share------------------------------------ 4.....:$------3,4 - ---' ---------------------- R ;High Frequency Metrolink Service --- 5 $ ------ ,.$..._.....21,915 - $ - .-...---- ............ S ;Transit Extensions to Metrolink .................... 6 $ - $ - T ;Convert Metrolink Station(s) to Regional Gateways that connect 7 $ $ :Orange County with High -Speed Rail Systems ................' --------_,-.....,....-...,. '---- ----------------------- U ;Senior Mobility Program or Senior NRn_Emergency Medical Pro&ram -- ...... 8 $ -- 143:086 ............. $ 337 V :Community Based Transit/Circulators 9 $ - $ - '........................................................ WSafe Transit Stops 10- X :Environmental Cleanup Program (Water Quality) ;Other* 12 $ - $ - TOTAL REVENUES (Sum lines 1 to 12) 13 $ 8,001,817 $ 44,947 Expenditures: ....-,- ----------_.._.. A... F.. e1 a Environmental Mitigation 14 $ - $ - 0 ;Regional Capacity Program (RCP) 15 $ 8,391,949 $ ' — --' -------------- ---- •---.-....-............. .......... --------._.-.-........-' P 1ReOional Traffic Signal Synchronization Program (RTSSP) 16 $ ---------....-..... 63,350 $ - ...... . Q ;Local Fair Share ...... 17 $ 5,500,514 $ - ;HighFre uenc Metrolink Service 18 --------- S ;Transit Extensions to Metrolink -------- 19 ----------------- $ ------------- - $ ------ - .................................................---................... ,....... ...._-...'-'-----._.. ;Convert Metrolink Station(s) to Regional Gateways that connect T 20 $ ......... ..-...-........ $ ----' :Orange County with High -Speed Rail Systems U ;Senior Mobility Program or Senior Non -Emergency Medical Program 21 $ 167,059 $ V :CommunityBasedTransit/Circulators 22 $ - $ - W Safe Transit Stops-_------_- 23 $ - $ - --------------------- X ;Environmental Cleanup Program (Water Quality) 24 $ 119:634 $ ;Other* 25 $ - $ - TOTAL EXPENDITURES (Sum lines 14 to 25) 26 $ 14,242,507 1 $ - TOTAL BALANCE (Subtract line 26 from 13) 27 $ (6,240,690) $ 44,947 * Please provide a specific description 55B-7 &ƒ\� � )/\��� F,.m �, . F .1 16 2M E'm F City of Santa Ana Schedule 4 M2 Expenditure Report Fiscal Year Ended June 30, 2019 Local Fair Share Project List PROJECT NAME AMOUNT EXPENDED ALLEY IMPROVMNT PROGRM FYI 5/16 515 ALLEY IMPRV PROGRAM FY 17/18 44,011 BEAR ST TRAFFIC SGNL SYNCH 30,048 BIKE LANE PROJECT DEV FY 18/19 32,189 BIKE LANE PROJECT DEV FYE 18 6,664 BRISTOL & EDINGER CLASS II BK 13,675 BRISTOL REHAB 17TH-SANTA CLARA 45,402 BRISTOL ST CORR TRFF SIG SYNCH 12,871 Bristol Wdng-Washngtn-17111B 1,252,209 CABRILLO PARK SIDEWALK IMPROV 368,843 CITYWIDE BIKE RACK & SARTC 11,741 FAIRVIEW ST: SEGERSTROM TO NCL 516,195 FAIRVIEW TRAFFIC SIG SYNCH 191,908 GRND/GLSSEL/KRAEMR TRFC SGL SY 20,894 HARBOR CORRIDOR TRAFF SGN SYNC 4,204 LOCAL ST PREVEN MAINT FY 18/19 98,752 LOCAL ST PREVENT MAINT FYI 7/18 1,608,445 MAIN ST REHAB: EDINGRTO FIRST 44,092 OMNIBUS CONCRETE FYE18 & 19 142,792 OMNIBUS CONCRETE RPLCMNT FYE16 15,965 PAVEMENT MANAGEMENT FY 17/18 18,278 PAVEMENT MANAGEMENT FY 18/19 90,821 PROJECT DEVELOPMENT FY 17/18 2,569 PROJECT DEVELOPMENT FY 18/19 100,268 RIGHT OF WAY MGMNT FY 17/18 11,527 RIGHT OF WAY MGMNT FY 18/19 102,356 TRAFFIC MANAGEMENT PLANS 16/17 24,809 TRAFFIC MANAGEMENT PLANS 17/18 22,257 TRAFFIC MANAGEMENT PLANS 18/19 48,507 TRAFFIC SAFETY DEV FY 17/18 10,139 WARNER INDSTRL COMMNTY PAVEMNT 60,527 Westminster Ave/17 St Corr Trt 47,573 WESTMINSTER REHAB:CLINTON-FRVW 215,459 WESTMNSTER REHAB:HARBR TOCLINT - ................. .............. -•----------- ........ ------------------------------------- ............................ - ............................ ------- ...... ----------- 284,008 ------------------------ -------- .......... 55B-9 City of Santa Ana Signature Page M2 Expenditure Report Fiscal Year Ended June 30, 2019 I certify that the interest earned on Net Revenues allocated pursuant to the Ordinance shall be expended only for those purposes for which the Net Revenues were allocated and all the information attached herein is true and accurate to the best of my knowledge: Kathryn Downs Director of Finance (Print Name) 4MCC�- " Signature Date 55B-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: ADOPT A RESOLUTION APPROVING THE WATER SUPPLY ASSESSMENT FOR THE MAINPLACE MALL PROJECT LOCATED AT 2800 NORTH MAIN STREET {STRATEGIC PLAN NOS. 3, 3; 5, 21 /s/Kristine Ri CITY MANAGER 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 FILE NUMBER RECOMMENDED ACTION Adopt a resolution approving the Water Supply Assessment for the approved MainPlace Mall mixed -use project located at 2800 North Main Street. DISCUSSION In June 2016, the City of Santa Ana filed its 2015 Urban Water Management Plan (UWMP) (Exhibit 1) with the California Department of Water Resources in accordance with California Water Code Section 10610, et seq., which requires UWMPs be filed every five years. The UWMP, among its several functions, estimates water supply sufficiency by forecasting the City's water supply capacity and anticipated consumer water demand to ensure that available water supply will meet or exceed demand. UWMPs are point -in -time estimates that, by their nature, cannot fully capture future effects of large changes not yet known at the time the plan is developed. For this reason, California Water Code Section 10910 requires large projects be reviewed individually for water supply sufficiency by means of a Water Supply Assessment document. The City must concur that adequate water supply exists for residential development projects consisting of more than 500 dwelling units before development may proceed. At its regular meeting on June 18, 2019, the City Council approved a development agreement with MainPlace Shoppingtown, LLC, for the transformation of the MainPlace Mall located at 2800 North Main Street. The proposed redevelopment is a mixed -use project including up to 1,900 residential dwelling units and, therefore, requires a Water Supply Assessment. Staff has reviewed the project's Water Supply Assessment and has concluded that the City has adequate supply to service the project upon completion. Staff recommends that the City Council adopt a resolution approving this assessment (Exhibit 2). This is the third Water Supply Assessment prepared for the City Council's specific review and consideration since the completion of the UWMP. City staff will evaluate future Water Supply 55C-1 Resolution Approving the Water Supply Assessment for the MainPlace Mall Project Located at 2800 North Main Street December 3, 2019 Page 2 Assessments by adjusting the demand projections of the UWMP for the anticipated demand of this project to determine the unutilized water supply available for additional development. When the future revised 2020 UWMP is filed again, any current or projected water demand from this project will be incorporated in the new baseline consumer water demand projections. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #3 (Promote a solutions -based customer focus in all efforts to facilitate development and investment in the community), and 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. FISCAL IMPACT There is no fiscal impact associated with this action Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Exhibits: 1. City of Santa Ana 2015 Urban Water Management Plan — see link below: https://www.santa-ana.org/sites/default/files/Documents/urban water management plan.pdf 2. Assessment and Resolution 55C-2 Exhibit 1 can be found at: https://www.santa- ana.org/sites/default/files/Documents/urba n water management plan.pdf 55C-3 jmf 11/12/19 EXHIBIT 2 RESOLUTION NO. 2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE WATER SUPPLY ASSESSMENT FOR THE PROPOSED MAINPLACE MALL MIXED -USE PROJECT LOCATED AT 2800 NORTH MAIN STREET WHEREAS, in accordance with California Water Code Sections 10910, 10912(a)(1), and 10912(a)(6), any development that is proposing a mixed -use project that includes a proposed residential development of more than 500 dwelling units requires the preparation and approval of a water supply assessment; and WHEREAS, the proposed MainPlace Mall Mixed -Use Project located at 2800 North Main Street is proposing development of a mixed -use project including up to 1,900 residential dwelling units; and WHEREAS, the proposed MainPlace Mall Mixed -Use Project therefore requires the preparation and approval of a water supply assessment pursuant to California Water Code Sections 10910 and 10912; and WHEREAS, the City of Santa Ana is the public water system that currently supplies and will supply water to the proposed MainPlace Mall Mixed -Use Project; and WHEREAS, the projected water demand associated with the proposed MainPlace Mall Mixed -Use Project was accounted for in the City of Santa Ana 2015 Urban Water Management Plan; and WHEREAS, the Water Supply Assessment for the MainPlace Mall Mixed -Use Project has been prepared; and WHEREAS, the findings from the Water Supply Assessment prepared for the MainPlace Mall Mixed -Use Project show that there is sufficient water supply available for the proposed MainPlace Mall Mixed -Used Project during normal, single -dry, and multiple dry years within a 20-year projection to meet the projected water demand of the Project in addition to the demand of existing and other planned future uses, including, but not limited to, agricultural and manufacturing uses. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The Water Supply Assessment for the MainPlace Mall Mixed -Use Project is hereby approved, a copy of which is attached as Exhibit A and will be on file at the offices of the Public Works Agency of the City for public inspection. Resolution No. 2019-XXX Page 7 of 3 55C-4 jmf 11/12/19 Section 2. Approval of the Water Supply Assessment by the City does not constitute a "will -serve" or in any way entitles the MainPlace Mall Mixed -Use Project to water service or to any right, priority or allocation in any supply, capacity or facility. Section 3. Approval of the Water Supply Assessment shall not affect the City of Santa Ana's obligation to provide service to its existing customers or any potential future customers, including this MainPlace Mall Mixed -Use Project. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2019. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 9A %V. John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor Resolution No. 2019-XXX Page 2 of 3 55C-5 jmf 11/12/19 CERTIFICATION 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 55C-6 EXHIBIT A MAINPLACE MALL TRANSFORMATION PROJECT Water Supply Assessment Prepared by: Kimley-Horn and Associates, Inc. 765 The City Drive, Suite 200 Orange, California 92868 April, 2019 Kimley>Morn Expect Mare. Ezpe,ienc. Belt.,. 55C-7 This Page Intentionally Left Blank 55C-8 City of Santa Ana TABLE OF CONTENTS MainPlace Mall Transformation Project Water Supply Assessment 1 INTRODUCTION...............................................................................................................................4 1.1 Background..............................................................................................................................4 1.1.1 Fashion Square Commercial Center Final EIR- 1983....................................................................4 1.1.2 Addendum to the Final EIRfor MainPlace/SantaAna —2000....................................................4 2 PROPOSED PROJECT DESCRIPTION...................................................................................................5 2.1 Project Location.......................................................................................................................5 2.2 Proposed Project......................................................................................................................5 3 Regulatory Setting...........................................................................................................................9 3.1 Purpose....................................................................................................................................9 3.2 Senate Bill 610 and 221............................................................................................................9 3.2 Water Conservation Act of 2009(SBx7-7)...............................................................................11 4 Water Setting................................................................................................................................12 4.1 City of Santa Ana Water Supply..............................................................................................12 4.2 Retail Water Supply................................................................................................................12 4.3 Water Rights/Groundwater Supply.........................................................................................13 4.4 Reliability of Water Sources...................................................................................................15 4.4.1 Normal -Year Reliability Comparison............................................................................................16 4.4.2 Single Dry -Year Reliability Comparison........................................................................................17 4.4.3 Multiple Dry -Year Period Reliability Comparison........................................................................17 4.5 City of Santa Ana Water Infrastructure...................................................................................18 4.5.1 Overall City Infrastructure............................................................................................................18 4.5.2 System Pressures..........................................................................................................................19 4.5.3 Local Project Infrastructure..........................................................................................................19 4.6 Project Water Demand........................................................................................................... 20 4.7 Water Shortage Contingency Plan..........................................................................................22 4.7.1 Demand Management Measures (DMM)...................................................................................23 Summaryand Conclusions.....................................................................................................................24 References............................................................................................................................................ 25 Kimley»)Horn 55C-9 Page ) i of Santa Ana TABLES MainPlace Mall Transformation Project Water Supply Assessment Table 1: Existing and Proposed Entitlement Summary ........................................... Table 2: Supply and Demand Comparison- Normal Year ....................................... Table 3: Supply and Demand Comparison- Single Dry -Year .................................... Table 4: Supply and Demand Comparison- Multiple Dry -Year ............................... Table 5: MainPlace Specific Plan - Current Proposal Water Demand ..................... Table 6: MainPlace Phased Development Pattern and Water Demand .................. Table 7: City Anticipated Water Demands with MainPlace and Civic Center Added Table 8: Water Shortage Contingency- Rationing Stages to Address Water Supply, Table 9: MainPlace Entitled Use Water Demand .................................................... FIGURES Figure 1: Regional Project Location from City of Santa Ana 2015 UWMP..................................... Figure 2: City of Santa Ana Water Service Area........................................................................... I Kimley»>Horn 55C-1 U Page I ii City of Santa Ana MainPlace Mall Transformation Project Water Supply Assessment LIST OF ABBREVIATED TERMS ac Acre ACP Asbestos Cement Pipe AF Acre -Foot or —Feet AFY Acre -Foot or —Feet per Year BEA Basin Equity Assessment BMP Best Management Practices BPP Basin Production Percentage CEQA California Environmental Quality Act CIP Capital Improvement Project DMM Demand Management Measures DWR Department of Water Resources FAR Floor Area Ratio gpcd gallons per capita per day gpd gallons per day gpm gallons per minute IS Initial Study Mgd Million Gallons per Day MWD Metropolitan Water District MWDOC Metropolitan Water District of Orange County OC Basin Orange County Groundwater Basin OCC County of Orange Civic Center Facilities Strategic Plan OCWD Orange County Water District PUE Public Utility Easement PRV Pressure Reducing Valve PSV Pressure Sustaining Valve RWQCB Regional Water Quality Control Board SB Senate Bill sf square feet UWMP Urban Water Management Plan WSA Water Supply Assessment Kimley»>Horn 55G-11 Page I iii City of Santa Ana 1 INTRODUCTION MainPlace Mall Transformation Water Supply Assessment MainPlace Mall has evolved over several decades from the original Fashion Square project approved in 1983, to the present mall of approximately 1,130,000 square feet (sf) of commercial uses. The site has not yet been developed to its full potential; existing entitlements allow for the additional development of up to 1,500,000 sf of office use, 400 hotel rooms, and additional commercial square footage. The MainPlace Specific Plan proposes changes to the approved land use plan, as discussed in the Proposed Project section of this Water Supply Assessment (WSA). 1.1 Background 1.1.1 Fashion Square Commercial Center Final EIR -1983 In 1983, the Santa Ana Fashion Square development consisted of an approximately 512,595-sf open-air retail mall on the site of the current MainPlace Mall. The Fashion Square Commercial Center Subsequent Final EIR was prepared to evaluate the potential impacts associated with rehabilitation and redevelopment of the site as a mixed -use commercial center with 1,600,000 sf of retail space, 1,500,000 sf of office space, and 1,200 hotel rooms. The Final EIR was certified by the City of Santa Ana in 1983. 1.1.2 Addendum to the Final EIR for MainPlace / Santa Ana — 2000 Addendum (ER 96-033) to the Environmental Impact Reportfor Proposed MainPlace/Santa Ana Expansion noted that the existing MainPlace Regional Shopping Center had approximately 1.1 million sf of leasable retail space. Subsequent entitlements in 2000 revised the allowed land uses approved in 1983. The Vesting Tentative Parcel Map approved in 2000 would allow up to 1,509,255 sf of retail, cinema, and restaurant uses; 1,500,000 sf of office uses; and 400 hotel rooms. KimleyoHorn Page 14 City of Santa Ana 2 PROPOSED PROJECT DESCRIPTION 2.1 Project Location MainPlace Mall Transformation Water Supply Assessment The approximately 49.04-acre project site is currently occupied by the existing MainPlace Mall in the City of Santa Ana. The project site location is shown in its regional setting on Figure 1, Local Vicinity. A site plan for the existing site is provided on Figure 2, Site Vicinity. The site is in the northern portion of the City and is generally bordered on the north by State Route 22 (SR-22 — the Garden Grove Freeway); on the south by MainPlace Drive and commercial development south of MainPlace Drive; on the east by Main Street; and on the west by Interstate 5 (1-5—the Santa Ana Freeway). Primary arterial access to the Specific Plan area is from Main Street, Town and Country Road, and Broadway, which provide accessto 1-5 and SR-22. Afour-lane perimeter access road, MainPlace Drive, serves as a ring road around the north, west, and south sides of MainPlace Mall, and connects to the surrounding street system in four locations. Land uses in the City vary from single family residential to heavy manufacturing. The site is located at the southeast quadrant of the Interstate 5/State Route 22 interchange. This area of Santa Ana is characterized by relatively dense urban development including a varied mix of commercial, office, and residential land uses. The project site is currently designated in the City's General Plan as District Center and existing zoning is General Commercial (C2), which includes a range of commercial uses as well as all of the uses allowed in the Community Commercial (C1) zone. Land uses surrounding the Specific Plan Area are predominantly large roadways and freeways and commercial uses, with limited residential in the vicinity. The Discovery Science Center is located approximately 800 feet to the south. 2.2 Proposed Project The total building area for MainPlace Mall is currently 1,130,000 sf of commercial / retail uses within an enclosed mall building. The existing mall is eight parcels based on recorded Parcel Map 99-152. There are 4,882 parking spaces in surface parking lots and 3 parking structures. The MainPlace Mall is currently entitled for the following additional development: • 379,255 sf of additional retail space (bringing the retail square footage to 1,509,255 sf); • 1,500,000 sf of office space; and • 400 hotel rooms. The applicant wishes to modify the entitlements to allow more flexibility in the further development of the site, reducing the allowed office and retail uses and adding residential uses. This diverse mixture of uses fulfills the purpose of the General Plan's District Center land use by adding residential uses in a mixed - use setting. The Proposed Project site plan is shown on Figure 3, Land Use Plan. As proposed, the Project would consist of the following additional development: • 270,000 sf of commercial (bringing the total commercial development to 1,400,000 sf); • 750,000 sf of office; • 400 hotel rooms; and Kinrley>Morn 55C-13 Page 15 of Santa Ana 1,900 multi -family residential units. Main Place Mall Transformation Project Water Supply Assessment Table 1 provides a comparison of the originally approved to the currently entitled to the proposed land use mix for the project site. Table 1: Main Place Mall Summary of Approved and Proposed Land Uses Land Use Originally Approved (1983) Currently Entitled (2000) Proposed Project Difference from Currently Entitled Commercial (sf) 1,600,000 1,509,255 1,400,000 (109,255) Office (sf) 1,500,000 1,500,000 750,000 (750,000) Hotel (rooms) 1,200 400 400 0 Residential (du) 10 0 1,900 1,900 sf = square feet; du = dwelling units Kimley)))Horn 55C-14 Page 16 of Santa Ana Main Place Mall Transformation Water Supply Assessment MWDOC Service Area and Member Agencies Figure 1: Regional Project Location from City of Santa Ana 2015 UWMP KimleyoHorn 55C-15 Page 17 City of Santa Ana MainPlace Mall Transformation Project Water Supply Assessment (,Itv of ;AntA Ana Lois �A s m N a Figure 2: City of Santa Ana Water Service Area �>Florn 55C-16 Page 18 of Santa Ana 3 Regulatory Setting 3.1 Purpose Main Place Mall Transformation Project Water Supply Assessment This Water Supply Assessment (WSA) has been prepared in conjunction with the California Environmental Quality Act (CEQA) review process to evaluate the sufficiency of the water supplies available to the water supplier to meet the existing and anticipated future demands associated with the proposed associated with the proposed MainPlace Mall Transformation Project (Main Place Project, or Proposed Project) during normal, single dry and multiple dry water years over a 20-year horizon.',' If the water supply is anticipated to be insufficient, the WSA must describe measures being taken to obtain an adequate supply.' This WSA contains information from the City's 2015 UWMP, Orange County Water Reliability Study, prepared by Municipal Water District of Orange County (MWDOC) and information produced by the Metropolitan Water District (MWD) concerning the watersupplies delivered from the State Water Project. 3.2 Senate Bill 610 and 221 California Public Resources Code, Section 21151.9 and California Water Code, Sections 10631, 10657, 10910, 10911, 10912, and 10915 (herein referred to as SB 610), and California Business and Professions Code, Section 11010 and California Government Code, Sections 65867.5, 66455.3, and 66473.7 (herein referred to as SB 221) require cities and counties to obtain, use in the project approval process, and provide to the public certain critical information concerning water supply. SB 610 amended State law to improve the link between information on water supply availability and certain land use decisions made by cities and counties. It requires land use planning entities (in this case, the City of Santa Ana [City]) to request an assessment of the availability of water supplies from the water supply entity that would provide water to a project when a project is considered a "water -demand project" as defined in Section 15155, Water Supply Analysis, of the State CEQA Guidelines (14 California Code of Regulations [CCR]). In summary, a "water -demand project" is a residential development with more than 500 dwelling units (du); a shopping center or business establishment employing more than 1,000 persons or having more than 500,000 sf; a commercial office building employing more than 1,000 persons or having more than 250,000 sf; a hotel or motel or both with more than 500 rooms; an industrial, manufacturing, processing plant, or industrial park for more than 1,000 persons and occupying more than 40 acres of land or having more than 650,000 sf, a mixed -use project that includes one or more of the above; or a project that would require water equivalent to or greater than the water demand of a 500 du project. I Public Resources Code §21080 ' Water Code §10910(c)(3) 3 Water Code §10910(c)(4) Kimley»>Horn 55C-1 7 Page 19 of Santa Ana CEQA Guidelines Section 15155(f) states: Main Place Mall Transformation Project Water Supply Assessment (f) The degree of certainty regarding the availability of water supplies will vary depending on the stage of project approval. A lead agency should have greater confidence in the availability of water supplies for a specific project than might be required for a conceptual plan (i.e. general plan, specific plan). An analysis of water supply in an environmental document may incorporate by reference information in a water supply assessment, urban water management plan, or other publicly available sources. The analysis shall include the following: (1) Sufficient information regarding the projects proposed water demand and proposed water supplies to permit the lead agency to evaluate the pros and cons of supplying the amount of water that the project will need. (2) An analysis of the reasonably foreseeable environmental impacts of supplying water throughout all phases of the project. (3) An analysis of circumstances affecting the likelihood of the water's availability, as well as the degree of uncertainty involved. Relevant factors may include but are not limited to, drought, salt -water intrusion, regulatory or contractual curtailments, and other reasonably foreseeable demands on the water supply. (4) If the lead agency cannot determine that a particular water supply will be available, it shall conduct an analysis of alternative sources, including at least in general terms the environmental consequences of using those alternative sources, or alternatives to the project that could be served with available water. SB 221 requires cities and counties to include (as a condition in any tentative map that includes a subdivision involving more than 500 du, a requirement to obtain a written verification from the applicable public water system or, where there is no existing water supplier, from a consultant directed by the city or county, that sufficient water supplies are available for the subdivision. Like SB 610, SB 221 also addresses the issue of land use and water supply, but at a different point in the planning process than does SB 610. Section 66473.7(b)(1) of the California Government Code requires a city or county to condition approval of a tentative tract map upon "a requirement that sufficient water supply be available" and requires verification priorto approval of the final tract map. The proposed Project includes a tentative tract map that meets the thresholds of SB 221. Further, a development agreement that includes a subdivision, as defined in Section 66473.7 of the California Government Code, cannot be approved unless the development agreement provides that any tentative map prepared for the subdivision will comply with the provisions of Section 66473.7 and includes a subdivision requirement that a sufficient water supply shall be available. Therefore, the Project would be required to comply with SB 221. For projects that include tentative tract maps involving over 500 du, SB 221 requires that the retail water purveyor (or if there is none, the planning agency) verify that the water system operator that would supply the project with water has a sufficient water supply to serve the proposed project and all other existing and planned future uses, including agricultural and industrial uses, in its area over a 20-year period, even in multiple dry years. The verification must look at (1) the history of water availability over at least the KimleyoHorn 55 -18 Page 110 of Santa Ana Main Place Mall Transformation Project Water Supply Assessment previous 20 years; (2) the proposed supplier's urban water shortage contingency analysis; (3) reductions due to existing commitments of its supply; and (4) how much water the supplier can reasonably expect from other water supply projects, such as conjunctive use, recycled water programs, conservation, and water transfers from other areas. SB 221 is intended as a "fail safe" mechanism to ensure that collaboration on finding the needed water supplies to serve a new large subdivision occurs before construction begins. Cities and counties have an obligation to ensure that proposed developments (1) use water as efficiently as possible; (2) include reliable sources of sufficient water supply; and (3) accommodate growth in a sustainable fashion that minimizes conflicts with other demands on the State's source water resources. 3.2 Water Conservation Act of 2009 (SBx7-7) As an urban retail water supplier, the City is subject to the Water Conservation Act of 2009. The Act requires the State to reduce per -capita water consumption through a series of varying methodologies. The statute requires that urban water suppliers use one of the following four methods to determine their urban water use target: • Method 1: 80% of Base Daily Per Capita Water Use Value • Method 2: Performance Standards • Method 3: 95% of the Hydrologic Region 2020 Target Value • Method 4: Water Savings (developed by DWR) To meet this requirement, the City of Santa Ana has chosen Method 3: 95% of the Hydrologic Region 2020 Target Value as its compliance methodology. Under Compliance Option 3, to achieve 95 percent of the South Coast Hydrologic Region target as set forth in the State's 20x2020 Water Conservation Plan, the City's 2015 target is 123 gallons per capita per day (gpcd) and the 2020 target is 116 gpcd. The 2015 target is the midway value between the 10-year baseline and the confirmed 2020 target. In addition, the confirmed 2020 target must meet a minimum of five percent reduction from the five-year baseline water use. In this case, the confirmed 2020 target is the five percent reduction from the five-year baseline. The City's actual 2015 gpcd was 82, substantially lower than the 2015 and 2020 targets. In addition to its individual SBx7-7 requirements, the City is also a member of the Orange County 20x2020 Regional Alliance formed by MWDOC. This regional alliance is 29 retail agencies in Orange County as described in MWDOC's 2015 UWMP. MWDOC provides assistance in the calculation of each retail agency's baseline water use and water use targets. In 2015, the regional baseline and targets were revised to account for any revisions made by the retail agencies to their individual 2015 and 2020 targets. The regional water use target is the weighted average of the individual retail agencies' targets (by population). The Orange County 20x2020 Regional Alliance weighted 2015 target is 176 gpcd and 2020 target is 158 gpcd. The actual 2015 water use in the region is 125 gpcd, i.e. the region has already met its 2020 gpcd goal. Kimley»)Horn 55C-19 Page ) 11 of Santa Ana 4 Water Setting MainPlace Mall Transformation Project Water Supply Assessment The following information is taken mainly from the 2015 UWMP and is the latest information available. 4.1 City of Santa Ana Water Supply The City of Santa Ana Water Department service area covers approximately 100 percent of the City and a small portion of the neighboring City of Orange. Its two combined sources of water supply are local groundwater contained in the Lower Santa Ana River Groundwater Basin, also known as the Orange County Groundwater Basin (OC Basin), which is managed by the Orange County Water District (OCWD) and imported water from MWD. In 1933, the OCWD was formed by a special act of the State Legislature to manage Orange County's groundwater supply and protection of the County's rights to water in the Santa Ana River. In 1953, the City became a member of OCWD. There are 21 water wells serving the City. Additionally, there are 10 reservoirs with a combined capacity of 49.3 million gallons. Currently, the City relies on approximately 71 percent groundwater, 28 percent imported water, and 1 percent recycled water. The City's water supply portfolio is expected to change slightly to 70 percent groundwater, 29 percent imported water, and 0.7 percent recycled water by the year 2040. 4.2 Retail Water Supply Retail water in the City of Santa Ana is purchased through MWD which obtains water from several sources, including local groundwater, surface water, recycled water and water supplied through the State Water Project and Colorado River Aqueduct. The State Water Project is a series of reservoirs, aqueducts and pumping facilities that transport water from Northern California to Southern California. The City maintains seven imported water connections to receive water through MWD's Orange County and East Orange County Feeder pipelines. Seven metered connections with a total capacity of 60,580 gallons per minute (gpm) transfer water into the City's distribution system. MWD's principal sources of water are the Colorado River via the Colorado River Aqueduct and the Lake Oroville watershed in Northern California through the State Water Project. The water obtained from these sources is treated at the Robert B. Diemer Filtration Plant located north of the City of Yorba Linda. Typically, the Diemer Filtration Plant receives a blend of Colorado River water from Lake Mathews through the MWD Lower Feeder and State Water Project water through the Yorba Linda Feeder. The City currently maintains seven imported water connections to the MWD system. Section 3.2.1 of the UWMP describes MWD's rights to Colorado River water, the forecasted supply and demand of Colorado River water, and management principles under consideration to better balance the supply and demand of Colorado River water. Section 3.2.2 of the UWMP describes the State Water Project that forms the second source of water for MWD. Policy and environmental factors affecting supply and reliability are listed. Storage is a major component of MWD's dry year resource management strategy. Sections 3.2.3 of the UWMP described Lake Oroville, the State Water Project's largest storage facility. Kimley»)Horn 55 -20 Page 112 City of Santa Ana MainPlace Mall Transformation Project Water Supply Assessment 4.3 Water Rights/Groundwater Supply The City uses pumped groundwater from the OC Basin, which underlies the northern half of Orange County beneath broad lowlands. The OC Basin, managed by OCWD, covers an area of approximately 350 square miles, bordered by the Coyote and Chino Hills to the north, the Santa Ana Mountains to the northeast, and the Pacific Ocean to the southwest. The OC Basin boundary extends to the Orange County - Los Angeles line to the northwest, where groundwater flows across the county line into the Central Groundwater Basin of Los Angeles County. The OC Basin's full volume is approximately 66 million acre- feet. Santa Ana currently meets 71 percent of its water demand through groundwater from the OC Basin. The OC Basin is not adjudicated and as such, pumping from the OC Basin is managed through a process that uses financial incentives to encourage groundwater producers to pump a sustainable amount of water. The framework for the financial incentives is based on establishing the basin production percentage (BPP): the percentage of each Producer's total water supply that comes from groundwater pumped from the OC Basin. Groundwater production at or below the BPP is assessed a Replenishment Assessment. While there is no legal limit as to how much an agency pumps from the OC Basin, there is a financial disincentive to pump above the BPP. Agencies that pump above the BPP are charged the Replenishment Assessment plus the Basin Equity Assessment (BEA), which is calculated so that the cost of groundwater production is greater than MWD's full service rate. The BEA can be increased to discourage production above the BPP. The BPP is set uniformly for all Producers by OCWD on an annual basis. The BPP is set based on groundwater conditions, availability of imported water supplies, and OC Basin management objectives. The supplies available for recharge must be estimated for a given year. The supplies of recharge water that are estimated are: (1) Santa Ana River storm flow; (2) natural incidental recharge; (3) Santa Ana River baseflow, (4) groundwater replenishment system supplies; and, (5) other supplies such as imported waterand recycled water purchased forthe Alamitos Barrier. The BPP is a major factor in determining the cost of groundwater production from the OC Basin for that year. In some cases, OCWD encourages treating and pumping groundwater that does not meet drinking water standards in order to protect water quality. This is achieved by using a financial incentive called the BEA Exemption. A BEA Exemption is used to clean up and contain the spread of poor quality water. OCWD uses a partial or total exemption of the BEA to compensate a qualified participating agency or Producer for the costs of treating poor quality groundwater. When OCWD authorizes a BEA exemption for a project, it is obligated to provide the replenishment water for the production above the BPP and forgoes the BEA revenue that OCWD would otherwise receive from the producer. The BPP is the primary mechanism used by OCWD to manage pumping in the OC Basin. In 2013, OCWD's Board of Directors adopted a policy to establish a stable BPP with the intention to work toward achieving and maintaining a 75 percent BPP by Fiscal Year (FY) 2015-16. Although BPP is set at 75 percent, based on discussions with OCWD a conservative BPP of 70 percent is assumed through 2040. Principles of this policy include: ■ OCWD's goal is to achieve a stable 75 percent BPP, while maintaining the same process of setting the BPP on an annual basis, with the BPP set in April of each year after a public hearing has been Kimley)))Horn 55C-21 Page 113 City of Santa Ana MainPlace Mall Transformation Water Supply Assessment held and based upon the public hearing testimony, presented data, and reports provided at that time. • OCWD endeavors to transition to the 75 percent BPP between 2013 and 2015 as construction of the GWRS Initial Expansion Project is completed. This expansion will provide an additional 31,000 AFY of water for recharging the groundwater basin. OCWD must manage the OC Basin in a sustainable manner for future generations. The BPP will be reduced if future conditions warrant the change. ■ Each project and program to achieve the 75 percent BPP goal will be reviewed individually and assessed for their economic viability. The OC Basin's storage levels are managed in accordance to the 75 percent BPP policy. It is presumed that the BPP will not decrease as long as the storage levels are between 100,000 and 300,000 (acre-feet) AF from full capacity. If the OC Basin is less than 100,000 AF below full capacity, the BPP will be raised. If the OC Basin is over 350,000 AF below full capacity, additional supplies will be sought after to refill the OC Basin and the BPP will be lowered. The OC Basin is managed to maintain water storage levels of not more than 500,000 AF below full condition to avoid permanent and significant negative or adverse impacts. Operating the OC Basin in this manner enables OCWD to encourage reduced pumping during wet years when surface water supplies are plentiful and increase pumping during dry years to provide additional local water supplies during droughts. OCWD determines the optimum level of storage for the following year when it sets the BPP each year. Factors that affect this determination include the current storage level, regional water availability, and hydrologic conditions. When the OC Basin's storage approaches the lower end of the operating range, immediate issues that must be addressed include seawater intrusion, increased risk of land subsidence, and potential for shallow wells to become inoperable due to lower water levels. The overall BPP achieved in the 2013 to 2014 water year within OCWD for non -irrigation use was 75.2 percent. However, a BPP level above 75 percent may be difficult to achieve. Therefore, a BPP ranging from 65 percent to 70 percent is currently being proposed for the ensuing FY 2015-16. Analysis of the OC Basin's projected accumulated overdraft, the available supplies to the OC Basin (assuming average hydrology) and the projected pumping demands indicate that this level of pumping can be sustained for 2015-16 without harming the OC Basin. BPP of 70 percent corresponds to approximately 320,000 AF of groundwater production including 22,000 AF of groundwater production above the BPP to account for several groundwater quality enhancement projects discussed earlier. In FY 2015-16, additional production of approximately 22,000 AF above the BPP will be undertaken by the City of Tustin, City of Garden Grove, Mesa Water District, and Irvine Ranch Water District. These agencies use the additional pumping allowance to accommodate groundwater quality improvement projects. As in prior years, production above the BPP from these projects would be partially orfully exempt from the BEA Page (14 Kimley>»Horn 55(;-22 City of Santa Ana MainPlace Mall Transformation Water Supply Assessment as a result of the benefit provided to the OC Basin by removing poor -quality groundwater and treating it for beneficial use. Annual groundwater basin overdraft, as defined in OCWD's Act, is the quantity by which production of groundwater supplies exceeds natural replenishment of groundwater supplies during a water year. This difference between extraction and replenishment can be estimated by determining the change in volume of groundwater in storage that would have occurred had supplemental water not been used for any groundwater recharge purpose, including seawater intrusion protection, advanced water reclamation, and the in -Lieu Program. The annual analysis of basin storage change and accumulated overdraft for water year 2013-14 has been completed. Based on the three -layer methodology, an accumulated overdraft of 342,000 AF was calculated for the water year ending June 30, 2014. The accumulated overdraft for the water year ending June 30, 2013 was 242,000 AF, which was also calculated using the three -layer storage method. Therefore, an annual decrease of 100,000 AF in stored groundwater was calculated as the difference between the June 2013 and June 2014 accumulated overdrafts. Several groundwater replenishment mechanisms are used in the OC Basin. Active recharge of groundwater began in 1949, in response to increasing drawdown of the OC Basin and consequently the threat of seawater intrusion. Section 3.3.3 of the UWMP outlines various groundwater recharge facilities. Section 3.3.4 of the UWMP describes an MWD program whereby MWD sells additional water to OCWD when excess surface water is available. This reduces the OC Basin pumping requirements. Section 3.3.5 of the UWMP describes an agreement for MWD to store its water in the OC Basin up to 66,000 AF. 4.4 Reliability of Water Sources Water supply reliability includes the pumped groundwater from the OC Basin, the availability of water purchased through MWD and the equipment that makes up the City's distribution system. Both City's potable water sources (OC Basin and MWD) are considered to be of high quality and reliable.° The OC Basin, the City's primary water source, is an actively, managed water source with significant recharge infrastructure and conservation programs in place. The City's secondary, alternative source is MWD. MWD's 2015 UWMP finds that MWD is able to meet, full -service demands of its member agencies starting 2020 through 2040 during normal years, single dry year, and multiple dry years. MWD's 2015 Integrated Water Resources Plan update describes the core water resources that will be used to meet full -service demands at the retail level under all foreseeable hydrologic conditions from 2020 through 2040. The foundation of MWD's resource strategy for achieving regional water supply reliability has been to develop and implement water resources programs and activities through its Integrated Water Resources Plan preferred resource mix. This preferred resource mix includes ° Water Code §10910(f)(5) KimleyoHorn 55C-23 Page 115 of Santa Ana Main Place Mall Transformation Water Supply Assessment conservation, local resources such as water recycling and groundwater recovery, Colorado River supplies and transfers, State Water Project supplies and transfers, in -region surface reservoir storage, in -region groundwater storage, out -of -region banking, treatment, conveyance and infrastructure improvements. Environmental, legal, and climate change factors were considered by MWD in its assessment. Water supply reliability also includes water quality considerations. Both MWD and OCWD monitor water quality extensively to manage water quality. Over 300,000 water quality tests are performed per year on MWD's water to test for regulated contaminants and additional contaminants of concern to ensure the safety of its waters. MWD's supplies originate primarily from the Colorado River Aqueduct and from the State Water Project. A blend of these two sources, proportional to each year's availability of the source, is then delivered throughout MWD's service area. Section 3.6.2.3.1 of the UWMP outlines MWD's water quality issues of concern. OCWD is responsible for managing the OC Basin. To maintain groundwater quality, OCWD conducts an extensive monitoring program that serves to manage the OC Basin's groundwater production, control groundwater contamination, and comply with all required laws and regulations. A network of nearly 700 wells provides OCWD a source for samples, which are tested for a variety of purposes. OCWD collects 600 to 1,700 samples each month to monitor OC Basin water quality. These samples are collected and tested according to approved federal and state procedures as well as industry -recognized quality assurance and control protocols. Section 3.6.2.3.1 of the UWMP outlines OCWD's water quality issues of concern. 4.4.1 Normal -Year Reliability Comparison The City has entitlements to receive imported water from MWD via the regional distribution system. Although pipeline and connection capacity rights do not guarantee the availability of water, per se, they do guarantee the ability to convey water when it is available to the MWD distribution system. All imported water supplies are assumed available to the City from existing water transmission facilities. The demand and supplies listed below also include local groundwater supplies that are available to the City through OCWD by a pre -determined pumping percentage. For the 2015 UWMP, the normal dry year was selected as the City's 2015 demand as shown in Table 2. Due to ongoing drought conditions within California and the increased implementation of water efficiency measures, 2015 was determined to represent an average water demand for this UWMP. KimleyoHorn 55 -24 Page 116 City of Santa Ana Main Place Mall Transformation Water Supply Assessment Table 2: Supply and Demand Comparison- Normal Year' 2020 2025 2030 2030 20402 Demand Totals 36,998 39,717 39,989 39,978 40,036 Groundwater Supply 25,899 27,802 27,992 27,985 28,025 MWD 10,799 11,615 11,697 11,693 11,711 Recycled Water 300 300 300 300 300 Difference 0 0 0 0 0 Note: units are in acre-feet per year(AFY). 1. City of Santa Ana 2015 UWMP, Table 3-4. 2. Projected values per the City of Santa Ana 2015 UWMP, Table 3-4 4.4.2 Single Dry -Year Reliability Comparison A Single -dry year is defined as a single year of no to minimal rainfall within a period that average precipitation is expected to occur. The City has documented that it is 100 percent reliable for single dry year demands from 2020 through 2040 with a demand increase of 6 percent using FY 2013-14 as the single dry -year. This percentage was determined by MWDOC based on historical data for all of its retail agencies through its "Bump Methodology." Table 3: Supply and Demand Comparison- Single Dry -Year' 2020 2025 2030 2030 1 20402 Demand Totals 39,218 42,100 42,388 42,377 42,438 Supply Total 39,218 42,100 42,388 42,377 42,438 Difference 0 0 0 0 0 Note: units are in acre-feet per year (AFY). 1. City of Santa Ana 2015 UWMP, Table 3-7 2. Projected values per the City of Santa Ana 2015 UWMP, Table 3-7 4.4.3 Multiple Dry -Year Period Reliability Comparison Multiple -dry years are defined as three or more years with minimal rainfall within a period of average precipitation. The City is capable of meeting all customers' demands with significant reserves held by MWD, local groundwater supplies, and conservation in multiple dry years from 2020 through 2040 with a demand increase of 6 percent using FY 2011-12 through FY 2013-14 as the driest years. MWDOC chose the highest average demand over a three-year period for the multi -dry year demand increase. This value was repeated over the three-year span as a conservative assumption where demand would increase significantly in a prolonged drought and would remain constant through the years. Kimley>»Horn 55 - 5 Page 117 City of Santa Ana MainPlace Mall Transformation Water Supply Assessment Table 4: Supply and Demand Comparison- Multiple Dry -Year' 2015 2020 2025 2030 20352 Supply Totals 39,218 42,100 42,388 42,377 42,438 Multiple Dry Year First Year Supply Demand Totals 39,218 42,100 42,388 42,377 42,438 Difference 0 0 0 0 0 Supply Totals 39,218 42,100 42,388 42,377 42,438 Multiple Dry Year Second Year Supply Demand Totals 39,218 42,100 42,388 42,377 42,438 Difference 0 0 0 0 0 Supply Totals 39,218 42,100 42,388 42,377 42,438 Multiple Dry Year Third Year Supply Demand Totals 39,218 42,100 42,388 42,377 42,438 Difference 0 0 0 0 0 Note: units are in acre-feet peryear (AFY). 1. City of Santa Ana 2015 UWMP, Table 3-8. 2. Projected values per the City of Santa Ana 2015 UWMP, Table 3-8. In all cases considered (normal year, single -dry year, and multiple dry -year), the available supply will meet projected demand due to diversified supply and conservation measures. 4.5 City of Santa Ana Water Infrastructure The City of Santa Ana (Water System Number CA3010038) owns and operates an extensive network of pipes, pumps, and reservoirs, delivering water to its service area. The UWMP and the City's 2017 Water Master Plan both describe the City's water infrastructure. 4.5.1 Overall City Infrastructure The City provided 36,656 AF of water to 44,610 municipal connections in 2015. The City maintains approximately 480 miles of transmission and distribution mains, 10 reservoirs with a cumulative storage capacity of 49 MG, seven pumping stations, 21 groundwater wells, four pressure regulating stations and seven import water connections. Portions of the City infrastructure are aged and require replacement. The Master Plan outlines recommended Capital Improvement Program (CIP) improvements. Fourteen of the City Wells pump into surface reservoirs with booster stations pumping the water into the distribution system. The remaining seven wells pump directly into the City's distribution system. Water pumped from all of the wells is naturally filtered as it passes through underlying aquifers of sand, gravel, and soil. This well water only requires disinfectant treatment for system distribution. The City maintains seven imported water connections to receive water through MWD's Orange County and East Orange County Feeder pipelines. Seven metered connections with a total capacity of 60,580 gallons per minute (gpm) transferwater into the City's distribution system. Kimley)»Horn 55 Page 118 of Santa Ana 4.5.2 System Pressures MainPlace Mall Transformation Project Water Supply Assessment The system supplies potable water to two pressure zones (High Zone and Low Zone) and consists seven booster pump stations, and four pressure reducing valve/pressure sustaining valve (PRV/PSV) stations. In general, the facilities are consolidated into several stations consisting of multiple groundwater wells, a storage reservoir, and a booster pump station. At each station, the wells pump groundwater to the storage reservoir and the booster pump station pumps the water from the storage reservoir to the distribution system. The system also includes several wells that pump directly into the distribution system with no storage reservoir or booster pump station. There are four PRV/PSV stations that allow flows from the High Zone to the Low Zone. 4.5.3 Local Project Infrastructure The City owns and maintains street and water infrastructure surrounding and within the MainPlace Mall site. Mainplace Drive surrounds the north, west, and east sides of the mall. In addition to Mainplace Drive, a public street, an on -site main private drive aisle that surrounds the all four sides of the mall is located immediately adjacent to the mall structure. The project site lies at the extreme north end of the City's water system. The City has water mains in the following locations: • A 16-inch asbestos cement pipe (ACP) in Main Street, terminating at the north leg of MainPlace Drive • A 16-inch ACP in the south leg of MainPlace Drive from Main Street to the southwest mall entry drive • A 12-inch ACP in the north leg of MainPlace Drive from Main Street to the north leg of the on -site private ring road. • A 16-inch ductile iron pipe under 1-5, connecting to the MainPlace Drive main at the southwest corner of the project site A 16-inch ACP in southwest private drive entry from MainPlace Drive to the on -site private ring road. This main is located in a public utility easement (PUE). • A 16-inch ACP in south private drive entry (the Broadway extension) from MainPlace Drive to the on -site private ring road. This main is located in a PUE. • A 12-inch ACP in the on -site ring road, looping around the project site. This main is located in a PUE. In addition to the mains, the City also has approximately 15 fire hydrants near the project site and approximately 24 water meters serving the site. The infrastructure adjacent to the project site was installed in the 1990s and is not identified for replacement in the 2017 Water Master Plan. The project site is located in the City's high-pressure zone and hydrant flows are in the highest category listed in the 2017 Water Master Plan. Kimley»)Horn 55 -27 Page 119 City of Santa Ana MainPlace Mall Transformation Water Supply Assessment 4.6 Project Water Demand The City of Santa Ana uses the following factors to determine water usage: • Single Family: 130 gpd/capita Multiple Family: 120 gpd/capita High -Rise Residential: 110 gpd/capita • Commercial Recreational (hotels/motels): 180 gpd/room • Commercial: 2,500 gpd/acre (Includes office and retail uses) • Industrial: 3,500 gpd/acre • Open Space / Parks / Landscape Areas: 3,000 gpd/acre Due to the nature and density of the Project, and the uncertainty of residential unit mix, per capita averages and per acre averages are less feasible to use for calculations. Also, since the commercial development on -site is more intense than a typical commercial site, as defined in the Santa Ana zoning ordinance, the commercial water demand factor should be adjusted. For the residential component of the Project, a demand factor of 190 gpd per multi -family unit is used in lieu of the City's standard per capita usage rate because the number of residents that would occupy units on the project site is unknown. The 190 gpd per multi -family unit demand factor is consistent with the demand factors in the MWDOC Orange County Water Reliability Study. The commercial water usage rate per acre is typically based on an assumed Floor Area Ratio (FAR). The City of Santa Ana General Plan Land Use Element identifies a baseline FAR for commercial development of 0.5. Because the City's typical FAR assumption does not reflect the commercial development intensity on the site, an "equivalent" Project acreage has been calculated based on the Project's proposed commercial (retail plus office) square footage. The adjusted (increased) acreage was multiplied by the 2,500 gpd/acre typical generation rate to account for the water usage associated with this level of project intensity. The existing mall square footage was subtracted from the equivalent acreage calculation because the existing mall's water usage and projected use was previously included in the baseline UWMP demands and is therefore not an additional demand. The equivalent acreage calculation is as follows: Total Retail: 1,400,000 sf total—1,113,000 sf existing mall = 287,000 additional sf Total Office: 750,000 sf Total Commercial Space: 750,000 sf+ 287,000 sf = 1,037,000 sf Equivalent Acreage: 47.6 acres Kimleyvftrn 55 Page 120 City of Santa Ana Table 5 identifies the Project's forecasted water demand. MainPlace Mall Transformation Water Supply Assessment Table 5: MainPlace Specific Plan — Proposed Project Water Demand Use Unit Number Demand Rate (gpd) Demand (gpd) Multi -family Residential Unit 1,900 190 361,000 Hotel Room 400 180 72,000 Commercial Acres 47.6 2,500 119,000 Total 552,000 (618 AFY) The Project will be phased overtime. Table 6 identifies the anticipated level of development on the project site between 2020 to 2040. Table 6: MainPlace Phased Development Pattern and Water Demand 2020 2025 2030 2035 2040 Incremental Development Percentage 10% 50% 40% 0% 0% Accumulative Development Percentage 10% 60% 100% 100% 100% Total Project Demand 62 AFY 371 AFY 618 AFY 618 AFY 618 AFY These Project demands are compared in Table 7 to the anticipated City demands and demands increases from 2020 to 2045. Other Water Supply Assessments prepared after the most recent UWMP must be included in this analysis, and the City provided Water Supply Assessments for three other Projects: the County of Orange Civic Center Facilities Strategic Plan (OCC), the 2525 N. Main Street Residential Development (AC 2525) project, and the Elks Site Mixed -Use Development at 1660 E. First Street Project (Elan). No other project WSAs outside of the three listed above were identified by the City. The project water demands are included in the table to determine if the combined demands of the OCC project, AC 2525 residential project, Elan residential project, and MainPlace Project are within the anticipated overall City demands. Kimley>»Horn 55G-29 Page 121 of Santa Ana MainPlace Mall Transformation Project Water Supply Assessment Table 7: City Anticipated Water Demands with MainPlace and Cumulative Projects Added 2020 2025 2030 2035 20401 UWMP SFR Demand 14,092 15,137 15,241 15,237 15,259 UWMP MFR Demand 10,405 11,177 11,254 11,251 11,267 UWMP Other Demand 12,033 12,925 13,014 13,010 13,030 UWMP Landscape Demand 148 158 160 160 160 UWMP Total Demand 36,678 39,397 39,669 39,658 39,716 UWM P Accumulative Demand 23 2,742 3,014 3,003 3,061 Total Project Demand 62 371 618 618 618 Total Civic Center Demand 158 385 576 770 770 Total AC 2525 Demand 133 133 133 133 133 Total Elan Demand4 195 195 195 195 195 Total Additional Demand (Project+three projects) 548 1,084 1,522 1,716 1,716 Comparison with Accumulative Demand -525 1,658 1,492 1,287 1,345 Note: units are in acre-feet peryear(AFY). UWMP = Urban Water Management Plan; SFR = single-family residential; MRF = multi -family residential 1. Projected values perthe City of Santa Ana 2015 UWMP, Table 2-4. 2. From OCC WSA. 3. From AC 2525 WSA (net increase). 4. From Elan WSA. In 2020, the combined demand of the OCC, AC 2525, Elan, and MainPlace projects would exceed the additional anticipated City demand by 525 AF. This exceedance is approximately 1.4 percent of the overall City demand in 2020. This increase can be considered negligible in the context of the overall City water demand. In the remaining 5-year periods through 2040, the combined demand of these projects is far less than the City's anticipated additional demand. Of note, the demands in the OCC WSA seem quite high compared to the 330,000 sf of net additional office space proposed. The OCC water demand is likely considerably overstated. 4.7 Water Shortage Contingency Plan The City is committed to reducing the net water demand during the times of drought or acts of nature, in accordance with SBx7-7. The City has adopted a Water Shortage Contingency Plan and Ordinance No. NS-2877 as part of its Municipal Code. Ordinance No. NS-2877 describes the measures that may be implemented in the event of a water shortage, including different stages of action corresponding to different levels of drought. Kimley>»Horn 55C-30 Page 122 City of Santa Ana MainPlace Mall Transformation Project Water Supply Assessment Table 8: Water Shortage Contingency- Rationing Stages to Address Water Supply' Stage No. Water Supply Conditions % Shortage Phase 1 A Phase 1 Water Shortage applies during times of regional drought Shortage when, in the spirit of cooperation, the City desires to assist in overall Up to 10% water conservation and water consumption reduction Phase 2 A Phase 2 Water Shortage applies during times of regional drought Shortage when, in the spirit of cooperation, the City desires to assist in overall Up to 20% water conservation and water consumption reduction A Phase 3 Water Shortage Emergency applies during times of Phase 3 regional drought when, in the spirit of cooperation, the City desires Shortage to assist in overall water conservation and water consumption Up to 50% reduction 1. City of Santa Ana 2015 UWMP, Table 5.2.1 4.7.1 Demand Management Measures (DMM) The Santa Ana Water Utility Division, in collaboration with MWD, works to develop water conservation techniques to reduce the total potable water demand throughout the City and the greater area. In total there are 15 required Demand Management Measures (DMMs) within the City. The DMM list located in the CitVs 2015 UWMP and includes Best Management Practices (BMPs) for areas such as: operations, educational programs, residential surveys, incentive programs, efficient water saving unit replacement programs, and more applicably incentives for commercial and industrial uses.' The complete listing of DMMs follows: • No washing down hard or paved surfaces • Limit on watering hours • Re -circulating water required for water fountains and decorative water features • Drinking water served upon request only • Limits on washing vehicles Commercial lodging establishments must provide guests option to decline daily linen services • Restaurants required to use water conserving dish wash spray valves • Obligation to fix leaks, break, or malfunctions No installation of single pass cooling systems Commercial car wash systems • No excessive water flow or runoff No installation of non -recirculating water systems in commercial car wash and laundry systems No watering during or within 48 hours of measurable rainfall 5 City of Santa Ana 2015 UWMP, Chapter 6. Kimley>))Horn 55C-31 Page 123 of Santa Ana Main Place Mall Transformation Project Water Supply Assessment • No irrigation of ornamental turf on public street medians with potable water • Limit on irrigation with potable water of landscapes outside of new construction Summary and Conclusions The City's combined potable water system's existing and future water supplies during average/normal, single dry and multiple dry water conditions over a 20-year projection will meet the projected water demand associated with the Proposed Project, in accordance with California Water Code Section 10910 et seq., Government Code section 66473.3 and other applicable statutes. The City's variety of water supply sources and conservation measures play a key role in its continued ability to provide its residents and businesses with a reliable water supply. The proposed Specific Plan uses add 618 AFY of demand at buildout. Since the City has planned for significant additional demand from 2025-2040, the proposed uses associated with the Project will not negatively impact the City's ability to supply water to its service area. The Proposed Project would increase the City's total potable water demand by less than 2 percent. As shown in Table 7, under normal conditions, the City has more than adequate water supplies to meet all anticipated demands for the Proposed Project. During a single dry year, additional water would be recovered from groundwater storage and MWD surplus supplies, and the City would continue to have more than adequate water supplies. Despite Southern California's current drought conditions and anticipated drought conditions in the future, the Projects water supply is secure and not in flux. Kimley>>Horn 55 -32 Page , 24 City of Santa Ana MainPlace Mall Transformation Water Supply Assessment References City of Santa Ana Draft 2015 Urban Water Management Plan. Arcadis, U.S., Inc. City of Santa Ana 2017 Water Master Plan. Tetra Tech. Municipal Water District of Orange County, Orange County Water Reliability Study. CDM Smith County of Orange Civic Center Facilities Strategic Plan Water Supply Assessment, Tetra Tech Kimley>))Horn 55C-33 Page 1 25 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2019 TITLE: ADOPT A RESOLUTION APPROVING SITE PLAN REVIEW NO. 2019-01 AND DENSITY BONUS AGREEMENT NO. 2019-01 TO FACILITATE CONSTRUCTION OF THE FOURTH AND MAIN MIXED -USE RESIDENTIAL AND COMMERCIAL DEVELOPMENT LOCATED AT 114 AND 117 EAST FIFTH STREET {STRATEGIC PLAN NOS. 3, 2; 5, 31 /s/ Kristine Ri CITY MANAGER RECOMMENDED ACTION 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 December 3, 2019 01��►1�1�1:3q:7 1. Adopt a resolution adopting an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and re -adoption of a mitigation monitoring and reporting program. 2. Adopt a resolution adopting Site Plan Review No. 2019-01 as conditioned and Density Bonus Agreement Application No. 2019-01. 3. Authorize the City Manager to execute a Density Bonus Agreement with Toll Brothers Apartment Living or assignees for a 55-year term, for the development of a mixed -use residential and commercial development with up to 220 residential rental units, including 11 residential rental affordable units, at 114 and 117 East Fifth Street, subject to non -substantive changes approved by the City Manager and City Attorney. EXECUTIVE SUMMARY Michael McCann, representing Toll Brothers Apartment Living, is requesting approval of a site plan review (SPR) and a density bonus agreement (DBA) to allow the construction of a mixed -use development consisting of two separate buildings located on two development sites at 114 (Site A) and 117 (Site B) East Fifth Street, respectively, which would contain a total of up to 220 residential rental units and 12,350 square feet of commercial space. As proposed, the project requires approval of one waiver from the Transit Zoning Code's development standards through the density bonus agreement pursuant to California Government Code sections 65915 through 65918 and Santa Ana Municipal Code (SAMC) Section 41-1600. 60A-1 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 2 Staff is recommending approval of the applicant's request due to the project's satisfaction of meeting the intent of the Transit Zoning Code to promote a pedestrian -oriented environment with a mix of land uses. The project will also provide additional affordable rental housing stock to an underserved segment of the region's population. PLANNING COMMISSION ACTION On September 23, 2019 the Planning Commission held a public hearing on the project. The project was continued to October 28, 2019 to provide ample time to address four areas of concern: onsite amenities, the requested density bonus agreement, historic preservation options, and parking. Following the September 23 public hearing, the developer met with local historic preservation group representatives and City staff to discuss options to preserve and incorporate any intact fagade and interior building components into the project. At a work-study session on October 14, 2019, City staff presented additional details on the four areas of concern, and the public provided additional input on the project, voicing general support but expressing a strong desire to incorporate any intact, historic elements into the project. One week later on October 21, 2019, the developer presented a project alternative that includes an option to preserve two portions of the underlying building into the project, which was received positively by most historic preservation groups in attendance. Additional details are provided in the "Option to Preserve Onsite Building Facades" subsection on Page 5 of this report. On October 28, 2019, following identification of the fagade preservation option and conditions of approval crafted to ensure an open and transparent demolition process to determine feasibility of the fagade preservation option, the Planning Commission voted unanimously (5-0) to recommend that the City Council approve the project. PROJECT DESCRIPTION The project includes demolition and removal of the former and now largely -vacant First American Title Company headquarters building at 114 East Fifth Street, and removal of a surface parking lot at 117 East Fifth Street. However, a careful and phased demolition of the site is intended to reveal whether portions of the existing structures onsite can be incorporated into the overall project through fagade preservation. Additional details are provided in the "Option to Preserve Onsite Building Facades" subsection on Page 5 of this report. Once the onsite buildings are dismantled and the sites are cleared, the applicant proposes to construct a mixed -use development community on two development sites, Site A and Site B, containing up to 220 residential units, 12,350 square feet of leasable commercial area, and 332 onsite parking spaces. Table 1: Project and Location Information Item Information Pro ect Address 114 and 117 East Fifth Street Nearest Intersection Fifth and Main streets and Fifth and Bush streets General Plan Designation District Center (DC) 60A-2 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 3 Item Information Zoning Designation Transit Zoning Code (Specific Development No. 84), Downtown sub -zone Surrounding Land Uses Commercial North Mixed -Use and Parkin East Commercial South Commercial and Parkin West Site Size 2.78 acres combined Site A: 2.31, Site B: 0.47 acres Existing Site Development Site A contains a largely -vacant commercial/office building and a surface parking lot; Site B contains a surface parking lot. Use Permissions Mixed -use projects permitted by Section 41-2006 and Section 41-2007 of the SAMC. Zoning Code Sections Affected Uses Table 2A, SAMC Sec. 41-2007. SPR required pursuant to SAMC Sec. 41-2007, DBA required pursuant to SAMC Sec. 41-1600. Development Standards Transit Zoning Code, SAMC Sec. 41-2011 and 41-2023 Residential and Commercial Components Site A will contain 196 residential units, 12,350 square feet of commercial space, a resident and leasing lobby, site amenities, a bicycle storage room, and 309 parking spaces. The structure will contain seven stories and one basement level for parking. Resident amenities will include a large courtyard and pool, a rooftop amenity deck overlooking Fourth Street, and a large plaza at the corner of Fourth and Bush streets that can be programmed with outdoor dining and seating areas. The building has been designed with modern and traditional architectural elements that pay homage to the former Montgomery Ward Building, which was demolished to accommodate the current parking lot on the site. Site B is designed as a purely residential building and will contain 24 residential units and 23 onsite parking spaces. The building will also feature a lobby with resident amenities and is designed with a traditional architectural style with brick and contemporary elements such as steel and metal canopies, as well as metal and glass balconies on certain plan types of the one- and two -bedroom units. Of the development's maximum 220 units, approximately 45 will be studios (20 percent), 101 will be one -bedroom (46 percent), and 74 will be two -bedroom (34 percent). Units will range in average sizes from 570 square feet for the studio units, 625 to 800 square feet for the one - bedroom units, and 1,250 square feet for the two bedroom units. The overall parking proposed for the project, 332 spaces, provides a ratio of 1.51 parking spaces per residential unit. Based on the bedroom count, this ratio provides one parking space per bedroom in the development, with a surplus of 38 parking spaces (11 percent) that can be utilized for guest, employee, and/or onsite management parking. The applicant has also drafted a parking management plan that is described and evaluated in the Project Analysis section of this re po rt. Architecture and Amenities Both sites in the development have been carefully designed to be integrated within the existing development pattern in Downtown Santa Ana. Storefront widths, window heights, setbacks, and other architectural features have been carefully evaluated to ensure a seamless transition from 60A-3 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 4 existing buildings to the new project. Site A's elevations feature articulation, multiple volumes, and varied architectural styles to mimic the appearance of multiple buildings rather than a solid, massive structure. A corner element facing the intersection of Fourth and Main streets will pay homage to the former Montgomery Ward building at the site; this element will feature a projected tower component and up -lighting. Site B's elevations have been carefully designed to resemble an older structure to complement other structures in Downtown, with contemporary elements in place. Both structures will feature durable metal siding, brick, glass, smooth stucco finishes, metal canopies, and textured blocks. The development will feature amenities commonly found at other upscale mixed -use developments in the region. These include a large courtyard with pool, spa, clubroom, fitness room, and landscaping in the center of Site A; an amenity deck overlooking Main Street on Site A; a clubroom and roof terrace on the 7th floor of Site A overlooking Fourth and Bush streets; a leasing office and lounge in Site A; a bike locker in Site A; and a ground -floor lobby and resident amenity area in Site B. The roof deck has been designed to accommodate future expansion in the event it can comply with Building and Fire codes, and is designed to accommodate a potential commercial tenant such as a cafe or lounge in the event separate plans for improvements are submitted. In addition, the project will feature enhanced sidewalks along the buildings' base, and the large, public ground -level courtyard at the corner of Fourth and Bush streets will feature paving materials and patterns that will match existing conditions on Fourth Street to ensure a seamless transition from the public right-of-way to the project. Additional amenity space may be incorporated into the project within the ground floor mezzanines and/or the roof top amenity deck. This concept will be included as a condition of approval and will be implemented when the project is submitted into building plan check. Site and Area Background The Transit Zoning Code was adopted in July 2010 and provides a framework for mixed -use, residential, commercial, and limited industrial activities in a large section of central Santa Ana loosely bound by Flower Street, the Santa Ana (1-5) Freeway, Civic Center Drive, Grand Avenue, and First Street. The plan area contains six sub -zones that allow various types and ranges of intensity, as well as two industrial overlay districts where industrial uses in place at the time of the code's adoption are allowed to continue. The Downtown sub -zone in which the project is proposed allows a variety of mixed -use developments that are intended to contribute to creating a dynamic, transit -oriented area for residents, business owners, and visitors, and to lessen the need for automobile dependence. Amendments to the Transit Zoning Code in July 2019 modernized certain sections of the code and further the goals and vision of the plan area. The original First American Title Company headquarters buildings (now connected as one) were constructed in 1931 and 1949; subsequent additions and remodels in 1966, 1976, and 1977 resulted in large portions of the building being concealed behind contemporary additions and fagade remodels. In 1960, the original Montgomery Ward building at the northeast corner of Fourth and Main streets was vacated as the department store relocated to the new Honer Plaza (now Bristol Marketplace) at Bristol and 17th streets; the building was later demolished in 1974 for the construction of the site's current surface parking lot. In August 2018, the applicant submitted the 60A-4 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 5 proposed mixed -use development, which is the first major mixed -use, mixed -income development proposed in Downtown Santa Ana since the Transit Zoning Code was adopted in 2010. Since submitting the application, the applicant has met with nearby neighborhood associations, business leaders, historic preservation groups, and other interested parties. A full list of neighborhood outreach efforts and details on the Sunshine Ordinance community meeting is provided in Table 2 of this report. Option to Preserve Onsite Building Facades Following extensive input by local historic preservation groups and coordination among historic preservation groups, the developer, historic preservation advocates, and the City, the applicant has agreed to a careful and phased demolition of the buildings. Specifically, the applicant will remove fagade additions to the Orange County Title Company building, which was constructed in the early 1930s, in order to determine the integrity of the original fagade and interior components. Once removed, the applicant will employ consultants and historic preservation architects to prepare a report determining the feasibility of preserving the underlying facades and incorporating them into the project. Should portions of the Orange County Title Company building be intact and it is determined to be feasible to incorporate fagade portions into the project, the applicant has prepared an alternative to the proposed project that would preserve up to 50 feet of the Main Street and Fifth Street facades of the Orange County Title Company building to serve as the fagade and entry to the leasing office for Site A. This change would result in minor changes to the project, including the loss of two (2) residential units and their associated parking spaces. In addition, the developer has agreed to preserve intact interior building elements into the alternative, including decorative items and building components. Exhibits 7a and 8a in the Planning Commission staff report illustrate the fagade preservation alternative. Housing Opportunity Ordinance Compliance The City's inclusionary housing ordinance, known as the Housing Opportunity Ordinance (SAMC Sec. 41-1900 et seq.) applies to housing projects proposing five or more units that are also requesting an increase in allowable density or are in certain sections of the City that were "up - zoned" to allow additional residential development pursuant to an overlay zone or after November 28, 2011. As the proposed project is located in a section of the Transit Zoning Code area that was zoned for mixed -use development in July 2010 and is not in an overlay zone, and as the project does not propose an increase in allowable density, the Housing Opportunity Ordinance requirements of production of affordable housing do not apply to the proposed development. Conformance to Transit Zoning Code Development Standards The California Density Bonus law allows developers proposing five or more residential units to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek up to three incentives/concessions and an unlimited number of waivers, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law 60A-5 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 6 was adopted in 1979 and has since been amended at various times. Recent revisions allow affordable housing developers to request incentives/concessions and/or waivers for 100-percent affordable developments, even if they do not require a numerical density bonus. Moreover, in early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted. The project has been designed to conform to the development standards in the Transit Zoning Code, with the exception of the proposed onsite parking. However, pursuant to State of California Government Code Section 65915(p)(1) and 65915(p)(4), residential developments providing five - percent onsite affordable housing units at very -low income levels are entitled to provide onsite parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two- to three - bedroom units. The applicant has elected to exercise the option to provide this parking ratio pursuant to the California Government Code through execution of a density bonus agreement. A full description of conformance to development standards is provided in Exhibit 10 to the Planning Commission staff report. Although the project is proposing a total number of units (220) that is below the maximum City - prescribed density for the project site based on its acreage, the developer is able to seek the parking standards incentive in the California Government Code because it is providing onsite affordable units. Pursuant to California Government Code sections 65915 (d)(1) and 65915 (e)(1), a local jurisdiction is limited in its ability to deny the requested parking ratio and is preempted from denying the Density Bonus Agreement application. Analysis Section 41-2005 of the SAMC requires developments proposing over four stories in height to apply for a Site Plan Review (SPR) with the Planning Commission. As the buildings in the proposed development contain five and seven stories, approval of a SPR application is required by the Planning Commission. In addition, the project is seeking approval of a density bonus agreement to commit five percent (11 units) of the residential component to very -low income households. Through this agreement, the applicant is seeking to exercise rights afforded under the California Government Code to allow a reduced parking ratio for the project. Pursuant to SAMC Section 41-1600, density bonus agreement applications that also request a "deviation" from development standards require Planning Commission review and approval prior to City Council approval of the density bonus agreement itself. State Density Bonus Law Under the State's Density Bonus Law, developers of affordable family -oriented housing projects may request a numerical density bonus up to 35 percent from base density. The proposed development is to construct 11 very -low income affordable units, which does not require approval of a numeric density bonus but makes the project eligible to seek parking incentives pursuant to the California Government Code. Pursuant to SAMC Sec. 41-1600, the purpose of the City's Density Bonus for Affordable Housing Ordinance is "to provide increased residential densities to developers who guarantee that a portion of their residential development will be available to low income, very low-income, or senior (also known as "qualified") households." SAMC Sec. 41- Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 7 1602(c)(5) requires that affordable units provided as part of a density bonus be "comparable" to any market rate units in the project. The proposed project complies with both the California Density Bonus Law and the City's Density Bonus for Affordable Housing Ordinance. As such, a Density Bonus Agreement has been prepared (Exhibit 4). The Developer has paid the City's Density Bonus Setup fee in the amount of $65,128.47 to prepare this agreement. Key Items in the Density Bonus Agreement The following is a list of key items agreed upon in the Density Bonus Agreement: • Affordable Units. The Project shall have eleven (11) affordable units which shall be comprised of three (3) studio units, (4) one -bedroom units, and four (4) two -bedroom units. The affordable units shall be restricted to use and occupancy by eligible households for a total period of no less than fifty-five (55) years including: o The affordable units in the Project shall at all times during the term of the Agreement be rented to very low-income tenants at 50% Area Median Income (AM I ). • Affordable Rent Schedule. The affordable rents shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. • Marketing and Resident Selection Plan. Developer shall prepare and obtain City's approval a marketing program and resident selection plan for the leasing of the affordable units at the project prior to occupancy. • Selection of Tenants. The Developer shall give preference in leasing units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. Implementation of the preference will be monitored by staff in the Community Development Agency. • Monitoring. Developer agrees to pay a reasonable fee for the City's obligation to monitor Owner's compliance with the affordability restrictions contained in the Agreement. • Rental Lease Agreement. Developer shall prepare and obtain City's approval of a rental Tease agreement consistent with the terms contained in this Density Bonus Agreement. • Onsite Parking Management Plan. Developer has provided a parking management plan attached to the agreement. The Density Bonus Agreement has been signed by the Developer to acknowledge their acceptance of the terms. The Agreement is not considered final until the City Council has reviewed and approved the Agreement and the Agreement is executed by all parties. Onsite Parking The City has identified the Transit Zoning Code area for high -intensity, mixed use development in order to reduce demands for parking and traffic impacts. To address community concerns regarding 60A-7 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 8 the requested parking incentive pursuant to State Housing Law, the applicant prepared a parking study and parking management plan (PMP). As a result of the parking reduction requested, staff coordinated with the applicant to explore alternate options for providing additional offsite parking spaces, maximizing onsite parking spaces, and/or reducing parking demand on the project site. In response, Toll Brothers prepared a PMP that addresses incentives for reducing vehicle ownership, encouraging transit ridership, providing valet services onsite to maximize parking areas, and providing offsite parking spaces through long-term agreements with the City in nearby parking structures. The parking management plan indicates that, if needed, valet service for on -site vehicle stacking could create an additional 80 parking spaces, raising the total onsite parking spaces from 332 to 412. In addition, the PMP indicates that an additional 70 offsite parking spaces at a nearby City -owned parking structure could be leased on a long-term basis. When implemented, this results in an effective parking ratio of 1.83 parking spaces per residential unit with the onsite valet service, and 2.19 spaces per unit with the additional 70 offsite spaces, which exceeds the 2.15 per unit parking space requirement of the TZC. The proposed 1.51 initial, and 1.83 and 2.19 potential, parking space ratios are analyzed by a parking study submitted for the project. The parking study indicates that both parking rates will result in surplus parking onsite due to a variety of factors, including the project's: 1. Proximity to existing and future mass transit, which include standard bus service, high- capacity/express bus service, the Santa Ana Regional Transportation Center, and the under -construction OC Streetcar (light rail); 2. Location within a high ly-amen itized, mixed -use environment with shopping and major employment centers nearby; and 3. Proximity to nearby existing parking facilities, including parking structures, parking lots, and on -street parking. ENVIRONMENTAL IMPACT The proposed development required preparation of studies relating to shade and shadow, air quality and greenhouse gas emissions, cultural resources, traffic, parking, noise and vibration, Phase I environmental site assessment, hydrology, a preliminary water quality management plan, and sewer capacity. In addition, a fiscal impact and economic impact analysis was prepared by RSG, Inc. and The Concord Group. All studies evaluate the changes of the proposed revisions as compared to the existing entitlements and were reviewed for content and accuracy by the City. The technical studies evidenced that an Environmental Impact Report (EIR) Addendum to the previously -certified 2010 EIR is the appropriate CEQA document to evaluate and disclose the project's impacts. An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is .1 M Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 9 required. Pursuant to CEQA case law, an addendum applies the same thresholds as the original, certified EIR. (Citizens Against Airport Pollution v. City of San Jose (2014) 227 Cal.AppAth 788.) Moreover, pursuant to Public Resources Code section 21166 and State CEQA Guidelines section 15162, when an EIR has been certified for a project, the City shall not require a subsequent or supplemental EIR or negative declaration for the project unless the lead agency determines that one or more of the following conditions are met: 1. Substantial project changes proposed that would result in new or substantially more severe impacts than disclosed in the previous EIR; 2. Substantial changes in circumstances that would result in new or substantially more severe impacts than disclosed in the previous EIR; or 3. Significant new information has come to light that shows there will be new or substantially more severe impacts than disclosed in the previous EIR. If some changes or additions to the previously prepared EIR are necessary, but none of the conditions specified above are met, the lead agency shall prepare an Addendum. In accordance with the State CEQA Guidelines, since none of the conditions specified in section 15162 are present, an Addendum to the previously -certified 2010 EIR is the appropriate form of environmental review for the First American project. The Addendum focuses on the potential environmental impacts associated with the project that might cause a change in the conclusions of the certified 2010 EIR, including changes in circumstances or new information of substantial importance that would substantially change those conclusions. The Addendum considers whether the project results in new or substantially more severe impacts than were disclosed in the 2010 EIR and finds that no supplemental or subsequent EIR is required for the proposed development. Pursuant to State CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR is not circulated for public review. The Addendum is included with this staff report as Attachment 9. Pursuant to State CEQA Guidelines section 15164(d), the City Council must consider the Addendum together with the 2010 EIR before making a decision on the project. Previous CEQA Documentation The 2010 EIR (SCH No. 2006071100) was prepared to evaluate the potential impacts associated with the adoption of the Transit Zoning Code, which is anticipated to result in potential development of approximately 4,075 residential units, 387,000 sf of retail development, and an additional 15.5 acres of open space within the City. The 2010 EIR considers the environmental impacts relating to aesthetics; air quality; biological resources; cultural resources; hazards and hazardous materials; hydrology and water quality; land use; noise; population, housing, and employment; public services; transportation and traffic; utilities and service systems; and climate change. A mitigation monitoring and reporting program, findings of fact, and a statement of overriding consideration were adopted with the 2010 EIR. As part of the 2019 Addendum to the 2010 EIR, the original mitigation monitoring and reporting 60A-9 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 10 program must be readopted by the Planning Commission; no changes to the mitigation measures were identified as necessary through review and preparation of the 2019 Addendum. Addendum Conclusions The First American Project Addendum concludes no new or substantially greater impacts would occur with implementation of the proposed development when compared to those identified in the 2010 EIR. To fully evaluate the proposed project's impacts on the site's existing structures, a cultural resources study was prepared. Preparation of the cultural resources study for the proposed project was not required based on the fact that the site and its building are not eligible for listing as an historic resources and that the sites comprising the development are not within the boundaries of the Downtown National Historic Districts. The cultural resources study concludes that demolition of the building and clearing the sites will not result in any new, significant impacts or the need for new mitigation measures, and that due to the various additions and remodeling projects to the site's building, the building continues to be ineligible for listing on any local or national register of historic properties. Several past analyses reached similar conclusions, namely: 1. The site was not identified for inclusion in the Downtown National Historic Districts when established in December 1984; 2. The site was not identified as requiring special consideration or protection when the Transit Zoning Code was adopted in 2010 and the 2010 EIR was certified; and 3. The 2019 EIR Addendum's cultural resources study revisited the site and concluded, similar to the 1984 and 2010 analyses, that the site was ineligible for listing on any local or national historic register. Therefore, the 2010 EIR's MMRP will continue to mitigate or lessen any impacts already identified by the 2010 EIR. Following public input at the September 23, 2019 Planning Commission public hearing on the project, the cultural resources study was updated to enhance discussion of the onsite buildings and their historic prominence in Santa Ana. Moreover, two conditions of approval are proposed in order to establish a careful demolition process, public notification, fagade preservation opportunities, interior building element preservation and salvage opportunities, and provide photo -documentation. PUBLIC OUTREACH A community meeting was held on June 18, 2018 at 5:30 p.m. at the project site in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants in a 500-foot radius from the project site. Approximately 17 members of the public attended, as well as 4 City staff. The applicant provided all the required information to the City after the meeting. Details from the community meeting were posted to the project's webpage at https://www.santa-ana.orq/pb/planning-division/major-planning-proiects- and-documents/first-american-title-co-site-downtown. In addition, Planning Commission public hearings were held for the project on September 23 and on October 28, 2019. A work-study session was subsequently held on October 14, 2019, during 60A-10 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 — Fourth and Main Mixed -Use Residential and Commercial Development November 19, 2019 Page 11 which members of the community expressed general support for preserving onsite structures to the extent possible and for the overall mixed -use development. Finally, the applicant met with seven interested groups, neighborhoods, and/or individuals between June 2018 and October 2019. Meetings include those with: • Downtown, Lacy, French Park, and Logan neighborhood associations; • Downtown business owners, Santa Ana Business Council, and Downtown Inc.; and • Local historic preservation representatives 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). Approval of this item also supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability; Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with approval of these actions. Minh Thai Executive Director Planning and Building Agency Steven A. Mendoza Executive Director Community Development Agency AP la S'. RFCA\11-19-19\First American\PBA SPIR 19-01 DBA 19-01 First American 11192019. docx Exhibits: 1. Resolution — El Addendum 2. Resolution — Site Plan Review and Density Bonus Agreement 3. Planning Commission Staff Report, including Exhibits 4. Density Bonus Agreement 60A-11 *V14NIlIII il LS 12.3.19 CITY COUNCIL RESOLUTION NO. 2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR THE FIRST AMERICAN MIXED -USE DEVELOPMENT PROJECT LOCATED AT 114 EAST FIFTH STREET AND 117 EAST FIFTH STREET, AND RE -ADOPTION OF THE MITIGATION MONITORING AND REPORTING PROGRAM WHEREAS, Michael McCann, representing Toll Brothers Apartment Living (hereinafter referred to as "Applicant'), is requesting approval of Site Plan Review No. 2019-01, as conditioned, and Density Bonus Agreement No. 2019-01, as conditioned, to allow the construction of a new mixed -use residential and commercial development containing up to 220 residential units at 114 and 117 East Fifth Street; and WHEREAS, the subject Property contains 2.78 acres containing two sites at 114 and 117 East Fifth Street, currently developed with a commercial office building and surface parking lots; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Site Plan Review application and a Density Bonus Agreement application; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and Resolution No. 2019-xx Page 1 of 7 60A-12 WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, the analysis contained in the First American Title Company EIR Addendum ("2019 Addendum") concluded that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, on September 23, 2019 the Planning Commission held a duly noticed public hearing and continued the matter to October 28, 2019 and held a work- study session on the item on October 14, 2019; and WHEREAS, on October 28, 2019 at a duly noticed public hearing, the Planning Commission considered the 2019 Addendum when recommending that the City Council approve the Project; and WHEREAS, on December 3, 2019 at a duly noticed public meeting, the City Council considered the 2019 Addendum and Mitigation Monitoring And Reporting Program; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: Section 1. The above recitals are true and correct and incorporated herein by reference. Resolution No. 2019-xx Page 2 of 7 60A-13 Section 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 2010 EIR and the 2019 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The City Council further finds that the 2019 Addendum has been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. Section 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The City Council hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out Resolution No. 2019-xx Page 3 of 7 60A-14 more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby re -adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Section 5. The City Council hereby approves and adopts the 2019 Addendum, attached hereto and incorporated herein as Exhibit B. Section 6. 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, and other and 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 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five (5) working days of City Council approval of the First American Mixed -Use Development Project. Section 8. The 2010 EIR and the 2019 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. Section 9. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this resolution. Resolution No. 2019-xx Page 4 of 7 60A-15 ADOPTED this day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: k Lisa Storck 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 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 Resolution No. 2019-xx Page 5 of 7 MITIGATION MONITORING AND REPORTING PROGRAM The 2010 Transit Zoning Code EIR Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.orq/transit-zoning-code-environmental-impact-report Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 Resolution No. 2019-xx Page 6 of 7 60A-17 EXHIBIT B FIRST AMERICAN TITLE COMPANY EIR ADDENDUM The First American Title Company Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.org/pb/planning-division/major-planning-projects-and- documents/fi rst-america n-title-co-site-downtown Or by visiting: Planning and Building Agency— Planning Division Public Counter 20 Civic Center Plaza Santa Ana. CA 92701 Resolution No. 2019-xx Page 7 of 7 �� • *:1:11-11111V LS 12.3.19 CITY COUNCIL RESOLUTION NO. 2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2019- 01 AS CONDITIONED AND APPROVING DENSITY BONUS AGREEMENT NO. 2019-01 AS CONDITIONED FOR A NEW MIXED -USE RESIDENTIAL AND COMMERCIAL DEVELOPMENT FOR THE PROPERTIES LOCATED AT 114 EAST FIFTH STREET (SITE A) AND 117 EAST FIFTH STREET (SITE B) 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. Michael McCann, representing Toll Brothers Apartment Living (hereinafter referred to as "Applicant'), is requesting approval of Site Plan Review No. 2019-01, as conditioned, and Density Bonus Agreement No. 2019-01, as conditioned, to allow the construction of a new mixed -use residential and commercial development containing up to 220 residential units at 114 and 117 East Fifth Street. B. The Transit Zoning Code was adopted in 2010 as a result of interest in developing mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. C. The California Density Bonus law allows developers to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek incentives/concessions or waivers that would help the project be built without significant burden and without detriment to public health. D. On September 23, 2019, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral, and continued the matter to October 28, 2019 while holding a work-study session on the matter on October 14, 2019. Resolution No. 2019-xx Page 1 of 11 60A-19 E. On October 28, 2019, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral, and recommended that the City Council approve Site Plan Review No. 2019-01 as conditioned, and recommended City Council approval of Density Bonus Agreement No. 2019-01 as conditioned. F. On December 3, 2019, the City Council of the City of Santa Ana held a duly noticed public meeting and at that time considered all testimony, written and oral. G. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. H. The zoning designation for the subject property is Specific Development No. 84, Downtown sub -zone. I. The City Council determines that pursuant to SAMC Sections 41-2007 and 41-593.5, the project is in compliance with all applicable development standards outlined within the Specific Development Plan (SD No. 84/Transit Zoning Code), with the exception of required on -site residential parking, which, pursuant to the California Government Code sections 65915 through 65918, may be reduced through approval of the requested Density Bonus Agreement application. J. The City Council hereby determines that the following findings, which must be established in order to grant this Density Bonus Agreement pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2019-01 to allow construction of the proposed project: 1. That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will provide up to 209 market - rate rental units and 11 very -low income affordable units, contributing toward the City's rental housing stock to serve the needs of diverse and underserved populations. The area in which the project is proposed, the Transit Zoning Code plan area, currently contains several entitled or constructed affordable and market -rate residential communities. The construction of this project will contribute toward an economically balanced community by providing housing for Resolution No. 2019-xx Page 2 of 11 60A-20 different demographic and income levels in an area rich with employment opportunities, commercial development, and market -rate housing. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The project site is located in an area already identified in both the City's Zoning Code (the Transit Zoning Code) and General Plan (the Land Use and Housing elements) for new residential communities. Moreover, the proposed densities of 84 and 50 units per acre on Site A and Site B, respectively, is consistent with the anticipated development intensity of 90 units per acre in the General Plan Land Use element, and is below the density bonus provisions in the California Density Bonus Law for family -oriented projects (35-percent density bonus) and in the City's Housing Opportunity Ordinance (35- percent density bonus). 3. That the deviation is necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires one deviation through incentives/concessions for a reduction in required on -site (off-street) parking. The deviation is described as follows: Constructing 2.0 parking spaces per residential unit and 0.15 guest parking spaces per residential unit on the project site would require the developer to construct an additional level of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. The City has identified the Transit Zoning Code area for high -intensity, mixed -use development in order to reduce demands for parking and traffic impacts. To address the parking reduction requested by the Applicant pursuant to State Housing Law, the Applicant prepared a parking study and parking management plan (PMP). The PMP adequately outlines measurable means to provide additional parking through additional onsite valet parking, off - site parking, or a combination thereof, raising the effective parking ratios to a minimum of 2.15 parking spaces per residential unit if fully implemented. As a result of the parking reduction requested, staff coordinated with the Applicant to explore alternate options Resolution No. 2019-xx Page 3 of 11 60A-21 for providing additional off -site parking spaces, maximizing on -site parking spaces, and/or reducing parking demand on the project site. In response, Toll Brothers prepared a PMP that addresses incentives for reducing vehicle ownership, encouraging transit ridership, providing valet services on -site to maximize parking areas, and providing off -site parking spaces through long-term agreements with the City in nearby parking structures. Section 2. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana hereby finds, determines, and declares as follows: Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the Applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would Resolution No. 2019-xx Page 4 of 11 60A-22 substantially reduce one or more significant effects on the environment, but which the Applicant declined to adopt. 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, and other and 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 City Council of the City of Santa Ana, after conducting the public meeting, hereby approves Site Plan Review No. 2019-01 and approves Density Bonus Agreement No. 2019-01 as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said meeting, which includes, but is not limited to: the Request for Council Action dated December 3, 2019, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 5. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this resolution. ADOPTED this day of 2019. Miguel A. Pulido Mayor Resolution No. 2019-xx Page 5 of 11 60A-23 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, 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 12019. Date: Clerk of the Council City of Santa Ana Resolution No. 2019-xx Page 6 of 11 60A-24 EXHIBIT A Conditions for Approval for Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division 1. All proposed site improvements must conform to the Development Project Review approval of DP No. 2018-20. 2. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. A residential property manager shall be on site at all times that the project is occupied and the developer and on -site management shall at all times maintain a 24-hour emergency contact and contact information on file with the City. 4. All mechanical equipment shall be screened from view from public and courtyard areas. 5. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 6. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the project site for review and approval by the Planning Division. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 60A-25 7. After project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 8. A Resident Storage Plan shall be provided for the project prior to occupancy. Storage shall be available at no cost to the residents. 9. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during project construction. 10. Prior to any structural modification activities, including removal of the 1970s-era First American Title fagade, the Applicant shall retain, at its sole expense, a professional who meets the Secretary of the Interior's Historic Preservation Professional Qualifications Standards ("Professional") as determined by the City of Santa Ana. The Professional should have experience in architectural historic preservation and adaptive re -use of historic structures. The Professional shall be onsite to monitor the controlled removal of the 1970s-era First American Title fagade from the exterior of the west building at First American Square. The exterior shall be removed in such a way as to determine if any original materials or features from the 1930s-era building remain underneath the current exterior of the building. The Professional shall assess the structural integrity of the building and whether it can be incorporated into the Project in the manner depicted in Applicant's Preservation Alternative. After removal of the First American Title fagade, no further structural demolition or construction shall occur until the Professional has prepared a report addressing the structural integrity of the building and whether it can be safely incorporated into the Project as depicted in the Applicant's Preservation Alternative ("Recommendation Report"). If the Professional concludes that the 1930s-era building can be safely and feasibly incorporated into the Project as depicted in the Applicant's Preservation Alternative, the Applicant shall implement said Alternative. If the Professional concludes that the 1930s-era building cannot be safely incorporated into the Project, the Professional shall submit the Recommendation Report to the City to document the results of the assessment. The Professional's Recommendation Report shall also address whether any exterior or interior building materials and/or features warrant further documentation prior to demolition, and shall document those materials and/or features in accordance with the requirements of the Historic American Building Survey. Archival copies of these photographs and the Professional's Recommendation Report documenting these efforts shall be submitted to the Santa Ana History Room so that they may be archived and available to the public. Z I •. The Applicant may commence construction activities, including building demolition, thirty (30) days after completion and submittal of the Recommendation Report to the City, subject to compliance with the notice and meeting requirements of Condition 10A, below. 10A. Five (5) calendar days prior to removing the 1970s-era First American Title facade, the Applicant shall provide written and electronic notice of the start date for the removal work to the following organizations and the City: Santa Ana Planning and Building Agency, Santa Ana Planning Commission, Santa Ana Historic Resources Commission, Santa Ana Historical Preservation Society, and Preserve Orange County. Notice shall be provided via email if available and in writing and delivered by overnight delivery to the address on record with the City for each named organization. Upon completion of the fagade removal work and the Recommendation Report described in Condition 10, the Applicant shall provide a copy of the Recommendation Report to the above -named organizations and the City, and shall schedule a meeting of all recipients of the Recommendation Report to discuss the findings of said report and the Applicant's decision whether it can implement the Applicant's Preservation Alternative. The meeting shall be held at least seven (7) calendar days after delivery of the Recommendation Report but no later than fifteen (15) calendar days after delivery of the Recommendation Report. Within 10 calendar days after the aforesaid meeting, the Planning and Building Agency shall complete its review of the Recommendation Report, make its determination on the feasibility of the historic preservation alternative, and notify the above -listed entities and the developer of its determination. 11. The Project shall include a publicly -accessible amenity area available to the public non-profit organizations four (4) times per calendar year, upon agreement by the non-profit organization(s) and Applicant. Any revisions to the proposed projects to include said amenity area, or any required modifications to accommodate said amenity area, shall be reviewed for substantial conformance during Building Division plan check. 12. Prior to Certificate of Occupancy issuance, public art shall be installed on the project site at a value of one -tenth of one percent (0.10%) of the total valuation of both buildings. The art may be installed on one or both of the project sites (Site A and/or Site B). The selection, design, and installation of the art shall be subject to review and approval by the Planning and Building Agency, the Community Development Agency, and the Applicant. 13. Residents of both development sites in the Project (Site A and Site B) shall have access to resident amenities and open space areas in both sites in perpetuity. 14. Prior to the issuance of a building permit, 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 60A-27 Development Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (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.); (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 Developer 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 exp--nse incurred by the City. (h) The execution and recordation of the Maintenance Agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. 60A-29 *:1:11-311111111110 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: OCTOBER 28, 2019 TITLE: PUBLIC HEARING — SITE PLAN REVIEW NO. 2019-01 AND DENSITY BONUS AGREEMENT APPLICATION NO. 2019-01 TO ALLOW CONSTRUCTION OF A MIXED -USE DEVELOPMENT AT 114 AND 117 EAST FIFTH STREET {STRATEGIC PLAN NOS. 3, 2; 5, 3) Prepared by Ali Pezeshkpour Executive Director RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO 1 Pla N ng anageranager 1. Recommend that the City Council adopt a resolution approving and adopting an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and re - adoption of a mitigation monitoring and reporting program. 2. Recommend that the City Council adopt a resolution approving Site Plan Review No. 2019-01 as conditioned. 3. Recommend that the City Council adopt a resolution recommending City Council approval of Density Bonus Agreement Application No. 2019-01. Executive Summary Michael McCann, representing Toll Brothers Apartment Living, is requesting approval of a site plan review (SPR) and a density bonus agreement (DBA) to allow the construction of a mixed -use development consisting of two separate buildings located on two development sites at 114 (Site A) and 117 (Site B) East Fifth Street, respectively, which would contain a total of up to 220 residential rental units and 12,350 square feet of commercial space. As proposed, the project requires approval of one waiver from the Transit Zoning Code's development standards through the density bonus agreement pursuant to California Government Code sections 65915 through 65918 and Santa Ana Municipal Code (SAMC) Section 41-1600. Staff is recommending approval of the applicant's request due to the project's satisfaction of meeting the intent of the Transit Zoning Code to promote a pedestrian -oriented environment with a mix of land uses and because the project will provide additional affordable rental housing stock to an underserved segment of the region's population. 60A-30 SPR No. 2019-01/DBA No. 2019-01 — First American Title Co. Development October 28, 2019 Page 2 Table 1: Protect and Location Information t Project Address 114 and 117 East Fifth Street Nearest Intersection Fifth and Main streets and Fifth and Bush streets General Plan Designation District Center (DC) Zoning Designation Transit Zoning Code (Specific Development No. 84), Downtown sub - zone Commercial North Surrounding Land Uses Mixed -Use and Parkin East Commercial South Commercial and Parkin West Site Size 2.78 acres combined Site A: 2.31; Site B: 0.47 acres Existing Site Development Site A contains a largely -vacant commercial/office building and a surface parking lot; Site B contains a surface parking lot. Use Permissions Mixed -use projects permitted by Section 41-2006 and Section 41-2007 of the SAMC. Zoning Code Sections Affected Uses Table 2A, SAMC Sec. 41-2007. SPR required pursuant to SAMC Sec. 41-2007; DBA required pursuant to SAMC Sec. 41-1600. Development Standards Transit Zoning Code, SAMC Sec. 41-2011 and 41-2023 Planning Commission Action On September 23, 2019 the Planning Commission held a public hearing on the project. The project was continued to October 28, 2019 to provide ample time to address four areas of concern: onsite amenities, the requested density bonus agreement, historic preservation options, and parking. Following the September 23 public hearing, the developer met with local historic preservation group representatives and City staff to discuss options to preserve and incorporate any intact fagade and interior building components into the project. At a work-study session on October 14, 2019, City staff presented additional details on the four areas of concern, and the public provided additional input on the project, voicing general support but expressing a strong desire to incorporate any intact, historic elements into the project. One week later on October 21, 2019, the developer presented a project alternative that includes an option to preserve two portions of the underlying building into the project, which was received positively by most historic preservation groups in attendance. Additional details are provided in the "Option to Preserve Onsite Building Facades" subsection on Page 4 of this report. Project Description The project includes demolition and removal of the former and now largely -vacant First American Title Company headquarters building at 114 East Fifth Street, and removal of a surface parking lot at 117 East Fifth Street. However, a careful and phased demolition of the site is intended to reveal whether portions of the existing structures onsite can be incorporated into the overall project through fagade preservation. Additional details are provided in the "Option to Preserve Onsite Building Facades" subsection on Page 4 of this report. 60A-31 SPR No. 2019-01/DBA No. 2019-01 — First American Title Co. Development October 28, 2019 Page 3 Once the onsite buildings are dismantled and the sites are cleared, the applicant proposes to construct a mixed -use development community on two development sites, Site A and Site B, containing up to 220 residential units, 12,350 square feet of leasable commercial area, and 332 onsite parking spaces. Residential and Commercial Components Site A will contain 196 residential units, 12,350 square feet of commercial space, a resident and leasing lobby, site amenities, a bicycle storage room, and 309 parking spaces. The structure will contain seven stories and one basement level for parking. Resident amenities will include a large courtyard and pool, a rooftop amenity deck overlooking Fourth Street, and a large plaza at the corner of Fourth and Bush streets that can be programmed with outdoor dining and seating areas. The building has been designed with modern and traditional architectural elements that pay homage to the former Montgomery Ward Building, which was demolished to accommodate the current parking lot on the site. Site B is designed as a purely residential building and will contain 24 residential units and 23 onsite parking spaces. The building will also feature a lobby with resident amenities and is designed with a traditional architectural style with brick and contemporary elements such as steel and metal canopies, as well as metal and glass balconies on certain plan types of the one- and two -bedroom units. Of the development's maximum 220 units, approximately 45 will be studios (20 percent), 101 will be one -bedroom (46 percent), and 74 will be two -bedroom (34 percent). Units will range in average sizes from 570 square feet for the studio units, 625 to 800 square feet for the one -bedroom units, and 1,250 square feet for the two bedroom units. The overall parking proposed for the project, 332 spaces, provides a ratio of 1.51 parking spaces per residential unit. Based on the bedroom count, this ratio provides one parking space per bedroom in the development, with a surplus of 38 parking spaces (11 percent) that can be utilized for guest, employee, and/or onsite management parking. The applicant has also drafted a parking management plan that is described and evaluated in the Project Analysis section of this report. Architecture and Amenities Both sites in the development have been carefully designed to be integrated within the existing development pattern in Downtown Santa Ana. Storefront widths, window heights, setbacks, and other architectural features have been carefully evaluated to ensure a seamless transition from existing buildings to the new project. The buildings' architecture is designed to lessen the massing of the project. Site A's elevations feature articulation, multiple volumes, and varied architectural styles to mimic the appearance of multiple buildings rather than a solid, massive structure. A corner element facing the intersection of Fourth and Main streets will pay homage to the former Montgomery Ward building at the site; this element will feature a projected tower component and up -lighting to enhance the prominence of the building at the intersection. Site B's elevations have been carefully designed to resemble an 60A-32 older structure to complement other structures in Downtown, with contemporary elements in places. Both structures will feature durable metal siding, brick, glass, smooth stucco finishes, metal canopies, and textured blocks. The development will feature amenities commonly found at other upscale mixed -use developments in the region. These include a large courtyard with pool, spa, clubroom, fitness room, and landscaping in the center of Site A; an amenity deck overlooking Main Street on Site A; a clubroom and roof terrace on the 7th floor of Site A overlooking Fourth and Bush streets; a leasing office and lounge in Site A; a bike locker in Site A; and a ground -floor lobby and resident amenity area in Site B. The roof deck has been designed to accommodate future expansion in the event it can comply with Building and Fire codes, and is designed to accommodate a potential tenant such as a cafe or lounge in the event separate plans for improvements are submitted. In addition, the project will feature enhanced sidewalks along the buildings' bases, and the large, public ground - level courtyard at the corner of Fourth and Bush streets will feature paving materials and patterns that will match existing conditions on Fourth Street to ensure a seamless transition from the public right-of-way to the project. Additional amenity space may be incorporated into the project within the ground floor mezzanines and/or the roof top amenity deck. This concept will be included as a condition of approval and will be implemented when the project is submitted into building plan check. Option to Preserve Onsite Building Facades Following extensive input by local historic preservation groups and coordination among historic preservation groups, the developer, historic preservation advocates, and the City, the applicant has agreed to a careful and phased demolition of the buildings onsite. Specifically, the applicant will remove fagade additions to the Orange County Title Company building, which was constructed in the early 1930s, in order to determine the integrity of the original fagade and interior components. Once removed, the applicant will employ consultants and historic preservation architects to prepare a report determining the feasibility of preserving the underlying facades and incorporating them into the project. Should portions of the Orange County Title Company building be intact and it is determined to be feasible to incorporate fagade portions into the project, the applicant has prepared an alternative to the proposed project that would be constructed instead. The alternative would preserve up to 50 feet of the Main Street and Fifth Street facades of the Orange County Title Company building to serve as the fagade and entry to the leasing office for Site A. This change would result in minor changes to the project, including the loss of two (2) residential units and their associated parking spaces. In addition, the developer has agreed to preserve intact interior building elements into the alternative, including decorative items and building components. Exhibits 7a and 8a illustrate the fagade preservation alternative. 60A-33 SPR No. 2019-01/DBA No. 2019-01 — First American Title Co. Development October 28, 2019 Page 5 Housing Opportunity Ordinance Compliance The City's inclusionary housing ordinance, known as the Housing Opportunity Ordinance (SAMC Sec. 41-1900 et seq.) applies to housing projects proposing five or more units that are also requesting an increase in allowable density or are in certain sections of the City that were "up - zoned" to allow additional residential development pursuant to an overlay zone or after November 28, 2011. As the proposed project is located in a section of the Transit Zoning Code area that was zoned for mixed -use development in July 2010 and is not in an overlay zone, and as the project does not propose an increase in allowable density, the Housing Opportunity Ordinance requirements of production of affordable housing do not apply to the proposed development. However, in an effort to respond to local housing needs based on the City's 2014 Housing Element, the applicant is voluntarily proposing to dedicate five percent (11 units) of the development to be attainable for very -low income households. The applicant will enter into a voluntary density bonus agreement (DBA), described and analyzed in the Project Analysis section of this staff report, to ensure the units are dedicated to such affordability levels for a period of a minimum of 55 years. Conformance to Transit Zoning Code Development Standards The California Density Bonus law allows developers proposing five or more residential units to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek up to three incentives/concessions and an unlimited number of waivers, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times. Recent revisions allow affordable housing developers to request incentives/concessions and/or waivers for 100-percent affordable developments, even if they do not require a numerical density bonus. Moreover, in early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted. The project has been designed to conform to the development standards in the Transit Zoning Code, with the exception of the proposed onsite parking. However, pursuant to State of California Government Code Section 65915(p)(1) and 65915(p)(4), residential developments providing five - percent onsite affordable housing units at very -low income levels are entitled to provide onsite parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two- to three -bedroom units. The applicant has elected to exercise the option to provide this parking ratio pursuant to the California Government Code through execution of a density bonus agreement. A. full description of conformance to development standards is provided in Exhibit 10 to this staff report. Although the project is proposing a total number of units (220) that is below the maximum City - prescribed density for the project site based on its acreage, the developer is able to seek the parking standards incentive in the California Government Code because it is providing onsite affordable units. 60A-34 SPR No. 2019-01/DBA No. 2019-01 — First American Title Co. Development October 28, 2019 Page 6 Pursuant to California Government Code sections 65915 (d)(1) and 65915 (e)(1), a local jurisdiction is limited in its ability to deny the requested parking ratio and is preempted from denying the Density Bonus Agreement application. Project and Site Background The Transit Zoning Code was adopted in July 2010 and provides a framework for mixed -use, residential, commercial, and limited industrial activities in a large section of central Santa Ana loosely bound by Flower Street, the Santa Ana (1-5) Freeway, Civic Center Drive, Grand Avenue, and First Street. The plan area contains six sub -zones that allow various types and ranges of intensity, as well as two industrial overlay districts where industrial uses in place at the time of the code's adoption are allowed to continue. The Downtown sub -zone in which the project is proposed allows a variety of mixed -use developments that are intended to contribute to creating a dynamic, transit -oriented area for residents, business owners, and visitors, and to lessen the need for automobile dependence. Amendments to the Transit Zoning Code in July 2019 modernized certain sections of the code and further the goals and vision of the plan area. The original First American Title Company headquarters buildings (now connected as one) were constructed in 1931 and 1949; subsequent additions and remodels in 1966, 1976, and 1977 resulted in large portions of the building being concealed behind contemporary additions and fagade remodels. In 1960, the original Montgomery Ward building at the northeast corner of Fourth and Main streets was vacated as the department store relocated to the new Honer Plaza (now Bristol Marketplace) at Bristol and 17th streets; the building was later demolished in 1974 for the construction of the site's current surface parking lot. In August 2018, the applicant submitted the proposed mixed -use development, which is the first major mixed -use, mixed -income development proposed in Downtown Santa Ana since the Transit Zoning Code was adopted in 2010. Since submitting the application, the applicant has met with nearby neighborhood associations, business leaders, and other interested parties. A full list of neighborhood outreach efforts and details on the Sunshine Ordinance community meeting is provided in Table 2 of this report. Analysis of the Issues Section 41-2005 of the SAMC requires developments proposing over four stories in height to apply for a Site Plan Review (SPR) with the Planning Commission. As the buildings in the proposed development contain five and seven stories, approval of a SPR application is required by the Planning Commission. In addition, the project is seeking approval of a density bonus agreement to voluntarily commit five percent (11 units) of the residential component to very -low income households. Through this voluntary commitment, the applicant is seeking to exercise rights afforded under the California Government Code to allow a reduced parking ratio for the project. Pursuant to SAMC Section 41- 1600, density bonus agreement applications that also request a "deviation" from development standards require Planning Commission review and approval prior to City Council approval of the density bonus agreement itself. 60A-35 SPR No. 2019-01/DBA No. 2019-01 — First American Title Co. Development October 28, 2019 Page 7 State Density Bonus Law Under the State's Density Bonus Law, developers of affordable family -oriented housing projects may request a numerical density bonus up to 35 percent from base density. The proposed development is to construct 11 very -low income affordable units, which does not require approval of a numeric density bonus but makes the project eligible to seek parking incentives pursuant to the California Government Code. Pursuant to SAMC Sec. 41-1600, the purpose of the City's ordinance is "to provide increased residential densities to developers who guarantee that a portion of their residential development will be available to low income, very low-income, or senior (also known as "qualified") households." Moreover, "The regulations are intended to...provide a balance of housing opportunities for low income, very low-income, and senior households throughout the city." Mixed -income housing developments provide a "portion" of affordable units in an integrated, mixed - income development unless it is financially or physically infeasible to do so, in which case a developer may pay an in -lieu fee to facilitate construction of affordable housing developments offsite. The City's Housing Opportunity Ordinance's furthers this goal, stating that is purpose is to "encourage the development of housing that is affordable to a range of households with varying income levels" (SAMC Sec. 41-1900). The proposed mixed -use and mixed -income community satisfies these goals by providing onsite affordable units in a highly-amenitized development and in Downtown, reducing the need for automobile dependence and encouraging transit ridership, cycling, and walking. Onsite Parking The City has identified the Transit Zoning Code area for high -intensity, mixed use development in order to reduce demands for parking and traffic impacts. To address community concerns regarding the requested parking incentive pursuant to State Housing Law, the applicant prepared a parking study and parking management plan (PMP). As a result of the parking reduction requested, staff coordinated with the applicant to explore alternate options for providing additional offsite parking spaces, maximizing onsite parking spaces, and/or reducing parking demand on the project site. In response, Toll Brothers prepared a PMP that addresses incentives for reducing vehicle ownership, encouraging transit ridership, providing valet services onsite to maximize parking areas, and providing offsite parking spaces through long-term agreements with the City in nearby parking structures. The parking management plan indicates that, if needed, valet service for on -site vehicle stacking could create an additional 80 parking spaces, raising the total onsite parking spaces from 332 to 412. In addition, the PMP indicates that an additional 70 offsite parking spaces at a nearby City -owned parking structure could be leased on a long-term basis. When implemented, this results in an effective parking ratio of 1.83 parking spaces per residential unit with the onsite valet service, and 2.19 spaces per unit with the additional 70 offsite spaces, which exceeds the 2.15 per unit parking space requirement of the TZC. The proposed 1.51 initial, and 1.83 and 2.19 potential, parking space ratios are analyzed by a parking study submitted forthe project. The parking study indicates that both parking rates will result in surplus parking onsite due to a variety of factors, including the project's: Z I •. SPR No. 2019-01/DBA No. 2019-01 — First American Title Co. Development October 28, 2019 Page 8 1. Proximity to existing and future mass transit, which include standard bus service, high- capacity/express bus service, the Santa Ana Regional Transportation Center, and the under - construction OC Streetcar (light rail); 2. Location within a highly-amenitized, mixed -use environment with shopping and major employment centers nearby; and 3. Proximity to nearby existing parking facilities, including parking structures, parking lots, and on -street parking. California Environmental Quality Act (CEQA) The proposed development required preparation of studies relating to shade and shadow, air quality and greenhouse gas emissions, cultural resources, traffic, parking, noise and vibration, Phase I environmental site assessment, hydrology, a preliminary water quality management plan, and sewer capacity. In addition, a fiscal impact and economic impact analysis was prepared by RSG, Inc. and The Concord Group. All studies evaluate the changes of the proposed revisions as compared to the existing entitlements and were reviewed for content and accuracy by the City. The technical studies evidenced that an EIR Addendum to the previously -certified 2010 EIR is the appropriate CEQA document to evaluate and disclose the project's impacts. An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is required. Pursuant to CEQA case law, an addendum applies the same thresholds as the original, certified EIR. (Citizens Against Airport Pollution v. City of San Jose (2014) 227 Cal.App.4th 788.) Moreover, pursuant to Public Resources Code section 21166 and State CEQA Guidelines section 15162, when an EIR has been certified for a project, the City shall not require a subsequent or supplemental EIR or negative declaration for the project unless the lead agency determines that one or more of the following conditions are met: 1. Substantial project changes proposed that would result in new or substantially more severe impacts than disclosed in the previous EIR; 2. Substantial changes in circumstances that would result in new or substantially more severe impacts than disclosed in the previous EIR; or 3. Significant new information has come to light that shows there will be new or substantially more severe impacts than disclosed in the previous EIR. If some changes or additions to the previously prepared EIR are necessary, but none of the conditions specified above are met, the lead agency shall prepare an Addendum. In accordance with the State CEQA Guidelines, since none of the conditions specified in section 15162 are present, an Addendum to the previously -certified 2010 EIR is the appropriate form of environmental review for the First American project. The Addendum focuses on the potential environmental impacts associated with the project that might cause a change in the conclusions of the certified 2010 EIR, including changes in circumstances or new information of substantial importance that would substantially change those 60A-37 SPR No. 2019-01/DBA No. 2019-01 — First American Title Co. Development October 28, 2019 Page 9 conclusions. The Addendum considers whether the project results in new or substantially more severe impacts than were disclosed in the 2010 EIR and finds that no supplemental or subsequent EIR is required for the proposed development. Pursuant to State CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR is not circulated for public review. The Addendum is included with this staff report as Attachment 9. Pursuant to State CEQA Guidelines section 15164(d), the Planning Commission must consider the Addendum together with the 2010 EIR before making a decision on the project. Previous CEQA Documentation The 2010 EIR (SCH No. 2006071100) was prepared to evaluate the potential impacts associated with the adoption of the Transit Zoning Code, which is anticipated to result in potential development of approximately 4,075 residential units, 387,000 sf of retail development, and an additional 15.5 acres of open space within the City. The 2010 EIR considers the environmental impacts relating to aesthetics; air quality; biological resources; cultural resources; hazards and hazardous materials; hydrology and water quality; land use; noise; population, housing, and employment; public services; transportation and traffic; utilities and service systems; and climate change. A mitigation monitoring and reporting program, findings of fact, and a statement of overriding consideration were adopted with the 2010 EIR. As part of the 2019 Addendum to the 2010 EIR, the original mitigation monitoring and reporting program must be readopted by the Planning Commission; no changes to the mitigation measures were identified as necessary through review and preparation of the 2019 Addendum. Addendum Conclusions The First American Project Addendum concludes no new or substantially greater impacts would occur with implementation of the proposed development when compared to those identified in the 2010 EIR. To fully evaluate the proposed project's impacts on the site's existing structures, a cultural resources studywas prepared. Preparation of the cultural resources studyforthe proposed project was not required based on the fact that the site and its building are not eligible for listing as an historic resources and that the sites comprising the development are not within the boundaries of the Downtown National Historic Districts. The cultural resources study concludes that demolition of the building and clearing the sites will not result in any new, significant impacts or the need for new mitigation measures, and that due to the various additions and remodeling projects to the site's building, the building continues to be ineligible for listing on any local or national register of historic properties. Several past analyses reached similar conclusions, namely: 1. The site was not identified for inclusion in the Downtown National Historic Districts when established in December 1984; 2. The site was not identified as requiring special consideration or protection when the Transit Zoning Code was adopted in 2010 and the 2010 EIR was certified; and SPR No. 2019-01/DBA No. 2019-01 —First American Title Co. Development October 28, 2019 Page 10 The 2019 EIRAddendum's cultural resources study revisited the site and concluded, similar to the 1984 and 2010 analyses, that the site was ineligible for listing on any local or national historic register. Therefore, the 2010 EIR's MMRP will continue to mitigate or lessen any impacts already identified by the 2010 EIR. Following public input at the September 23, 2019 Planning Commission public hearing on the project, the cultural resources study was updated to enhance discussion of the onsite buildings and their historic prominence in Santa Ana. Moreover, two conditions of approval are proposed in order to establish a careful demolition process, public notification, fagade preservation opportunities, interior building element preservation and salvage opportunities, and provide photo -documentation. Economic Development A fiscal and economic impact analysis prepared by RSG, Inc. and The Concord Group was submitted for the project. The analysis estimates that the proposed development will result net positive fiscal impacts to the City, the Business Improvement District, and in almost 900 new temporary or permanent jobs. Specifically, the analysis estimates the following impacts: $12.8 million net positive new General Fund revenues associated with the project over a 25- year period, resulting from: o $4 million in City permit fees, $16.9 million in revenues, and $156,000 additional property tax revenues over a 25-year period, and o $4.1 million in General Fund expenditures associated with the project over a 25-year period • 892 direct, indirect, or induced new jobs resulting from the project, of which 68 would be permanent • Approximately $204,000 in Business Improvement District (BID) funds Table 2: Strategic Plan Alignment and Public Notification & Community Outreach Plan A community meeting was held on June 18, 2018 at 5:30 p.m. at the project site in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants in a 500-foot radius from the project site. Approximately 17 members of the public attended, as well as 4 City staff. The applicant provided all the required information to the City after the meeting. Details from the community meeting were posted to the project's webpage at httl)s://www.santa- ana.org/pb/planning-division/major-planning-projects-and-documents/first-american- title-co-site-downtown . In addition, a public hearing was held on the project on September 23, 2019. A work- study session was subsequently held on October 14, 2019, during which members of the community expressed general support for preserving onsite structures to the extent possible and for the overall mixed -use development. :ion by mail was mailed to all property owners, occupants, and c within 500 feet of the project site in accordance with SAMC 60A-39 SPR No. 2019-01/DBA No. 2019-01 —First American Title Co. Development October 28, 2019 Page 11 Strate5 lic Plan Alignment, Public Notification, and Community Outreach each Newspaper posting was published in the Orange County Register in accordance with SAMC requirements. Additional Measures The applicant met with seven interested groups, neighborhoods, and/or individuals between June 2018 and October 2019. Meetings include those with: • Downtown, Lacy, French Park, and Logan neighborhood associations • Downtown business owners, Santa Ana Business Council, and Downtown Inc. • Local historic preservation representatives, as recently as October 21, 2019 Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission recommend that the City Council adopt a resolution approving Site Plan Review No. 2019-01 and Density Bonus Agreement Application No. 2019-01 as conditioned. Ali Pezeshkpour, AICP Senior Planner IM W01 S:\Planning Commission\2019\First American Development\SPR19-1 DBA19-1 First American Devi 10282019.pc Exhibits: 1. Resolution (EIR Addendum) 2. Resolution (Site Plan Review and Density Bonus Agreement) 3. Vicinity Zoning and Aerial Map 4. Site Photos 5. Site Plan 6. Unit Floor Plans 7. Building Elevations 7a. Building Elevations for Fagade Preservation Alternative 8. Building Perspectives 8a. Building Perspectives for Fagade Preservation Alternative 9. Landscape Plans 10. Conformance to Development and Parking Standards 11. 2019 EIR Addendum and Technical Appendices 12. 2010 Transit Zoning Code EIR 13. Parking Study and Parking Management Plan 14. Fiscal and Economic Impact Analysis 15. Draft Density Bonus Agreement 16. Public Comments This page left blank intentionally. 60A-41 EXHIBIT 1 60A-42 This page left blank intentionally. I&Rur2:2F1 CITY COUNCIL RESOLUTION NO. 2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR THE FIRST AMERICAN MIXED -USE DEVELOPMENT PROJECT AND RE - ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM WHEREAS, Michael McCann, representing Toll Brothers Apartment Living (hereinafter referred to as "Applicant'), is requesting approval of Site Plan Review No. 2019-01, as conditioned, and Density Bonus Agreement No. 2019-01, as conditioned, to allow the construction of a new mixed -use residential and commercial development containing up to 220 residential units at 114 and 117 East Fifth Street; and WHEREAS, the subject Property contains 2.78 acres containing two sites at 114 and 117 East Fifth Street, currently developed with a commercial office building and surface parking lots; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Site Plan Review application and a Density Bonus Agreement application; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162: and WHEREAS, the analysis contained in the First American Title Company EIR Addendum ("2019 Addendum") concluded that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, on September 23, 2019 the Planning Commission held a duly noticed public hearing and continued the matter to October 28, 2019 and held a work- study session on the item on October 14, 2019; and WHEREAS, on October 28, 2019 at a duly noticed public hearing, the Planning Commission considered the 2019 Addendum when recommending that the City Council approve the Project; and WHEREAS, on November 19, 2019 at a duly noticed public hearing, the City Council considered the 2019 Addendum and Mitigation Monitoring And Reporting Program; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: Section 1. The above recitals are true and correct and incorporated herein by reference. Section 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 2010 EIR and the 2019 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The City Council further finds that the 2019 Addendum has been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. Section 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The City Council hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby re -adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Z I •. Section 5. The City Council hereby approves and adopts the 2019 Addendum, attached hereto and incorporated herein as Exhibit B. Section 6. 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, and other and 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 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five (5) working days of City Council approval of the First American Mixed -Use Development Project. Section 8. The 2010 EIR and the 2019 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. Section 9. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this resolution. 60A-47 ADOPTED this day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney m Lisa Storck Assistant City Attorney NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers C�7�:71rI�N7_�r�i7y_��r��r_�r[�7►I_1►1�Z�7:7[e11►/9��rt'1 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 12019. Date: Clerk of the Council City of Santa Ana EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM The 2010 Transit Zoning Code EIR Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.org/transit-zoning-code-environmental-impact-report Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 Z' ' 0 EXHIBIT B FIRST AMERICAN TITLE COMPANY EIR ADDENDUM The First American Title Company Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- documents/first-american-title-co-site-downtown Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 60A-50 This page left blank intentionally. 60A-51 EXHIBIT 2 60A-52 This page left blank intentionally. 60A-53 LS 10.28.19 CITY COUNCIL RESOLUTION NO. 2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2019- 01 AS CONDITIONED AND APPROVING DENSITY BONUS AGREEMENT NO. 2019-01 AS CONDITIONED FOR A NEW MIXED -USE RESIDENTIAL AND COMMERCIAL DEVELOPMENT FOR THE PROPERTIES LOCATED AT 114 EAST FIFTH STREET (SITE A) AND 117 EAST FIFTH STREET (SITE B) 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. Michael McCann, representing Toll Brothers Apartment Living (hereinafter referred to as "Applicant'), is requesting approval of Site Plan Review No. 2019-01, as conditioned, and Density Bonus Agreement No. 2019-01, as conditioned, to allow the construction of a new mixed -use residential and commercial development containing up to 220 residential units at 114 and 117 East Fifth Street. B. The Transit Zoning Code was adopted in 2010 as a result of interest in developing mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. C. The California Density Bonus law allows developers to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek incentives/concessions or waivers that would help the project be built without significant burden and without detriment to public health. D. On September 23, 2019, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral, and continued the matter to October 28, 2019 while holding a work-study session on the matter on October 14, 2019. 60A-54 E. On October 28, 2019, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral, and recommended that the City Council approve Site Plan Review No. 2019-01 as conditioned, and recommended City Council approval of Density Bonus Agreement No. 2019-01 as conditioned. F. On November 19, 2019, the City Council of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. G. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. H. The zoning designation for the subject property is Specific Development No. 84, Downtown sub -zone. The City Council determines that pursuant to SAMC Sections 41-2007 and 41-593.5, the project is in compliance with all applicable development standards outlined within the Specific Development Plan (SD No. 84/Transit Zoning Code), with the exception of required on -site residential parking, which, pursuant to the California Government Code sections 65915 through 65918, may be reduced through approval of the requested Density Bonus Agreement application. J. The City Council hereby determines that the following findings, which must be established in order to grant this Density Bonus Agreement pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2019-01 to allow construction of the proposed project: That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will provide up to 209 market - rate rental units and 11 very -low income affordable units, contributing toward the City's rental housing stock to serve the needs of diverse and underserved populations. The area in which the project is proposed, the Transit Zoning Code plan area, currently contains several entitled or constructed affordable and market -rate residential communities. The construction of this project will contribute toward an economically balanced community by providing housing for 60A-55 different demographic and income levels in an area rich with employment opportunities, commercial development, and market -rate housing. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The project site is located in an area already identified in both the City's Zoning Code (the Transit Zoning Code) and General Plan (the Land Use and Housing elements) for new residential communities. Moreover, the proposed densities of 84 and 50 units per acre on Site A and Site B, respectively, is consistent with the anticipated development intensity of 90 units per acre in the General Plan Land Use element, and is below the density bonus provisions in the California Density Bonus Law for family -oriented projects (35-percent density bonus) and in the City's Housing Opportunity Ordinance (35- percent density bonus). 3. That the deviation is necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires one deviation through incentives/concessions for a reduction in required on -site (off-street) parking. The deviation is described as follows: Constructing 2.0 parking spaces per residential unit and 0.15 guest parking spaces per residential unit on the project site would require the developer to construct an additional level of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. The City has identified the Transit Zoning Code area for high -intensity, mixed -use development in order to reduce demands for parking and traffic impacts. To address the parking reduction requested by the Applicant pursuant to State Housing Law, the Applicant prepared a parking study and parking management plan (PMP). The PMP adequately outlines measurable means to provide additional parking through additional onsite valet parking, off - site parking, or a combination thereof, raising the effective parking ratios to a minimum of 2.15 parking spaces per residential unit if fully implemented. As a result of the parking reduction requested, staff coordinated with the Applicant to explore alternate options Z I •. for providing additional off -site parking spaces, maximizing on -site parking spaces, and/or reducing parking demand on the project site. In response, Toll Brothers prepared a PMP that addresses incentives for reducing vehicle ownership, encouraging transit ridership, providing valet services on -site to maximize parking areas, and providing off -site parking spaces through long-term agreements with the City in nearby parking structures. Section 2. 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, and other and 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 3. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana hereby finds, determines, and declares as follows: Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of 60A-57 new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 El due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the Applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the Applicant declined to adopt. Section 4. 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, and other and 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 5. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Site Plan Review No. 2019-01 and recommends approval of Density Bonus Agreement No. 2019-01 as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Council Action dated November 19, 2019, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 6. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this resolution. ADOPTED this day of 2019. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney 21 Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor 60A-59 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 12019. Date: Clerk of the Council City of Santa Ana EXHIBIT A Conditions for Approval for Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 Site Plan Review No. 2019-01 and Density Bonus Agreement No. 2019-01 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division All proposed site improvements must conform to the Development Project Review approval of DP No. 2018-20. 2. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. A residential property manager shall be on site at all times that the project is occupied and the developer and on -site management shall at all times maintain a 24-hour emergency contact and contact information on file with the City. 4. All mechanical equipment shall be screened from view from public and courtyard areas. 5. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 6. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the project site for review and approval by the Planning Division. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 60A-61 7. After project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 8. A Resident Storage Plan shall be provided for the project prior to occupancy. Storage shall be available at no cost to the residents. 9. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during project construction. 10. Prior to any structural modification activities, including removal of the 1970s-era First American Title fagade, the Applicant shall retain, at its sole expense, a professional who meets the Secretary of the Interior's Historic Preservation Professional Qualifications Standards ("Professional"). The Professional should have experience in architectural historic preservation and adaptive re -use of historic structures. The Professional shall be onsite to monitor the controlled removal of the 1970s-era First American Title fagade from the exterior of the west building at First American Square. The exterior shall be removed in such a way as to determine if any original materials or features from the 1930s-era building remain underneath the current exterior of the building. The Professional shall assess the structural integrity of the building and whether it can be incorporated into the Project in the manner depicted in Applicant's Preservation Alternative. After removal of the First American Title fagade, no further structural demolition or construction shall occur until the Professional has prepared a report addressing the structural integrity of the building and whether it can be safely incorporated into the Project as depicted in the Applicant's Preservation Alternative ("Recommendation Report"). If the Professional concludes that the 1930s-era building can be safely and feasibly incorporated into the Project as depicted in the Applicant's Preservation Alternative, the Applicant shall implement said Alternative. If the Professional concludes that the 1930s-era building cannot be safely incorporated into the Project, the Professional shall submit the Recommendation Report to the City to document the results of the assessment. The Professional's Recommendation Report shall also address whether any exterior or interior building materials and/or features warrant further documentation prior to demolition, and shall document those materials and/or features in accordance with the requirements of the Historic American Building Survey. Archival copies of these photographs and the Professional's Recommendation Report documenting these efforts shall be submitted to the Santa Ana History Room so that they may be archived and available to the public. The Applicant may commence construction activities, including building demolition, thirty (30) days after completion and submittal of the 60A-62 Recommendation Report to the City, subject to compliance with the notice and meeting requirements of Condition 10A, below. 10A. Five (5) calendar days prior to removing the 1970s-era First American Title fagade, the Applicant shall provide written and electronic notice of the start date for the removal work to the following organizations and the City: Santa Ana Planning and Building Agency, Santa Ana Planning Commission, Santa Ana Historic Resources Commission, Santa Ana Historical Preservation Society, and Preserve Orange County. Notice shall be provided via email if available and in writing and delivered by overnight delivery to the address on record with the City for each named organization. Upon completion of the fagade removal work and the Recommendation Report described in Condition 10, the Applicant shall provide a copy of the Recommendation Report to the above -named organizations and the City, and shall schedule a meeting of all recipients of the Recommendation Report to discuss the findings of said report and the Applicant's decision whether it can implement the Applicant's Preservation Alternative. The meeting shall be held at least seven (7) calendar days after delivery of the Recommendation Report but no later than fifteen (15) calendar days after delivery of the Recommendation Report. 11. The Project shall include a publicly -accessible amenity area available to the public non-profit organizations four (4) times per calendar year, upon agreement by the non-profit organization(s) and Applicant. Any revisions to the proposed projects to include said amenity area, or any required modifications to accommodate said amenity area, shall be reviewed for substantial conformance during Building Division plan check. 12. Prior to Certificate of Occupancy issuance, public art shall be installed on the project site at a value of one -tenth of one percent (0.10%) of the total valuation of both buildings. The art may be installed on one or both of the project sites (Site A and/or Site B). The selection, design, and installation of the art shall be subject to review and approval by the Planning and Building Agency, the Community Development Agency, and the Applicant. 13. Residents of both development sites in the Project (Site A and Site B) shall have access to resident amenities and open space areas in both sites in perpetuity. 14. Prior to the issuance of a building permit, 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, Developer (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 ZI • 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.); (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 Developer 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. (h) The execution and recordation of the Maintenance Agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. EXHIBIT 3 This page left blank intentionally. 60A-67 915=19 SPR No. 2019-01 & DBA No. 20 114 an "First American Title Co. Development" Zane Description vngaen.mlM p+sb.na TwmP.mdv pagvrce fngurwn np9rTmvm M9n�plt++mih g9eadm[t ■ ivSb+nlnl E+Yn ■ Commarcl+I4n�tlenbnl ip.nfi[ nbn fHaM I]...I.pm.nt ■ il+n�Mtl £APPPInE C+nyr Scum M+m i.ea cemmererx Dmnct cnmmnnnv cemm.rc.l.mn.«�m om[In � cemmunnv Eommuo.l . Arf M.1 £pmgtrGnl G.n.m Cammaod ogM a.oP4r�+l Hwvv ind,nc +l ?.rnlvfnauut Gawmmtnt C.nn. 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E rcl,l z: =o a§ f9 _ \ ox \ ."4 �} - „T i33ais Hsm A3tliS NIVW C N t V L ` q a 3 a 3 a L m o a o � o o 3 O O O a a N w O o > c O T c p M0110 illtl15 H5nu �J U © Q/� \J nth �I I:a _ o EI o 7 i4 I - I'.> This page left blank intentionally. 60A-123 EXHIBIT 10 60A-124 This page left blank intentionally. 60A-125 Conformance to Development and Parking Standards Required by the Transit Zoning Code Provided Lined Block Building Type Height (Table DT-1): 5 to 7 Stories 1. Minimum - 2 stories 2. Maximum - 10 Stories Parking Driveway Width (Table DT-5): 2-Way Driveway: Project's driveway width varies from 2-Way Driveway: 20'0" minimum and 25'0" maximum. 23'0" to 25'0". Parking (Table DT-6): Residential: 301 stalls (Per Affordable Housing Plan, State 1. Standard: 2 stalls per unit minimum and 0.15 stalls per of Califomia Government Code Section 65915(p)(1) and unit guest, and 1/400 square feet of commercial 65915(p)(4)): space. • Zero to 1 bedroom — 1 stall o Results in 473 residential and 31 commercial • 2 to 3 bedrooms — 2 stalls parking spaces required (504 total) Commercial: 31 Stalls (1/400 sf) (7 extra onsite parking spaces provided) — Approval of a Density Bonus Agreement Waiver/Concession Required • Results in 332 total onsite parking spaces (1.51 per unit onsite parking ratio) • Per Parking Management Plan, up to 412 onsite parking spaces may be provided (1.87 per unit onsite parking ratio) • Per Parking Management Plan, up to 60 additional parking spaces available offsite (2.15 per unit parking ratio Setbacks (Table DT-2): Complies; never more than 10'0" maximum- 1- Front Yard — 0'0" min, 0'0" max 2. Street Side — 0'0" min, 10'0" max 3. Side Yard — 0'0" min, no max 4. Rear Yard — 15'0" min, no max 5. Alley Yard — 3'0" min no max Frontage Type (Table DT-4): Main : 100% Shopfront, 12% Forecourt 1. Arcade — Min 50% of Frontage 4'h St.: 100% Shopfront, 38% Forecourt 2. Gallery — Min 50% of Frontage Bush St.: 31% Stoop 3. Shopfront— Min 75% of Frontage 5'h St.: 18% Stoop 4. Forecourt — Max 50% of Frontage (remainder of frontage per permitted types) 5. Stoop — Max 50% of Frontage Building Types Allowed (Table BT-1): Lined Block Flex Block, Lined Block, Stacked Dwellings, Courtyard Housing, Live -Work, Tuck Under Lined Block Width and Depth (Table BT-1): 1. Width — 250'0" 1. Width —Min 125'0" and Max 300'0" 2. Depth — 250'0" 2. Depth —Minimum 100'0" Lined Block Access Standards (Sec. 41-2023): All requirements met and shown in plan sheets- 1- The main entrance to each ground floor shall be directly from the street. 2. Entrance to residential portions of the building shall be through a dedicated street level lobby, or through a dedicated podium lobby accessible from the street of through a side yard- 3- Access to each unit above the second level, not accessed through a podium, shall be through an interior corridor of at least 6'0" with recessed doors or seating alcoves/offsets at least every 100'0". 4. Each level of the building shall have access to the garage via an elevator. Lined Block Parking Standards (Sec. 41-2023): The building provides parking via an underground and above -ground garage. All dwellings will have indirect access to parking stalls. 6Exbibit 0A-11�6 Required by the Transit Zoning Code Provided 1. All parking shall be in an underground or above- ground garage, tuck under parking, or combination thereof. 2. Dwellings shall have indirect access to their parking stall(s)- Lined Block Open Space Standards (Sec. 41-2023): Site A & Site B: 1. The common open space shall be designated as a courtyard, or in the front as a forecourt. This area 1. Required (Common + Private): 11,250 SF shall be equal to 15% of the lot and shall be open to 2- Provided (Common + Private): 40,860 SF the sky. 2. Minimum courtyard width of 20'0" when running EW All requirements met and shown in plan sheets. and 15'0" when running NS. 3. 20'0" wide courts only permit architectural projections on two opposing sides- 4- Private open space for each dwelling unit and no less than 50 SF and not less than 6'0" in each direction- 5- Private open space can be substituted for common open space or common interior space at an equivalent square footage. The minimum dimension of this space shall be 15'0" in each direction. Lined Block Landscape Standards (Sec. 41-2023): 1. N/A 1. If a front yard is present, one 24" box tree per 25'0" 2. Complies lineal feet shall be provided. 3. Complies 2. Six (6) 5-gallon shrubs and ten (10) 1-gallon size 4. N/A shrubs or ground cover per required tree. 5. Complies 3. Courtyards located above garages shall avoid the 6. N/A sensation of forced podium hardscape. 7. N/A 4. Trees in the front yard may not exceed 12-15' in height at maturity and must be suitable for built in concrete planters or containers with a 36-inch width- 5- One 36" box tree is required per courtyard that meets the minimum dimensions. For courtyards that exceed minimum dimensions, two or more 24-inch box small size trees may be substituted. 6. If a rear yard is present, at least one (1) 36" box tree per 30'0" lineal feet shall be planted- 7- If a side yard is present, at least one (1) 24" box tree per 30'0" lineal feet shall be provided - Lined Block Frontage Standards (Sec. 41-2023): All requirements met and shown in plan sheets. Entry door oriented to street/courtyard when fronting to one. Service rooms -oriented backing to corridors. Building Size and Massing Standards (Sec. 41-2023): Building Height Ratios: 1-4 (Standards Noted and Met) 5. Max Height Ratios: 1. Ground Floor— 100% a.Ground Floor — 100% 2. Level 2 — 97% b. Level 2 — 100% 3. Level 3-6 — 81 % c. Level 3-5 — 85% 4. Level 7 — 71 % d. Level 6 — 85% 6Exbibit 0A-1'�7 EXHIBIT 11 60A-128 This page left blank intentionally. 60A-129 SPR No. 2019-01 & DBA No. 2019-01, "First American Title Co. Development" 114 and 117 East Fifth Street The 2019 EIR Addendum and Technical Appendices are available online at: https://www.santa-a na.org/pb/pla n n i ng-d ivision/maio r-pla n n i ng-proiects-and-documents/fi rst- a me rica n-title-co-site-downtown Physical copies are also available by visiting the Planning Division public counter located at 20 Civic Center Plaza, Santa Ana, CA 92701 Exhibit 11— 2019 El Addendum and Technical Appendices 60A-130 This page left blank intentionally. 60A-131 EXHIBIT 12 60A-132 This page left blank intentionally. 60A-133 SPR No. 2019-01 & DBA No. 2019-01, "First American Title Co. Development" 114 and 117 East Fifth Street The 2019 EIR Addendum and Technical Appendices are available online at: https://www.santa-a na.org/transit-zon i ng-code-enyi ro n mental-i m pact -report Physical copies are also available by visiting the Planning Division public counter located at 20 Civic Center Plaza, Santa Ana, CA 92701 Exhibit 12 —2010 Transit Zoning Code EIR 60A-134 This page left blank intentionally. 60A-135 EXHIBIT 13 60A-136 This page left blank intentionally. 60A-137 PARKING STUDY AND PARKING MANAGEMENT PLAN FIRST AMERICAN PLAZA 4T" + MAIN APARTMENTS Santa Ana, California September 16, 2019 Engineers & Planners Traffic Trarsportation Parking 60A-138 September 16, 2019 Engineers& Planners Traffic Transportation Parking Mr. Michael McCann Toll Brothers Apartment Living Linscott, Law & Greenspan, Engineers 200 Spectrum Center Drive, Suite 300 2 Executive Circle Irvine, CA 92618 Suite 250 Irvine, CA 92614 LLG Reference: 2.18.3984.1 949.825.6175r 90225.6173 F Subject: Parking Study and Parking Management Plan for the `NwwIlgengineers.cam First American Plaza - 4th + Main Apartments Santa Ana, California Pasadena Irvine San Diego Woodland Hills Dear Mr. McCain: As requested, Linscott, Law & Greenspan, Engineers (LLG) is pleased to submit this Parking Study for the proposed First American Plaza — 4th + Main Apartments Project (hereinafter referred to as Project) in the City of Santa Ana, California. It is our understanding that the project is located in downtown Santa Ana which provides alternative modes of travel which results in the need to justify the use of a lower parking ratio than what is documented in the City of Santa Ana Municipal Code and the City's Transit Zone Code. The Transit Zoning Code ("TZC") establishes a minimum off -site parking requirement of 2 spaces per unit and 0.15 space per unit for guest parking. Non-residential development is to be parked at a ratio of 1 space per 400 square feet (TZC Table DT-6.). However, based on research of adopted parking standards for other jurisdictions with similar projects in a downtown, transit oriented district setting, lower parking ratios more appropriately reflect future parking demand for the Project. Further yet, given 5% of the Project's residential units are designated as very low affordable units, the parking ratios for affordable housing developments specified in the California Government Code Section 65915 were applied to the Project's residential component. Philip M. Linscon, PEpea4-oral Pursuant to our coordination efforts with City of Santa Ana staff and understanding Jack M. Greenspan, PE na, of the City's requirements, the preparation of a Parking Study, inclusive of a Parking William A. Law, PE(Rd I Paul W. Wilkinson, PE Management Plan (PMP) is required to ensure adequate parking for all Project John F. Keating, PE tenants, employees and guests, and reduce or eliminate any impacts on the DWdS Shearer, PE surrounding neighborhoods. This PMP is intended to be used to ensure that parking, John A. Daemon, PE as required for an affordable housing development such as the Project, will be Clare M. Look -Jaeger, PE sufficient to accommodate the Project's actual parking demand. Richard E.Earretto,PE 60A-139 Karl D. Maberry, PE ML62w13Company Famed IMS PROJECT DESCRIPTION AND MULTIMODAL SETTING The Project site occupies two separate parcels of land totaling 1.72-acres. The main parcel is a square shaped parcel of land that is currently developed with 113,000 SF of office space that previously served as the First American Title Company corporate offices. It is located east of Main Street, between 4d' Street and 5d' Street, and is addressed at 421 North Main Street in the City of Santa Ana, California. The second parcel is a square shape parcel of land that is currently developed as a parking lot, located on the northwest corner of Bush Street at 5d' Street. The Project site is zoned Downtown ("DT Zone") by the City's Transit Zone Code (TZC) which accommodates a mix of uses. Figure I is an existing aerial photograph of the Project site. The proposed Project includes the development of two buildings with a total of 220 apartment units and 12,350 SF of retail/commercial space, with a proposed parking supply of 332 spaces, inclusive of 8 handicap accessible stalls and 56 tandem (2°d access) stalls. Table 1 summarizes the proposed Project development totals for the site. Building 1, located east of Main Street between 5d' Street and 4d' Street, includes the development of a seven -story 196-unit apartment podium, consisting of 45 studio units, 89 one -bedroom units, and 62 two -bedroom units, with 12,350 SF of retail/commercial space on the ground floor over a 311-space parking garage (1 basement + 2 levels above grade). Building 2, located on the northwest corner of Bush Street at 5d' Street, includes the development of a five -story, 24-unit apartment building, consisting of 12 one -bedroom units and 12 two -bedroom units, over a 21- space parking garage, inclusive of one handicap accessible stall. Existing on -street (paid) parking along the project's 4d' Street frontage will be maintained Figure 2 presents the proposed site plan, prepared by MVE + Partners. Project's Pedestrian Connections Pedestrian circulation would be provided via existing public sidewalks along Main Street, Bush Street, 5d' Street and 4d' Street within the vicinity of the project frontage, which will connect to the project site. The project will protect the existing sidewalk along project frontage, and if necessary, repair or reconstruct sidewalks along the project frontage per the City's request. The existing sidewalk system within the project vicinity provides direct connectivity throughout downtown Santa Ana, inclusive of the Santa Ana Metrolink Station located on Santa Ana Boulevard east of Santiago Street, as well as the City's public parking structures located to the east and west of the subject property along 5d' Street. From the project site, it would take approximately 10 minutes to walk to the Santa Ana Metrolink Station that is 0.65 miles from the site. 60A-140 Project's Proximity to Public Transit Public transit bus service is provided in the project area by the Orange County Transportation Authority (OCTA). Five (5) OCTA bus routes operate within the vicinity of the project site on Main Street, Santa Ana Boulevard, 5`s Street, and First Street, which consists of the following • OCTA Route 53: The major route of travel is Main Street. Nearest to the project site are bus stops on Main Street — northbound and southbound east and west of the intersection with 4s' Street. Route 53 operates on approximate 30-minute headways during weekdays and 20-minute headways on weekends • OCTA Route 55: The major routes of travel include Main Street and First Street. Nearest to the project site are bus stops on First Street — eastbound and westbound west of the intersection with Main Street. Route 55 operates on approximate 30- minute headways on the weekdays and weekends. • OCTA Route 64: The major route of travel is First Street. Nearest to the project site are bus stops on First Street — eastbound and westbound south of the intersection with Main Street. Route 64 operates on approximate 30-minute headways on the weekdays and 25-minutes on the weekends. • OCTA Route 83: The major routes of travel include Main Street, Santa Ana Boulevard, 5s' Street, and Mortimer Street. Nearest to the project site are bus stops on 5s' Street — eastbound and westbound south of the intersection with Main Street. Route 83 operates on approximate 35-minute headways on the weekdays and 45-minute headways on the weekends. • OCTA Route 462: The major routes of travel include Santa Ana Boulevard and 5s' Street. Nearest to the project site are bus stops on 5s' Street — eastbound and westbound south of the intersection with Main Street. Route 462 operates on approximate 20-minute headways on the weekdays. Figure 3 graphically illustrates the transit routes of OCTA within the vicinity of the project. Figure 4 identifies the locations of the existing bus stops in proximity to the Project site. In addition to the above OCTA lines, it is our understanding that the City of Santa Ana and Garden Grove have partnered with OCTA to develop the "OC Streetcar" which will further enhance mobility throughout Downtown Santa Ana, beyond the current transit opportunities that are now availability. Figure 5 presents the anticipated transit route for the OC Streetcar. 60A-141 Project's Proximity to Bicycle Facilities The City of Santa Ana promotes bicycling as a means of mobility and a way in which to improve the quality of life within its community. The Bikeway Master Plan recognizes the needs of bicycle users and aims to create a complete and safe bicycle network throughout the City. Currently, not many bicycle facilities exist in the study area, with the exception of a Class H bike lane along Civic Center Drive, between Flower Street and Broadway. However, review of Figure 6, which presents the City's Bikeway Master Plan, shows that bicycle lanes are proposed to be built throughout the study area. As shown in Figure 6, Class II bike lanes are proposed to be integrated along Civic Center Drive, Santa Ana Boulevard, and Main Street. Notwithstanding the requirements of City Code, the actual parking demand for multifamily residential uses in transit oriented downtown districts have been found to be significantly less. The City's TZC EK for instance, recognized that "residential transit oriented developments, similar to those anticipated/planned under the Transit Zoning Code" have an average level of parking availability of 1.42 spaces per residential unit. (TZC EIR at 4.11-110.) The TZC EIR likewise noted that the TZC "is anticipated to provide parking in excess of the anticipated level of demand." (TZC EIR at 4.11-110.) The Downtown District was also anticipated to have a surplus of on -street parking spaces that would ensure adequate parking capacity within the TZC area. (TZC EIR at 4.11-110.) LLG's previous field studies of actual parking demand at existing sites similar to the project also show that parking demand at the project would be lesser than the requirements of the TZC. The Trio Apartments located at 44 N. Madison Avenue, Pasadena has an actual observed parking demand ratio of 1.22 spaces per DU. This site is located in an area where on -street parking is generally permitted. Further, several paid public parking lots are located nearby, including on the west side of Madison Avenue and a few south of Colorado Boulevard. Existing bus stops are located at the intersection of El Molino Avenue/Union Street, as well as various bus stops located Colorado Boulevard. An existing Park & Ride lot is located about 0.5 miles to the northwest of Trio Apartments, near the intersection of Marengo Avenue/Walnut Street. Further, existing Metro Light Rail stations are located at Lake Street/I-210 Freeway (about 0.5 miles from Trio Apartments) and near Raymond Avenue/Holly Street (about 0.5 miles from Trio Apartments). The adjoining land uses to Trio Apartments consist of mostly office and commercial uses. Additional locations have been surveyed which are not located in a downtown setting but have 60A-142 shown to have lower parking ratios than typical City code. These include the following: Site city Address Size Parking Demand Ratio per DU Adagio on the Green Mission Viejo 2660 Oso Parkway 256 Unit 1.45 Skye at Laguna Niguel Laguna Niguel 28100 Cabot Road 142 Unit 1.49 Apex Laguna Niguel Laguna Niguel 27960 Cabot Road 284 Unit 1.28 Furthermore, as discussed below, parking demand/empirical ratio compilations from other sources, including nearby jurisdictions with similar transit oriented districts, demonstrate that the City Code's parking ratio requirements are substantially higher than actual demand. Table 2 presents a comparison of the residential parking ratios from the City as included in the City's TZC and the City's Municipal Code, plus other sources which located in a similar downtown setting with multiple modes of travel. These additional parking codes include: 1. City of Long Beach Downtown Plan: The City of Long Beach Downtown Plan embraces a "park once" philosophy that focuses on walkability and transit options, and encourages high -density, transit -oriented development as a means to minimize overall trips. Like the TZC, the Long Beach Downtown Plan Area is served by multiple transit options, including bus lines (as a central feature of the downtown area) and train lines, and pedestrian movements include substantial walking and biking shares. Source, City of Long Beach Downtown Plan dated January 2012 prepared by AECOM. 2. Proposed City of San Diego Municipal Code Parking Ratios for Transit Areas: The City of San Diego is proposing changes to its parking ratios for transit priority areas, which are areas within one-half mile of a major transit stop. A major transit stop includes the intersection of two or more major bus routes with a frequency service interval of 15 minutes or less during the morning and afternoon peak commute periods. To determine appropriate parking rates, the City undertook testing of multifamily sites. The City found that 89% of the sites sampled had lower demand than the tested ratio.' For projects in the downtown area, 100% of the sample sites had lower parking demand than one space per unit. Conservatively the ratios identified in Table ' Seethe City of San Diego Planning Department's Transit Priority Area (TPA) Multifamily Parking Update (available at https://www.smdiego.gov/sites/default/files/ppt_-_tpa gark}pg ogryn vyew_cpc.pdt). 2 are based on San Diego Municipal Code Chapter 142.0525 Multiple Dwelling Unit Residential Uses — Required Parking Ratios for Transit Area or Transit Priority Area. As discussed above, the TZC area is replete with transit options (bus and train service) that reduce overall parking demand by emphasizing alternative forms of transit. Per the Southern California Association of Governments, the TZC and downtown Santa Ana area are located within a Transit Priority Area.' Therefore, the City of San Diego's study materials are relevant to the TZC. Along with the Codes discussed above, additional parking codes representative of transit -oriented and pedestrian friendly downtown districts are provided in Table 2. Those codes include (1) the City of Santa Monica's Parking Zoning Ordinance Update parking ratios for transit -oriented and mixed uses, (2) the TCRP Report 128 and City of Los Angeles Code for transit -oriented developments (TODs), and (3) the City of Sacramento Zoning Code Parking Regulations for their Traditional District and Urban District. The Institute of Transportation Engineers provide parking rates for residential uses similar to the project that are significantly lower than the TZC requirements. ITE's Parking Generation Manual, for instance, notes that multifamily mid -rise housing has a parking demand ratio that ranges between 1.13 spaces per unit to 1.2 spaces per unit for Center City Core and Dense Multi -Use Urban settings. As applied to the project, those rates would generate demands of approximately 242 to 264 spaces. Table 2 also presents the application of the parking ratios from each source to the project. A "blended" parking ratio (i.e., resident + guest spaces versus the 220 total units) was derived in each column. Going from the left-hand columns of Table 2 to the right-hand columns, it can be seen that the residential ratios are reduced significantly, even in comparison between the City's TZC and Municipal Code. This trend is indicative of what more jurisdictions are now doing, which is rethinking minimum parking standards to meet sustainability goals and encourage transit use, bicycling, and walking. It embraces the notion that the common practice of requiring a large amount of off-street parking spaces (as what typically results from the direct application of city code ratios) leads to inefficient land use and underutilized spaces, while placing unnecessary design and financial burden on new development projects. Households in developments located in or near downtowns, that can easily access transit stations or public parking, typically own fewer vehicles, reducing the demand for residential parking in these areas. It is evident from Table 2 that the City's Code ` See bttp://gisdata-scag.opmdata.ucgis.com/datasets/c9249b6bbaOf49829b67ce104f8lef2O Pgeometry= 117.896 % 2C33.743%2 C-117.814 / 2C33.756. 3 Sowee: FrE Parking Generation Marred, P Edi 60" A-144 parking requirements, especially the TZC, far exceed the parking needs for a downtown setting. Therefore, to help encourage mobility and make use of available public parking in the area, a reduction to the City's parking standards is needed. This type of Project is consistent with the mixed -use nature of the area, proximity to regional transit facilities and bus routes (i.e., Santa Ana Regional Transportation Center), and extensive bicycling by City of Santa Ana residents. The parking requirement for the retail component is based on City TZC ratio 1 space per 4000 square feet (SF) would result in a parking requirement of 31 spaces. The retail component of this Project is anticipated to utilize the nearby City -owned parking garages which are located on the southwest comer of 5t' Street at Main Street (7-levels, 400 spaces), and on 5d] Street at Spurgeon Street, directly east of Bush Street (4-levels, 700 spaces). Figure I also highlights the location of the city owned parking garages with respect to the proposed Project. The table below provides a summary of parking surplus (available spaces) data provided by City staff for these two City -owned parking garages during the weekday hours of 11:00 AM and 2:00 PM. Based on review this information, a minimum of 527 spaces were available during the 11:00 AM hour, whereas a minimum of 638 spaces were available at the 2:00 PM hour. Date 5th at Spurgeon Available Spaces 5° at Main Available Space Total Available Spaces HAM 2PM HAM 2PM HAM 2PM Monday, October 1, 2018 561 577 117 169 678 746 Tuesday, October 2, 2018 547 559 126 158 673 717 Wednesday, October 3, 2018 507 570 140 152 647 722 Thursday, October 4, 2018 537 581 129 120 666 701 Friday, October 5, 2018 569 573 140 100 709 673 Thursday, November 1, 2018 449 560 78 160 527 720 Friday, November 2, 2018 471 587 120 188 591 775 Monday, December 3, 2018 518 584 144 159 662 743 Tuesday, December 4, 2018 547 571 127 153 674 724 Wednesday, December 5, 2018 540 590 85 170 625 760 Thursday, December 6, 2018 554 556 107 116 661 672 Friday, December 7, 2018 485 544 89 94 574 638 Additionally, Figure 4 further highlights the hourly parking demand profile for both locations during a typical weekday, based on an evaluation of parking data provided by the City for Wednesday December 5, 2018. Review of the tabular information provided above (parking surpluses), combined with a review of Figure 4 shows that during the peak midday period there is more than 500 available spaces within the two 60A-145 nearby parking garages which could easily accommodate the parking needs for the retail component and/or guest parking; during the evening period the parking available would be even more (see Figure 4 bar chart). In the event that additional overflow residential parking were needed it is anticipated the parking garages would have more than adequate surpluses to accommodate the late evening/early morning period, although the Project would have to seek City Council approval and request permission from the City to lease spaces for the Project's residents. PARKING REQUIREMENTS City TZC Parking Requirement Table 2 summarizes the parking requirements of the Project based on application of the City's TZC ratios of 2 spaces per DU and 0.15 guest spaces per DU for residential uses, and 1 space per 400 SF of retail floor area. As shown, the Project would require 504 spaces, comprised of 473 spaces for the residential component, inclusive of guest parking, and 31 spaces for the retail component. Comparing this parking requirement against a proposed parking supply of 332 parking spaces results in a parking deficit of 172 spaces. Parking Requirement for Affordable Housing Based on the application of the affordable housing ratios listed above to the Project's residential component and City TZC code retail ratio to the commercial component, the Project would require 325 spaces, comprised of 294 spaces for the residential component, inclusive of handicapped and guest parking, and 31 spaces for the retail component. Comparing this parking requirement against the parking supply, the 325- space parking requirement is satisfied and there is an additional surplus of 7 spaces. Table 3 summarizes the resulting parking demand estimates based on the affordable housing ratios applied to the Project's residential component. As shown, the Project is designed to meet these requirements, with one parking space per bedroom provided for the residential component of the Project. The assignment of parking spaces to the various users of the Project is documented in the following Parking Management Plan. 60A-146 /AI ■■ moll Jill oil Ili I[N 11 li li I�I A�31 �II �' ■ ■ ■ ■ " d 1 !II III �! II �� II I'« hI I! It I,I� III 11 �� 1 I. ■ I� I 1 i j '_ _- i i I : _ - I ■ ■ ■ ■ 1 u I - I `I� a II II I li �i IP $ol III I I I ■ ■ ■ ■ I t on me M I I III III re a r VV ■ ■ ■ ■` s ' 1 11 n• ■ I!I J4■� �' " IN !I m — I , u r i it III III I II II - ■ ■ .. I s,��E'— � � i� �I IN lei NMI IIII Jill if I 11■ dew a �■r Amp ali pill 14 PARKING MANAGEMENT PLAN (PMP) To ensure adequate parking is provided for both tenants, employees and guests of the Project, it is recommended that when the Property Owner and/or Property Management Company deems it necessary, the following key Parking Management Strategies be implemented by the Property Owner and/or Property Management Company: PMP Measures The following measures are available to the Project to mitigate any parking impacts or deficiencies in the event the proposed onsite parking supply is determined to be greater than the allocated one parking space per bedroom rate. 1. Property Owner/Property Management Company shall assign one (1) parking space to every unit. Additional spaces may be purchased and assigned to any unit that requests additional assigned spaces. These additional purchased spaces will be assigned to the 2°d access/tandem spaces. The Property Owner/Property Management Company shall determine the allocation of parking spaces for resident tenants, guests, retail customers and employees, inclusive of spaces designated and signed for prospective resident tenants and/or short-term parking (1-hour) for retail customers. Figure 8 depicts the potential location of the five (5) spaces designated and signed for prospective resident tenant and/or 1-hour short-term parking for retail customers, subject to approval of the Property Owner/Property Management Company. 2. If the Property Owner and/or Property Management Company determine that the actual parking demand for the site exceeds the State Code's affordable housing parking requirement, the Property Owner/Property Management Company shall restrict parking on -site to only residential tenants. The only exception to this would be that the five (5) spaces designated and signed for prospective resident tenants and/or short-term parking for retail customers would remain. All retail customers and resident guests would be required to park in one of the near -by public parking structures or utilize on -street parking. The two (2) closest public parking structures are located on the southwest corner of Main Street/5d' Street and on 5d' Street at Spurgeon Street directly east of Bush Street. Figure 9 highlights the two (2) public parking structures. Based on information provided by the City, there is an excess of 500 spaces available during peak operating hours within the two (2) public parking structures. 60A-148 If the Property Owner and/or Property Management Company determine that offsite parking is required for the Project, the Property Owner/Property Management Company shall execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the retail employees. The Property Owner/Property Management Company shall secure up to 10 spaces for employees/staff of the Project's retail component as part of the agreement, which would allow the Project employees to access the designated parking structure(s) 24-hours a day seven (7) days a week. 3. If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures, that offsite parking is required for the Project's residential tenants, residential tenants may purchase additional parking within the near -by public parking structure via the agreement that the Property Owner/Property Management Company established with the City Finance Department. To facilitate this PMP measure, the Property Owner/Property Management Company would seek City Council approval and upon Council approval, execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the Project's residents. Pursuant to communications with the Finance Department, the Property Owner/Property Management Company would secure up to 60 spaces for residents of the Project's apartment component as part of the agreement, which would allow the Project residents to access the designated parking structure(s) 24-hours a day seven (7) days a week. Based on information provided by the City Finance Department, the current availability for City -owned parking is within one parking structure located at 5s' street and Spurgeon Street (Fiesta Parking Structure), where 450 spaces are available for lease. As shown in Figure 2, this City -owned structure is located within walking distance to the subject property, across Bush Street. Primary vehicular access is provided at the intersection of 5s' Street and Spurgeon Street, with gated pedestrian access provided via entries on 5th Street and Bush Street, as well as French Street. 4. In lieu of PMP Measure No. 4, the Property Owner/Property Management Company, if deemed necessary, may implement an on -site valet -assist program. Figure 10 presents the detailed valet plan which shows up to 80 additional spaces could be accommodated. To implement the valet operation, the Property Owner/Property Management Company would engage the services of a well -established valet operations 60A-149 company. A few of the valet operators that are currently being contacted are ABC Valet, PPS Parking and Elite Valet Services. 5. The parking conditions will be reviewed/monitored on a quarterly basis by the Property Owner/Property Management Company and appropriate actions detailed above will be taken to ensure that the necessary PMP measures are being implemented. Through this monitoring and cooperation with the tenants as a result of the quarterly review/monitoring, a partnership will be formed to ensure that residential tenants and retail employees and Management Company personnel on the property work together to ensure adequate parking is available. Table 4 provides a summary of the Project's composite parking supply ratio with implementation of the above -recommended PMP measures. A review of Row A of Table 4 shows that the Project's parking ratio calculates to 1.51 spaces/unit (332 spaces - 220 units). With implement of PMP measures No. 2 and No. 3, which would be attained by leasing up to 70 off -site parking spaces within the City -owned parking structure, the Project's parking supply ratio would increase to 1.55 spaces/unit (342 spaces - 220 units) and 1.83 spaces/unit (402 spaces - 220 units), respectively (See Row B and Row C of Table 4). The Project's composite parking supply ratio further increases with implementation of PMP measure no. 4, which would add an additional 80 spaces via implementation of a valet parking program. As shown in Row D of Table 4, the Project's composite parking ratio calculates to 2.19 spaces/unit (482 spaces - 220 units) with the implementation of PMP measures No. 2, No. 3 and No. 4, which exceeds the Project's residential parking requirement of 2.15 space/unit based on the City's TZC. Figure 11 is a bar chart of the Project's composite parking supply ratio with implementation of the above -recommended PMP measures, and in comparison to the City's TZC parking requirement. 60A-150 CONCLUSIONS The composite parking ratio for the proposed Project is 1.51 spaces per unit (332 provided spaces divided 220 apartment units). Comparing this ratio to what is required by other similar cities shows that the Project provides 10% to 67% more parking spaces than other apartment projects located in a downtown setting. Since the Project falls within the downtown setting and provides the opportunity for alternative modes of travel along with public on -street parking and near -by public structured parking, the proposed Project's parking supply will be sufficient (ample) to support its needs. Further yet, given 5% of the Project's residential units are designated as very low affordable units, the parking ratios for affordable housing developments specified in the California Government Code Section 65915 were applied. From this calculation, the Project would require 325 spaces, comprised of 294 spaces for the residential component, inclusive of handicapped and guest parking, and 31 spaces for the retail component (using the City's TZC retail ratio of I space per 400 SF). When compared to a supply of 332 spaces, the 325-space parking requirement is satisfied and results in a surplus of 7 spaces. Nevertheless, to ensure adequate parking is provided for both tenants, employees and guests of the Project, the Property Owner and/or Property Management Company, if they deem it necessary, would implement the appropriate Parking Management Strategy recommended in this Parking Management Plan to mitigate any parking impacts or deficiencies. * * * * * * * * * * * We appreciate the opportunity to provide this analysis. Should you have any questions, please call us at 949.825.6175. Respectively submitted, Linscott, Law & Greenspan, Engineers z C 9D. 2006 O x _ w., 6130121 Richard E. Barretto, P.E. Principal Attachments cc: Shane Green, P.E., Transportation Engineer III 60A-151 ;� lY M I � � I c `� I` � I I I T :•Itl, - I p: ti— I Cb -- - 4 =-n r j _ m -- SOURCE: MVE + PARTNERS FIGURE 2 �NO SCALE PROPOSED SITE PLAN FIRST AMERICAN PLAZA, SANTA ANA Os 6LOz—Z1-60 CZ'19M JOI 6mP'O—p t86SVbmp dwdV6mpAouo Djuos roz,d uo ws }say — t96221ZV0062Vs I IIIII�II ����.. ���� ��i{ �i • 1 r Jf n Ifff7lff� Z aNda9 O a ? 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I' I I x� 3 N I ix r I e v1Y t 1 I' '1 1 I I l..x I 1 w I * III I �I I11 �11 k 4 IIT i I w l — — — — � 12-1 i �NO SCALE SOURCE: MVE + PARTNERS FIGURE 8 = PROSPECTIVE RESIDENT TENANT AND SHORT—TERM PARKING FOR RETAIL PARKING MANAGEMENT PLAN FIRST AMERICAN PLAZA, SANTA ANA lielliwiell G�Ot-aVsVV so am emp m.-i se62V61v eweAc„aAlll I... ...Id wu - Ve6ts A000<V., a Cp= - �`y£W.'wi 1�� MIYw a v 'iy it i a= _-=- w r � ♦ ♦�,�, a ww 0 w� D r Z Q ®® U U Uo > [ NY U_ U U W S LL Q Q N VI J J Z H m O o H H d ¢VIZ �Z pU p J 51 r z r z s C s C uo �< z : z ♦'s VA � ww VA m ,9 jwlww;lw`wwj ®®® ® ®®m A -- a �;. � � a —A ww ww ♦ ww w > � ww it iw+r ir• � 0o 6IO—n-60 z<ae.oL day dMwu—d a2KA^^n dwdVbmPAono Dios 'DzDO uo , wD awu — +2649LzVDO6£V° rn 00 LO CQ co N d' 0 C'J m 02 � m 0 E L Ln rl cu It CO a --I LO r-I 02 co CO c Q m m hjddn58upied N ~ ~ ri O Q zE,Q z a WaQ N � ova � Q Q U U � w r 60A-162 TABLE 1 PROJECT DEVELOPMENT SUMMARY4 Project Land Use / Project Description Development Totals e +Main Apartments ❑ Studio Units 45 Units ❑ 1 Bedroom Units 101 Units ❑ 2 Bedroom Units 74 Units Total Residential Units: 220 Units ❑ Large Retail Suite 9,750 SF ❑ Small Retail Suite 2,600 SF Total Retail Space: 12,350 SF Parking Supply by Level ❑ Subterranean Level o Handicap Parking 3 spaces o Resident Parking — I' Access 145 spaces o Resident Parking — 2"d Access/ Tandem 13 spaces ❑ Level o Handicap Parking 5 spaces o Resident Parking — I' Access 55 spaces o Resident Parking — 2°d Access/Tandem 9 spaces o GuestParking/Leasing 5 spaces ❑ Leve12 o Resident Parking — I' Access 63 spaces o Resident Parking — 2"d Access/Tandem 34 spaces Parking Supply Allocation: o Handicap Parking 8 spaces o Resident Parking —I' Access 263spaces o Resident Parking —2ndAccess/Tandem 56spaces o Guest Parking/Leasing 5spaces Total Parking Supply 332 spaces a Source: MVE+Partners, 08/08/2019. 60A-163 50 ) ::;_! , !§ B • ; ! • E§ B . 222) mo Le TABLE 3 PARKING REQUIREMENTS BASED ON THE CITY OF SANTA ANA TRANSIT ZONING CODE Spaces Project Description Size Parking Ratio Required 4u + Main Project Retail 12,350 SF 1 space per 400 SF 31 Residential Units ( DU) Studio/l Bedroom Units 146 2 spaces per DU 292 2 Bedroom Units 74 2 spaces per DU 148 Guest Parking 220 0.15 spaces per DU 33 Subtotal 473 Total Parking Requirement: 504 Proposed Parking Supply: 332 Parking Surplus/Deficiency (+/-): -172 Residential Use Composite Parking Demand Ratio (sp/du) 2.15 60A-165 TABLE 4 PARKING REQUIREMENTS BASED ON CALIFORNIA GOVERNMENT CODE SECTION 65915 FOR AFFORDABLE HOUSING Spaces Project Description Size Parking Ratio Required e +Main Proiect Retail 12,350 SF 1 space per 400 SF 31 Affordable Housing Units ( DU) Studio/l Bedroom Units 146 1 spaces per DU 146 2 Bedroom Units 74 2 spaces per DU 148 Parking Requirement: 325 Proposed Parking Supply: 332 Parking Surplus/Deficiency (+/-): +7 60A-166 TABLE 5 PROJECT PARKING SUMMARY -COMPOSITE PARKING SUPPLY RATIOS Project Description Size Parking Ratio Spaces Required e + Main Project Retail Affordable Housing Units ( DU) Studio/l Bedroom Units 2 Bedroom Units 12,350 SF 146 74 1 space per 400 SF 1 spaces per DU 2 spaces per DU 31 146 148 Parking Requirement: 325 Proposed On -site Parking Supply: 332 A. Composite Parking Supply Ratio (sp/du) 1.51 Proposed On -site Parking Supply + 10 off -site employee spaces: 342 B. Composite Parking Supply Ratio (sp/du) 1.55 Proposed On -site Parking Supply + 70 total off -site spaces: 402 C. Composite Parking Supply Ratio (sp/du) 1.83 Proposed On -site Parking Supply + 70 total off -site spaces + 80 valet spaces: 482 D. Composite Parking Supply Ratio (sp/du) 2.19 60A-167 EXHIBIT 14 60A-168 This page left blank intentionally. 60A-169 O RSG BETTER COMMUNITIES. BOLDER FUTURES. August 30, 2019 Michael Reynolds, Principal THE CONCORD GROUP 369 San Miguel Drive, Suite 265 Newport Beach, CA 92660 4TH + MAIN MIXED -USE PROJECT, DOWNTOWN SANTA ANA DEVELOPMENT FISCAL IMPACT ANALYSIS Dear Mr. Reynolds: 17872 GILLETTE AVE. 714 541 4585 SUITE 350 INFO@WEBRSG.COM IRVINE, CA 92614 WEBRSG.COM Via Electronic Mail RSG, Inc. ("RSG") was retained by The Concord Group ("TCG") to perform a fiscal and economic impact analysis for the development of a proposed mixed -use apartment and retail project ("Project") in downtown Santa Ana, California. TCG obtained this analysis on behalf of the property owner/developer, Toll Brothers Apartment Living ("Developer"), which recently applied for redevelopment with the City of Santa Ana's ("City") Planning and Building Services Department. The Project site spans several parcels on either side of 51h Street for a total Project area of 2.78 acres. The parcels are located at 111 East 4th Street, 117 East 5th Street, and 119 East 5th Street. The larger site is the vacant First American office building property, which is 2.31-acres, and the smaller site is 0.47-acres. The Developer proposes to demolish the existing First American office building and construct one seven -story residential apartment building surrounding a two-story parking structure and including a retail component on the 41h Street side. On the smaller parcel, the developer proposes one five -story residential apartment building with parking on the first level (see Figure 1 on page 12). The Project consists of 220 units for both buildings, 209 market rate and 11 affordable units restricted to very -low income. This letter describes our analysis, methodology, and anticipated recurring fiscal impacts resulting from development of the Project. As is typical at this stage, our conclusions could evolve as the application moves forward through the design and environmental review process. In addition to the developer's estimated $4.0 million in City fees, RSG anticipates the following fiscal outcomes over a 25-year forecast period, presented in both nominal and real value (2019$) discounted at a 4 percent discount rate: Approximately $16.9 million ($9.7 million in 2019$) in additional City General Fund revenue, including construction period revenues, recurring site -specific tax, and other Project revenues. Approximately $167.1 thousand (2019$) in property tax revenue per year, as opposed to the current $11.1 thousand (2019$). The site development would generate approximately $6.7 million ($3.8 million in 2019$) after 25 years. IRVINE • BERKELEY 60A-170 Over the same 25-year period, the City General Fund expenditures associated with the Project total $4.1 million ($2.2 million in 2019$). As a result, the net new General Fund revenue is projected to be approximately $12.8 million ($7.4 million in 2019$) from the acquisition and development of the Project. The following table summarizes the estimated fiscal impacts attributed to the Project. Year -by year projections are included as an exhibit on page 11 of this report. NET NEW RECURRING GENERAL FUND FISCAL IMPACTS 4th + Main 25-Year Recurring Revenue Category Nominal NPV 4.0% Property Tax $ 6,682,574 $ 3,806,030 Property Tax In -Lieu 4,356,360 2,481,145 Utility User Tax 1,301,574 708,274 Resident -Derived Sales Tax (Regular) 696,477 38,832 Resident -Derived Sales Tax (2018 Increase) 520,471 - Retail -Derived Sales Tax (Regular) 1,722,085 379,000 Retail -Derived Sales Tax (2018 Increase) 1,286,898 339,687 Business Tax 307,552 167,360 Total Revenues $ 16,873,991 $ 9,658,495 Less City Expenditures $ (4,061,138) $ (2,209,938) NET NEW REVENUE TOTAL $ 12,812,853 $ 7,448,558 Sources: City of Santa Ana, County of Orange, California State Board of Equalization, ESRI Business Analyst Online, and RSG, Inc. PROJECT DESCRIPTION The Project site is located on several parcels in downtown Santa Ana where the vacant First American Office building stands, directly across Bush Street from Santa Ana's Fourth Street Market. The site also includes a parcel across from the First American building on 51h Street, so the development will include two individual apartment buildings, the larger of which will sit on the current First American building site, including retail along 41h and Main and a plaza area on the corner of 41h and Bush. Both buildings will include parking, the larger a two-story structure wrapped by the residential building, and the smaller a ground -level garage. There will be 220 units between the two apartment buildings, the majority of which will be market rate units (209), with the remainder being affordable to very -low income tenants (11). The following chart shows the unit breakdown by size. 60A-171 4th +Main Unit Breakdown Studio 1 Bd_ 2 Bd. Studio 2 Bd_ 45 74 Spume: Toll Brothem Aperfr nt Owing Central Orange County has seen a recent growth of infill luxury and market rate apartment construction, particularly in areas where office and other commercial uses are no longer viable. In this case, the Project entails development of 209 market -rate apartments and 11 affordable apartments, with 332 parking spaces, and amenities comparable to what is found among many newer apartment complexes built in area. As a part of the application for development with the City, the developer has been asked to provide a fiscal impact analysis of the proposed Project. The City's fiscal concerns are reasonable given the slow recovery of the Santa Ana General Fund coming out of the Global Financial Crisis. ONE-TIME FEES TO CITY AND SAUSD Based on information from the project budget, the developer anticipates the Project fees due to the City may total $4.0 million, or approximately $18.1 thousand per unit. This includes City development impact fees for transportation, traffic, parks, water and sewer, plan check and permit fees, OCFA fees, and engineering and public works fees. RSG did not include these fees in the forecast of recurring fees. RECURRING FISCAL IMPACTS Property Tax Revenue RSG utilized the current City property tax share as reported by the County of Orange ("County") Auditor Controller to estimate the City's share of property tax that would result from development of the Project. The property tax revenues presented in this report are net of any current revenues received from the site (estimated at $5.9 million in 2018-19). The net new assessed value as a result of the Project development is approximately $87.8 million (2019$). The estimated annual property tax revenue upon completion of construction is approximately $167,111 (2019$). 60A-172 PROPERTY TAX REVENUE 4th + Main Current Assessed Valuation (2018-19) $ 5,858,264 Proposed Project 93,693,331 Net New Value $ 87,835,067 City Property Tax Rate 0.190255615 Property Tax Revenues $ 167,111 Source: County of Orange Auditor Controller, RSG, Inc. RSG assumed 2 percent inflation on property tax revenues over the 25-year projection period, resulting in $6.7 million ($3.81 million in 2019$) in net new property tax revenues for the City General Fund. Please note discounted projections throughout this report reflect the net present value, or NPV, at a 4 percent discount rate. Property Tax in -lieu of Motor Vehicle License Fee Revenue The City receives property tax in -lieu of motor vehicle license fee ("MVLF") revenues, as calculated by the County Auditor -Controller. Property tax in -lieu is based on a growth rate in assessed value between 2004-05 and the current year. The City's growth rate during this period is approximately 56.597 percent. The growth rate is then applied to the City's MVLF 2004-05 base year value of $19.8 million. As a result of these calculations, the City's 2018-19 property tax in - lieu is estimated as $31.0 million. The Project is expected to increase the City's assessed value by approximately 0.42 percent, likely resulting in an increase in net new property tax in lieu of MVLF revenues of approximately $130,132; $4.4 million ($2.5 million in 2019$) over the 25-year projection period. PROPERTY TAX IN -LIEU OF MOTOR VEHICLE LICENSE FEES 4th + Main 2004-05 City Assessed Value $ 15,979,631,532 2013-14 City Assessed Value 25,023,667,349 Growth 56.597% Santa Ana 2004-05 VLF $ 19,819,113 Santa Ana 2018-19 VLF 31,036,191 Project Assessed Value ' $ 105,486,333 Increase in Assessed Value 0.42% Property Tax In -lieu Revenue $ 130,832 ' Inflated pursuant to the construction schedule Source: County of Orange Auditor Controller, RSG, Inc. 0 60A-173 Utility User Tax The City assesses a utility user tax of 5.5 percent on electricity, gas, water, and telephone revenues generated within Santa Ana. Utility costs were estimated by RSG based on a review of similar projects and utility costs in Orange County. Assumed annual utility expenditures subject to the City's UUT consist of: Gas at $270 annually ($240 in 2019$), water at $540 annually ($480 in 2019$), electric at $1,351 annually ($1,200 in 2019$), and phone at $878 annually ($780 in 2019$). Based on these assumptions, RSG estimates Project will be approximately $35,699 per year the 25-year projection period. that utility user tax revenues generated by the or $1.3 million ($708.3 thousand in 2019$) over UTILITY USER TAX REVENUE 4th + Main Energy Expenditures per Household $ Number of Households 2,950 220 Total Residential Energy Expenses $ 649,080 City Tax Rate 6% City Tax Revenues $ 35,699 Sources: City of Santa Ana Energy Information Administration, RSG, Inc Resident -Derived Sales Tax The additional residential households in Santa Ana are expected to result in increased sales for retailers and restaurants within the city. RSG obtained average annual household expenditures for households within a 5-minute driving radius of the Project from ESRI Business Analyst Online. By adjusting the household expenditures based on taxable and non-taxable sales, RSG estimates that each household generates approximately $17,000 in taxable sales per year. RSG adjusted this figure to 50 percent as the Project is in close proximity to several significant shopping centers, including Bristol/Sunflower Plaza, Bristol Marketplace, Mainplace Mall, and Downtown Santa Ana, among others, which lie within Santa Ana, however, many other shopping destinations exist in other cities nearby (Orange, Tustin, Garden Grove, Anaheim, Irvine, and Costa Mesa). In 2018, Santa Ana Voters approved a local transactions and use tax, increasing the current 7.75% sales tax by 1.5% until 2029, and then by 1 % until 2039, when the tax will expire. The initiative, which was referred to on the ballot as Measure X, was titled the "Santa Ana Neighborhood Safety, Homeless Prevention and Essential City Services Enhancement Measure," and is expected to generate approximately $60 million dollars annually until 2029, and $40 million dollars annually until 2039. RSG took this increase into consideration when analyzing the affects the new residents will have on the general fund. The total residential derived sales tax revenue from the regular tax rate is approximately $19,103; or $696 thousand ($379 thousand in 2019$) over 25 years. On top of this, the residential derived sales tax revenue from the Measure X increase is $28,654, or $520 thousand ($340 thousand in 2019$) over 25 years. 60A-174 RESIDENT -DERIVED SALES TAX REVENUE 4th + Main Taxable Household Expenditures $ 17,366 Number of Households 220 Estimated Transactions within City of Santa Ana 50% City Share of Sales Tax 1 % 2018 Sales Tax Increase 1.5% Resident -Derived Sales Tax Revenues (Regular) $ 19,103 (2018 Increase) $ 28,654 Source: California State Board of Equalization, RSG, Inc Retail -Derived Sales Tax The Project also includes 12,500 square feet of retail space. The new businesses operating in this space will also bring in sales tax revenues for the City. Since the Developer does not yet know the exact types of retail tenants that will fill the space, RSG estimated an average of $350 of sales per square foot, which equates to estimated annual sales generated by the new space of $4.3 million (2019$). Retail -derived sales tax is estimated to bring in $1.7 million after 25-years ($937 thousand in 2019$) under the regular City share of sales tax, and an additional $1.3 million ($840 thousand in 2019$) under the Measure X increase. RETAIL -DERIVED SALES TAX REVENUE 4th + Main Annual Sales General Retail $ 4,322,500 $ 4,322,500 City Share of Sales Tax 1 % 2018 Sales Tax Increase 2% Retail -Derived Sales Tax Revenues (Regular) $ 47,233 (2018 Increase) $ 70,850 Source: California State Board of Equalization, RSG, Inc. Business Tax The City assesses a business tax on retail, restaurant, and multi -family management companies. Retail and restaurant business taxes are assessed based on annual sales while management company business taxes are assessed based on a base tax rate plus a rate and surcharge per unit. The combined business tax revenues are approximately $7,571, or $308 thousand ($167 thousand in 2019$) over 25 years. 60A-175 BUSINESS TAX REVENUES 4th + Main Multifamily Business Tax Basic Tax Rate $ 56 Disability & Education Fee 4 Registration Fee 31 Per Unit Tax Rate 11 Per Unit Rental Surcharge 23 Number of Units 220 Multifamily Business Tax Revenues $ 7,571 Sources: City of Santa Ana, RSG, Inc CITY EXPENDITURES RSG utilized the additional population that will stem from people moving into the Project to estimate the total added expenditures to the City General Fund for servicing the Project. Consistent with other recent analyses prepared by RSG on projects in Santa Ana, RSG assumed that each studio would house 1.20 residents, each one -bedroom unit would house 1.75 residents, each two -bedroom unit would house 3 residents, and each three -bedroom unit would house 4.25 residents. Overall, this works out to an average household size of approximately 2.06 residents per unit, which we consider supportable given the unit mix that is more heavily weighted towards one -bedroom configurations. While Santa Ana has a much higher average household size, many of the denser residents live south of 171h Street. By comparison, within a 1-mile radius of this site, average household sizes are approximately 4.56 persons', which includes both single family and multifamily housing, and an overall larger unit sizes with two or more bedrooms. Rent levels and bedroom sizes are often a driver of occupancy, as the market rate units are expected to rent at the top end of the Santa Ana rental market, we anticipate renters to be more affluent and smaller households than what is found elsewhere in Santa Ana, and more like what exists in newer complexes being constructed today. RSG gathered data from the US Census and ESRI Business Analyst Online to estimate the equivalent full-time residents of the Project. Approximately 13 percent of Santa Ana residents work within Santa Ana, which, in effect means that the City is servicing these resident -employees 100 percent of the time. Thirty-three percent of Santa Ana residents work outside the city. Assuming the residents that work outside of the city are outside City limits from 9 am to 5 pm, Santa Ana is servicing these residents approximately 73 percent of the time. The city's remaining residential population (about 54 percent), is serviced by the City 100 percent of the time. Accounting for all residents and employees based on the percent of time spent in the city, the Project will generate a daily (24/7) population of 411 persons. RSG identified variable costs, as opposed to fixed costs, by department in the City of Santa Ana FY 2018-19 Adopted Budget. Variable costs are expenditures by the City that increase or decrease based on the residential and employee population. The City Manager and City Attorney offices, for example, are fixed costs that will not vary based on population. Meanwhile, Police and Parks and Recreation departments will experience service increases due to the added population. Source: Housing Profile, ESRI Business Analyst, 2018 Projections 7 60A-176 RSG estimated the added City expenditures as a result of the Project at approximately $111,388. Over a 25-year projection period, the Project will add $4.1 million ($2.2 million in 2019$) in City expenditures. SUMMARY OF RECURRING CITY EXPENDITURES' CITY OF SANTA ANA 4th + Main Current City Project -derived Total City Percent City Department Expenditures City Expenditures Expenditures' Increase City Manager's Office $ 2,703,450 $ - $ 2,703,450 0.00% Non -Departmental & Interfund Transfers 15,645,238 - 15,645,238 0.00% Clerk of the Council Office 1,648,822 25 1,648,847 0.00% City Attorneys Office 3,070,448 - 3,070,448 0.00% Personnel Services 1,766,698 90 1,766,788 0.01% Finance & Management Services 5,894,409 213 5,894,622 0.00% Bowers Museum Corporation 1,476,130 - 1,476,130 0.00% Parks, Recreation and Community Services 21,173,178 794 21,173,972 0.00% Police Department 130,482,534 70,774 130,553,308 0.05% Fire Services 52,129,291 28,547 52,157,838 0.05% Planning & Building Agency 12,054,462 23 12,054,485 0.00% Public Works Agency 8,166,538 - 8,166,538 0.00% Community Development Agency 980,107 - 980,107 0.00% Total in FY 2018-19 $ 257,191,306 $ 100,466 $ 257,291,771 0.04% Total in 2022-23 $ 111,388 1 For this analysis, RSG identified departmental costs in the City of Santa Ana FY 2018-19 Budget that are variable costs, as opposed to fixed costs. Variable costs are expenditures by the City that increase or decrease based on the residential and employee population in the City. For example, City Council and Human Resources salaries and wages generally are fixed costs that don at vary based on population. Meanwhile, the Fire Services and Parks & Community Services departments will likely experience service cost increases due to the added population. 2 Current expenditures are based on adopted expenditures in the City of Santa Ana's FY 2018-19 Budget. 3 Sum of current City expenditures and project -derived City expenditures. Sources: City of Santa Ana, RSG, Inc., US Census Bureau EMPLOYMENT Development and ongoing operation of the Project will generate employment opportunities, add labor income to the market area, and add value to the gross regional product. For the purpose of this analysis, RSG used the IMPLAN model to measure the economic impacts of the Project using zip code -based data for the city and county. IMPLAN is an input-output analysis software tool that tracks the interdependence among various producing and consuming sectors of the economy. According to MIG, Inc., the creators of IMPLAN, the software measures the relationship between a given set of demands for final goods and services and the inputs required to satisfy those demands. IMPLAN publishes countywide data on an annual basis; this analysis utilized the 2017 County of Orange dataset to calculate direct, indirect, and induced impacts. The IMPLAN inputs are investment or operating costs of the Project and the resulting outputs are economic impacts, including employment generation, labor income, and gross regional product. Jobs are the primary impacts calculated by IMPLAN. RSG analyzed both temporary and permanent economic impacts. The Developer's total Project cost ($86,115,870), which includes hard and soft costs and excludes the land purchase price, was used to determine temporary economic impacts resulting during construction of the Project. These costs were attributed to residential development, which corresponds to IMPLAN Sector 60, "Construction of new multifamily residential structures." 60A-177 RSG analyzed the direct, indirect, and induced effects both during the construction phase (Temporary Impacts) and operations phase (Permanent Impacts). The various types of effects are described below: • Direct Effects — Refers to the direct effects that occur on the Project site resulting from development costs and operational sales revenue. • Indirect Effects — Changes in sales, jobs, and/or income within the businesses that supply goods and services to the Project. Indirect effects do not occur directly on the Project -site but are an indirect effect to surrounding or related businesses. • Induced — Regional changes resulting from additional spending earned either directly or indirectly from the Project. The IMPLAN analysis concludes that the temporary construction component of the Project will result in 420.5 new direct full-time and part-time jobs, 186.4 indirect full-time and part-time jobs, and 216.9 induced full-time and part-time jobs within Santa Ana. The total temporary construction jobs attributed to the Project total nearly 824 full-time and part-time jobs. The permanent impacts attributed to the Project are 68 full-time and part-time jobs related to the operations of both the residential building itself, as well as the retail component of the Project. This includes 49.8 direct full-time and part-time jobs, 7.3 indirect full-time and part-time jobs, and 10.8 induced full-time and part-time jobs within Santa Ana. The following table outlines the full-time and part-time jobs within the City and County boundaries. PROJECTED EMPLOYMENT 4th + Main Temporary (Construction) Jobs Direct 420.5 Indirect 186.4 Induced 216.9 Subtotal 823.8 Permanent Jobs Direct 49.8 Indirect 7.3 Induced 10.8 Subtotal M] Total Temporary & Permanent Jobs Direct 470.3 Indirect 193.7 Induced 227.7 Total 892 Source: IMPLAN E 60A-178 NON -GENERAL FUND FISCAL IMPACTS Business Improvement District Downtown Santa Ana was established as a Business Improvement District (BID) in 1984. BIDS are assessment districts in which business owners pay special levies that go toward various improvements and promotions of the district, in this case, downtown Santa Ana. The City collects the funds and provides them to Downtown Inc. and Santa Ana Business Council, which coordinate events such as First Saturday Artwalk, Savor Santa Ana, Boca De Oro Literary Festival, Santa Ana Media Summit, Outdoor Cinema Series, and the Santa Ana Sidewalk Sales, events that advertise the downtown area and bring foot traffic for local businesses. The Project is located within the BID, so it will be charged BID fees like the other businesses in the area. Businesses are levied according to the following guidelines: • 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. • Commercial Rental Property, Rental Property, Residential and Rooming Houses shall pay an amount equal to one -quarter times their annual business license fee. All other businesses, including Professions, Trades and Services shall pay an amount equal to their annual business license fee. Based on the City's business license fee schedules, the business license for the apartments, excluding registration fees, are estimated to be $2,698 annually, 0.25 times of which is $675. The business license for all the retail combined is estimated to be $2,003 annually, excluding registration fees, 1.5 times of which is $3,005. While these funds don't directly benefit the general fund, they will increase funding going towards these downtown events and promotions, which does ultimately help the City. BUSINESS IMPROVEMENT DISTRICT FEES 4th + Main Project Annual Fees Residential Rentals 675 Retail Sales 3,005 Total $ 3,680 2019 Total BID Estimates $ 200,000 Added by Project 3,680 % Added 1.8% Total BID Revenues $ 203,680 Source: Santa Ana Business License Tax Fee Schedules, Toll Brothers 10 60A-179 t0 V (ONOO(O V O�i0 i0Oi0 i0 (OM NOS MODS Mi0 V NM M OD ~ O cyOcy cymcy 6 N NM V (O ODO N6666 N OD 3 N V V V V V V V V V V N N N N N V V V N N N N U! if OD Z N f. U! Y D N O X W (» fA fA U! N� 0 06 N O) V M N (O (O (V V (O (O N I, V O I, M OD C7 � ro m EA fA fA X N W W W O O O r r N N N M M M V V N N (O (O r r C N co m EA fA fA X 0 C N EA fA fA X� A N fz EA fA fA XOF — EA fA fA M (O (O V O N O W N M M M N N N V N r M N f� O ' X� O I� N r O V=M W N I� VM N W (O N I� Nm O M O O M f� O U! (O M � H EA fA fA D X OD U a � X N N C r r r r r r r r r r r r r r r r r r r r r r N N N M V O V N LL O z K X V O A N I W O O r M M M V V V M N O O N V I N M O r O f� M r N N N N N. N N N N N. N N N N N N N N N N N M M M M (O OD O. (p M O w w z W N N N N N N N N N N M M M M M M M M M M V V V V V V V O Z 000000000000000000000000000 O w+ > a u m 0 r N M v O co 0 O O co 0 O N 0 O N Figure 1 — Site Plan _ f " I Source: Toll Brothers Apartment Living 12 60A-181 EXHIBIT 15 60A-182 This page left blank intentionally. 60A-183 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council This DENSITY into this Free Recording pursuant to Government Code 27383 DENSITY BONUS HOUSING AGREEMENT 2019 ("Effective Ana, a charter city and municipal corporation of the Inc;, a Pennsylyama corporation (Developer". Ci collectively as the "Parties" and individually as a 13 Developer is the owner r County of Orange, State of ( Ana, California, and legally herein by this reference as if B. De-v development consi 12,350 square feet Bonus Application C. anent"), made and entered tween the City of Santa ty"), and` toll Bros.; sometimes referred to Gated within the City of Santa Ana, as 114 and 117 East Fifth Street, Santa xhibit A attached hereto and incorporated ,nstruct a mixed use commercial and residential ,-hundred and twenty (220) residential rental units and n the Property, as more particularly set forth in Density mite Plan Review No. 2019-01 ("Project'). Affordable Housing"), and California Bonus Law"), set forth a process to concessions, or waivers to property owners who guarantee that a portion of their residential development will be available to low income, very low-income, or senior (also known as "qualified") households. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities for very low-income, low income and senior households throughout the city. ode sections 41-1600, et seq. ("City Density Bonus for Govermnent Code sections 65915, et seq. ("State Density provide increased residential densities and/or incentives, D. Although the Project is proposing a total number of units (220) that is below the maximum density prescribed by the Transit Zoning Code for the Property based on its acreage, the Developer is able to seek an onsite parking standards incentive in the California Government Code because it is providing onsite affordable units. Specifically, pursuant to California Government 60A-184 Code sections 65915(p)(1) and 65915(p)(4), the Developer is seeking to provide onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three - bedroom units. E. For the purpose of implementing this State Density Bonus Law onsite parking standards incentive, Developer has agreed to restrict five percent (11 units) in the Project to very low income households. F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing. For purposes of this Agreement, the Project shall be the "housing development" as defined in the State Density Bonus Law. G. In light of the purpose of the State Density Bonus and City Density Bonus for Affordable Housing, and the express provisions of Govermr. section 65915(p), the City has determined to grant Developer's application for densi I related onsite parking standards incentive. Ale H. This Agreement, and the exhibits atta' ncorporated herein by reference, are intended to set forth the terms and cc liti. , to-' ementation of the Project's requirement to provide affordable housing ur, xch receiving the density bonus incentive set forth herein. NOW, THEREFORE, in consi,' ecitals, which are incorporated herein by this reference, and of the m ained and for other good and valuable consideration, the receipt and s s hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AY—� AN 1.1 Defini on to the terms that may be defined elsewhere in this Agreement, the following te. n used in this Agreement shall be defined as follows: 1.1.1 "Adjus ed for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). . 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable utilities allowance for utilities paid by the household using the Santa Ana Housing Authority Multi -Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to very low income tenants. Said Affordable Rent Schedule shall be N 60A-185 established at the time of the issuance of the occupancy permit ("Initial Rent Schedule") and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" means eleven (11) units, which shall be comprised of three (3) studio units, four (4) one -bedroom units, and four (4) two -bedroom units for Very Low Income Tenants. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1.1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1.6 "City" means the City of Santa Ana, California 1.1.7 "City Council" means the City( 1.1.8 "City Attorney" means the City 1.1.9 "City Manager" means the 1.1.10 "City's Planning Com* City of Santa Ana. 1.1.11 "Density which this Agreement shall be in City of Santa Ana. I of Santa Ana. of Santa Ana. Planning Commission for the lent Term" means the period during s provided for in Section 6.1 below. 1.1.12 "DeveY oi., Incw a Pennsylvania corporation, and its permitted successors and 'o a' part of the Property. "Developer" may also be referred to as "Owner"' r, aghout the Agreement. 1.1.13 means the date the City Council of City approves this Agreement and from the)eement shall be in full force and effect. 1.1.14 "Eligibl'e Household" means a Household whose income does not exceed the qualifying limit for a "very -low income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very -low income households. 1.1.15 "Household" means all persons residing in a Unit. 1.1.16 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by HCD. 1.1.17 "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate 60A-186 level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. 1.1.18 "Project" means that certain mixed use commercial and residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.19 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.20 "State Density Bonus Law" means seq., as they exist on the Effective Date. 1.1.21 "Unit" means a residential constructed by Developer pursuant to this 1.1.22 "Unrestricted Units" nice - by Developer to a Household without restrictir 1.1.23 "Very Low Incor does not exceed fifty (50%) of the are, - adjusted for household size, as pubj^ 1.2 Exhibits. The part of, this Agreement- 1.2.1 1.2.2 1.2.3 Code sections 65915, et the Project to be .ie Project to be constructed arsons and families whose income Orange County, California PMSA, are attached to, "and by this reference made a of the Property -nant Verification mival Tenant Recertification 1.2.4 Exhibit D — Annual Rental Housing Compliance Report 1.2.5 Exhibit E —Notice of Affordability Restrictions on Transfer of Property 1.2.6 Exhibit F — Unit Mix and Location Map of First Eleven Affordable Units 1.2.7 Exhibit G — Parking Management Plan 2. DEVELOPMENT OF THE PROPERTY 0 60A-187 2.1 Project. Developer shall develop, operate, and maintain the Property as a two - hundred and twenty 220) Unit mixed use commercial and residential development, with eleven 01) Affordable Units for Very Low Income Tenants. 2.2 Density Bonus. The Project shall have two -hundred and twenty(220) Units, including eleven 11 Affordable Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is not utilizing a density bonus increase provided by the State Density Bonus Law or City Density Bonus for Affordable Housing. However, Developer is only proposing two -hundred and twenty 220 Units, so Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional State and/or City Density Bonus Units on the Property. 2.3 Development Incentive. As set forth in the City entitlements, Developer petitioned for and was granted the following reduced parking ratios as pro, id4 for in Government Code Sec. 65915(p)(1) as part of the approval of Site Plan Review No. 20y `or the Project: 2.3.1 The onsite parking standards for t parking spaces per unit to 1.51 spaces per unit pursuant t, 65915(p)(1) and 65915(p)(4), which provides onsit , e reduced from 2.15 ,mment Code sections f one (1) stall for studio or one -bedroom units, and two (2) stalls for two-' 'ln oe% its, for a total of 332 onsite panting spaces for the Project. 2.4 No Further Concessions r cE '_'PS. _Nper acknowledges and agrees that the incentive set forth in section 2.3 al- 'y , 'tip y duty City may have under the Santa Ana Municipal Code, the Density 'B^nus < y other law or regulation to provide any development incentive or to wai- f ' ig, zoning, or other requirement in return for providing Affordable Units. F' , th. greement, Developer releases any and all claims Developer may have against City i- may , to or arising from City's obligation to waive requirements of or prov' �101 'nt . ,iatives pursuant to any state, federal, or local law, rule, or regulation applicad lek 2.5 Unrestric he Project, for purposes of this Agreement, may have no more than two -hundred and nine Unrestricted Units comprised of forty-two (42) studio units, ninety-six (96) one -bedroom nits and seventy-one (71) two -bedroom units. Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than eleven 11 Units, which shall be comprised of three (3) studio units, four (4) one -bedroom units, and four (4) two -bedroom units, designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6). 2.7 Minnmun Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and Z.. �.1 � .. amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units. 2.8 Permits and Processing Compliance with Laws. Developer, at its sole cost and expense, shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development, operation, and maintenance of the Project in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City shall have the option to declare this Agreement null and void in its sole discretion. 2.9 Relocation Prior to Development of Project. If re# -i is required prior to the completion of development of the Project, Developer s' sole and exclusive responsibility for providing relocation assistance and payir, is as maybe required to comply with applicable federal and state laws and reg, Ison to any other indemnity provided by Developer under this Agreement, Del, 4op, iaP iy, defend (with counsel of City's choosing and the consent of Developer sh- unreasonably withheld, and which may be joint defense counsel upon Cites lop consent), and hold harmless City and all of its officials, officers, employees ire --tati., 4unteers and agents from any and all alleged or actual claims, causes of P 'ia. .rt,* -rid damages from any third party for relocation assistance, benefits and- pr, th pletion of the development of the Project. 2.10 Local Sourcing ees to make a good faith effort to encourage contractors and suppliers tr ally, to the extent that it is cost effective and does r� not delay the overall piedule. 2.11 Mech mnification. Developer shall take all actions reasonably necessary to remove mechanic's liens or other similar liens (including design professional liens) against perty or Project, or any part thereof, by reason of work, labor, services, or materials supplie or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to 6 60A-189 Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. 3. AFFORDABILITY 3.1 Total Affordability Tenn. Each Affordable Unit shall be restricted to use and occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total Affordability Tenn"). The Total Affordability Term for an Affordable Unit shall commence on the date that the building in which the Affordable Unit is located receives all required occupancy pen -nits from the City. 3.2 Memorializing Commencement of Total Affordability T . Developer shall keep detailed records of the commencement date of the Total Affordability Tenn for each Affordable Unit. City shall have the right to review and verify said records to sure that the commencement date specified by Developer for an Affordable Unit coinci h the date that the initial Affordable Unit received all permits from City required for f the Unit. In the event that a conflict exists between the date specified by Devel ricement of the Total Affordability Term for an Affordable Unit and the date nuance of all required permits for occupancy of the Unit, the date specifie , all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. 3.3.1 Very Low Incor 11 Affordable Units in the Project sh^" at, Term be rented to, or held vacant , aj Tenants, at a rent that does r ` ea d flftv County, California PMSA d allowance for utilitie� hat no less than eleven -ie. ag the Density Bonus Housing Agreement `or, .mmediate occupancy by Very Low Income (5 /o) of the area median income for the Orange ;,hold size, as published by HCD, including an 4. OWNERSHIPS ]I .ON OF THE PROJECT BY OWNER 4.1 Recording otiients. No later than issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and the Project. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other 7 60A-190 terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible Household for the Total Affordability Tenn. 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terns and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among all two hundred twenty (220) apartment units in the Project. Initially, the first eleven Affordable Units to be occupied will occur at the locations identified on Exhibit F "Unit Mix and Location Map of First Eleven Affordable Units." 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section 50052.5(h). In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on a waiti list for the appropriate -sized unit and be eligible for transfer when an appropriate -sized unit -s available. The household will be placed on the waiting list for up to one -hundred and days. If an appropriate - sized unit does not become available during the 180 Will have grounds to terminate that household's lease. If the household re l' appropriate -sized unit then the Developer will also have grounds to termin ase. 4.4.1 Written Notification. informing the household that: it is ovi to one -hundred and eighty (180) d for terminating the lease. A wr; hundred and twenty (120) applicable. Nprovide written notification .,en placed on a waiting list for up *e of the waiting list; and the terms 1 be provided to the household at one- .,s, sixty (60) days and thirty (30) days if 4.5 Use of the ' , conducted on the Property, including, without limitation, all activities veloper pursuant to this Agreement, shall conform to all applicable provisi unicipal Code and other applicable federal, state, and local laws, rules, and rrcject shall at all times during the term of this Agreement be used as an apartment r none of the Affordable Units in the Project shall at any time be utilized on a transient ba shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or orority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. All of the community facilities and any social programs provided to the Project's residents shall be available on an equal, nondiscriminatory basis to residents of all Units at the Project. 4.6 Maintenance. Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Owner shall be fully mid solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project. H 60A-191 4.7 Marketing and Resident Selection Plan. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project ("Marketing Program"). The leasing of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval, which approval shall not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports with respect to the leasing of the Housing Units. 4.7.1 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complain and compliance assessment. Components of the resident selection plan shall inc ut are not limited to, the application process, interview procedure, apartm d assignment, rejected applications, and wait list management. All �F "orth herein shall be incorporated in the Marketing Program. 4.8 Rental Lease Agreement. which approval shall not be unreasonat Agreement"). All Lease Agreements must household who will occupy the Affordabl the Affordable Unit is subject to comr' family size appropriate to the unit, as be consistent with the terms contai, .id obtain City's approval, .cal lease agreement ("Lease and ages of all members of the Wan at the Household's right to occupy Income requirements, adjusted for .red by HCD. All Lease Agreements must Bonus Agreement. 4.8.1 Prohir as the Lease Agreement may not contain any of the following provi (a) A 'e Agreement by the tenant to be sued, to admit to guilt, or b a _ ; i avor of the owner in a lawsuit brought in connection with the leasgy� (b) Treatmer� Fro ert. Agreement by tenant that the owner may take, hold, or sell person property of household members without notice to tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The Developer may dispose of this personal property in accordance with State law; (c) Excusing Developer of Responsibility. Agreement by the tenant not to hold the Developer of the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Waiver of Notice. Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Waiver of Legal Proceedings. Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court E 60A-192 proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial byjury; (g) Waiver of Right to Appeal Court Decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the select,* -)f tenants for the Affordable Units in compliance with lawful and reasonable criteria and the re,, ents of this Agreement. 4.9.2 Local preference for Santa Ana resi,' in tenant selection for the Affordable Units shall be a requirement of t}te T It, ***to applicable laws and regulations governing nondiscrimination and prey n, in occupancy required by the State of California, the Developer shall giw -enc ;ing the Affordable Units to households that live and/or work in the Citv of o ._ 101 _J have an active Housing Choice Voucher issued by the Housing Authorit- 7 ti "ity o. 4a Ana or any other Public Housing Authority. . ® - 4.9.3 All app created from a lottery generat track applicant name and initial lottery), househo deemed necessary. by the City of Santa and "lotterized." A waiting list will be f rental applications. The waiting list will number (or designated number after the s of application, and any other information as an electronic file and available for audit lection procedures as set forth herein. 4.9.4 Priorental or lease of an Affordable Unit to a tenant(s), Developer shall require the tenant(s) toe ecute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit is/are an Eligible Household and otherwise meet(s) the eligibility requirements established for the Affordable Unit. Developer shall verify the income of the tenant(s) as set forth herein. 4.10 Income Verification and Certification. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an 10 60A-193 income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.10.1 Gross Household Income. Gross household income means all income from whatever source from all Adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. 4.10.2 Annual Recertification. Developer agrees to recertify household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C, n Annual Rental Housing Compliance Report ("Annual Compliance Report") shal t to the City in substantially the form attached hereto as Exhibit D. The Annual � eport shall be due to the City within 30 days of the anniversary of the con- e Total Affordability Term, which is the date that each building rec ' ,upancy permits from the City. 4.10.3 Continued Income Qua" 11' a' ed Affordable Units. If the annual recertification demonstrates thav,a us. ,igible tenant's gross household income exceeds the Median Incor- it Afio.. 'Unit, the pertinent actions from the following list must be taken: (a) The Develop , the unit to the previously, but no longer, Eligible Hr i. as � tricted Unit without any limitations on rental rates. J- -ase veloper must then make available for rent to an Eligib'�nsc_ '4 a_ .er unit within the Project that meets the size and locaN rei `s' for Affordable Units under this Density Bonus A he , are no vacant units meeting those requirements, then the next a anic within the Project which does meet those requirements must be rente to an Eligible Household. (b) If the no longer Eligible Household either moves to another Unrestricted Unit within the Project or leaves the Project altogether, then the vacated Affordable Unit or, at Developer's election any other Unrestricted Unit within the Project which meets the size and location requirements for Affordable Units under this Density Bonus Agreement and has the same number of bedrooms as the vacated unit shall be rented as an Affordable Unit to an Eligible Household. 4.11 Monitoring and Recordkeeping. Throughout the Term of this Agreement, Developer shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by City. Owner agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Owner's compliance with the affordability restrictions contained in this Agreement related 11 60A-194 to the Affordable Units, not to exceed monitoring costs for up to 11 Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Units available for such inspection or audit. Developer agrees to maintain each record of the Project for no less than five (5) years after creation of each such record. Developer shall allow the City to conduct annual inspections of each of the Affordable Units on the Property after the date of construction completion, with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10) Business Days of written notice thereof, or such longer pe od as is reasonable within the sole discretion of the City. 4.12 Notice of Affordability Restrictions on 'O erty. In the event Developer wishes to sell or transfer the Project during the' y Term, the City and the Developer shall execute and deposit into escrow ability Restrictions on Transfer of the Property as contained herein (Exh' L, _ ne ansfer of the Property shall not be effective unless and until the City and +' -fern e the documents necessary to transfer the Density Bonus Agreement oblig .;loper to the transferee. 4.13 [Intentionally Reserved' 4.14 Alternative Tran > a NcAource, Resource Conservation and LEED Certification. While not a cow the nrojeWs Density Bonus, in recognition of the City's desire to optimize the enerp , nc eject, Developer agrees to consult with the project design team, a CABEC -4 2� Ce. od Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP "isk rational Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater a) ,:eet both of these latter qualifications) early in the project design process to evala di.,ig energy model analysis and identify and consider energy efficiency or generation me w es. Prior to the meeting, the energy analyst shall complete an initial energy model based on either current T24 standards or, if the project is eligible, the California Utility Allowance Calculator using best available information on the project. To the extent financially feasible for the project, Developer agrees to incorporate and optimize energy efficient building materials, methods, and amenities. 4.16 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency 12 60A-195 (d) Community Development Agency 4.17 Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan (the "CFH Plan"). Developer shall submit and obtain approval from the PBA the CFH Plan meeting the requirements of this Subsection 4.17 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.18 Parking Management Plan. Developer has provided a parking management plan ("PMP"), attached herewith as Exhibit G and incorporated herein by reference, which indicates that, if needed, valet service for on -site vehicle stacking could create an additional 80 parking spaces, raising the total onsite parking spaces from 332 to 412. In addition, the PMP indicates that an additional 70 offsite parking spaces at a nearby City -owned parking structure could be leased on a long term basis. The PMP shall be adhered to and be enfor ed by the Project at all times. Additionally, the City may enforce the provisions of the PMPy, the Developer in the City's sole discretion. 5. 31 [INTENTIONALLY RESERVED] TERM OF THIS AGREEMENT 6.1 Tenn. The term of this Ag shall continence on the Effective Date an,' after the City issues the last certificate is located. DEFAULT AND TER nus Housing Agreement Term") ie date that is fifty-five (55) years Zing in which the Affordable Unit 7.1 Default. any Party to perform any term or provision of this Agreement, which is y (30) days after receipt of notice from the other Party specifying the defau period specifically provided herein), constitutes a default under this Agreement; p ever, if such default is of the nature requiring more than thirty (30) days to cure, the defau rty shall avoid default hereunder by commencing to cure within such thirty (30) day period, a thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 13 60A-196 7.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 8. ASSIGNMENT; COVENANTS RUN WITH THE LAND 8.1 Assignment by Developer. 8.1.1 Prohibited Transfers or Assignments. Exce as authorized in Section 8.1.2 below, Developer shall not sell, transfer, or assign the Propert eject in whole or in part, or transfer or assign Developer's rights and obligations in this A 4thout City's prior written approval, which shall not be unreasonably withheld ("Perri° ` In connection with Permitted Transfer, Developer shall: (i) notify City in wri' insfer, or assignment of all or any portion of the Property, and (ii) delive, nment and assumption agreement (or other agreement) in a form approv b .tv ® uted by Developer and its transferee/assignee pursuant to which Develop, —lbr ee assumes all of Developer's covenants and obligations set forth herein witn -) t,_ operty or the portion thereof so transferred. Any request for transfer or a, rtn. -t of L._ ' eement by Developer shall require the payment of fees or a deposit to cr rtt ne '" for approximate expenses incurred by Developer to City, as applicable, for the r, of the request. Upon the delivery of the assignment and assumption agre ' pi Foi ,00ve for a Permitted Transfer, or in the event of a sale of the Property as p-iL. or in,rn 8.1.1, Developer shall be released from any future obligations under thi Amer 8.1.2 >R *caner agrees and declares that the Property and the Project shall be held, in ,ged, encumbered, leased, rented, used, occupied, operated, sold, and approved subl obligations set forth or incorporated in this Agreement, all of which are for the purpose o i,nancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Owner and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 of this Agreement for a term of 55 consecutive ycars commencing upon the date that the Project is first occupied. 8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 14 60A-197 8.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its uccessors and assigns, and the parties hereto expressly agree that this Agreement and the cov herein shall run in favor of City, without regard to whether City is or remains an owner o . - interest therein to which such covenants relate. However, all such covenants and res'-i -seemed to run in favor of all real property owned by City which real property sh- oenefited property of such covenants and this Agreement shall create equitab' venants appurtenant to all real property owned by City and running with -4c . = eri ,rdance with the provisions of Civil Code Section 1468. Furthermore, a' ',e C conditions, and restrictions contained herein shall also constitute easements ._ -ur,. , in favor of City. City is deemed the beneficiary of the terms and provisio- f , Agr,._ 4 and of the covenants running with the land, for and in its own right and fr q ec "- ,*tecting the interests of the community and other parties, public or private, in vh(, vo .or whose benefit this Agreement and the covenants ruining with the land ha In lei Developer hereby declares its understanding and intent that the burden of P- ce, Ants kww,h herein touch and concern the land and that the Developer's interest in the 4v iF .i less valuable thereby. Developer hereby further declares its understanding ,_ a ira. �ha, oenefit of such covenants touch and concern the land by enhancing and increj -nj ent and use of the Property by the citizens of City and by furthering the health, sal, el .e of the residents of City. 9. MISCELLANEO 9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terns or conditions of this Agreement. 9.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this 15 60A-198 Agreement shall be recorded against the Property in the Official Records of Orange County, California. 9.3 Notices. 9.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv one (1) day after deposit with a known and reliable next -day document delivery service (s Federal Express), charges prepaid and delivery scheduled next -day to the recipient na 'rovided that the sending party receives a confirmation of delivery from the deli ider; or (v) the first business day following the date of transmittal of ,red confirmation of successful transmittal is retained by the sending Part addressed as follows: If to City: With a copy to: City of Santa Anr Community Dt 20 Civic CP P.O. Box Santa Ana, lk Atter' Ise of ('it) -Sm. ma ':iN -enter Plaza, 7th Floor (M-29) 3 i .a, California 92702 If to Developer: Bros., Inc. o Toll Bros., Inc 250 Gibraltar Road Horsham, PA, 19044 Attn: Yolanda Rodriguez, Esquire, Vice President and Counsel 9.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 16 60A-199 9.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 9.6 Section Headings. All section hAintei dings are inserted for convenience only and shall not affect any constructithis Agreement. 9.7 Singular and Plural. As used herein,-d includes the plural, and vice versa, as context so dictates. Masculine, fes of any word include the other as context so dictates. 9.8 Joint and Several Obligations. V +1�7 ne term of this Agreement the Property and/or Project is owned, in whole or in r_ 101, an one Developer, all obligations of such Developer under this Agreement 11 rim sveral, and the default of any such Developer shall be the default of all stv to srF 9.9 Time of Essence r. es, ,nce in the performance of the provisions of this Agreement as to which tir ,a _111 9.10 Com uuttatio•- -rDa Ui. otherwise specified in this Agreement or any Exhibit attached hereto, use of fl 'ay '1911 mean calendar days. For purposes of this Agreement and all Exhibits att4p, 9 .mess days" shall mean every day of the week except Saturdays, Sundays, officia holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 9.12 Non -Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17 60A-200 9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 9.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 9.15 Mutual Covenants. The covenants contained her mutual covenants and also constitute conditions to the concurrent or subsequent perfo � Party benefited thereby of the covenants to be performed hereunder by such bene 9.16 Successors in Interest. The burdens of t' e "W11 be binding upon, and the benefits of this Agreement shall inure to, all r nn, sr in interest to the Parties to this Agreement. All provisions of this AgreemF ' be ,te as equitable servitudes and constitute covenants running with the land. Eac._-it . ., or refrain from doing some act hereunder with regard to development off' 'rn -fv: ta, 4 the benefit of and is a burden upon every portion of the Property; (b) runs Pry ; er' -+each portion thereof, and (c) is binding upon each Party and each succes ` t ved pursuant to this Agreement during ownership of the Property or an^ 9.17 Countemart- may be executed by the Parties in counterparts, which counterparts shal or and have the same effect as if all of the Parties had executed the same i 9.18 Jurisdicti , Any action at law or in equity under this Agreement or brought by a Party hereto IWurpose of enforcing, construing or determining the validity of any provision of this Agreem nt shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.19 Project as a Private Undertakine. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. m 60A-201 9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements as may be necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 9.21 Estoppel Certificate. Within ten (10) business days ollowing a written request by any of the Parties, the other Party shall execute and deliver to questing Party a statement certifying that (i) either this Agreement is unmodified and ' and effect or there have been specified (date and nature) modifications to the Agre wins in full force and effect as modified; and (ii) either there are no knowr , defaults under this Agreement or that the responding Party alleges that per re) defaults exist. The statement shall also provide any other reasonable fc 'ti ,Led. The failure to timely deliver this statement shall constitute a conclus ump" his Agreement is in full force and effect without modification, except as ,enL .,y the requesting Party, and that there are no uncured defaults in the prr -westing Party, except as may be represented by the requesting Party. _ 9.22 No Subordinatio f the necessary land use entitlements that authorize Developer to develr1k AWOMWTtain the Project was based upon Developer's obligation to provide the Af' I th .ant to the State Density Bonus Law, City Density Bonus for Affordable . ''e i, and conditions of this Agreement. For the Tenn of the Density Bonus ee. t'this Agreement shall have priority over any and all mortgages, deeds of 4e similar forms of secured financing recorded against the Property or any portion t evoloper expressly understands and acknowledges that state law requires preservation of a odbility covenants in connection with the approval of this density bonus project. 9.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 9.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. 19 60A-202 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Ca City Attorn( By: Ryan C Assistant Ci RECOMM_ Steven A. M Executive D Community CITY OF SANTA ANA Kristine Ridge City Manager 20 )S., INC. 60A-203 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 21 60A-204 EXHIBIT B TENANT VERIFICATION 22 60A-205 TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number: Home: Work: Cell: Date of Birth: Social Security #: List additional household members on a separate sheet of paper. Tenant Income Verification Form Santa Ana, California Page 1 August 8, 2014 60A-206 TENANT INCOME VERIFICATION FORM Monthly Gross Income " List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Other Adult Head of Household Household Members Total 1. Gross amount, before payroll deductions of wages, $ $ $ salaries, overtime pay, commissions, fees, tips and bonuses. Net income from business. $ Social security, annuities, insurance policies, 2. $ 3. $ pension/retirement funds, disability or death benefits received periodically. Payment in lieu of earnings, such as $ $ 4. unemployment, disability compens ' compensation and severance p Public assistance, welfare r $ $ Alimony, child suppo ances $ $ Regular pay, special pay ices of $ $ 5. $ 6. 7. $ members of the Armed Force 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income I enant Income VeriTc Santa Ana, California August 8, 60A-207 TENANT INCOME VERIFICATION FORM Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Interest paid on Bank and Savings accounts 2. Dividends and other payments from stocks and bonds 3. Income from real property (i.e. rental property) 4. Other (describe) I Subtotal: Monthly Investment Income: Total Monthly Investment Income E Head of Household Other Adult Household Members Household Investment Income Total Annual Household Investment Income *Note: The following items are ed income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenselWp sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Tenant Income Verification Form Santa Ana, California Page 3 August 8, 2014 60A-208 TENANT INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Value 1. Bank and Savings accounts 2. Stocks and bonds 3. Real property (i.e. rental pro Utner (describe) Total Asset Value $ Other Adult Household Members Total Value of Assets **Note: Necessary items, such as' re ar*r miles, used for personal use are excluded from household assets. Collections of it—ns i� obi vestment or business purposes must be included in household assets. If the total yr lus Id assets exceeds $5,000, the calculation of the household's annual income shall include the5 tt actual amount of income, if any, derived from all of the household assets; or 10% of the ,ue of the assets Tenant Income Verification Santa Ana, California August 8, 2014 60A-209 TENANT INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Income to be Included in Annual Household Income 1. I Total Annual Household Investment Income 2. 1 Total Asset Value $ x 10% The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income Calculation 's Total Total Annual Household Gross Earned Income Total Investment Income to be Included ir" Total Household Income stubs from periods Employment verification Income tax return Social security verification Alimony/child support verification Other (Describe) Santa Ana, California imentation Relevant Documents Listed Below pay Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification Page 5 August 8, 2014 60A-210 AFFIDAVIT This Affidavit is made with the knowledge that it will be relied upon by the City of Santa Ana, our landlord and the owner of our apartment building, to determine maximum income for eligibility. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (I/We) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) rental agreement with the property owner to rent the unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by ea ember of the household which � 'nta Ana, California. ' intends to occupy an Inclusionary Unit located at Signature Printed Executed at ,alifomia Date Santa Ana, California Affidavit Page 6 Santa Ana, California August 8, 2014 60A-211 EXHIBIT C ANNUAL TENANT RECERTIFICATION 23 60A-212 ANNUAL TENANT RECERTIFICATION CITY OF SANTA ANA AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear In accordance with the requirements imposed by the City'r the City requires that we review your income and family ), and your lease, year. To complete our review, the Property Owner or Property Mana, sing with you to receive the necessary information. When you attend the meeting with the Pr, rt� -�unei erty Manager you must bring documents that verify the income of a" tlt .ier' of your household. This information can include income tax returns, e°me rif I, wage statements, interest statements, and/or unemployment compensate ce Cooperation with the recerI , re:, It is a condition of continuing tenancy in an Inclusionary Unit. You nor, � re Aired information to enable the Property Owner to process the recertifi� Sincerely, Property Manager / Property Owner Annual Tenant Recertification Form Page 1 Santa Ana, California August 8, 2014 60A-213 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT 24 60A-214 C! a A d a c EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY 25 60A-216 EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY NOTICE IS HEREBY GIVEN that the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, has entered into a Density Bonus Agreement with , a ("Property Owner"). The Density Bonus Agreement imposes income and affordability covenants on designated Affordable Units with the Project located at Santa Ana, Orange County, Assessor's Parcel Number and further described in the legal description provided in Exhibit A to the Density Bonus Agreement. The Density Bonus Agreement was recorded as Document/Inst ` Number and shall remain in effect until 120 (Insert date of the termination of the Affordability Period nus Agreement imposes the following income and affordability restric ' .e Units. Number of Bedrooms Very-L, Low Inc, Income H Households Studio Units One -Bedroom Units Two -Bedroom Units Three -Bedroom Ur' Four-Bedroo In the event the Propert es to sell or transfer the Project during the Affordability Period, the City and the P1 wner shall execute and deposit into escrow this Notice of Affordability Covenants on fer of the Property. The sale or transfer of the Property shall not be effective unless and until the City and transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Property Owner to the transferee. This Notice of Affordability Covenants on Transfer of the Property in no way modifies the provisions of the Density Bonus Agreement. In the event of any conflict between this Notice of Affordability Covenants on Transfer of the Property and the Density Bonus Agreement, the terms of the Density Bonus Agreement shall prevail. IN WITNESS WHEREOF, the Parties hereto have duly executed this Notice of Affordability Restrictions on Transfer of Property as of the dates set forth below. (Signatures on Following Pages] 60A-217 SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY APPROVED AS TO LEGAL IN Assistant City CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation L►mttf l Its: V 60A-218 SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY PROPERTY OWNER: V 60A-219 EXHIBIT F UNIT MIX AND LOCATION MAP OF FIRST ELEVEN AFFORDABLE UNITS 26 60A-220 EXHIBIT G PARKING MANAGEMENT PLAN 27 60A-221 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council Free Recording pursuant to Govemment Code 27383 DENSITY BONUS HOUSING AGREEMENT This DENSITY BONUS HOUSING AGREEMENT ("Agreement'), made and entered into this day of 2019 ("Effective Date"), by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Toll Bros., Inc., a Pennsylvania corporation ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. Developer is the owner of certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 114 and 117 East Fifth Street, Santa Ana, California, and legally described as set forth in Exhibit A attached hereto and incorporated herein by this reference as if set forth in full ("Property"). B. Developer is proposing to construct a mixed use commercial and residential development consisting of no more than two -hundred and twenty (220) residential rental units and 12,350 square feet of commercial space on the Property, as more particularly set forth in Density Bonus Application No. 2019-01 and Site Plan Review No. 2019-01 ("Project'). C. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 65915, et seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities and/or incentives, concessions, or waivers to property owners who guarantee that a portion of their residential development will be available to low income, very low-income, or senior (also known as "qualified") households. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities for very low-income, low income and senior households throughout the city. D. Although the Project is proposing a total number of units (220) that is below the maximum density prescribed by the Transit Zoning Code for the Property based on its acreage, the Developer is able to seek an onsite parking standards incentive in the California Government Code because it is providing onsite affordable units. Specifically, pursuant to California Government 1 60A-222 Code sections 65915(p)(1) and 65915(p)(4), the Developer is seeking to provide onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three - bedroom units. E. For the purpose of implementing this State Density Bonus Law onsite parking standards incentive, Developer has agreed to restrict five percent (11 units) in the Project to very low income households. F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing. For purposes of this Agreement, the Project shall be the "housing development" as defined in the State Density Bonus Law. G. In light of the purpose of the State Density Bonus Law and City Density Bonus for Affordable Housing, and the express provisions of Government Code section 65915(p), the City has determined to grant Developer's application for density bonus and related onsite parking standards incentive. H. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intendedto set forth the terms and conditions forthe implementation ofthe Project's requirement to provide affordable housing units in exchange for receiving the density bonus incentive set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS 1.1 Definitions. hi addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). . 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement. The Affordable Rent shall be adjusted to reflect areasonable utilities allowance for utilities paid by the household using the Santa Ana Housing Authority Multi -Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to very low income tenants. Said Affordable Rent Schedule shall be 2 60A-223 established at the time of the issuance of the occupancy permit ("Initial Rent Schedule") and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" means eleven (11) units, which shall be comprised of three (3) studio units, four (4) one -bedroom units, and four (4) two -bedroom units for Very Low Income Tenants. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1.1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1.6 "City" means the City of Santa Ana, California 1.1.7 "City Council" means the City Council of the City of Santa Ana. 1.1.8 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.9 "City Manager" means the City Manager for the City of Santa Ana. 1.1.10 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.11 "Density Bonus Housing Agreement Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.12 "Developer" means Toll Bros., Inc., a Pennsylvania corporation, and its permitted successors and assigns to all or any part of the Property. "Developer" may also be referred to as "Owner" interchangeably throughout the Agreement. 1.1.13 "Effective Date" means the date the City Council of City approves this Agreement and from then on this Agreement shall be in full force and effect. 1.1.14 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very -low income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very -low income households. 1.1.15 "Household" means all persons residing in a Unit. 1.1.16 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by HCD. 1.1.17 "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate 60A-224 level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for use ofthe land and facilities associated therewith by apublic or private entity otherthan Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. 1.1.18 "Project" means that certain mixed use commercial and residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.19 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.20 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.21 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.22 "Unrestricted Units" means the Units within the Project to be constructed by Developer to a Household without restriction. 1.1.23 "Very Low Income Tenant" means persons and families whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A —Legal Description of the Property 1.2.2 Exhibit B — Tenant Verification 1.2.3 Exhibit C — Annual Tenant Recertification 1.2.4 Exhibit D — Annual Rental Housing Compliance Report 1.2.5 Exhibit E —Notice of Affordability Restrictions on Transfer of Property 1.2.6 Exhibit F — Parking Management Plan 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain the Property as a two - hundred and twentv (220) Unit mixed use commercial and residential development, with eleven Affordable Units for Very Low Income Tenants. 4 60A-225 2.2 Density Bonus. The Project shall have two -hundred and twenty (220) Units, including eleven (11) Affordable Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is not utilizing a density bonus increase provided by the State Density Bonus Law or City Density Bonus for Affordable Housing. However, Developer is only proposing two -hundred and twenty (220) Units, so Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional State and/or City Density Bonus Units on the Property. 2.3 Development Incentive. As set forth in the City entitlements, Developer petitioned for and was granted the following reduced parking ratios as provided for in Government Code Sec. 65915(p)(1) as part of the approval of Site Plan Review No. 2019-01 for the Project: 2.3.1 The onsite parking standards for the Project shall be reduced from 2.15 parking spaces per unit to 1.51 spaces per unit pursuant to California Government Code sections 65915(p)(1) and 65915(p)(4), which provides onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, for a total of 332 onsite parking spaces for the Project. 2.4 No Further Concessions or Incentives. Developer acknowledges and agrees that the incentive set forth in section 2.3 above fully satisfies any duty City may have under the Santa Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any development incentive or to waive any building, zoning, or other requirement in return for providing Affordable Units. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to any state, federal, or local law, rule, or regulation applicable to the Project. 2.5 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than two -hundred and nine (209) Unrestricted Units comprised of forty-two (42) studio units, ninety-six (96) one -bedroom units and seventy-one (71) two -bedroom units. Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than eleven (11) Units, which shall be comprised of three (3) studio units, four (4) one -bedroom units, and four (4) two -bedroom units, designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6). 2.7 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units. 5 60A-226 2.8 Permits and Processimz: Compliance with Laws. Developer, at its sole cost and expense, shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development, operation, and maintenance of the Project in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City shall have the option to declare this Agreement null and void in its sole discretion. 2.9 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. hi addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project. 2.10 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. 2.11 Mechanic's Liens: Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. 6 60A-227 3. AFFORDABILITY 3.1 Total Affordability Term. Each Affordable Unit shall be restricted to use and occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City. 3.2 Memorializing Commencement of Total Affordability Term. Developer shall keep detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. hi the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. 3.3.1 Very Low Income Tenants. Developer covenants that no less than eleven Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Very Low Income Tenants, at a rent that does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD, including an allowance for utilities. 4. OWNERSHIP AND OPERATION OF THE PROJECT BY OWNER 4.1 Recording of Documents. No later than issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and the Project. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible Household for the Total Affordability Term. 7 60A-228 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terms and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among all two hundred twenty (220) apartment units in the Project. The units shall be evenly distributed among all levels of the project in both buildings that comprise the Project. Developer shall submit a unit mix and location map of the first eleven Affordable Units. The location of the first eleven Affordable Units to be occupied will be subject to the City's final approval of the floor plans. 4.4 Occupancv Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section 50052.5(h). hi the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on a waiting list for the appropriate -sized unit and be eligible for transfer when an appropriate -sized unit becomes available. The household will be placed on the waiting list for up to one -hundred and eighty (180) days. If an appropriate - sized unit does not become available during the 180 days, the Owner will have grounds to terminate that household's lease. If the household refuses to transfer to an appropriate -sized unit then the Developer will also have grounds to terminate that household's lease. 4.4.1 Written Notification. Developer shall provide written notification informing the household that: it is over -occupancy; has been placed on a waiting list for up to one -hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one - hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 4.5 Use of the Property. All uses conducted on the Property, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Project shall at all times during the term of this Agreement be used as an apartment complex and none of the Affordable Units in the Project shall at any time be utilized on atransient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. All of the community facilities and any social programs provided to the Project's residents shall be available on an equal, nondiscriminatory basis to residents of all Units at the Project. 4.6 Maintenance. Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project. 4.7 Marketing and Resident Selection Plan. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which 60A-229 approval shall not be unreasonably withheld, of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project ("Marketing Program"). The leasing of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval, which approval shall not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports with respect to the leasing of the Housing Units. 4.7.1 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.8 Rental Lease Agreement. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a rental lease agreement ("Lease Agreement"). All Lease Agreements must 1) identify the names and ages of all members of the household who will occupy the Affordable Unit; and 2) state that the Household's right to occupy the Affordable Unit is subject to compliance with the Median Income requirements, adjusted for family size appropriate to the unit, as periodically published by HCD. All Lease Agreements must be consistent with the terms contained in this Density Bonus Agreement. 4.8.1 Prohibited Lease Terms. The Lease Agreement may not contain any of the following provisions: (a) Agreement to be Sued. Agreement by the tenant to be sued, to admit to guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; (b) Treatment of Property. Agreement by tenant that the owner may take, hold, or sell personal property of household members without notice to tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The Developer may dispose of this personal property in accordance with State law; (c) Excusing Developer of Responsibility. Agreement by the tenant not to hold the Developer of the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Waiver of Notice. Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Waiver of Legal Proceedings. Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial by jury; 9 60A-230 (g) Waiver of Right to Appeal Court Decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection for the Affordable Units shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in leasing the Affordable Units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. 4.9.3 All applicants will be screened and "lotterized." A waiting list will be created from a lottery generated from the initial pool of rental applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein. 4.9.4 Prior to the rental or lease of an Affordable Unit to a tenant(s), Developer shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit is/are an Eligible Household and otherwise meet(s) the eligibility requirements established for the Affordable Unit. Developer shall verify the income of the tenant(s) as set forth herein. 4.10 Income Verification and Certification. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as apart of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 10 60A-231 4.10.1 Gross Household Income. Gross household income means all income from whatever source from all Adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. 4.10.2 Annual Recertification. Developer agrees to recertify household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report ("Annual Compliance Report") shall be sent to the City in substantially the form attached hereto as Exhibit D. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.10.3 Continued Income Qualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously eligible tenant's gross household income exceeds the Median Income for the Affordable Unit, the pertinent actions from the following list must be taken: (a) The Developer may offer to rent the unit to the previously, but no longer, Eligible Household as an Unrestricted Unit without any limitations on rental rates. hi that case, the Developer must then make available for rent to an Eligible Household another unit within the Project that meets the size and location requirements for Affordable Units under this Density Bonus Agreement. If there are no vacant units meeting those requirements, then the next available unit within the Project which does meet those requirements must be rented to an Eligible Household. (b) If the no longer Eligible Household either moves to another Unrestricted Unit within the Project or leaves the Project altogether, then the vacated Affordable Unit or, at Developer's election any other Unrestricted Unit within the Project which meets the size and location requirements for Affordable Units under this Density Bonus Agreement and has the same number of bedrooms as the vacated unit shall be rented as an Affordable Unit to an Eligible Household. 4.11 Monitoring and Recordkeeping. Throughout the Term of this Agreement, Developer shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by City. Owner agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Owner's compliance with the affordability restrictions contained in this Agreement related to the Affordable Units, not to exceed monitoring costs for up to 11 Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable 11 60A-232 Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Units available for such inspection or audit. Developer agrees to maintain each record of the Project for no less than five (5) years after creation of each such record. Developer shall allow the City to conduct annual inspections of each of the Affordable Units on the Property after the date of construction completion, with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Notice of Affordabilitv Restrictions on Transfer of Provertv. In the event Developer wishes to sell or transfer the Project during the Total Affordability Term, the City and the Developer shall execute and deposit into escrow a Notice of Affordability Restrictions on Transfer of the Property as contained herein (Exhibit E). The sale or transfer of the Property shall not be effective unless and until the City and the transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Developer to the transferee. 4.13 [Intentionally Reserved] 4.14 Alternative Transportation and Energy Source. Resource Conservation, and LEED Certification. While not a condition of the project's Density Bonus, in recognition of the City's desire to optimize the energy efficiency of the project, Developer agrees to consult with the project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures. Prior to the meeting, the energy analyst shall complete an initial energy model based on either current T24 standards or, if the project is eligible, the California Utility Allowance Calculator using best available information on the project. To the extent financially feasible for the project, Developer agrees to incorporate and optimize energy efficient building materials, methods, and amenities. 4.16 Emergencv Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.17 Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan (the "CFH Plan"). Developer shall submit and obtain 12 60A-233 approval from the PBA the CFH Plan meeting the requirements of this Subsection 4.17 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.18 Parking Management Plan. Developer has provided a parking management plan ("PMP'), attached herewith as Exhibit F and incorporated herein by reference, which indicates that, if needed, valet service for on -site vehicle stacking could create an additional 80 parking spaces, raising the total onsite parking spaces from 332 to 412. In addition, the PMP indicates that an additional 70 offsite parking spaces at a nearby City -owned parking structure could be leased on a long term basis. The PMP shall be adhered to and be enforced by the Project at all times. Additionally, the City may enforce the provisions of the PMP against the Developer in the City's sole discretion. 5. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Term. The term of this Agreement ("Density Bonus Housing Agreement Term") shall commence on the Effective Date and shall continue until the date that is fifty-five (55) years after the City issues the last certificate of occupancy for the building in which the Affordable Unit is located. DEFAULT AND TERMINATION; INDEMNIFICATION 7.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 7.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from 13 60A-234 and against any loss, liability, claim, or judgment arising from any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 8. ASSIGNMENT; COVENANTS RUN WITH THE LAND 8.1 Assignment by Developer. 8.1.1 Prohibited Transfers or Assignments. Except as authorized in Section 8.1.2 below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, without City's prior written approval, which shall not be unreasonably withheld ("Permitted Transfer"). In connection with Permitted Transfer, Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other agreement) in a form approved by City and executed by Developer and its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's covenants and obligations set forth herein with respect to the Property or the portion thereof so transferred. Any request for transfer or assignment of the Agreement by Developer shall require the payment of fees or a deposit to compensate the City for approximate expenses incurred by Developer to City, as applicable, for the City's review of the request. Upon the delivery of the assignment and assumption agreement as proved for above for a Permitted Transfer, or in the event of a sale of the Property as provided for in Section 8.1.1, Developer shall be released from any future obligations under this Agreement. 8.1.2 Sale of Property. Owner agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Owner and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 of this Agreement for a term of 55 consecutive years commencing upon the date that the Project is first occupied. 8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 8.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 14 60A-235 8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by City which real property shall be deemed the benefited property of such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real property owned by City and running with the Property in accordance with the provisions of Civil Code Section 1468. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 9. MISCELLANEOUS 9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 15 60A-236 9.3 Notices. 9.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Toll Bros., Inc. c/o Toll Bros., Inc 250 Gibraltar Road Horsham, PA, 19044 Attn: Yolanda Rodriguez, Esquire, Vice President and Counsel 9.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 9.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 16 60A-237 9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 9.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 9.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 9.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 9.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 9.12 Non -Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 9.14 Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, 17 60A-238 earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyondthe Party's control (includingthe Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 9.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 9.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 9.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 9.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto thatthe development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this 18 60A-239 Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements as may be necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 9.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 9.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the Term of the Density Bonus Housing Agreement, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 9.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 9.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. (Signatures on following page) 19 60A-240 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney 9A� By: Wyan Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Kristine Ridge City Manager B R: TOLL BROS., INC. e: C les Elliott Title: President Signature Page -Density Bonus Agreement 60A-241 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 21 60A-242 Attachment A 1. Legal Description PARCEL ONE: ALL OF BLOCK 15 OP THE TOWN OF SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK.2, PAGE 51 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. PARCEL TWO: BEING ALL OF LOTS I AND 41N BLOCK I81N THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA ON THE PLAT OF THE TOWN OF SANTA ANA AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGESi OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, MORE PARTIC'ULARILY DESCRIBED AS FOLLOWS: BEGINNING ATTHU SOUTHEASTERLY CORNER OF SAID LOT I, SAID POINT BEING ON THE NORTHERLY RIGHT OF WAY LINE OF FIFTH STREET AS SHOWN ON SAID PLAT; THENCE.•. SOUTH 90°00100" WEST 125.00 FEET ALONG SAID NORTHERLY RIGHT OF WAY LINE. TO THE SOUTHWESTERLY CORNER OF SAID LOT 1: THENCE NORTH 00°00100" WEST 100.00 FEET ALONG THE WESTERLY LINE OF SAID LOTS I AND 4 -I'D THE NORTHWESTERLY C,'ORNER OF SAID LOT-1; THENCE NORTH 9VOO'00" EAST 125.00 FEET ALONG THE NORTHERLY i,1N£ OF SAID L,OT4TO A POINT ON SAID WESTERLY RIGHT OI' WAY LINE OF BUSH STREET, AS SHOWN ON SAID PLAT; THENCE SOUTH 00"00'00" EAST 100.00 FEET ALONG SAID WESTERLY RIGHT OF WAY LIN E TO SAID NORTHERLY RIGHT OF WAY LINE OF FIFTI"I STREET ANDTHE, POINT OF BEGINNING. THIS SURVEY AND LEGAL DESCRIPTION ARE THE SAME AS THAT SHOWN ON A TITLE REPORT PREPARED BY FIRST AM ERICAN TITLE INSURANCE COMPANY, G.F. NO.: NCS-8260U-SA 1, EFFECTIVE DATE NOVEMBER 28, 2016, P 60A-243 EXHIBIT B TENANT VERIFICATION 22 60A-244 TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number: Home: Work: Cell: Date of Birth: Social Security #: Household Composition List All Household Members Living in the Inclusionary Unit Dependent Name Sex Age (Y/N) Social Security # List additional household members on a separate sheet of paper. 60A-245 TENANT INCOME VERIFICATION FORM Monthly Gross Income " List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Other Adult Head of Household Household Members Total 1. Gross amount, before payroll deductions of wages, $ $ $ salaries, overtime pay, commissions, fees, tips and bonuses. 2. Net income from business. $ $ $ 3. Social security, annuities, insurance policies, $ $ $ pension/retirement funds, disability or death benefits received periodically. 4. Payment in lieu of earnings, such as $ $ $ unemployment, disability compensation, worker's compensation and severance pay. 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of $ $ $ members of the Armed Forces 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income 60A-246 TENANT INCOME VERIFICATION FORM Monthly Gross Income " List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Total Other Adult Household Head of Household Investment Household Members Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and $ $ $ bonds 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income "Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. 60A-247 TENANT INCOME VERIFICATION FORM Assets "" List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $ "Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household's annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. 60A-248 TENANT INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $ Calculation of the Household's Total Annual Income Total Annual Household Gross Earned Income Total Investment Income to be Included in Annual Household Income Total Household Income Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from two most recent pay periods Employment verification Income tax return Social security verification Alimony/child support verification Other (Describe) Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification 60A-249 AFFIDAVIT This Affidavit is made with the knowledge that it will be relied upon by the City of Santa Ana, our landlord and the owner of our apartment building, to determine maximum income for eligibility. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (Mle) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) rental agreement with the property owner to rent the unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (Mfe) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Inclusionary Unit located at Signature Date Printed Name Executed at , Santa Ana, California Signature Printed Name Executed at Date Santa Ana, California ,Santa Ana, California. 60A-250 EXHIBIT C ANNUAL TENANT RECERTIFICATION 23 60A-251 ANNUAL TENANT RECERTIFICATION CITY OF SANTA ANA AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear In accordance with the requirements imposed by the City of Santa Ana (City), and your lease, the City requires that we review your income and family composition every year. To complete our review, the Property Owner or Property Manager will set up a meeting with you to receive the necessary information. When you attend the meeting with the Property Owner or Property Manager you must bring documents that verify the income of all the adult members of your household. This information can include income tax returns, employment verification, wage statements, interest statements, and/or unemployment compensation statements. Cooperation with the recertification requirement is a condition of continuing tenancy in an Inclusionary Unit. You must report the required information to enable the Property Owner to process the recertification by Month/Day. Sincerely, Property Manager / Property Owner 60A-252 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT 24 60A-253 S m � y V Y d d o a a` E O d t V Y t O a •• d Y cc d $ E N d d Z •o -o E O 'F 6 Q V 6 IIIIIIIIIIII ■IIIIIIIIIIII EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY 25 60A-255 EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY NOTICE IS HEREBY GIVEN that the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, has entered into a Density Bonus Agreement with , a ("Property Owner"). The Density Bonus Agreement imposes income and affordability covenants on designated Affordable Units with the Project located at , Santa Ana, Orange County, Assessor's Parcel Number and further described in the legal description provided in Exhibit A to the Density Bonus Agreement. The Density Bonus Agreement was recorded as Document/histrument Number , and shall remain in effect until 120 (Insert date of the termination of the Affordability Period). The Density Bonus Agreement imposes the following income and affordability restrictions on the Affordable Units. Number of Bedrooms Very -Low Low Income Income Households Households Studio Units One -Bedroom Units Two -Bedroom Units Three -Bedroom Units Four -Bedroom Units In the event the Property Owner wishes to sell or transfer the Project during the Affordability Period, the City and the Property Owner shall execute and deposit into escrow this Notice of Affordability Covenants on Transfer of the Property. The sale or transfer of the Property shall not be effective unless and until the City and transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Property Owner to the transferee. This Notice of Affordability Covenants on Transfer of the Property in no way modifies the provisions of the Density Bonus Agreement. In the event of any conflict between this Notice of Affordability Covenants on Transfer of the Property and the Density Bonus Agreement, the terms of the Density Bonus Agreement shall prevail. IN WITNESS WHEREOF, the Parties hereto have duly executed this Notice of Affordability Restrictions on Transfer of Property as of the dates set forth below. [Signatures on Following Pages] 60A-256 SIGNATURE PAGE TO NOTICE OF AFFORDABELITY RESTRICTIONS ON TRANSFER OF PROPERTY APPROVED AS TO LEGAL FORM: Ryan O. Hodge Assistant City Attorney CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation Name: Kristine Ridge Its: City Manager Date: 60A-257 SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY PROPERTY OWNER: 1:1 Name: Its: Date: 60A-258 EXHIBIT F PARKING MANAGEMENT PLAN 26 60A-259 w , 1■A IN"■ _ "KIit r: �� pl 1 III n Inli Ili i �• III 5 -_ :.. 1 q II�1 I! III i�t III 1 ■ ■ ■ II t Kill ��i l■1 I III I I I I l ■ i ■ 1 r 1 ■ ICI I I � � 11 ■ I III _ ■ ■ ■ ■ ■ 11 i_I! In III! I I I I I I I 1 1 1 10 .i.LN111L I. I! pR, l Ili m., - Ir - ,mb 1 1 LINSCOTT LAW & GREENSPAN engineers Mr. Michael McCann September 16, 2019 Page 9 PARKING MANAGEMENT PLAN (PMP) To ensure adequate parking is provided for both tenants, employees and guests of the Project, it is recommended that when the Property Owner and/or Property Management Company deems it necessary, the following key Parking Management Strategies be implemented by the Property Owner and/or Property Management Company: PMP Measures The following measures are available to the Project to mitigate any parking impacts or deficiencies in the event the proposed onsite parking supply is determined to be greater than the allocated one parking space per bedroom rate. 1. Property Owner/Property Management Company shall assign one (1) parking space to every unit. Additional spaces may be purchased and assigned to any unit that requests additional assigned spaces. These additional purchased spaces will be assigned to the 2nd access/tandem spaces. The Property Owner/Property Management Company shall determine the allocation of parking spaces for resident tenants, guests, retail customers and employees, inclusive of spaces designated and signed for prospective resident tenants and/or short-term parking (1-hour) for retail customers. Figure 8 depicts the potential location of the five (5) spaces designated and signed for prospective resident tenant and/or 1-hour short-term parking for retail customers, subject to approval of the Property Owner/Property Management Company. 2. If the Property Owner and/or Property Management Company determine that the actual parking demand for the site exceeds the State Code's affordable housing parking requirement, the Property Owner/Property Management Company shall restrict parking on -site to only residential tenants. The only exception to this would be that the five (5) spaces designated and signed for prospective resident tenants and/or short-term parking for retail customers would remain. All retail customers and resident guests would be required to park in one of the near -by public parking structures or utilize on -street parking. The two (2) closest public parking structures are located on the southwest corner of Main Street/5t' Street and on 5t' Street at Spurgeon Street directly east of Bush Street. Figure 9 highlights the two (2) public parking structures. Based on information provided by the City, there is an excess of 500 spaces available during peak operating hours within the two (2) public parking structures. Na4900@183981- Fnt American Plaza, Santa Matl oftRe izedFirst Am icAU�g9LEEyomg Management Plan 09-162019. don; Mr. Michael McCann September 16, 2019 Page 10 If the Property Owner and/or Property Management Company determine that offsite parking is required for the Project, the Property Owner/Property Management Company shall execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the retail employees. The Property Owner/Property Management Company shall secure up to 10 spaces for employees/staff of the Project's retail component as part of the agreement, which would allow the Project employees to access the designated parking structure(s) 24-hours a day seven (7) days a week. 3. If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures, that offsite parking is required for the Project's residential tenants, residential tenants may purchase additional parking within the near -by public parking structure via the agreement that the Property Owner/Property Management Company established with the City Finance Department. To facilitate this PMP measure, the Property Owner/Property Management Company would seek City Council approval and upon Council approval, execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the Project's residents. Pursuant to communications with the Finance Department, the Property Owner/Property Management Company would secure up to 60 spaces for residents of the Project's apartment component as part of the agreement, which would allow the Project residents to access the designated parking structure(s) 24-hours a day seven (7) days a week. Based on information provided by the City Finance Department, the current availability for City -owned parking is within one parking structure located at 5t' street and Spurgeon Street (Fiesta Parking Structure), where 450 spaces are available for lease. As shown in Figure 2, this City -owned structure is located within walking distance to the subject property, across Bush Street. Primary vehicular access is provided at the intersection of 5t' Street and Spurgeon Street, with gated pedestrian access provided via entries on 5th Street and Bush Street, as well as French Street. 4. In lieu of PMP Measure No. 4, the Property Owner/Property Management Company, if deemed necessary, may implement an on -site valet -assist program. Figure 10 presents the detailed valet plan which shows up to 80 additional spaces could be accommodated. To implement the valet operation, the Property Owner/Property Management Company would engage the services of a well -established valet operations Na4900@183981- Fnt American Plaza, Santa Matl oftRe izedFirst Am icAU�g9LEEy6PLIflmg Management Plan 09-162019. don; Mr. Michael McCann September 16, 2019 Page 11 company. A few of the valet operators that are currently being contacted are ABC Valet, PPS Parking and Elite Valet Services. 5. The parking conditions will be reviewed/monitored on a quarterly basis by the Property Owner/Property Management Company and appropriate actions detailed above will be taken to ensure that the necessary PMP measures are being implemented. Through this monitoring and cooperation with the tenants as a result of the quarterly review/monitoring, a partnership will be formed to ensure that residential tenants and retail employees and Management Company personnel on the property work together to ensure adequate parking is available. Table 4 provides a summary of the Project's composite parking supply ratio with implementation of the above -recommended PMP measures. A review of Row A of Table 4 shows that the Project's parking ratio calculates to 1.51 spaces/unit (332 spaces - 220 units). With implement of PMP measures No. 2 and No. 3, which would be attained by leasing up to 70 off -site parking spaces within the City -owned parking structure, the Project's parking supply ratio would increase to 1.55 spaces/unit (342 spaces - 220 units) and 1.83 spaces/unit (402 spaces - 220 units), respectively (See Row B and Row C of Table 4). The Project's composite parking supply ratio further increases with implementation of PMP measure no. 4, which would add an additional 80 spaces via implementation of a valet parking program. As shown in Row D of Table 4, the Project's composite parking ratio calculates to 2.19 spaces/unit (482 spaces - 220 units) with the implementation of PMP measures No. 2, No. 3 and No. 4, which exceeds the Project's residential parking requirement of 2.15 space/unit based on the City's TZC. Figure 11 is a bar chart of the Project's composite parking supply ratio with implementation of the above -recommended PMP measures, and in comparison to the City's TZC parking requirement. Na4900@183981- Fnt American Plaza, Santa Matl oftRe izedFirst Am icAU�g2Y63mg Management Plan 09-162019. don; Mr. Michael McCann September 16, 2019 Page 12 CONCLUSIONS The composite parking ratio for the proposed Project is 1.51 spaces per unit (332 provided spaces divided 220 apartment units). Comparing this ratio to what is required by other similar cities shows that the Project provides 10% to 67% more parking spaces than other apartment projects located in a downtown setting. Since the Project falls within the downtown setting and provides the opportunity for alternative modes of travel along with public on -street parking and near -by public structured parking, the proposed Project's parking supply will be sufficient (ample) to support its needs. Further yet, given 5% of the Project's residential units are designated as very low affordable units, the parking ratios for affordable housing developments specified in the California Government Code Section 65915 were applied. From this calculation, the Project would require 325 spaces, comprised of 294 spaces for the residential component, inclusive of handicapped and guest parking, and 31 spaces for the retail component (using the City's TZC retail ratio of 1 space per 400 SF). When compared to a supply of 332 spaces, the 325-space parking requirement is satisfied and results in a surplus of 7 spaces. Nevertheless, to ensure adequate parking is provided for both tenants, employees and guests of the Project, the Property Owner and/or Property Management Company, if they deem it necessary, would implement the appropriate Parking Management Strategy recommended in this Parking Management Plan to mitigate any parking impacts or deficiencies. + + + + + + + + + + + We appreciate the opportunity to provide this analysis. Should you have any questions, please call us at 949.825.6175. Respectively submitted, Linscott, Law & Greenspan, Engineers z IJa, 2008 O x _ w..6/30121 Richard E. Barretto, P.E. Principal Attachments cc: Shane Green, P.E., Transportation Engineer III 2f/� /�n/�]�{{ww�� Na4900@183981- Fnt American Plaza, Santa Matl oft Re ized First Am icAU arlRng2Y6Pa�tmg Management Plan 09-162019 .docz ;Zlliln�l I 1 1 U..., .R p� �, d to f e. IF r �m UI1 SOURCE: MVE + PARTNERS FIGURE 2 ®NO SCALE PROPOSED SITE PLAN FIRST AMERICAN PLAZA, SANTA ANA 00 6LOZ-ZL-60 CZ:LC:90 dal 6mpT-1 t96C\6mp dwd\6mp\ouo o,uos •ozold uoaiswo ,sn,L - V96C9LZ\006C\:u 1 • �.��::tt }ttt, tttt tttttt� • t;;i ttst ;t�:: ttnuur� Z GNVHD .� a IRA- aadaNVJ ;INC = Z �. NIdtN Q Z a3MOIJ ■ 101SIMS Z H W Q N • Q r M31AH I VJ LL V • 60A-267 G SKI aw' w A �G w y N Mln ler SY t � W W W ® W N / y U Ng � aim YL'.r rq rh° o o V1 W �0 2 u' t J y n V" W G v7 Ffe»Cry Si fientJ9 SI i L F1211Ch 51 w V lL � 0- d Y R] a m a w %I UA 0 a w y Gll Y� c o v Z y N {taco Sr -V9Y2h EL 13 _ a m Mam Street Mair}Street N a4 o�i a 0 Gv OTC C] o ry C a V Y o u N ereadw:�,• R U zi U C J a N u w f Y N � b e Neuch St U S O n N i ¢ m r: j Y o F a y 3 u L 51 m N Rr . Si a u �!W G u a � d w a 1 N Spv rpenn $1 W 1s arNeyN v u✓ U y 4 4 � Oranye Ave I: pm. Av e Nep�ns � m _a ll y i rn 19 Z(i a � 3 N Sycamare St S SYFamme SS Si � ON n Y N � y � G �i Q N eka St i f s o,"j, 60A-268 60A-269 o� 6LOZ-ZL-60 OZ:99:0 dOl 6mp'g-1 Og6f\6xp d.d\6mp\ouo oµos •.z.,d 026C2 2\006t\u YP �+ f�---~- ' NY 477 g oNNV d 3 1 / ZS HY'n 0 4A 4r! $ i9 wtl 161Wsi 2 3 Va � 0 O t s a m _e r v a g S 7 P ii Vy � a CCa » i 8 i8 60A-270 00 6LOZ-ZL-60 MCC:90 dal 6mp G-) 696f\6mp dwd\6mp\ouo oµos •ozold UOoIJ6w0 )sll) - 496S9 LZ\006C\:u 60A-271 t� �nxot� 5111SmEEi nao2 I I_ n.F IF In w I 4 t — vv t° mssm u ,.. Y.9'P J1 SOURCE: MVE + PARTNERS KEY FIGURE 8 = PROSPECTIVE RESIDENT TENANT AND SHORT—TERM PARKING FOR RETAIL TNO SCALE PARKING MANAGEMENT PLAN 0 FIRST AMERICAN PLAZA, SANTA ANA bUA-1 a jai—a�—so ssss eo am amp m—i seocV6^v eweAc„aA— .—Id ... wu — seees wV000c0 t� a Cp= _ 8. :E zz 00 a ¢ W � D r ®® > U W of < 5 ... _ ¢IZ H z O U H M H III e < ¢�ZO= x N a¢ r ¢ r u J a �A >III Li PII r s C s N�� C uo �< z : z rc In, .1 0 ar � Ii J. ILit �= � es 6LOZ-ZL-60 Zb:ZS:OL dal 6mp LL-1 V96f\6mp dwd\6mp\ouo oµos •dzold uooiiewo )s111 - 496SB LZ\006C\.0 rn cv N q 'o. CV LN- d' 0 c ni z 0 0 E yJ 4 to # rl Ir r-I r-I M AlddnS 2UNJed ., .. 60A-275 TABLE 1 PROJECT DEVELOPMENT SUMMARY4 Project Land Use / Project Description Development Totals e +Main Apartments ❑ Studio Units 45 Units ❑ 1 Bedroom Units 101 Units ❑ 2 Bedroom Units 74 Units Total Residential Units: 220 Units ❑ Large Retail Suite 9,750 SF ❑ Small Retail Suite 2,600 SF Total Retail Space: 12,350 SF Parking Supply by Level ❑ Subterranean Level o Handicap Parking 3 spaces o Resident Parking — 1't Access 145 spaces o Resident Parking — 2"d Access/ Tandem. 13 spaces ❑ Level o Handicap Parking 5 spaces o Resident Parking — 1't Access 55 spaces o Resident Parking — 2"d Access/Tandem 9 spaces o Guest Parking/Leasing 5 spaces ❑ Level o Resident Parking — 1't Access 63 spaces o Resident Parking — 2"d Access/Tandem 34 spaces Parking Supply Allocation: o Handicap Parking 8 spaces o Resident Parking —I' Access 263 spaces o Resident Parking — 2" Access/Tandem 56 spaces o Guest Parking/Leasing 5 spaces Total Parking Supply 332 spaces Source: MVE+partners, 08/08/2019. Q 2f/�77/�n/�]� N:83900@183991- Fnt American Plaza, Santa Mat eporr Re ized FirstAm icauTarlRng9LEEy2.P311Cmg Management Plan 09-162019. don; E o n y o v .. .. •+ c O m C " m u o o c o m v ti ti N 1 n 0 o m A o 3 � E u° a a _ _ N o OUA-L / / TABLE 3 PARKING REQUIREMENTS BASED ON THE CITY OF SANTA ANA TRANSIT ZONING CODE Spaces Project Description Size Parldng Ratio Required 4� +Main Project Retail 12,350 SF 1 space per 400 SF 31 Residential Units (DU) Studio/l Bedroom Units 146 2 spaces per DU 292 2 Bedroom Units 74 2 spaces per DU 148 Guest Parking 220 0.15 spaces per DU 33 Subtotal 473 Total Parking Requirement: 504 Proposed Parking Supply: 332 Parking Surplus/Deficiency (+/-): -172 Residential Use Composite Parking Demand Ratio (sp/du) 2.15 Na4900@183981- Fnt American Plaza, Santa Matl oftRe izedFirst Am icAU�g2y&p8mg Management Plan 09-162019. don; TABLE 4 PARKING REQUIREMENTS BASED ON CALIFORNIA GOVERNMENT CODE SECTION 65915 FOR AFFORDABLE HOUSING Spaces Project Description Size Parking Ratio Required e +Main Project Retail 12,350 SF 1 space per 400 SF 31 Affordable Housing Units (DU) Studio/1 Bedroom Units 146 1 spaces per DU 146 2 Bedroom Units 74 2 spaces per DU 148 Parking Requirement: 325 Proposed Parking Supply: 332 Parking Surplus/Deficiency (+/-): +7 Na4900@183981- Fnt American Plaza, Santa Matl oftRe izedFirst Am icAU�g9LEEy2.LzLlRing Management Plan 09-162019. don; TABLE 5 PROJECT PARKING SUMMARY— COMPOSITE PARKING SUPPLY RATIOS Project Description Size Parldng Ratio Spaces Required 4� +Main Project Retail Affordable Housing Units (DU) Studio/l Bedroom Units 2 Bedroom Units 12,350 SF 146 74 1 space per 400 SF 1 spaces per DU 2 spaces per DU 31 146 148 Parking Requirement: 325 Proposed On -site Parking Supply: 332 A. Composite Parking Supply Ratio (sp/du) 1.51 Proposed On -site Parking Supply + 10 off -site employee spaces: 342 B. Composite Parking Supply Ratio (sp/du) 1.55 Proposed On -site Parking Supply + 70 total off -site spaces: 402 C. Composite Parking Supply Ratio (sp/du) 1.83 Proposed On -site Parking Supply + 70 total off -site spaces + 80 valet spaces: 482 D. Composite Parking Supply Ratio (sp/du) 2.19 Na4900@183981- Fnt American Plaza, Santa Matl oftRe izedFirst Am icAU�g9L mg Management Plan 09-162019. don; REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: APPOINT MEMBER TO THE ORANGE COUNTY VECTOR CONTROL BOARD {STRATEGIC PLAN NO. 5, 11 CLERK OF COUNCIL USE ONLY: _••10 e ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Select a member to the Orange County Vector Control and appoint for a two (2) year term expiring January 2022 or 2. Council may decide to appoint for a four (4) year term expiring in January 2024. DISCUSSION The term of current board member, Cecilia Aguinaga, will expire in January 2020 as indicated in the Orange County Vector Control letter dated October 25, 2019. Ms. Aguinaga was appointed in 2017 to fill a two-year term and she has expressed an interest in continuing to represent the City, if so desired by the City Council. The Orange County Mosquito and Vector Control District (District) is a special district and is one of over 100 agencies statewide specifically dedicated to protecting public health by controlling rats, flies, mosquitoes, Red Imported Fire Ants, and other vector related problems. The District was formed in 1947, originally as the Orange County Mosquito Abatement District, in accordance with local authority provided by the Mosquito Abatement Act of 1915 and further supported by the California Health and Safety Codes. The District was responsible for protecting the growing population of Orange County from mosquitoes and mosquito -borne diseases. In 1975, the Orange County Board of Supervisors conducted an efficiency study that concluded that the District could effectively assume the responsibility for comprehensive vector control. Consequently, fly and rat control, formerly part of the Orange County Health Department, was transferred to the District. At that time, the name of the District was changed to the Orange County Mosquito and Vector Control District. In 2004, the District reestablished a Red Imported Fire Ant program after the State stopped funding the program they had established in 2000. Operation of the District is overseen by a Board of Trustees comprised of 35 members, each appointed by their city of residence (34) with one member representing the County. Pursuant to Health and Safety Code 2024, trustees are appointed for terms of two or four years. Appointment of Member to the Orange County Vector Control December 3, 2019 Page 2 The current budget approved by the Board of Trustees supports District activities in providing vector control services to County residents. Funding also supports outreach and education programs on vectors that are presented by staff at school and civic group meetings. The District also has printed material available to the public upon request that describes what citizens can do to keep their homes and property free of rats, flies, and mosquitoes, Red Imported Fire Ant, and pests that may be found around the yard and inside the home. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. Daisy Gomez, MMC Clerk of the Council Exhibit: 1. Orange County Vector Control Letter �. 1 BOARD OFFICERS FOR 2019 PRESIDENT CHERYLBROTHERS VICE-PRESIDENT SHARI L. HORNE SECRETARY MICHAELALVAREZ DISTRICT MANAGER RICHARD HOWARD CLERK OF THE BOARD TAWNIA E. PEIT BOARD OF TRUSTEES .2019 ALISO VIEJO ROSS CHUN ANAHEIM LUCILLE KRING BREA CECILIA HUPP BUENA PARK MICHAEL DAVIS COSTA MESA SANDRA GENIS CYPRESS PAULO MORALES DANA POINT RICHARD VICZOREK FOUNTAIN VALLEY CHERYL BROTHERS FULLERTON JENNIFER FITZGERALD GARDEN GROVE STEPHANIE KLOPFENSTEIN HUNTINGTON BEACH MIKE POSEY IRVINE FARRAH KHAN LA HABRA JAMES GOMEZ LA PALMA MARSHALL GOODMAN LAGUNA BEACH MICHAEL MORRIS LAGUNA HILLS LARRYWOODRUFF LAGUNA NIGUEL JOHN MARK JENNINGS LAGUNA WOODS SHARI L. HORNE LAKE FOREST ROBERT HOLTZCLAW LOS ALAMITOS MARK CHIRCO MISSION VIEJO ROBERT RUESCH NEWPORTBEACH JEFF HERDMAN ORANGE MICHAELALVAREZ PLACENTIA CRAIG GREEN RANCHO SANTA MARGARITA APRIL JOSEPHSON SAN CLEMENTE MICHELLE SCHUMACHER SAN JUAN CAPISTRANO JOHN TAYLOR SANTA ANA CECILIAAGUINAGA SEAL BEACH SANDRA MASSA-LAVITT STANTON GARYTAYLOR TUSTIN BARRY COOPER VILLA PARK BILL NELSON WESfMINSTER SERGIO CONTRERAS YORBA LINDA PEGGY HUANG COUNTY OF ORANGE LALA RAGEN Santa Ana City Council City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 13001 GARDEN GROVE BOULEVARD GARDEN GROVE, CA 92843.2102 PHONES: (714) 971-2421 (949)654-2421 FAX: (714) 971-3940 oevcd(docvector orc ocvector.org facebook.com/ocvectorcontrol twitter.com/ocvector October 25, 2019 r--4 ZZ rri-< o O Dear Mayor and Council Members: CD v -cl Cn Cn 10 C, The term of office of your representative, Ms. Cecilia Aguinag� Dll e4ire this year on January 6, 2020 at 11:59 A.M. As you know, Ms. Aguinaga w=gappbflrted in February 2017, and since her appointment she has attended 8T:6e1,e 9zmeetings held for a 90 percent record of attendance. The qualifications for your representative on the Board of Trustees are stated in Section 2022 of the California Health and Safety Code as follows: "Section 2022. (b) Each person appointed by a city council to be a member of a board of trustees shall be a voter in that city and a resident of that portion of the city that is within the district." Your representative is appointed to a two or four year term of office (Section 2024 of the Health and Safety Code) and cannot be replaced except for cause. "Section 2024. (a) Except as provided in Section 2023, the term of office for a member of the board of trustees shall be for a term of two or four years, at the discretion of the appointing authority. Terms of office commence at noon on the first Monday in January." It is the Board's request that you reappoint Ms. Aguinaga, or a successor to her, for the next term of office, either two or four years. Once the appointment is made, please send notification to the District by mail or e-mail to: Mett&ocvector.org, rep cc: Ms. Cecilia Aguinaga Sincerelye Tawwn`i,,a Pett Executive Assistant/Clerk of the Board "An Independent Special District Serving Orange County Since 1947" The mission of the Orange County Mosqu�rControl District is to provide the citizens of Orange County with the highest level io om vectors and vector -borne diseases. REQUEST FOR ,0Y COUNCIL ACTION .6EFIJA CITY COUNCIL MEETING DATE: NOVEMBER 19, 2019 TITLE: ELECTION OF MAYOR PRO TEM 2019-2020 {STRATEGIC PLAN NO. 5, 1} /s/ Kristine Ridge CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on god Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO December 3, 2019 IaIIII a04Is] de3:11:7 1. The Mayor calls for nominations for Mayor Pro Tem position. 2. Close nominations for position. 3. The Mayor declares the result of the election. DISCUSSION On December 11, 2018, the Council nominated and elected Juan Villegas as Mayor Pro Tem serving the period of 2018 through 2020. Pursuant to Resolution No. 2019-058, Council called a Special Municipal Election to fill the vacant Ward 4 council member office held on November 5, 2019. The ROV provided the certified election results for the newly elected Ward 4 Councilmember Phil Bacerra. Pursuant to Santa Ana Charter Section 405, "in the first meeting of the City Council following any general or special election at which members of the City Council are elected, the City Council shall elect a mayor pro tem who shall act as mayor during the absence from the City or disability of the mayor, or during any vacancy in the office of mayor." In the same manner, Santa Ana Municipal Code Section 2-101, the council shall elect a mayor pro tem by a majority vote of the council. 60C-1 Election of Mayor Pro Tern November 19, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. Daisy Gomez Clerk of the Council 60C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2019 TITLE: APPROVE THE ANNUAL CALENDAR OF REGULAR CITY COUNCIL MEETINGS FOR 2020 {STRATEGIC PLAN NO. 5, 11 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2"tl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO December 3, 2019 /s/ Kristine Ridge FILE NUMBER CITY MANAGER 1:7xK01LTA ILTA 121►1172111111FARIIs] LlI 1. Review calendar of regularly scheduled City Council Meetings in 2020. 2. Cancel the regularly scheduled City Council meeting for January 7, 2020; August 4, 2020; and November 3, 2020. 3. Direct staff to post Notice of Cancellation(s). The City Council hereby waives notice of said meetings as required by the government code. DISCUSSION Consistent with past practice, the City Council has cancelled the first meeting of the year, election night, and a meeting during the summer months. If the City Council cancels any regularly scheduled meeting, they will resume consideration of agenda items at their next regular scheduled meeting. The City Council reserves the right to cancel any other meetings and notify the public as legally required. The 2020 Master Calendar and agendas for all regular and special meetings will be posted on the City's website at: https://www.santa-ana.org/cc/city-meetings. City Council Meetings are typically held in the Council Chamber, 22 Civic Center Plaza, Santa Ana and Council Committee meetings at City Hall, Ross Annex, Room 1600, Santa Ana or as otherwise noted on the agenda. STRATEGIC PLAN Approval of this agreement allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). 65A-1 2020 Regularly Scheduled Meetings November 19, 2019 Page 2 FISCAL IMPACT There is no fiscal impact associated with this item. Daisy Gomez Clerk of the Council Exhibits: 1. List of Scheduled Meetings in 2020 2. Calendar of City Council Meetings 65A-2 EXHIBIT 1 LIST OF SCHEDULED CITY COUNCIL MEETINGS IN 2020 Tuesday, January 7, 2020 (Traditionally first meeting in January canceled) Tuesday, January 21, 2020 Tuesday, February 4, 2020 Tuesday, February 18, 2020 Tuesday, March 3, 2020 Tuesday, March 17, 2020 Tuesday, April 7, 2020 Tuesday, April 21, 2020 Tuesday, May 5, 2020 Tuesday, May 19, 2020 Tuesday, June 2, 2020 Tuesday, June 16, 2020 Tuesday, July 7, 2020 Tuesday, July 21, 2020 Tuesday, August 4, 2020 (Canceled) Tuesday, August 18, 2020 Tuesday, September 1, 2020 Tuesday, September 15, 2020 Tuesday, October 6, 2020 Tuesday, October 20, 2020 Tuesday, November 3, 2020 (Traditionally canceled — Election Day) Tuesday, November 17, 2020 Tuesday, December 1, 2020 Tuesday, December 8, 2020 (Installation Meeting) Tuesday, December 15, 2020 65A-3 \tr:: /}N�\\\ }N\\\:}\\\\: \} :: ®z:: \{ N N ! \ q fj !j © :\\�- 0 °N _ N\\ _\\\N N N ° § o \) / § / ` § § §{ !: 65A- REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE: APPROVE DISPLAY OF "E PLURIBUS UNUM" IN CITY COUNCIL CHAMBERS AND DIRECT STAFF TO INSTALL THE PREFERRED INSTALLATION OPTION {STRATEGIC PLAN NOS. 1-71 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve the display of "E Pluribus Unum," Latin for "Out of Many, One," in the City Council Chambers. 2. Direct staff to install one of the following installation options: Option #1 or #2 — $19,000 estimated budget Option #1: Install the Motto and Seal in a stacked configuration, above the existing alcove. Option #2: Install the Motto and Seal side -by -side, above the existing alcove. Option #3 or #4 — $25,000 estimated budget Option #3: Install the Motto and Seal in a stacked configuration, above the existing alcove, with a curtain system. Option #4: Install the Motto and Seal side -by -side, above the existing alcove, with a curtain system. DISCUSSION During the September 3, 2019, City Council meeting, City Council discussed whether to pursue the placement of the Congressionally approved United States motto, "In God We Trust," in the City Council Chambers. The City Council also expressed an interest in displaying one of the United States' traditional mottos, "E Pluribus Unum," Latin for "Out of Many, One," along with the current national motto. The City Council requested that staff provide potential display options for the area behind the dais. During a work-study session on October 1, 2019, the City Council was presented with five very distinct options for the display of both mottos, along with the estimated costs associated with each option. The City Council elected to display "E Pluribus Unum" on the top portion of the wall behind 65B-1 Approve Display of "E Pluribus Unum" in City Council Chambers December 3, 2019 Page 2 the dais and requested that staff present final display options for consideration. Should Council select one of the four final display options presented (Exhibit 1), staff would immediately begin the procurement process for this work and expects to complete the project over the holiday break. Preliminary estimates show a total project delivery cost of $19,000 for Option #1 or #2 and a total project delivery cost of $25,000 for Option #3 or #4. "E Pluribus Unum," appears on the Great Seal of the United States, which was adopted by Congress in 1782, and has been considered one of the United States' unofficial mottos since that time. The motto has also appeared on United States currency since 1798. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goals 1 through 7 of the Strategic Plan. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The estimated total construction delivery cost of the project is $19,000 for Option #1 or #2 or $25,000 for Option #3 or #4. The following table summarizes the funds budgeted to deliver this project: Fiscal Year Accounting Unit- Account # Fund Description Accounting Unit, Account Description Amount General Non -departmental, FY 2019-20 01105015-62300 General Fund Contract Services- $25,000 Dec. -June Professional Total: $25,000 All funds are scheduled for expenditure in Fiscal Year 2019-20. IG1>U06IT5/:11111IR_Fa11011010193Y: TWO16111►1�y Fuad S. Sweiss, PE, PLS Kathryn Downs, CPA Executive Director Executive Director Public Works Agency Finance and Management Services Agency FSS/NS/MO/YV Exhibit: 1. "E Pluribus Unum" Display Options 65B-2 m x w E z w w J z O V H V fYi W G w w L• - i z O 0 a m Q) 0 u 4-) Q) 0 -0 (ID (3.) Q) _0 Lf) 0 4-) 4-) 0 66 m m x w LI , W 4-j m E v I W O O O O O O O O O O � t)om/ tn- ;n- � Q Q o ro U U v v T F= O i W. m x w Ln W 4-j m E 4-j (n W O O O O O O O O O O O O O m l0 Ln t/) t/)- v CU 06 76 cn J Q O REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2019 TITLE PUBLIC HEARING — RESOLUTION AND ORDINANCE ADOPTING THE UPDATED CALIFORNIA AND INTERNATIONAL BUILDING AND FIRE CODES WITH AMENDMENT AND REQUISITE FINDINGS {STRATEGIC PLAN CO. 3, 31 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 December 3, 2019 /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution setting forth findings for required amendments, modifications and changes with respect to the local climatic, geographical and topographical conditions within the City of Santa Ana to the California Building, Residential, Green Standards, Energy, Electrical, Mechanical, Plumbing, and Fire Codes as amended by the State of California. 2. Adopt an ordinance amending Chapters 8 and 14 of the Santa Ana Municipal Code adopting the State Building Regulations, including the 2018 International Property Maintenance Code, and certain modifications and changes with respect to local climatic, geographical and topographical conditions with the City of Santa Ana to the California Building, Existing Building, Residential, Green Standards, Electrical, Mechanical, Plumbing, Energy, and Fire Codes as amended by the State of California. DISCUSSION The State's Health and Safety Code (Section 17958) mandates that the California Building Standards Commission adopt and publish the California Building Standard Code (Title 24 California Code of Regulations) every three years. The 2019 Edition of the California Code of Regulations Title 24, which incorporates the model codes, becomes effective statewide on January 1, 2020. This Ordinance would amend Santa Ana Municipal Code Sections by repealing references to the prior editions of the Construction Codes. 75A-1 Resolution and Ordinance Adopting Updated California and International Building and Fire Codes November 19, 2019 Page 2 The Construction Codes proposed for adoption by reference with amendments include the following: 1. 2019 California Building Code 2. 2019 California Residential Code 3. 2019 California Green Building Standards Code 4. 2019 California Electrical Code 5. 2019 California Mechanical Code 6. 2019 California Plumbing Code 7. 2019 California Energy Code 8. 2019 California Fire Code 9. 2019 California Existing Building Code 10. 2018 International Property Maintenance Code The Planning & Building Agency and Orange County Fire Authority are recommending that certain changes and modifications be made to the 2019 Editions of the California Building, Residential, Green Standards, Plumbing, Mechanical, Electrical, Fire, and Existing Building Codes that are reasonably necessary due to local conditions in the City of Santa Ana. Other modifications are of an administrative or procedural nature and concern themselves with subjects that are not covered by the Codes or are reasonably necessary to safeguard life and property within the City of Santa Ana. There are a total of seventy-one (71) findings in the Resolution which address twelve (12) amendments to the Residential Code, forty-nine (49) amendments to the Fire Code, and ten (10) amendments to the Building Code (Exhibit 1). The changes to the 2019 California Codes as adopted by the State include revisions to enhance clarity and consistency in the application of the Codes. For example, the structural engineering requirements of the building code has been aligned with major revisions to national standards for structural steel and masonry construction, which stem from research studies from recent seismic and high wind events. In the Green Building standards, electric vehicle charging infrastructure will be required for new parking areas. Also, the California Energy Commission has adopted new requirements for the mandatory installation of solar photovoltaic systems on new homes. FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency MF:rb mflreports\Building Code Update RFCA 11.19.2019 Jim Henery Division Chief Orange County Fire Authority Exhibits: 1. Ordinance California Building Standards Code Amendments 2. Resolution Code Adoption Findings 75A-2 LS 12.3.19 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTERS 8 AND 14 OF THE SANTA ANA MUNICIPAL CODE TO ADOPT AND AMEND THERETO THE MOST RECENTLY ENACTED CALIFORNIA BUILDING CODE, CALIFORNIA RESIDENTIAL CODE, CALIFORNIA GREEN BUILDING STANDARDS CODE, CALIFORNIA ELECTRICAL CODE, CALIFORNIA MECHANICAL CODE, CALIFORNIA PLUMBING CODE, CALIFORNIA ENERGY CODE, CALIFORNIA FIRE CODE, CALIFORNIA EXISTING BUILDING CODE, AND INTERNATIONAL PROPERTY MAINTENANCE CODE THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1: Section 8-43 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-43. Adoption by reference. There is adopted by the city that certain code known as the California Building Code, 2046 2019 Edition, based on the 2015 2018 International Building Code as published by the International Code Council, (hereinafter referred to in this article as the "Building Code," "building code," or "California Building Code"), consisting of "Volume 1", "Volume 2" and the 2046 2019 California Existing Building Code (together with subsequent supplements or amendments to any volume, each of which shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified), of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The building code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the building code set forth in this chapter that specifically amends the Building Code. Any previously enacted, unrepealed provision of the Santa Ana Municipal Code that amended a pre-2046 2019 edition of the "Building Code" shall also be construed as amending the applicable provision of the 2046 2019 or later edition of the building code. The building code, as thus amended, together with all other provisions of this article, shall be known as the city building code. Appendices which are adopted pursuant to this section are as follows: Appendix I, Patio Covers Ordinance No. NS-XXXX 75A-3 Page 1 of 36 Appendix J, Grading SECTION 2: Section 8-93 of the Santa Ana Municipal Code is hereby amended and added such that it reads as follows: Secs. 8-92; 4-W. - Reserved. Sec. 8-93. Permit expiration (Volume 1, Chapter 1, Division II, Section 105.5). Chapter 1, Division II, Section 105.5 of the building code is amended to read as a follows: Sec. 105.5 Expiration. Every permit issued shall become invalid unless the work on the site authorized by such permit is commenced within 12 months after its issuance, or if the work authorized on the site by such permit is suspended or abandoned for a period of 180 days after the time the work is commenced. The building official is authorized to grant, in writing, one or more extensions of time, cause demonstrated. SECTION 3: Section 8-85 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 8-85. Seismic loads (California Existing Building Code, Chapter 5, Section 506.4.3). Chapter 5, Section 506.4.3 of the California Existing Building Code is amended by adding the following paragraph thereto: The conversion of any portion of an existing building to residential use shall be analyzed for 75 percent of the Design Earthquake Ground motion, as defined in Section 1613.2 of the California Building Code, but in no event shall there be a reduction in the capacity of the seismic force resisting system where such system provides a greater level of protection than the minimum requirements established by this code. Performance - based engineering analysis and design procedures may be used to evaluate the existing structure and the design of strengthening elements when approved by the Building Official. All new structural elements shall meet current detailing requirements of Section 1604 of the California Building Code. Ordinance No. NS-XXXX Page 2 of 36 75A-4 SECTION 4: Section 8-290 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-290. Adoption by reference. There is adopted by the city that certain code known as the California Plumbing Code, 2446 2019 Edition, including the following appendices thereto: A, B, D, I and J, (hereinafter referred to in this article as the "Plumbing Code"), together with subsequent supplements or amendments, which shall become effective, adopted and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified. The plumbing code is adopted and incorporated by reference as fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the plumbing code set forth in this chapter of this Code that specifically amend the plumbing code. Any previously enacted, unrepealed provision of this Code that amended a pre-2014 2019 edition of the "Plumbing Code" shall also be construed as amending the applicable provision of the 2446 2019 or later edition of the plumbing code. The plumbing code as amended, together with all other provisions of this article, shall be known as the city plumbing code. SECTION 5: Section 8-340 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-340. Underground Installation (California Plumbing Code Section 313.5). Section 313.5 of the Plumbing Code is amended to read as follows: 313.5. Underground Installation. Piping in the ground shall be laid on a firm bed for its entire length. Building drains, sewers and storm drain piping systems in the ground, and designed and approved at less than one (1) percent grade, shall be laid on a continuous firm bed, certified by a registered soils engineer as having a compaction level of not less than ninety (90) percent density. Where support is otherwise provided, it shall be approved per Section 301.2 of this code. SECTION 6: Section 8-556 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-556. Adoption by reference. There is adopted by the city that certain code known as the California Mechanical Code, 2416 2019 edition (hereinafter referred to in this article as the "California Mechanical Code" "Mechanical Code" or "mechanical code"), together with subsequent supplements, amendments, or editions, which shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified. The mechanical code is adopted Ordinance No. NS-XXXX 75A-5 Page 3 of 36 and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the mechanical code set forth in this chapter of this Code that specifically amend the mechanical code. Any previously enacted, unrepealed provision of this Code that amended a pre-2-OU 2019 edition of the "Mechanical Code" shall also be construed as amending the applicable provision of the 2OU 2019 or later edition of the mechanical code. The mechanical code as amended, together with all other provisions of this article, shall be known as the city mechanical code. SECTION 7: Section 8-570 of the Santa Ana Municipal Code is hereby removed in its entirety. Sec--579:- musts—Mafer+al-{SeEtfea-&92 4-- Ordinance No. NS-XXXX Page 4 of 36 75A-6 ., ,.HVAC vertiGak i:114YIIMVX ' -1iA SECTION 8: Section 8-667 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-667. Adoption by reference. There is adopted by the city that certain code known as the California Electrical Code 241-6 2019 Edition and the administrative provisions set forth herein, (hereinafter referred to in this article as the "Electrical Code") together with subsequent supplements, amendments, or editions, which shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless specifically adopted prior to that date, of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The electrical code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the electrical code set forth in this chapter of this code that specifically amend the electrical code. Any previously enacted, unrepealed provision of this Code that amended a pre-29 6 2019 edition of the "Electrical Code" shall also be construed as amending the applicable provision of the 201-6 2019 or later edition of the electrical code. The electrical code as amended, together with all other provisions of this article, shall be known as the city electrical code. Annex which are adopted pursuant to this section are as follows: Informative Annex A, Product Safety Standards SECTION 9: The City Council of the City of Santa Ana hereby finds, determines and declares that adoption of section 8-942 amending California Electrical Code Section 334.12 is necessary because earthquakes are a common occurrence in the local area; Ordinance No. NS-XXXX 75A-7 Page 5 of 36 that, unlike wire installed in conduit or raceways, non-metallic sheathed cable does not provide the degree of protection that is needed in the event of an earthquake; that exposed non-metallic sheathed cable is particularly hazardous; and that this amendment is necessary to assure that adequate protection is provided in the workplace and in other places of public gathering. SECTION 10: Section 8-2000 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-2000. Adoption by reference. There is adopted by the city that certain code known as the 201-5 2018 International Property Maintenance Code (hereinafter referred to as the "Property Maintenance Code"), together with subsequent supplements, amendments, or editions, which shall become effective, adopted, and incorporated by reference into this Code on each new official publication date of the International Property Maintenance Code, of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The said Code is adopted and incorporated as fully as if set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the property maintenance code set forth in this chapter of this Code that specifically amends the property maintenance code. Any previously enacted, unrepealed provision of this Code that amended a pre20152018 edition of the "Property Maintenance Code" shall also be construed as amending the applicable provision of the 2015 2018 or later edition of the property maintenance code. The property maintenance code, as thus amended, together with all other provisions of this article, shall be known as the city property maintenance code. SECTION 11. Section 8-2800 is added to Chapter 8 of the Santa Ana Municipal code to read in full as follows: Sec. 8-2800. Adoption by reference. There is adopted by the city that certain code known as the California Residential Code, 2016 2019 Edition, based on the 2015 2018 International Residential Code as published by the International Code Council, (hereinafter referred to in this article as the "Residential Code" or "California Residential Code"), (together with subsequent supplements or amendments shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified), of which not less than one (1) copy of said Code has been and is now on file in the office of the Clerk of the Council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The Residential code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the Residential code set forth in this chapter that specifically amends the Residential Code. The Residential code, as thus amended, Ordinance No. NS-XXXX Page 6 of 36 75A-8 together with all other provisions of this article, shall be known as the city Residential code. Appendices which are adopted pursuant to this section, are as follows: Appendix H, Patio Covers Appendix J, Existing Buildings and Structures SECTION 12: Section 8-2810 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-2810. Climatic and Geographic Design Criteria (Table R301.2(1)). Table R301.2(1) is revised to read: TABLE R301.2(1) CLIMATIC AND GEOGRAPHIC DESIGN CRITERIA GROUND SNOW LOAD WIND DESIGN SEISMIC DESIGN CATEGORY ' SUBJECT TO DAMAGE FROM WINTER DESIGN TEMP- ICE BARRIER UNDERLAY- MENT REQUIRED° FLOOD HAZARDS a AIR FREEZING INDEX' MEAN ANNUAL TEMP Speed ° mph Topo- graphic effects« 5pecialWindborne Weathering Frost line Depth o Termite wind debris zone- a ion' Zero 110 No No No M or E Ne li ible 12-24" Very Heavy 43 No See Exhibit B 0 60 For SI: 1 pound per square foot = 0.0479 kPa, 1 mile per hour = 0.447 m/s. a. Weathering may require a higher strength concrete or grade of masonry than necessary to satisfy the structural requirements of this code. The weathering column shall be filled in with the weathering index (i.e., "negligible," "moderate" or "severe") for concrete as determined from the Weathering Probability Map [Figure R301.2(3)]. The grade of masonry units shall be determined from ASTM C 34, C 55, C 62, C 73, C 90, C 129, C 145, C 216 or C 652. b. The frost line depth may require deeper footings than indicated in Figure R403.1(1). The jurisdiction shall fill in the frost line depth column with the minimum depth of footing below finish grade. C. The jurisdiction shall fill in this part of the table to indicate the need for protection depending on whether there has been a history of local subterranean termite damage. d. The jurisdiction shall fill in this part of the table with the wind speed from the basic wind speed map [Figure R301.2(A)].Wind exposure category shall be determined on a site -specific basis in accordance with Section R301.2.1.4. Ordinance No. NS-XXXX 75A-9 Page 7 of 36 e. Temperatures shall be permitted to reflect local climates or local weather experience as determined by the building official. f. The jurisdiction shall fill in this part of the table with the seismic design category determined from Section R301.2.2.1. g. The jurisdiction shall fill in this part of the table with (a) the date of the jurisdiction's entry into the National Flood Insurance Program (date of adoption of the first code or ordinance for management of flood hazard areas), (b) the date(s) of the Flood Insurance Study and (c) the panel numbers and dates of all currently effective FIRMs and FBFMs or other flood hazard map adopted by the authority having jurisdiction, as amended. h. In accordance with Sections R905.2.7.1, R905.4.3.1, R905.5.3.1, R905.6.3.1, R905.7.3.1 and R905.8.3.1, where there has been a history of local damage from the effects of ice damming, the jurisdiction shall fill in this part of the table with "YES." Otherwise, the jurisdiction shall fill in this part of the table with "NO." i. The jurisdiction shall fill in this part of the table with the 100-year return period air freezing index (BF -days) from Figure R403.3(2) or from the 100-year (99%) value on the National Climatic Data Center data table "Air Freezing Index- USA Method (Base 320)" at www.ncdc.noaa.gov/fpsf.htrnl. j. The jurisdiction shall fill in this part of the table with the mean annual temperature from the National Climatic Data Center data table "Air Freezing Index -USA Method (Base 32°F)" at www.ncdc.noaa.gov/fpsf.htm1. k. In accordance with Section R301.2.1.5, where there is local historical data documenting structural damage to buildings due to topographic wind speed-up effects, the jurisdiction shall fill in this part of the table with "YES." Otherwise, the jurisdiction shall indicate "NO" in this part of the table. SECTION 13. Section 8-2900 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8-2900. Adoption by reference. There is adopted by the city that certain code known as the California Green Building Standards Code, 2016 2019 Edition, as published by the International Code Council, (hereinafter referred to in this article as the "California Green Building Standards Code"), (effective, adopted, and incorporated by reference into this Code on Ordinance No. NS-XXXX Page 8 of 36 75A-10 the date specified by the state building standards commission, unless otherwise specified), of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The Green Building Standards code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city. The California Green Building Standards code, as thus amended, together with all other provisions of this article, shall be known as the city Green Building Standards code. SECTION 14: Section 8-3000 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 8-3000. Adoption by reference. There is adopted by the city that certain code known as the California Energy referred to in this article as the "California Energy Code"), (effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified), of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The California Energy Code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city. The California Energy Code, as thus amended, together with all other provisions of this article, shall be known as the city Energy code. SECTION 15: Section 14-1 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 14-1. Adoption by reference. There is adopted by the city that certain code known as the California Fire Code 2019 2019 Edition, based on the 2015 2018 International Fire Code as published by the International Code Council, (hereinafter referred to in this article as the "California Fire Code" or "fire code") and the whole thereof including the Appendices therein, errata issued during and after the publishing date, save and except such portions as are hereinafter deleted or amended, of which code not less than one (1) copy has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. Said code is adopted and incorporated as fully as if set forth at length herein and, subject to all amendments set forth in this article, shall be in effect within the city from the effective date of this article. Any provision of this article amending the above mentioned codes shall be construed as amending the 2015 2018 and 201-6 2019 editions thereof including such provisions enacted prior to this adoption of the said 2015 2018 and 201-6 2019 editions and not thereafter repealed. The International Fire Code, 2015 2018 Ordinance No. NS-XXXX 75A-11 Page 9 of 36 edition and the California Fire Code 2016 2019 edition, as thus amended, together with all other provisions of this article, shall be known as the "Fire Code of the City of Santa Ana." SECTION 16: Section 14-3.1 is hereby amended and revised as follows: Sec. 14-3.1. - Violation penalties (Section 109.4 110.4). Section 109.4 110.4 Violation penalties. 110.4 Violation penalties. Persons who shall violate a provision of this code or shall fail to comply with any of the requirements thereof or shall fail to comply _with any issued orders or notices or who shall erect, install, alter, repair or do work in violation of the approved construction documents or directive of the fire code official, or of a permit or certificate used under provisions of this code, shall be subject to penalties assessed as prescribed in the OCFA Prevention Field Services adopted fee schedule. Each day that a violation continues after due notice has been served shall be deemed a separate offense. (a) Section 409.4.2110.4.2 Infraction and misdemeanor is hereby added as follows: 489:4.-2110.4.2 Infraction and misdemeanor. Persons operating or maintaining any occupancy, premises or vehicle subject to this code that shall permit any fire or life safety hazard to exist on premises under their control shall be guilty of an infraction. Persons who fail to take immediate action to abate a fire or life safety hazard when ordered or notified to do so by the chief or a duly authorized representative are guilty of a misdemeanor. Secs.14-4-14-9. Reserved. SECTION 17: Section 14-21 is hereby amended as follows: Sec. 14-21. - Definitions (Section 202). Ordinance No. NS-XXXX Page 10 of 36 75A-12 Chapter 2 Definitions is adopted in its entirety with the following amendment: Section 202 General Definitions is hereby revised by adding "OCFA," sky Lantern=and "Spark Arrester" as follows: 202 General Definitions OCFA- Orange County Fire Authority, fire authority having jurisdiction. SPARK ARRESTER- A listed device constructed of noncombustible material specifically for the purpose of meeting one of the following conditions: Removing and retaining carbon and other flammable particles/debris from the exhaust flow of an internal combustion engine in accordance with California Vehicle Code Section 38366. Fireplaces that burn solid fuel in accordance with California Building Code Chapter 28. SECTION 18: Section 14-22 is hereby amended as follows: Sec. 14-22. - General requirements (Chapter 3). Chapter 3 General Requirements. Adopt Chapter 3 in its entirety, with the exception of Sections 308.1.4, 311.5 through 311.5.5, 318, and 319, and with the following amendments: (a) Section 304.1.2 Vegetation.a- TeGhqiGal-Design for ,. Weeds, grass, vines or other growth that is capable of being ignited and endangering property, shall be cut down and removed by the owner or occupant of the premises. Vegetation clearance requirement in urban-wildland interface areas shall be in accordance with Chapter 49. Type, amount, arrangement, and maintenance of vegetation in a fuel modification area, interior slope, or similarly hazardous area shall be in accordance with OCFA Guideline C-05 "Veaetation Management Guideline —Technical Design for New Construction, Fuel Modification Plans, and Maintenance Program." Ordinance No. NS-XXXX 75A-1 3 Page 11 of 36 (b) Section 305.6 Hazardous Conditions is hereby amended as follows: 305.6 Hazardous conditions. 8utdeer #res-are-pet-aNeved-vv#aera-pred+ced sustained-winds-exceed-�-AAP-k#-durir�perieds- auhe+�relat+ve-lid+ty-is-less-chap -er-a-red-#lag-c ndit4e44-has-beep-4decAafe4-er-igub4+s-an4geupcefnept-+s-+Nade7 when-ap-ef iciaksign was caused to -be -posted -by -the -#ire cede-e#icial; er-when-such fifes-present-a-hazafdas-deterpa Red-by4h,-4ire-e-ode-e#icial. Outdoor fires burning wood or other solid fuel are not allowed when any of the following conditions applies: 1. when predicted sustained winds exceed 8 MPH and relative humidity is less than 25%, or a red flag condition has been declared 2. when an official sign was caused to be posted by the fire code official, or a public announcement is made No outdoor fires using any fuel type are permitted when predicted sustained winds (c) Section 305.7 Disposal of rubbish is hereby added as follows: 305.7 Disposal of rubbish. Rubbish, trash or combustible waste material shall be burned only within an approved incinerator and in accordance with Section 307.2.1. (d) Section 307 OPEN BURNING, RECREATIONAL FIRES AND PORTABLE OUTDOOR FIREPLACES is hereby revised as follows: SECTION 307 OPEN BURNING, RECREATIONAL FIRES, FIRE PITS, FIRE RINGS, AND PORTABLE OUTDOOR FIREPLACES Section 307 307.6 Outdoor Fireplaces, fire Pits, Fire Rings, or similar devices used at Group R Occupancies is hereby added as follows: 307.6 Outdoor Fireplaces, Fire Pits, Fire Rings, or similar devices used at Group R Occupancies. Outdoor fireplaces, fire pits, fire rings, or similar exterior devices used at Group R shall comply with this section. Exception: Barbeques, grills, and other portable devices intended solely for cooking. 307.6.1 Gas -fueled devices. Outdoor fireplaces, fire pits and similar devices fueled by natural gas or liquefied -petroleum gas are allowed when approved by the Building Department and the device is designed to only burn a gas flame and not wood or other solid fuel. At R-3 occupancies, combustible construction Ordinance No. NS-XXXX Page 12 of 36 75A-14 shall not be located within three feet of an atmospheric column that extends vertically from the perimeter of the device. At other R occupancies, the minimum distance shall be ten feet. Where a permanent Building Department approved hood and vent is installed, combustible construction may encroach upon this column between the bottom of the hood and the vent opening. Where chimneys or vents are installed, they shall have a spark arrester as defined in Section 202. Section 307.6.2 Devices using wood or fuels other than natural gas or liquefied -petroleum gas is hereby amended as follows: 307.6.2 Devices using wood or fuels other than natural gas or liquefied - petroleum gas.ireplaees-�ur+}irag-weed�ret#er�e4id #ael-shai4�e e�+�str�eied ire aseerda+�ee �uitk� e Saffferaia �uildir�g 6ede-fires ira a #lrepia% shag -be serttafrted-avit#i+�a#ire �vii# arratiaehed e+�irx e - eepepirjg-iR the #ase-of-tkle #+retie -shah #ave aR iRstaNed-aad- mad ptafaed-aaethGd--ef arresti g-sparks-The-burai+4g-ef-weed-er-et#er send fue4-irt a-de-vie-isA4et allowed withiR-4,&4eet-ef-es+ estibie�truetures-aaaess�vit#i+� a gera erat er gertabie #25-feet ef-a-strue�tire eFteetatiea-shall-be�limiraated-drier-te-ig+�itie+�-€fires-ip de-view-burairg-weed er send feel small-be-ira-aseerdartee-aniti�-�eetie+�s 30�; W7, apd-�3. Permanent outdoor fireplaces burning wood or other solid fuel shall be constructed in accordance with the California Building Code with clearance from combustible construction and building openings as required therein. Fires in a fireplace shall be contained within a firebox with an attached chimney. The opening in the face of the firebox shall have an installed and maintained method of arrestina sparks. The burning of wood or other solid fuel in a device is not allowed within 25 feet of combustible structures, unless within an approved permanent fireplace. Conditions which could cause a fire to spread within 25 feet of a structure or to vegetation shall be eliminated prior to ignition. Fires in devices burning wood or solid fuel shall be in accordance with Sections 305. 307. and 308. Exceptions: 1. Portable fireplaces and fire rings/pits equipped with a device to arrest sparks shall be located at least 3' from combustible construction at R-3 occupancies, 2. Portable fireplaces, and fire pits/rings equipped with a device to arrest sparks, shall be located at least 15 feet from combustible structures at other R occupancies. Section 307.6.2.1 Where prohibited is hereby amended as follows: Ordinance No. NS-XXXX 75A-1 5 Page 13 of 36 1 • • • • -• MIN �. The burninq of wood and other solid fuels shall not be conducted within a fuel (WUI), or in locations where conditions could cause the spread of fire to the WRA or WUI. Exceptions: 1. Permanent fireplaces that are not located in a fuel modification zone 2. Where determined by the Fire Code Official that the location or design_ of the device should reasonably prevent the start of a wildfire. (e) Section 308.1.6.3 Sky lanterns is hereby revised as follows: 308.1.6.3 Sky lanterns. A person shall not ignite, release, or cause to be released as u4ltethered-sky lantern. (f) Section 309-2.4 309.3.1 Indoor charging of electric carts/cars is hereby removed. (g) Section 32-0 321 Fuel Modification Requirements for New Construction is hereby amended as follows: 320 321 Fuel Modification Requirements for New Construction. All new structures and facilities adjoining land containing hazardous combustible vegetation shall be approved and in accordance with the requirements of OCFA Guideline C- 05 "Vegetation Management Guideline — Technical Design for New Construction Fuel Modification Plans and Maintenance Program." Ordinance No. NS-XXXX Page 14 of 36 75A-1 6 (h) Section 324 322 Clearance of brush or vegetation growth from roadways is hereby amended as follows: 324 322 Clearance of brush or vegetation growth from roadways. The fire code official is authorized to cause areas within 10 feet (3048 mm) on each side of portions of highways and private streets which are improved, designed or ordinarily used for vehicular traffic, to be cleared of flammable vegetation and other combustible growth. Measurement shall be from the flow -line or the end of the improved edge of the roadway surfaces. Exception: Single specimens of trees, ornamental shrubbery or cultivated ground cover such as green grass, ivy, succulents or similar plants used as ground covers, provided that they do not form a means of readily transmitting fire. (i) Section 322 323 Unusual Circumstances is hereby amended as follows: 322 323 Unusual circumstances. The fire code official may suspend enforcement of the vegetation management requirements and require reasonable alternative measures designed to advance the purpose of this code if determined that in any specific case that any of the following conditions exist: 1. Difficult terrain. 2. Danger of erosion. 3. Presence of plants included in any state and federal resources agencies, California Native Plant Society and county -approved list of wildlife, plants, rare, endangered and/or threatened species. 4. Stands or groves of trees or heritage trees. 5. Other unusual circumstances that make strict compliance with the clearance of vegetation provisions undesirable or impractical. (j) Section 323 324 Use of Equipment is hereby added as follows: 323 324 Use of equipment. Except as otherwise provided in this section, no person shall use, operate, or cause to be operated in, upon or adjoining any hazardous fire area any internal combustion engine which uses hydrocarbon fuels, unless the engine is equipped with a spark arrester as defined in Section 202 maintained in effective working order, or the engine is constructed, equipped and maintained for the prevention of fire. Exception: 1. Engines used to provide motor power for trucks, truck tractors, buses, and passenger vehicles, except motorcycles, are not subject to this section if the exhaust system is equipped with a muffler as defined in the Vehicle Code of the State of California. Ordinance No. NS-XXXX 75A-17 Page 15 of 36 2. Turbocharged engines are not subject to this section if all exhausted gases pass through the rotating turbine wheel, there is no exhaust bypass to the atmosphere, and the turbocharger is in good mechanical condition. (k) Section 323 1 324.1 Use of Equipment and Devices Generating Heat, Sparks or Open Flames is hereby amended as follows: 3231. 324.1 Equipment and devices generating heat, sparks or open flames. During any time of the year within Wildfire Risk Areas, within or immediately adjacent to any forest- or brush -covered land or non -irrigated grass -covered land, no person shall use or operate any welding equipment, cutting torches, tar pots, grinding devices, or other tools or equipment that may produce a spark, fire, or flame that could result in a wildfire without doing the following: 1. First clearing away all flammable material, including snags, from the area around such operation for a distance of 30 feet or other approved method to reduce fire spread into the wildlands. If 30 foot clearing cannot be achieved then an alternate method shall be approved by the AHJ prior to work starting. 2. Maintain one serviceable round point shovel with an overall length of not less than forty-six (46) inches and one backpack pump water -type fire extinguisher fully equipped and ready for use at the immediate area during the operation. 3. Stop work when winds are 8 MPH during periods when relative humidity is less than 25%, or a red flag condition has been declared or public announcement is made, when an official sign was caused to be posted by the fire code official, or when such fires present a hazard as determined by the fire code official. 4. Keep a cell phone nearby and call 911 immediately in case of a fire. (1) Section 3232 324.2 Spark Arresters is hereby added as follows: 3232 324.2 Spark arresters. Spark arresters shall comply with Section 202, and when affixed to the exhaust system of engines or vehicles subject to Section 32-3 324 shall not be placed or mounted in such a manner as to allow flames or heat from the exhaust system to ignite any flammable material. SECTION 19: Section 14-23 is hereby amended as follows: Sec. 14-23. - Emergency planning and preparedness (Chapter 4). Chapter 4: Emergency Planning and Preparedness. Only the following Sections listed below are adopted: Ordinance No. NS-XXXX Page 16 of 36 75A-18 2-4 1,3 4 ;3—,404 9 4-402 5-. 403 6-444- &-404-4:,6 7-407 1. 401 — 401.9 2. 402 3. 403.2 4. 403.5 — 403.5.4 5. 403.10.2.1.1 6. 403.13 — 403.13.3 7. 404.5 — 404.6.6 8. 407 SECTION 20: Section 14-24 is hereby amended as follows Sec. 14-24. - Fire service features (Chapter 5). Chapter 5 Fire Service Features is adopted in its entirety with the following amendments: (a) SECTION 501.1 Scope is revised to read as follows: Scope.501.1 ., Fire service features for buildings, structures and premises shall comply with this chapter and, where required by the fire code official, with OCFA Guideline B-09, "Fire Master Plan for Commercial & Residential Development." Fire service features for buildings, structures and premises located in State Responsibility Areas, and Man.1F1 • • 11 0 Pin/( MISIMAVewen- no ta Y= a 0 r - ■ ■ `MM Responsibility Areas, and Local Responsibility Areas designated as Very High Hazard Fire Severity Zone". (b) Section 505.1 Address Identification is revised as follows: Ordinance No. NS-XXXX 75A-1 9 Page 17 of 36 505.1 Address identification. New and existing buildings shall have approved address numbers, building numbers or approved building identification placed in a position that is plainly legible and visible from the street or road fronting the property. These numbers shall contrast with their background. Where required by the fire code official, address numbers shall be provided in additional approved locations to facilitate emergency response. Address numbers shall be Arabic numbers or alphabetical letters. Numbers shall be a minimum of 4 inches (101.6 mm) high with a minimum stroke width of 0.5 inch (12.7 mm) for R-3 occupancies, for all other occupancies the numbers shall be a minimum of 6 inches high with a minimum stroke width of 1 inch. Where access is by means of a private road and the building cannot be viewed from the public way, a monument, pole or other sign or means shall be used to identify the structure. Address numbers shall be maintained. (c) Section 510.1 Emergency responder radio coverage in new buildings is revised to read as follows: 510.1 Emergency responder radio coverage in new buildings. All new buildings shall have approved radio coverage for emergency responders within the building based upon the existing coverage levels of the public safety communication systems of-t#e utilized by the jurisdiction measured at the exterior of the building. This section shall not require improvement of the existing public safety communication systems. The Emergency Responder Radio Coverage System shall comply with the aeoal-autho ity- ving jjFisdietlea s-erd+naase ard-th-+s-oede-Orange County Sheriff's Department, Communications and Technology Division guidelines and specifications and, where the functionality or performance requirements in the California Fire Code are more stringent, this code. Exceptions: 1. There-it-+s-#ete-m ned-by-the-fire-ende- off leial-that-the-radie-eeve�age system 4s-net-needed- 2. 4n-#ac-44--s-where-emergency-4espendeK retie-eeue age is required and sueh-systems-sempenents-eK-eq+ipment-requlred-Eeuld-haue-a-nee impact-e4-f-the-44oKma4 eperat+ens-et that #ae li:" #ire -cede e# ial-shall have tWe-auther�ty� wept an-autematsally aelvated en e ge sy-rad+e eeuerage-system- �h+s seetlen�l�all-net--apply t�the#eNewing: 4—€*is#ng-bu+k4P@s er structures-unless-Kequ ed-t3y the-�u+ld+ng-9#isial and- 8S€,4-far-hu+ld+ngs-and�truetuKes undercde+ng extensive Kemedel ap,44r--expans+en7 2—. Qevators- Ordinance No. NS-XXXX Page 18 of 36 75A-20 .... MMMEME r�rr.�e. :mm 1. In buildings or structures where it is determined by the fire code official that the radio coverage system is not needed, including but not limited to the following: a. Existinq buildinqs or structures, unless required by the Buildinq Official and OCFA for buildings and structures undergoing extensive remodel and/or expansion. b. Elevators. c. Structures that meet all of the following: i. Three stories or less, and ii. Do not have subterranean storage or parking, and iii. Do not exceed 50,000 square feet on any single story. d. Structures that meet all of the following: i. Residential structures four stories or less. and ii. Constructed of wood, and iii. Do not have subterranean storage or parking, and iv. Are not built integral to an above ground multi -story parking structure. Should a structure that is three stories or less and 50,000 square feet or smaller on any single story include subterranean storage or parking, then this ordinance shall apply only to the subterranean areas. 2. In facilities where emergency responder radio coverage is required and such systems, components or equipment required could have a negative have the authority to accept an automatically activated emergency radio coverage system. (d) Section 510.2 Emergency responder radio coverage in existing buildings is deleted without replacement. (e) Section 510.3 Permit required is deleted without replacement. (ef) Section 510.4.2.2 Technical Criteria is revised-te4ead-a-s-#&4ews: adopted without amendment. Ordinance No. NS-XXXX 75A-21 Page 19 of 36 (fg) Section 510.5.1 Approval prior to installation is revised-te-read-as-fellows: adopted without amendment.. 519:5.4-Approval-drier-W-insta4ation. Ampl#icatiep-systeMs eapable-Gf-4perat+eg en-fregaeeEies-liseasea-tv-an �-pub--sa€eta-ageras�-#y-fhe-€-S�-sk}all-feet-fie +rastaAed-witbeat-drier-{�lar+-s�a#�mittal-seerdi+�atiea-apd-ap�reual-€rear8range Co u Rty-Gemmaeisat+ens-apd-a-sepy-4f4he-appfeved-p4aa-previded-to-the-#ire-apd �flld+pg�ede a##ieials- (gh) Section 510.5.2 Minimum qualification of personnel is removed without replacement. �18 5.� ARiirst+m-cfc+alifieatisps ef-persene+ the-+x�iaipa� dal fieatieps e€ the systep�des gpeKapd leir+stallat ep perseppel shall Ipelade �etl�e€ ilie#ellewipg; �—Aval+��GSi ss�ed-general�a�raeper-ate-s�isease: �—se�i€isatiep-el-,p-i�,adip� sy�te�, trap+p� _issNed�y a�atie�all�-�eseg�i�ed ergap+�atiep-ssheel er-a-ser4 isaie-issNed-by-th,-- nufastarer of the egop,meptbe+4g pstalled- Ordinance No. NS-XXXX Page 20 of 36 75A-22 mw--mmmmmls, K • • •• E .••• '• without• •• and • Section1 . • and proof of • • E adopted without amendment. Ordinance No. NS-XXXX 75A-23 Page 21 of 36 SECTION 21: Section 14-30 is hereby amended to read as follows: Sec. 14-30. - Fire protection and Life Safety Systems (Chapter 9). Chapter 9 Fire protection and Life Safety Systems is adopted in its entirety with the following amendments: (a) Section 903.2 Where required is hereby amended as follows: 903.2 Where required. Approved automatic sprinkler systems in buildings and structures shall be provided when one of the following conditions exists: 1. New buildings: Notwithstanding any applicable provisions of Sections 903.2.1 through 903.2.19, an automatic fire -extinguishing system shall also be installed in all occupancies when the total building area exceeds 5,000 square feet (465 m2) as defined in Section 202, regardless of fire areas or allowable area, or is more than two stories in height. Exception: Subject to approval by the Fire Code Official, open parking garages in accordance with Section 406.5 of the California Building Code. 2. Existing Buildings: Notwithstanding any applicable provisions of this code, an automatic sprinkler system shall be provided in an existing building when an addition occurs and one of the following conditions exists: a. When an addition is 33% or more of the existing building area, and the resulting building area exceeds 5000 square feet (465 m2) as defined in Section 202; or b. When an addition exceeds 2000 square feet (186 m2) and the resulting building area exceeds 5000 square feet (465 m2) as defined in Section 202; or c. An additional story is added above the second floor regardless of fire areas or allowable area. Exception: Group R-3 occupancies shall comply with Section 903.2.8. (b) Section 903.3.5.3 Hydraulically calculated systems is hereby added as follows: 903.3.5.3 Hydraulically calculated systems. The design of hydraulically calculated fire sprinkler systems shall not exceed 90% of the water supply capacity Exception: When static pressure exceeds 100 psi, and required by the Fire Code Official, the fire sprinkler system shall not exceed water supply capacity specified by Table 903.3.5.3 Ordinance No. NS-XXXX Page 22 of 36 75A-24 SECTION 22: Section 14-31 is hereby amended and added to read as follows: See:-44-31—Resepve4- Sec. 14-31. — Energy Systems (Chapter 12). Chapter 12 Energy Systems is adopted in its entirety with the following amendments added: 1201.1.1 Other Systems Where required by the fire code official, other systems and research and electric vehicle manufacturing and testing, and battery charging systems for cars and carts inside of buildings or structures, shall comply with this chapter. SECTION 23: Section 14-32 is hereby amended to read as follows: Sec. 14-32. —Construction requirements for Existing Buildings (Chapter 11). Chapter 11 Construction Requirements for Existing Buildings: Only the following Sections and Subsections are adopted: 1103.7 1103.7.3 1103.7.3.1 1103.7.8 — 1103.7.8.2 1103.7.9 — 1103.7.9.10 1103.8 — 1103.8.5.3 1103.9.1 1107 1113 1114 1115 1116 SECTION 24: Section 14-33 is hereby removed as follows: Av+at+en-€aeifities(Chaptef 20 —Sec. 14-33. RESERVED. SECTION 25: Section14-34 is hereby amended to read as follows: Sec. 14-34. - Lumber Yards and Agro-Industrial, Solid Biomass and Woodworking Facilities (Chapter 28). Ordinance No. NS-XXXX Page 24 of 36 75A-25 Chapter 28 Lumber Yards and Aaro-Industrial, Solid Biomass and Woodworking Facilities is adopted in its entirety with the following amendments: (a) Section 2801.2 Permit is hereby arnended-by-a"ng 4ie•fallowing-staterraent-tsihe last-sentef,ee revised as follows: 2801.2 Permit. Permits shall be required as set forth in Section 105.6. FeF Misee4aaeeus-Semb6+s4ble-SteFage-Per-mit, see-�&eetiea and 105. 6.29. (b) Section 2808.2 Storage site is hereby amended revised as follows: 2808.2 Storage site. Storage sites shall be level and on solid ground, elevated soil lifts or other all-weather surface. Sites shall be thoroughly cleaned and approval obtained from the fire code official ehtain,4d before transferring products to the site. (c) Section 2808.3 Size of piles is hereby amended revised as follows: 2808.3 Size of piles. Piles shall not exceed 15 feet E4572 wM) in height, 50 feet (45 244-mm) in width and 100 feet E80-480 s FR) in length. Exception: The fire code official is authorized to allow the pile size to be increased where a fire protection plan is provided for approval that includes, but is not limited to, the following: 1. Storage yard areas and materials -handling equipment selection, design and arrangement shall be based upon sound fire prevention and protection principles. 2. Factors that lead to spontaneous heating shall be identified in the plan, and control of the various factors shall be identified and implemented, including provisions for monitoring the internal condition of the pile. 3. The plan shall include means for early fire detection and reporting to the public fire department; and facilities needed by the fire department for fire extinguishment including a water supply and fire hydrants. 4. Fire apparatus access roads around the piles and access roads to the top of the piles shall be established, identified and maintained. 5. Regular yard inspections by trained personnel shall be included as part of an effective fire prevention maintenance program. Additional fire protection called for in the plan shall be provided and shall be installed in accordance with this code. The increase of the pile size shall be based upon the capabilities of the installed fire protection system and features. (d) Section 2808.4 Pile Separation is hereby added as follows: Ordinance No. NS-XXXX 75A-26 Page 25 of 36 2808.4. Pile separation. Piles shall be separated from adjacent piles by a minimum distance of 20 feet. Additionally, piles shall have a minimum separation of 100 feet from combustible vegetation. (ee) Section 2808.7 Pile fire protection is hereby revised as follows: 2808.7 Pile fire protection. Automatic sprinkler protection shall be provided in conveyor tunnels and combustible enclosures that pass under a pile. Combustible conveyor systems and enclosed conveyor systems shall be equipped with an approved automatic sprinkler system. Oscillating sprinklers with a sufficient projectile reach are required to maintain a 40% to 60% moisture content and wet down burning/smoldering areas. (fg) Section 2808.9 Material -handling equipment, is hereby revised as follows: 2808.9 Material -handling equipment. All material handling equipment operated by an internal combustion engine shall be provided and maintained with an approved spark arrester. Approved material -handling equipment shall be available for moving wood chips, hogged material, wood fines and raw product during fire -fighting operations. (gh)Section 2808.11 Temperature control, is hereby added as follows: 2808.11 Temperature control. The temperature shall be monitored and maintained as specified in Sections 2808.11.1 and 2808.11.2. (hi) Section 2808.11.1 Pile temperature control, is hereby added as follows: 2808.11.1 Pile temperature control. Piles shall be rotated when the internal temperature readings are in excess of 165 degrees Fahrenheit. Q) Section 2808.11.2 New material temperature control, is hereby added as follows: 2808.11.2 New material temperature control. New loads delivered to the facility shall be inspected and tested at the facility entry prior to taking delivery. Material with temperature exceeding 165 degrees Fahrenheit shall not be accepted on the site. New loads shall be monitored to verify that the temperature remains stable. (jk) Section 2808.12 Water availability is hereby added as follows: 2808.12 Water Availability. Facilities with over 2500 cubic feet shall provide a water supply. The minimum fire flow shall be no less than 500 GPM @ 20 psi for a minimum of 1 hour duration for pile heights up to 6 feet and 2 hour duration for pile heights over 6 feet. If there is no water purveyor, an alternate water supply with storage tank(s) shall be provided for fire suppression. The water supply tank(s) shall provide a minimum capacity of 2500 gallons per pile (maximum 30,000 gallons) for piles not exceeding 6 feet in height and 5000 gallons per pile (maximum 60,000) for piles exceeding 6 feet in height. Water tank(s) shall not be used for any other purpose unless the required fire flow is left in reserve within the tank at all times. An Ordinance No. NS-XXXX Page 26 of 36 75A-27 approved method shall be provided to maintain the required amount of water within the tank(s). (kl) Section 2808.13 Tipping area is hereby added as follows: 2808.13 Tipping areas shall comply with the following: 1. Tipping areas shall not exceed a maximum area of 50 feet by 50 feet. 2. Material within a tipping area shall not exceed 5 feet in height at anytime. 3. Tipping areas shall be separated from all piles by a 20 foot wide fire access lane. 4. A fire hydrant or approved fire water supply outlet shall be located within 150 feet of all points along the perimeter of the tipping area. 5. All material within a tipping area shall be processed within 5 days of receipt. (Im)Section 2808.14 Emergency Contact is hereby added as follows: 2808.14 Emergency Contact. The contact information of a responsible person or persons shall be provided to the Fire Department and shall be posted at the entrance to the facility for responding units. The responsible party should be available to respond to the business in emergency situations SECTION 26: Section 14-35 is hereby added to read as follows: Chapter 49 Requirements for Wildland-Urban Interface Fire Areas Chapter 49 Requirements for Wildland-Urban Interface Fire Areas is adopted in its entirety with the following amendments: Section 4906.3 Requirements is hereby revised as follows: 4906.3 Requirements. Hazardous vegetation and fuels around all applicable buildings and structure shall be maintained in accordance with the following laws and regulations: 1. Public Resources Code, Section 4291., 2. California Code of Regulations, Title 14, Division 1.5, Chapter 7, Subchapter 3, Section 1299 (see guidance for implementation "General Guideline to Create Defensible Space"). 3. California Government Code, Section 51182. Ordinance No. NS-XXXX 75A-28 Page 27 of 36 4. California Code of Regulations, Title 19, Division 1, Chapter 7, Subchapter 1, Section 3.07. S. OCFA Guideline C-05 "Vegetation Management Guideline — Technical Design for New Construction Fuel Modification Plans and Maintenance Program." Section 4908 Fuel Modification Requirements for New Construction is hereby added as follows: 4908 Fuel Modification Requirements for New Construction. All new buildings to be built or installed in a Wildfire Risk Area shall comply with the following: 1. Preliminary fuel modification plans shall be submitted to and approved by the fire code official prior to or concurrently with the approval of any tentative map. 2. Final fuel modification plans shall be submitted to and approved by the fire code official prior to the issuance of a grading permit. 3. The fuel modification plans shall meet the criteria set forth in the Fuel Modification Section of OCFA Guideline C-05 "Vegetation Management Guideline — Technical Design for New Construction Fuel Modification Plans and Maintenance Program." 3.1 The fuel modification plan shall include provisions for the maintenance of the fuel modification in perpetuity. 4. The fuel modification plan may be altered if conditions change. Any alterations S. All elements of the fuel modification plan shall be maintained in accordance with the approved plan and are subject to the enforcement process outlined in the Fire Code. SECTION 27: Section 14-39 is hereby amended as follows: Sec. 14-39. - Flammable and combustible liquids (Chapter 57). Flammable and Combustible Liquids (Chapter 57) is adopted in its entirety with the exception of Section 5707 and with the following amendment: Section 5701.1.1 On -Demand Mobile fueling is added as follows: Section 5701.1.1 On -Demand Mobile fueling. On -demand mobile fueling of Class I, II, and III liquids into the fuel tanks of vehicles is prohibited. SECTION 28: Section 14 40 is hereby added as follows: Ordinance No. NS-XXXX Page 28 of 36 75A-29 C . - 7TJ.T7l.T.� Sec. 14-40. — Flammable Gases and Flammable Cryogenic Fluids (Chapter 58) Chapter 58 Flammable Gases and Flammable Cryogenic Fluids is adopted with the exception of section 5809, in its entirety and with the following amendment: Section 5801.1 Scope is revised as follows: Section 5801.1 Scope. The storage and use of flammable gases and flammable cryogenic fluids shall be in accordance with this chapter, NFPA 2 and NFPA 55, Compressed gases shall also comply with Chapter 53 and cryogenic fluids shall also comply with Chapter 55. Flammable cryogenic fluids shall comply with Section 5806. Hydrogen motor fuel -dispensing stations and repair garages and their associated above -ground hydrogen storage systems shall also be designed, constructed and maintained in accordance with Chapter 23. Mobile fueling of gaseous and liquid hydrogen, compressed natural gas (CNG), and liquefied natural gas (LNG) into the fuel tanks of vehicles is prohibited. Exceptions: 1. Gases used as refrigerants in refrigeration systems (see Section 605). 2. Liquefied petroleum gases and natural gases regulated by Chapter 61. 3. Fuel -gas systems and appliances regulated under the California Mechanical Code and the California Plumbina Code other than gaseous hydrogen systems and appliances. 4. Pyrophoric gases in accordance with Chapter 64, SECTION 29: Section 14-41 is hereby amended to read as follows: Sec. 14-41. - Referenced standards (Chapter 80). (a) NFPA 13, 2016 Edition, Standard for the Installation of Sprinkler Systems is hereby amended as follows: (1) Section 6.7.3 is hereby amended as follows: ■ ■ a. 221 ■ Ordinance No. NS-XXXX 75A-30 Page 29 of 36 When-the-#ire-spRnlcler density desipa-requires-aOO-Qpm-{including-inside-#ese stream-demand)-er-greater;-er-a-standpipe-system-is-include4; #our-- '=inlets shall-de-preuid ed: Fire department connections (FDC) shall be of an approved type. The location shall be approved and be no more than 150 feet from a public hydrant. The FDC code official. The size of piping and the number of T/2' inlets shall be approved by safety red or as approved. When the fire sprinkler density design requires more than 500 gom (including inside hose stream demand), or a standpipe system is included, four T/2' inlets shall be provided. (2) Section 8.3.3.1 is hereby amended as follows: 8.3.3.1. When fire sprinkler systems are installed in shell buildings of undetermined use (Spec Buildings) other than warehouses (S occupancies), fire sprinklers of the quick -response type shall be used. Use is considered undetermined if a specific tenant/occupant is not identified at the time the fire sprinkler plan is submitted. Sprinklers in light hazard occupancies shall be one of the following: 1. Quick -response type as defined in 3.6.4.8 2. Residential sprinklers in accordance with the requirements of 8.4.5 3. Quick response CMSA sprinklers 4. ESFR sprinklers 5. Standard -response sprinklers used for modifications or additions to existing light hazard systems equipped with standard -response sprinklers 6. Standard -response sprinklers used where individual standard -response sprinklers are replaced in existing light hazard systems (3) Section 8.15.1.2.7 is hereby added and revised as follows: 15.1.2.7 Concealed spaces filled with noncombustible insulation shall not require (3 4) Section 11.1.1.1 is hereby added as follows: use. with no reduction(s) in densitv or desian area. Warehouse fire sprinkler Ordinance No. NS-XXXX Page 30 of 36 75A-31 undetermined if a specific tenant/occupant is not identified at the time the sprinkler plan is submitted. Where a subsequent occupancy requires a system with greater capability, it shall be the responsibility of the occupant to upgrade the system to the required density for the new occupancy. (4 5) Section 11.2.3.1.1.1 is hereby added as follows: 11.2.3.1.1.1 The available water supply for fire sprinkler system design shall be determined by one of the following methods, as approved by the Fire Code Official: 1) Subtract the proiect site elevation from the low water level for the appropriate pressure zone and multiply the result by 0.433; 2) Use a maximum of 40 psi, if available; 3) Utilize the Orange County Fire Authority water -flow test form/directions to document a flow test conducted by the local water aaencv or an approved third party licensed in the State of California. NFPA 13D 2016 Edition, Standard for the Installation of Sprinkler Systems in One- and Two -Family Dwellings and Manufactured Homes is hereby amended as follows: Section 7.1.2 is herebv revised as follows: 7.1.2 The sprinkler system piping shall not have separate control valves installed unless supervised by a central station proprietary, or remote station alarm service one of the following methods: (1) Central station, proprietary, or remote station alarm service. (2) Local alarm service that causes the sounding of an audible signal at a constantly attended location. (3) Valves that are locked open. NFPA 14, 2013 Edition, Installation of Standpipe and Hose Systems is hereby amended as follows: Section 7.3.1.1 is hereby is deleted in its entirety and replaced as follows: 7.3.1.1 Class _I and III Standpipe hose connections shall be unobstructed above the finished floor. Class II Standpipe hose connections shall be unobstructed and shall be located not less than 3 feet or more than 5 feet above the finished floor. Ordinance No. NS-XXXX 75A-32 Page 31 of 36 NFPA 24, 2016 Edition, Standard for the Installation of Private Fire Service Mains and Their Appurtenances is hereby amended as follows:. Section 6.2.8.1 is hereby added as follows: 6.2.8.1 All indicating valves controlling fire suppression water supplies shall be painted OSHA red. Exceptions: 1. Brass or bronze valves on sprinkler risers mounted to the exterior of the building may be left unpainted. 2. Where OS&Y valves on the detector check assembly are the only control valves, at least one OS&Y valve shall be painted red. Section 6.2.9 is hereby amended as follows: All connections to private fire service mains for fire protection systems shall be arranged in accordance with one of the following so that they can be isolated: (1) A post indicator valve installed not less than 40 ft (12 m) from the building (a) For buildings less than 40 ft (12 m) in height, a post indicator valve shall be permitted to be installed closer than 40 ft (12 m) but at least as far from the building as the height of the wall facing the post indicator valve. (2) A wall post indicator valve (3) An indicating valve in a pit, installed in accordance with Section 6.4 (4) A backflow preventer with at least one indicating valve not less than 40 ft (12 m) from the building (a) For buildings less than 40 ft (12 m) in height, a backflow preventer with than 40 ft (12 m) but at least as far from the building as the height of the wall facing the backflow preventer. Ordinance No. NS-XXXX Page 32 of 36 75A-33 ,FEIN.... IN ME so min S. J I . irr�r 3 i:+wIrwrr. .. M (65)Control valves installed in a fire -rated room accessible from the exterior. (76)Control valves in a fire -rated stair enclosure accessible from the exterior. Section 10.1.5 is hereby added as follows: 10.1.5 All ferrous DiDe and ioints shall be Dolvethvlene encased Der AWWA C150, Method A, B, or C. All fittings shall be protected with a loose 8- mil Dolvethylene tube or sheet. The ends of the tube or sheet shall extend past the loint by a minimum of 12 inches and be sealed with 2 inch wide tape aDoroved for underaround use. Galvanizina does not meet the reauirements of this section Exception: 304 or 316 Stainless Steel pipe and fittings Section 10.4.1.1 is hereby revised as follows: 10.4.1.1 All bolted joint accessories shall be cleaned and thoroughly coated with asphalt or other corrosion -retarding material after installation. Exception: Bolted loint accessories made from 304 or 316 stainless steel. Section 10.4.1.1.1 is hereby added as follows: 10.4.1.1.1 All bolts used in pipe-loint assembly shall be 316 stainless steel. Ordinance No. NS-XXXX 75A-34 Page 33 of 36 Section 10.4.3.2 is hereby deleted and replaced as follows: 10.4.3.2 Where approved, private fire service mains supplyinq systems within the buildinq shall be permitted to extend more than 10 ft. under the buildina when all of the requirements of 10.4.3.2.1 throuah to the foundation, the pipe may run under a buildinq to a maximum of 24 inches. as measured from the interior face of the exterior wall to the foundation shall be 304 or 316 stainless steel and shall not contain mechanical joints or it shall comply with 10.4.3.2.1 through 10.4.3.2.4. SECTION 30: Section 14-47 is hereby amended to read as follows: Sec. 14-47. Appendices. Appendix A is deleted in its entirety without amendments. Appendix B is adopted in its entirety witheat amendments outlined in Guideline B-09. Appendix BB is adopted in its entirety without amendments. Appendix C is adopted in its entirety without amendments. Appendix CC is adopted in its entirety without amendments. Appendix D is deleted in its entirety without amendments Appendix E is deleted in its entirety without amendments Appendix F is deleted in its entirety without amendments. Appendix G is deleted in its entirety without amendments Appendix H is deleted in its entirety without amendments Appendix I is deleted in its entirety without amendments. Appendix J is deleted in its entirety without amendments. Appendix K is deleted in its entirety without amendments Appendix L is deleted in its entirety without amendments. Appendix M is deleted in its entirety without amendments Ordinance No. NS-XXXX Page 34 of 36 75A-35 Appendix N is deleted in its entirety without amendments. Appendix O is deleted in its entirety without amendments. SECTION 31: All provisions of the Santa Ana Municipal Code which are repeated herein are repeated solely in order to comply with the provisions of Section 418 of the City Charter. Any such restatement of existing provisions of the Code is not intended, nor shall it be interpreted, as constituting a new action or decision of the City Council, but rather such provisions are repeated for tracking purposes only in conformance with the Charter. SECTION 32: Neither the adoption of this ordinance nor the repeal hereby of any ordinance shall in any manner affect the prosecution for violation or ordinances, which violations were committed prior to the effective date hereof, nor be construed as affecting any of the provisions of such ordinance relating to the collection of any such license or penalty or the penal provision applicable to any violation thereof, nor to affect the validity of any bond or cash deposit in lieu thereof, required to be posted, filed or deposited pursuant to any ordinance and all rights and obligations there under appertaining shall continue in full force and effect. SECTION 33: 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. ADOPTED this day of December, 2019 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By. Lis Storck �—^ Assistant City Attorney Miguel A. Pulido Mayor Ordinance No. NS-XXXX 75A-36 Page 35 of 36 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-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on December , 2019 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXXX Page 36 of 36 75A-37 *:1:11-11111V LS 11.19.19 RESOLUTION NO.2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALIFORNIA, SETTING FORTH FINDINGS WITH RESPECT TO LOCAL CONDITIONS WITHIN THE CITY OF SANTA ANA WHICH JUSTIFY CERTAIN MODIFICATIONS AND CHANGES TO THE CALIFORNIA BUILDING CODE, CALIFORNIA RESIDENTIAL CODE, CALIFORNIA GREEN BUILDING STANDARDS CODE, CALIFORNIA ELECTRICAL CODE, CALIFORNIA MECHANICAL CODE, CALIFORNIA PLUMBING CODE, CALIFORNIA ENERGY CODE, CALIFORNIA FIRE CODE, CALIFORNIA EXISTING BUILDING CODE, AND INTERNATIONAL PROPERTY MAINTENANCE CODE AS AMENDED BY THE STATE OF CALIFORNIA BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council hereby finds, determines, and declares as follows: A. Health and Safety Code Section 17958 provides that the City of Santa Ana shall adopt Ordinances and regulations imposing the same or modified or changed requirements as are contained in the regulations adopted by the State pursuant to Health and Safety Code Section 17922. B. The State of Califomia is mandated by Health and Safety Code Section 17922 to impose the same requirements as are contained in the most recent edition of the Califomia Building Code, Califomia Existing Building Code, the Califomia Plumbing Code, the Califomia Mechanical Code, California Energy Code, and the California Electrical Code (hereinafter referred to collectively as "Codes"). C. Health and Safety Code Section 17958.5(a) permits the City to make modifications or changes to the Codes, which are reasonably necessary because of local climatic, geographic or topographic conditions. D. Health and Safety Code Section 17958.7 requires that the City Council, before making any modifications or changes to the Codes, shall make an express finding that such changes or modifications are reasonably necessary because of local climatic, geographic or topographic conditions. Section 2: The Planning and Building Agency and the Orange County Fire Authority (OCFA) have recommended that changes and modifications be made to the Codes and have Resolution No. 2019- Page 1 of 8 75A-38 advised that certain said changes and modifications to the California Building Code, 2019 Edition, the California Existing Building Code, 2019 Edition, the California Plumbing Code, 2019 Edition, the California Mechanical Code, 2019 Edition, the California Electrical Code, 2019 Edition, the California Existing Building Code, 2019 Edition, California Energy Code, 2019 Edition, and the California Fire Code, 2019 Edition, are reasonably necessary due to local conditions in the City of Santa Ana. Section 3. Amendments to the 2019 Edition of the California Building Code, the 2019 Edition of the California Existing Building Code, the 2019 Edition of the California Residential Code, and the 2019 Edition of the California Fire Code as recommended by the Planning and Building Agency and the Orange County Fire Authority are hereby found to be reasonably necessary based upon the following findings: I. Climatic Conditions A. The jurisdiction of Santa Ana is located in a semi -arid Mediterranean type climate. It annually experiences extended periods of high temperatures with little or no precipitation. Hot, dry (Santa Ana) winds, which may reach speeds of 70 M.P.H. or greater, are also common to the area. These climatic conditions cause extreme drying of vegetation and common building materials. Frequent periods of drought and low humidity add to the fire danger. This predisposes the area to large destructive fires (conflagration). In addition to directly damaging or destroying buildings, these fires are also prone to disrupt utility services throughout the County. Obstacles generated by a strong wind, such as fallen trees, street lights and utility poles will greatly impact the response time to reach an incident scene. B. The climate alternates between extended periods of drought and brief flooding conditions. Flood conditions may affect the Orange County Fire Authority's ability to respond to a fire or emergency condition. Floods also disrupt utility services to buildings and facilities within the County. C. Water demand in this densely populated area far exceeds the quantity supplied by natural precipitation; and although the population continues to grow, the already -taxed water supply does not. California is projected to increase in population by nearly 10 million over the next quarter of a century with 50 percent of that growth centered in Southern California. Due to storage capacities and consumption, and a limited amount of rainfall future water allocation is not fully dependable. This necessitates the need for additional and on -site fire protection features. D. These dry climatic conditions and winds contribute to the rapid spread of even small fires originating in high -density housing or vegetation. These fires spread very quickly and create a need for increased levels of fire protection. The added protection of fire sprinkler systems and other fire Resolution No. 2019- Page 2 of 8 75A-39 protection features will supplement normal fire department response by providing immediate protection for the building occupants and by containing and controlling the fire spread to the area of origin. Fire sprinkler systems will also reduce the use of water for firefighting by as much as 50 to 75 percent. II. Topographical conditions A. Natural; slopes of 15 percent or greater generally occur throughout the foothills of Orange County. The elevation change cause by the hills creates the geological foundation on which communities with Orange County is built and will continue to build. With much of the populated flatlands already built upon, future growth will occur steeper slopes and greater constraints in terrain. B. Traffic and circulation congestion is an artificially created, obstructive topographical condition, which is common throughout Orange County. C. These topographical conditions combine to create a situation, which places fire department response time to fire occurrences at risk, and makes it necessary to provide automatic on -site fire -extinguishing systems and other protection measures to protect occupants and property. III. Geological Conditions The Orange County region is a densely populated area that has buildings constructed over and near a vast and complex network of faults that are believed to be capable of producing future earthquakes similar or greater in size that the 1994 Northridge and the 1971 Sylmar earthquakes. Earthquake faults run along the northeast and southwest boundaries of Orange County. The Newport -Inglewood Fault, located within Orange County was the source of the destructive 1933 Long Beach earthquake (6.3 magnitude) which took 120 lives and damaged buildings in an area from Laguna Beach to Marina Del Rey to Whittier. In December 1989, another earthquake occurred in the jurisdiction of Irvine at an unknown fault line. Regional planning for reoccurrence of earthquakes is recommended by the State of California, Department of Conservation. A. Previous earthquakes have been accompanied by disruption of traffic flow and fires. A severe seismic event has the potential to negatively impact any rescue or fire suppression activities because it is likely to create obstacles similar to those indicated under the high wind section above. With the probability of strong aftershocks there exists a need to provide increased protection for anyone on upper floors of buildings. The October 17, 1989, Santa Cruz earthquake resulted in one major fire in the Marina District (San Francisco). When combined with the 34 other fires locally Resolution No. 2019- Page 3 of 8 75A-40 and over 500 responses, the department was taxed to its fullest capabilities. The Marina fire was difficult to contain because mains supplying water to the district burst during the earthquake. This situation creates the need for both additional fire protection and automatic on -site fire protection for building occupants. State Department of Conservation noted in their 1988 report (Planning Scenario on a Major Earthquake on the Newport -Inglewood Fault Zone, page 59), "unfortunately, barely meeting the minimum earthquake standards of building codes places a building on the verge of being legally unsafe." B. Road circulation features located throughout the County also make amendments reasonably necessary. Located through the County are major roadways, highways and flood control channels that create barriers and slow response times. Hills, slopes, street and storm drain design accompanies with occasional heavy rainfall, causes roadway flooding and landslides and at times may make an emergency access route impassable. There are areas in Orange County that naturally have extended emergency response times that exceed the 5 minute goal. C. Soils throughout the County possess corrosive properties that reduce the expected usable life of water services when metallic pipes in contact with soils are utilized. Due to the topographical conditions of sprawling development separated by waterways and narrow and congested streets and the expected infrastructure damage inherent in seismic zone described above, it is prudent to rely on automatic fire sprinkler systems to mitigate extended fire department response time and keep fires manageable with reduced fire flow (water) requirements for a given structures. Additional fire protection is also justified to match the current resources of firefighting equipment and personnel within the Orange County Fire Authority. Section 4. The following specific amendments to the sections of the 2019 Edition of the California Building Code as recommended by the Planning and Building Agency and the Orange County Fire Authority are reasonably necessary based upon the corresponding findings in Section 3 of this resolution as listed below: BUILDING CODE SECTION TITLE (Clarification) FINDINGS I,II,III 105.1 Permits required Admin 105.3.2 Time Limitation of Application Admin 105.5 Permit Expiration Admin 111 Certificate of Occupancy Admin 202 r2O2 General definitions (Spark Arrester) Admin Resolution No. 2019- Page 4 of 8 75A-41 903.2 Where required (Sprinklers) II & III-B 903.2.8 Group R (Sprinklers) II-B & III-B 903.3.5.3 Hydraulically calculated systems I & II J103.2 Grading Permit Exemption Admin, II & III 506.4.3 (CEBC) Seismic Loads (California Existing Building Code) II & III Section 5. The following specific amendments to the sections of the 2019 Edition of the California Residential Code as recommended by the Planning and Building Agency and the Orange County Fire Authority are reasonably necessary based upon the corresponding findings in Section 3 of this resolution as listed below: RESIDENTIAL CODE SECTION TITLE (Clarification) FINDINGS I,II,III R202 General definitions (Spark Arrester) Admin R301.9 Development on or near land containing or emitting toxic, combustible or flammable liquids, gases or vapors III R309.6 Fire sprinkler attached garages, carports with habitable space above III R313.1 Townhouse automatic fire sprinkler systems III R313.2 One- and two-family dwellings automatic fire sprinkler system III R313.3.6.2.2 Calculation procedures III R337.1.3 Application Admin, II & III R1001.13 Outdoor Fireplaces, Fire Pits, Fire Rings I & II R1001.13.1 Gas -fueled devices I & II R1001.13.2 Devices using wood I & II R1001.13.3 Devices using wood, where prohibited I & II Chapter44 Reference Standards 2016 NFPA 13-D (Single Family Sprinkler Systems) II & III Section 6. The following specific amendments to the sections of the 2019 Edition of the California Fire Code as recommended by the Planning and Building Agency and the Orange County Fire Authority are reasonably necessary based upon the corresponding findings in Section 3 of this resolution as listed below: Resolution No. 2019- Page 5 of 8 75A-42 FIRE CODE SECTION TITLE (Clarification) FINDINGS I,II,III 110.4 Violation penalties Administrative 110.4.2 Infraction & Misdemeanor Administrative 202 General definitions Administrative 304.1.2 OCFA Vegetation Management 1 305.6 Hazardous conditions I & II 305.7 Disposal of rubbish I & II 307 Open burning, recreational fires, fire pits, fire rings, and outdoor fireplaces Administrative 307.6 Fire Pits, Fire Rings, & Outdoor Fireplaces Administrative 307.6.1 Gas -fueled devices I & II 307.6.2 Devices using wood or fuels other than natural gas or LPG I & 11 307.6.2.1 Where prohibited I & II 308.1.6.3 Sky lanterns I & III 321 Fuel modification requirements for new construction I 322 Clearance of brush or vegetation growth from roadways I 323 Unusual circumstances Administrative 324 Use of equipment 1 324.1 Use of equipment and devices generating heat, sparks or open flames I 324.2 Spark arresters I 407.5 Hazardous material inventory statement I & II 501.1 Scope Administrative, I, II & III 510.1 Emergency responder radio coverage Administrative 903.2 Where required (Sprinklers) I, II & III 903.2.8 Group R (Sprinklers) I, II & III 903.3.5.3 Hydraulically calculated systems I & II 1201.1.1 Energy systems, battery charging devices I & II 2801.2 Permit Administrative 2808.2 Storage site Administrative 2808.3 Size of piles I 2808.4 Pile separation I 2808.7 Pile fire protection I 2808.9 Material -handling equipment I 2808.11 Temperature control I 2808.11.1 Pile temperature control I Resolution No. 2019- Page 6 of 8 75A-43 2808.11.2 New material temperature control 1 2808.12 Water availability for piles I 2808.13 Tipping area I 2808.14 Emergency contact Administrative 4906.3 OCFA Vegetation Management Guideline 1 4908 Fuel modification requirements for new construction I 5001.5.2 Hazardous materials inventory statement Administrative 5003.1.1.1 Extremely hazardous substances 1 & III 5608.2 Retail fireworks Administrative 5608.3 Application for permit Administrative 5701.1.1 On -Demand Mobile Fueling N/A 5801.1 Scope N/A Chapter 80 Reference Standards N/A 2016 NFPA 13 (Sprinkler Systems) Administrative, II & III 2016 NFPA 13-D (Single Family Sprinkler Systems) I & II 2013 NFPA 14 (Standpipe Systems) Administrative 2016 NFPA 24 (Underground Water Supply Systems) Administrative & III Section 7. The aforementioned amendments have been incorporated in detail in Ordinance NS- Section 8. Additional amendments have been made to the relevant California Building Code, California Existing Building Code, Electrical Code, Mechanical Code, Plumbing Code, Energy Code, Existing Building Code, Residential Code, Green Building Standards Code, Fire Code, and International Property Maintenance Code. On the recommendation of the Planning and Building Agency and the Orange County Fire Authority, such amendments are hereby found to be either administrative or procedural in nature or concern themselves with subjects not covered in the aforementioned Codes. The changes made include provisions making each of said Codes compatible with other Codes enforced by the City. Section 9. The City Council of the City of Santa Ana hereby approves and authorizes the Planning and Building Agency to file copies of Resolution 2019- and Ordinance NS- with the California Building Standards Commission as required by Health and Safety Code Section 17958.7. Section 10. This Resolution shall take effect from and after its adoption. Resolution No. 2019- Page 7 of 8 75A-44 ADOPTED this day of 2019. Miguel Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Counci NOT PRESENT: Counci 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 Resolution No. 2019- Page 8 of 8 75A-45 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2019 TITLE PUBLIC HEARING — INTENT TO LEVY 2020 DOWNTOWN BUSINESS IMPROVEMENT DISTRICT ASSESSMENT {STRATEGIC PLAN NO. 3, 4F} /s/Kristine CITY MANAGER 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 �1��►1�1�1:3q:7 RECOMMENDED ACTION 1. Conduct a public hearing to consider all protests regarding the intention to levy an assessment for 2020 for the Downtown Santa Ana Business Improvement District. 2. Review any written protests filed prior to the close of the public hearing and determine whether they constitute a majority protest. 3. If the City Council determines that no valid majority protest was lodged, adopt a resolution confirming the Assessment Report and levying the assessment for 2020. DISCUSSION On November 5, 2019, the City Council approved the 2020 Assessment Report and budget for the Downtown Santa Ana Business Improvement District (BID). Additionally, the City Council adopted a resolution of Intention to Levy the 2020 assessment pursuant to California Streets and Highways Code section 35600 et seq. and scheduled the public hearing to consider protests to this action for its regular meeting of December 3, 2019. Business owners affected by the 2020 annual BID assessment may present written and/or oral protests during this public hearing. If written protests are received from business owners within the Downtown Santa Ana Business Improvement District, which will pay 50 percent or more of the proposed assessments and the protests are not withdrawn so as to reduce the number to less than 50 percent, the Council will be precluded from taking any action to levy the 2020 assessment. The Intent to Levy BID Assessment List (Exhibit 2) provides a listing of businesses within the BID and the weighted protest value. Any written protests filed and not withdrawn must be reviewed to determine if they meet certain qualifications. This review will include a comparison of names and business owners with official City records. If it is determined that less than a majority protest is filed, the adoption of the subject resolution (Exhibit 3) will confirm the 2020 Assessment Report (Exhibit 2) for the BID and levy the assessments for 2020. 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. 75B-1 Public Hearing — 2020 Downtown BID Assessment December 3, 2019 Page 2 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 the area. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary. 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. Each organization receives approximately $100,000 (collected from the business license tax fee assessed to all businesses within the BID boundary) per calendar year (January through December) and may carry over unspent funds to the next year. If the BID is successfully renewed, each organization will receive an additional allocation of approximately $100,000 in 2020. In Fiscal Year 2018-19, 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 Artwalk, 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 combined. 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). 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 accounts for Downtown Inc. and Santa Ana Business Council (nos. 09301001-24036 and 09301001-24043) respectively, and distributions to each organization will be made from the same accounts. 75B-2 Public Hearing — 2020 Downtown BID Assessment December 3, 2019 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: 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. Intent to Levy BID Assessment List 3. Resolution 75B-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: UL,IL,111MaAVl=1 L,III K • 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) 75B-4 • Tree Lighting Ceremony ( Santa Ana P&R) • Plaza Navidenas ( Santa Ana P&R) • 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 (2nd Saturdays, SABC & DTI Sponsored/Permit, Second Street Promenade) • Witch walk (3,d Saturdays, SABC Permit, Second Street Promenade) • Alternative Bazaar (4th 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) (1st and 3'd 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) 75B-5 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. 75B-6 EXHIBIT 1-ATTACHMENTA BUSINESS IMPROVEMENT DISTRICT BOUNDARY I L FLOWER ST. v ' Z ❑ ❑ F ftJ a a 0 El y �n D � Ross ST. a LI I-L—II s 3 T n _ n S 4 ! N BITCH sr. Oo BIRCH ST. BROAD WAY �/// ❑�❑� ❑ l� :^ SYCAMORE ST. SYCAMORE ST. r+ ❑y❑El D E MAIN sT. F1 El Ll E E E BUSH ST. IIIIr CYFAFFS ❑ ❑ ❑ Ll Ll Ll 1:1 L W O 0 � SPUAG[ON ST. a ❑ z '" orwrvra v 'z A FRENCH ST. MORTIMEfl sT. 75B-7 EXHIBIT 1 -ATTACHMENT B 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. 75B-8 i0:cul:1ifi EXHIBIT 1 -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 0 i SUBLINE ITEMS ! BUDGET ! Expenditure Plan Personnel 42,500.00 ! Insurance o ! 2,500.00 ! i 3,000.00 i Technology Office Supplies i 1,000.00.1 Communication I ! 7,500.00 11 Events/Marketing I ! 1 ! Savor 2020 i 2,500.001 r Holidays 1 3,500.00 i ! ArfwalkJArts i i 12,000.001 Popups ! 4,000.00 ! Meetings ! i 4,000.001 Training/Education 1,250.00 ! Dues & Subscriptions ! 1,250.0011 Professional/Contractors ! 10,000.001 Audits/Financial Reports i i ! 4,250.001 Misc. Expenses i 750.001 TOTAL REIMBURSEMENT i 100,000.00 i 75B-9 WINIM1I:l11111111111111il EXHIBIT 1 - ATTACHMENT C-2 Santa Ana Business Council — BID Budget 2020 UBLINE ITEMS BUDGET Expenditure Plan Professional/Contractors 46,5150.00 Professional Services 7,800.00 Office & Administration 700.00 Books & Subscriptions 600.00 Meetings & Education 3,750.00 Printing 3,000.00 Events/Marketing Regional Food Event Savor2020 2,500 Regional Education Event Boca de Oro 2,500 Regional Media Event Santa Ana Media Summit 7.500 City Wide Arts Event Art Round Tables 7,000 Downtown Business Event Downtown Annual Forum 2,500 Downtown Retail Event Bridal Expo 2.500 Educational Pipeline Event Downtown Threads Fashion Show 2,000 Downtown Place Making Banners, Plants, Parklets, Lights 2,500 City Wide Community Event Santa Ana Street Brealdast 2,500 Miscellaneous Event Event Opportunity 2.000 Marketing 10,000.00 Sponsorships 5,700X0 OTAL REIMBURSEMENT 100,000.00 75B-10 DATA AS OF 11222019 EXHIBIT 2 Intent to Levy BID Assessment List Weighted Protest Value Number Business Name Business Address BID Area BID Eligible I%ot IW%Total) 1 PEP BOYS, THE-MANNY/MOE/JACK 120 E IST ST ON IT#A Yes Yes 0.795853% 2 PEP BOYS, THE-MANNY/MOE/JACK 120 E IST ST UN IT#B Yes Yes 0.297435% 3 SANTA ANA EXPRESS CAR WASH 202 E IST ST Yes Yes 0.472016% 4 NUNEZ AUTO REPAIR 219 E 1ST ST Yes Yes 0.112436% 5 ABBA AUTOMOTIVE, LLC 224 E 1ST ST Yes Yes 0.160572% 6 PURPLE PENUMBRA LLC 224 E ISTST Yes Yes 0.018679% 7 MCDONALDS RESTAURANT 301 E ISTST Yes Yes 1.116996% 8 MCDONALD'S USA LLC 301 E IST ST Yes Yes 0.051728% 9 SAINTS SOCCER CLUB (SANTA ANA HS GIRLS SOCCER) 301 E IST ST Yes Yes 0.082980% 10 THEO HOLDINGS, LP 302 E 1ST ST Yes Yes 0.019039% 11 DOWNTOWN GLASS 302 E 1ST ST Yes Yes 0.0599907 12 ROiC SANTA ANA, LLC (301, 307, 407, 419, 423, 431) 307 E IST ST Yes Yes 0.164792% 13 T-MOBILE LEASING LLC 307 E ISTST UNIT#lE Yes Yes 0.0835195; 14 T-MOBILE WEST LLC 307 E ISTST UNIT#lE Yes Yes 0.217688% 15 T-MOBILE FINANCIALLLC 307E1STSTUNIT#lE Yes Yes 0.759213% 16 HIT MOB]LE 307 E 1ST ST ON IT#lE Yes Yes 0.099576% 17 JU GOS ACAPULCO, IN C. 307 E 1ST ST UN IT#A Yes Yes O.M7136% 18 KAU BOTANICA LATINA 312 E 1ST ST Yes Yes 0.067533% 19 FOOD 4 LESS 382 315 E 1ST ST Yes Yes 5.658262% 20 ECOATM, LLC 315 E 1ST ST Yes Yes 0.016524% 21 ACE AUTO CARE, LLC 401 E IST ST Yes Yes 0.178173% 22 PROCESSING CENTER OF ORANGE COUNTY/ VIGO 407 E IST ST UNIT# 2E Yes Yes 0.1156697 23 ILUSION SANTA ANA LLC 407 E 1ST ST UNIT#2F Yes Yes 0.146562% 24 TACO BELL#3434 411 E 1ST ST Yes Yes 0.6643787 25 MARSHALLS#1220 419 E IST ST Yes Yes 1.610565% 26 PRONTO PIZZA 200 W IST ST UNIT# 104 Yes Yes 0.093110% 27 VENUS REPAIR 200 W ISTST UNIT#106 Yes Yes 0.049932% 28 PROFESSIONAL SERVICES CENTER 210 W IST ST Yes Yes 0.058194% 29 MOHALE, MICHA 210W IST ST Yes Yes O.M8046% 30 BROADWAY FAMILY DENTISTRY 210W IST ST Yes Yes 0.091242% 31 GONZALEZ AUTO INSURANCE SVCS 210W IST ST Yes Yes 0.107766% 32 NUTRICION TOTAL 210 W IST ST UNIT#107 Yes Yes 0.122853% 33 SUPREME BEAUTY SALON 210 W IST ST UNIT#108 Yes Yes 0.057475% 34 OMALEXA'S BEAUTY SALON 210 W 1ST ST UNIT#108 Yes Yes 0.074359% 35 HIMALAYAN THREADING SALON 210 W 1ST ST UNIT#109 Yes Yes 0.052805% 36 FLOR DE OAXACA 210 W IST ST UNIT#111 Yes Yes 0.099576% 37 COMERCIAL NUTRITION MEXICANA 210 W IST ST UNIT#112-11 Yes Yes 0.098067% 38 BEAUTY GLAM ACADEMY 210 W IST ST UNIT# 212 Yes Yes 0.104533% 39 OASIS SPA 210 W IST ST UNIT# 213 Yes Yes 0.0836987 40 TO CENTRO MOBILE 220 W IST ST UNIT# 101 Yes Yes 0.134709% 41 CLINICA MEDICA MICHOACAN 220 W ISTST UNIT# 102 Yes Yes 0.116027% 42 828 PHO 220 W ISTST UNIT# 103 Yes Yes 0.222537% 43 BROADWAY ARCO/AFGHANI FAMILY 302W IST ST Yes Yes 1.0755065i 44 HALL, TOM (101 S BIRCH ST) 310 W ISTST Yes Yes 0.008442% 45 SANTA ANA SENIOR HOUSING LP 401W IST ST Yes Yes 0.220741% 46 MOHAMMAD, MOBLN & SINGH, DAVINDER 601 W ISTST UNIT# F101 Yes Yes 0.006286% 47 RAMON ZARATEJANITORIAL SERVICES 601 W ISTST UNIT#F1M Yes Yes 0.029456% 48 GONZALEZ, ALFONSO & ALICIA 601 W ISTST UNIT#F105 Yes Yes 0.006286% 49 TEKCHANDANI, NARAIN 601 W ISTST UNIT#F201 Yes Yes 0.M6286% 50 WU, HONG 601 W ISTST UNIT#F2M Yes Yes 0.006286% 51 GUPTA, SUNEET 611 W ISTST UNIT#113 Yes Yes 0.006286% 52 KIMBERLY ANNE LLC fill W ISTST UNIT#E102 Yes Yes 0.006286% 53 QlAO, ❑ Q (A109/E103) 611 W 1ST ST UNIT# E103 Yes Yes 0.0062867 54 SADEGHI, MITRA&AALAM fill W 1ST ST UNIT#E202 Yes Yes 0.006286% 55 ANDRA, KISHORE V fill W ISTST UNIT# E203 Yes Yes 0.M6286% 56 WU, HONG 611 W ISTST UNIT#E204 Yes Yes 0.006286% 57 GAO, QUANYIN & YANG, ZUIRONG 621 W ISTST UNIT# D102 Yes Yes 0.006286% 58 RUNNING WITH SCISSORS HAIR STUDIO 106 W 2ND ST Yes Yes 0.138659% 59 NOVEL IP 191 W 2ND ST Yes Yes 0.124650% 6D JAY'S CATERING, INC. 207 W 2ND ST UNIT#A Yes Yes 0.439686% 61 C A ELKS LODGE N07M 207 W 2ND ST UNIT#8 Yes Yes 0.241935% 62 LOLGASPAR 211W 2ND ST Yes Yes 0.493569% 63 17U, 'IANA 300 W 2ND ST UNIT# 352 Yes Yes 0.029097% 64 JVC CONSULTANT 300W 2N2 ST UNIT#496 Yes Yes 0.050650% 65 THE COURTAT ARTISTS VILLAGE 301 W 2ND ST Yes Yes 0.216430% 66 ITHE POINTE SHOP 12M E 3RD ST Yes Yes 0.2409577 705413'r11 67 BUTTERFIELD, LEE C / FESTIVAL 210 E 3RD ST Yes Yes 0.027480% 68 TAPIA, CANDELARIO 216 E 3RD ST Yes Yes 0.012573% 69 FESTIVAL HALL 220 E 3RD ST Yes Yes 0.383647% 70 FESTIVAL HALL 220 E 3RD ST Yes Yes 0.0165247 73 GILLY'S BARBERSHOP 109 W 3RD ST Yes Yes 0.049932% 72 CALIFORNIA TEAM REALTY ISO W RED ST Yes Yes 0.146203% 73 ALFA INVESTMENTS & LOANS ISO W 3RD ST Yes Yes 0.164882% 74 CEDELCO CONSTRUCTION ISO W 3RD ST Yes Yes 0.0995047 75 DOWNTOWNSUGAR 218W 3RD ST Yes Yes 0.157698% 76 SANDY'S BEAUTY SALON 305 W 3RD ST Yes Yes 0.060708% ]] ICE CREAM AND PAINT 307 W 3RD ST Yes Yes 0.099576% 78 EL INDIO BOTANAS Y CERVEZA 309 W 3RD ST Yes Yes 0.386880% 79 ACE MESSENGER &ATTORNEY SERVICE 310 W 3RD ST Yes Yes 0.0983687 80 MY OFFICE 310 W 3RD ST Yes Yes 0.052805% 81 LAW OFFICES OF LOIDA D TELLEZ 315 W 3RD ST Yes Yes 0.091242% 82 LAW OFFICES OF CHRISTOPHER P RUIZ 315 W 3RD ST Yes Yes 0.0995047 83 HARRISTAYLOR MANAGEMENTINC 315W 3RD ST Yes Yes 0.178892% 84 EASTSECOND STREET LLC 315 W RED ST Yes Yes 0.137222% 85 MOJTAHEDI, MICHAEL JAW OFFICES 322 W 3RD ST Yes Yes 0.198649% 86 NGUYEN, DIANA 500 W 3RD STUNIT#A105 Yes Yes 0.006286% 87 CUSTOM FLOORING DESIGNED BY ARAEL 600 W 3RD STUNIT# 117E Yes Yes 0.066456% 88 G&R ELITE BUILDING MAINTENANCE 600 W 3RD ST UNIT# A101 Yes Yes 0.0535247 89 HAKIMI, FARZIN 600 W 3RD STUNIT#A103 Yes Yes 0.006286% 90 CERRUTI-TIPITTO, PATRICIA 600 W 3RD STUNIT# AI38 Yes Yes 0.006286% 91 1 K L VICTORVILLE LLC 600 W 3RD ST UNIT#A210 Yes Yes 0.006286% 92 MAHTANI 2011(#A212 &8206) 600 W 3RD STUNIT# A212 Yes Yes 0.007364% 93 LABRA, CtAUDIO 600 W 3RD STUNIT# A216 Yes Yes 0.006286% 94 FTI HOLDINGS, INC. (#A218/8109/B116/B306) 600 W 3RD STUNIT# A218 Yes Yes 0.009519% 95 CORDOVA, MARIANO (4219) 600 W 3RD STUNIT# A219 Yes Yes 0.006286% 96 BIZCONNECTORS 600 W 3RD ST UNIT#A302 Yes Yes 0.066456% 97 PHAM,THOMAS 600 W 3RD ST UNIT#AIDS Yes Yes 0.006287% 98 CREEK ROSEDALE LLC 600 W 3RD ST UNIT#A306 Yes Yes 0.006286% 99 DESAI M V (A310, C205) 600 W 3RD STUNIT# A310 Yes Yes D.007364% 100 HX TOUZI SNA LLC 600 W 3RD ST UNIT#A311 Yes Yes 0.006286% 101 HECTOR &ELVA CORTES 600 W 3RD ST UNIT#A313 Yes Yes 0.006286% 102 MATINPOUR FAMILY TRUST 600 W 3RD ST UNIT#A318 Yes Yes 0.006286% 103 TEKCHANDANI, NARAIN 600 W 3RD STUNIT# BIN Yes Yes 0.006286% IN PHAN, QUAN 600 W 3RD STUNIT# B105 Yes Yes 0.006286% 105 SAN JUAN INVESTMENT CO, LLC (BIOS, 8212) 600 W 3RD STUNIT# B106 Yes Yes 0.007364% IDS HANG, YO-IA1 & SHI, RU 600 W 3RD STUNIT# BIOS Yes Yes 0.006286% 107 CHAHNOUI, MOHAMMED GHASSEMI 600 W 3RD STUNIT# B113 Yes Yes 0.006286% 108 HITCHENS, DEAN AND MARIA 600 W 3RD STUNIT# B114 Yes Yes 0.006286% 109 KATO, MAKOTO MARK 600 W 3RD STUNIT# B201 Yes Yes 0.006286% 110 WU, HONG (A122/A304/B208/C302) 600 W 3RD STUNIT# B208 Yes Yes 0.009519% III HAIDER, RICHARD &SAM 600 W 3RD STUNIT# B210 Yes Yes 0.006286% 112 YANG, JENNY & YINGER, QIANG 600 W 3RD STUNIT#B213 Yes Yes 0.0062867 113 YANG, TONY & HOU, NANCY 600 W 3RD STUNIT# 8217 Yes Yes 0.006286% 114 PACIFIC HEIGHT HOLDING CO, LLC 600 W 3RD STUNIT# B221 Yes Yes 0.006286% 115 HONG, ROBERTO 600 W 3RD STUNIT# B301 Yes Yes 0.006286% 116 SHEN, EDWARD T- TTEE 600 W 3RD STUNIT# B314 Yes Yes 0.007364% 117 ITAING,WILLIAM 600 W 3RD STUNIT# C101 Yes Yes 0.006286% 118 1KL VICTORVILLE, LLC 600 W 3RD STUNIT# C103 Yes Yes 0.006286% 119 MINI MAX GROUP LLC 600 W 3RD STUNIT# C104 Yes Yes 0.0062867 120 HX TOUZI SNA LLC 600 W 3RD STUNIT#C202 Yes Yes 0.006286% 121 JIANG, YIHAI 600 W 3RD STUNIT# C206 Yes Yes 0.006286% in KHORRAM, SHANOVJAFERKHANI, MEHRI 600 W 3RD STUNIT# C207 Yes Yes 0.006286% 123 AZVES LLC 600 W 3RD STUNIT# C304 Yes Yes 0.006286% 124 CHAMPION FINANCIAL SERVICES 102 E4TH ST Yes Yes 0.066456% 125 CRYSTAL -MAKE UP STUDIO 102 E4TH ST Yes Yes 0.082441% 126 DOM ORLANDI VALUTA SANTA ANA 102 E 4TH ST Yes Yes 0.075796% 127 ACAPULCO TRAVEL 102 E4TH ST Yes Yes 0.0499327 328 YANEZ,RAUL 102 E 4TH ST UN IT#2ND FL Yes Yes 0.019398% 129 DENTAL4 102 E 4TH ST UN IT#2ND FL Yes Yes 0.1659607 130 JOYERIA ACAPULCO 102 E 4TH ST UNIT# 2ND FL Yes Yes 0.074897% 131 VALNER SERVICES 102 E 4TH ST UNIT# 2ND FL Yes Yes 0.09]]08% 132 VALNER INSURANCE SERVICES, INC. 102 E 4TH ST UNIT#2ND FL Yes Yes 0.100223% 133 FOIGELMAN, NORBERT 104 E4TH ST Yes Yes 0.0200277 134 EL RINCON MEXICANO IN E 4TH ST Yes Yes 0.222537% 135 RASPADOS EL SUR IN E 4TH ST UNIT# B-PE Yes Yes 0.248940% 136 FRUTAS LA PLACITA IN E 4TH ST UNIT# PE Yes Yes 0.248940% 13] RHODES JEWELRY&LOAN 106 E4TH ST Yes Yes 0.497880% 138 YANEZ, RAUL & GILDA 108 E 4TH ST Yes Yes 0.027840% 139 IMIMODA 108E 4TH ST Yes Yes 0.179431% 140 NANA FASHION 710 E 4TH ST Yes Yes 0.224154% 705413'r12 141 ANTIQUETIME 110 E4TH ST Yes Yes 0.057116% 142 HOLIDAY TRAVEL&TOURS 110 E4TH ST Yes Yes 0.078310% 143 AV NAILS STUDIO & NAIL SUPPLIES 110 E 4TH ST UNIT# 203 Yes Yes 0.092980% I" IRMASALON 110 E 4TH ST UNIT#205 Yes Yes 0.058194% 145 VERONICA'S BRIDAL 110 E 4TH ST UNIT#207 Yes Yes 0.080286% 146 R & Q ENTERPRISES, LLC 112 E 4TH ST Yes Yes 0.015626% 147 LA ZAPATERIA MEXICO 112 E4TH ST Yes Yes 0.1988297 148 NINO'S BRIDAL COUTURE 114 ETEA ST Yes Yes 0.089446% 149 TEIAS FABRIC 114 E 4TH ST Yes Yes 0.013740% 150 TELAS FABRIC 114 E 4TH ST Yes Yes 0.063223% 151 ALVAREZ CHECK CASHING 116 E4TH ST Yes Yes 0.080825% 152 CEBALLOS, JOSE/AURORA 116 E4TH ST Yes Yes 0.018859% 153 CW CELULLAR, INC 116 E4TH ST Yes Yes 0.1045337 IN BANDOLERO WESTERN WEAR, INC 116 E4TH ST Yes Yes 0.109921% 155 E.S. DOCUMENT SERVICES 116 E 4TH ST UNIT#F Yes Yes 0.0574757 156 RUIZ PAWN SHOP 118 E4TH ST Yes Yes 0.497880% 157 BEAUTY SALON NUEVO GUADALAJARA 118 1/2 E 4TH ST Yes Yes 0.128WI% ISE YANEZ, RAUL (318 N BUSH) 120 E 4TH ST Yes Yes 0.008531% 159 EL VAQUERO 120 E 4TH ST Yes Yes 0.321682% 160 STUSSY 200 E TEA ST Yes Yes 0.205833% 161 LUNCHBOX BY PLAYGROUND 201 E 4TH ST Yes Yes 0.321143% 162 SEMILLA DE MATS CATERING 201 E 4TH ST Yes Yes 0.0]489]% 163 BRU LEE BITES 201 E 4TH ST Yes Yes 0.040951% IN JUJU FOOD 201 E 4TH ST Yes Yes 0.097528% 165 SALSA EL GUERO 201 E 4TH ST Yes Yes 0.078130% 166 4th STREET MARKET 201 E 4TH ST Yes Yes 0.0748977 167 HERITAGE ROASTING COMPANY 201 E4TH ST Yes Yes 0.106688% 168 MODEL MEALS 201 E4TH ST Yes Yes 0.972051% 169 TH R E E B EARS BAKE AT HOME 201 E4TH ST Yes Yes 0.078130% 170 CULINARY PROVISIONS & COMPANY 201 E 4TH ST Yes Yes 0.075975% 171 JESSICA PASTRY HEAVEN & CATERING 201 E 4TH ST Yes Yes 0.0995767 172 LA VEGA NA M EXICANA 201 E 4TH ST ON IT#1 Yes Yes 0.082441% 173 ALTA BAJA MARKET 201 E 4TH ST UNIT# 101 Yes Yes 0.253250% 174 ELECTRIC CITY BUTCHER 201 E 4TH ST UNIT# 104 Yes Yes (1481176% 125 CHUNK-N-CHIP 201 E4THSTUNIT#107 Yes Yes 0.172426% 176 FIESTA MARKETPLACE PARTNERS 201 E 4TH ST UNIT#IN Yes Yes 0.069419% 177 MIEL ALA &AGUAS FRESCAS 201 E 4TH ST UNIT#121 Yes Yes 0.074897% 178 DELI STATION 201 E 4TH ST UNIT# 126 Yes Yes 0.099576% 179 BUQQA LLC 201 E 4TH ST UNIT# 127 Yes Yes 0.099576% IN STEEL PAN PIZZA 201 E 4TH ST UNIT# 128 Yes Yes 0.2]15]1% 181 PORTOLA COFFEE LAB 201 E 4TH ST UNIT#132 Yes Yes 0.283425% 182 EAT GOOD FOOD MAR ELC 201 E 4TH ST UNIT#137 Yes Yes 0.344313% 183 SUPERNATURAL SANDWICHES 201 E 4TH ST UNIT#139 Yes Yes 0.074897% IN DOS CHINOS 201 E 4TH ST UNIT#139 Yes Yes 0.0]48977 185 RIVAS FOOD 202 E 4TH ST UNIT#PE Yes Yes 0.248940% 186 DUAN SKIN CARE 204 E 4TH ST UNIT# D Yes Yes 0.094116% 187 CLUB DE NUTRICION DE HERBALIFE 204 E 4TH ST UNIT#G Yes Yes 0.079208% 188 A NAME BRAND CO LLC 204 E 4TH ST UNIT# 1 Yes Yes 0.099863% 189 KEEP IT CHULA 204 E 4TH ST UNIT# O Yes Yes 0.049937% IN RIF.00 208 E4TH ST Yes Yes 0.393885% 191 PHOUNSACK CHANTHAPANYA 216 E4TH ST Yes Yes 0.020476% 192 AUS SHOP 216 E 4TH ST Yes Yes 0.192901% 193 TOPAZ JEWELRY REPAIR 216 E 4TH ST UNIT#B Yes Yes 0.064660% IN FAINBARG, ALLAN TR 219 E 4TH ST Yes Yes 0.023798% 195 STYLEWORLD 219 E4TH ST Yes Yes 0.365866% 196 4TH STREET MARKET 219 E 4TH ST Yes Yes 0.082980% 197 RIVAS FOOD 219 E 4TH ST UNIT# PE Yes Yes 0.248940% 198 THE PLAYGROUND 220 E 4TH ST Yes Yes 1.048565% IN SLUSHCULT 220 E 4TH ST UNIT#106 Yes Yes 0.099576% 200 LIBROMOBILE 220 E 4TH ST UNIT#107 Yes Yes 0.092140% 201 RANGEL, RAYMOND(300-308) 300 E4TH ST Yes Yes 0.032420% 202 LA MICHOACANA EXPRESS 300 E 4TH ST ON IT#101 Yes Yes 0.078669% 203 PIZZA DE CAL, INC#9 300 E 4TH ST UNIT#103 Yes Yes 0.178353% 2W CONNATURA PRODUCTOS CAMACHO 300 E 4TH ST UNIT# 107 Yes Yes 0.0995767 205 TAQUERIAS GUADALAJARA REAL MEXICAN FOOD INC 305 E4TH ST Yes Yes 0.5X16913% 206 FIESTA MARKETPLACE PARTNERS 305 E4TH ST Yes Yes 0.060349% 207 M. LOVEWELL LLC 305 E 4TH ST UNIT#103 Yes Yes 0.177914% 208 MARCAS GALLERY 305 E 4TH ST UNIT# 104 Yes Yes 0.216251% 209 FIN DU MONDE 305 E 4TH ST UNIT# 105 Yes Yes 0.099576% 210 BIRD & BARREL 305E 4TH ST UNIT# 105 Yes Yes 0.099576% ilI WURSTHAUS 305E4THSTUN(T#106 Yes Yes 0.503268% 212 1 NATIVE SON ALEHOUSE 305E4THSTUNIT#200 Yes Yes 0.338386% 213 IFIRWESTERNWEAR CASA DEL SOMBRERO INC 308E4THST Yes Yes 0.1]]8147 214 COFFEE MUSE LLC 310E 4TH ST Yes Yes 0.121776% 705-Bir13 215 QUERETARO CASTING & DESIGNER 312 E 4TH ST Yes Yes 0.103994% 216 CATANO INSURANCE BROKERS 312 E 4TH ST UNIT#A Yes Yes 0.0869317 217 MEXICANATRAVEL 312 E 4TH ST UNIT#A Yes Yes 0.094475% 218 AB COMPUTERS 312 E 4TH ST UNIT# B Yes Yes 0.102378% 219 CEBALLOS,JOSE 314 E4TH ST Yes Yes 0.021823% 220 AMERICAN BROADBAND AND CABLE CORP. 314 E4TH ST Yes Yes 0.060349% 221 SERVICENTRO 314 E 4TH ST UNIT#A Yes Yes 0.069689% 222 MICELAMAS 314 E 4TH ST UNIT#B Yes Yes 0.093]5]% 223 FIESTA MARKETPLACE PARTNERS II 316 E 4TH ST Yes Yes 0.033228% 224 CHARLIE'S TATTOO STUDIO 316 E4TH ST Yes Yes 0.099863% 225 CHARLIE'S TATTOO SUPPLIES/BODY JEWELRY/BOOTS 318 E4TH ST Yes Yes 0.147640% 226 AMERICAN BARBER SHOP DTSA/ AMERICAN BARBER SHOP 320 E 4TH ST UNIT#A Yes Yes 0.049932% 227 MEGA INDUSTRIES INC 400 E4TH ST Yes Yes 0.295818% 228 GON-REV LP 409 E 4TH ST Yes Yes 0.012483% 229 NORTHGATE MARKET#8 409 E 4TH ST Yes Yes 4.127982% 230 NORTHGATE FINANCIAL 409 E4TH ST Yes Yes 0.2805517 231 M E RCADO, LYDIA MAE 410 E4TH ST Yes Yes 0.006286% 232 NG H I EM, MINH THU 450 E 4TH ST UNIT# 137 Yes Yes 0.006286% 233 SAN JUAN INVESTMENT CO LLC (133, 134, 141,406,433) 450 E 4TH ST UNIT# 141 Yes Yes 0.01059]% 234 MAHTAN12011(#120/146/201) 450 E 4TH ST UNIT#146 Yes Yes 0.0(I 235 HEATON, DAVID &JAN 450 E 4TH ST UNIT# 149 Yes Yes 0.006286% 236 TAN, PAUL & JOYCE 450 E 4TH ST UNIT# 237 Yes Yes 0.006286% 237 NGUYEN, HONORA 450 E 4TH ST UNIT#240 Yes Yes 0.006286% 238 RUHWANI, ASHOK(242,251,311,318) 450 E 4TH ST UNIT#242 Yes Yes 0.009519% 239 EONGRAOA LLC 450 E 4TH ST UNIT#243 Yes Yes 0.006286% 240 WILLIAMS,JOHN 450 E 4TH ST UNIT#245 Yes Yes 0.006286% 241 LEE, DR. YEE LEAN 450 E 4TH ST UNIT# 247 Yes Yes 0.006286% 242 VAN VELDNE, LAMBERTUS & ELKE(24], 336) 450 E 4TH ST UNIT# 247 Yes Yes 0.007364% 243 SHARMA, SUDHEEP 450 E 4TH ST UNIT#33] Yes Yes 0.006286% 2" 501-511 ISIS LLC 450 E 4TH ST UNIT# 338 Yes Yes 0.006286% 245 PANDIT, EVELINA 450 E 4TH ST UNIT#348 Yes Yes 0.006287% 246 JAFARIMOJARROD, ELHAM LIVING TRUST 450 E 4TH ST UNIT#438 Yes Yes 0.006286% 247 OROZCO, JESUSA 450 E 4TH ST UNIT#439 Yes Yes 0.006286% 248 WAYY, BRIAN 450 E 4TH ST UNIT#441 Yes Yes 0.006286% 249 1 K L VICTORVILLE LLC 450 E 4TH ST UNIT#449 Yes Yes 0.006286% 2W ADGER, JOHN THE JOHN ADGER TRUST 101 W 4TH ST Yes Yes 0.029366% 251 FRUTAS LA PLACITA 101 W 4TH ST UNIT# PE Yes Yes 0.248940% 252 SHOE PALACE #236 102 W 4TH ST Yes Yes 0.674616% 253 MILLER-BURG-DUPONT, INC.(102-106) 106 W 4TH ST Yes Yes 0.042029% 254 GLOBAL ENVIHON MENTAL NETWORK 106 W4TH ST Yes Yes 0.0614277 255 PRETTY GREAT LLC 106 W 4TH ST UNIT# 515 Yes Yes 0.793698% 256 VISIONEERING STUDIOS, INC 106 W 4TH ST UNIT# LOU Yes Yes 0.190387% 257 VISIONEERING STUDIOS CONSTRUCTION, INC 106 W 4TH ST UNIT#600 Yes Yes 0.099504% 258 CHA, WON 108 W 4TH ST Yes Yes 0.018320% 259 P & O ENTERPRISES, LLC 108 W 4TH ST Yes Yes 0.019398% 260 1R BEAUTY GURUS 108 W 4TH ST Yes Yes 0.135247% 261 CONTINENTAL HALL 108W4THSTUNIT#A Yes Yes 0.054242% 262 BUFFCO INVESTMENTS, LLC 109 W 4TH ST Yes Yes 0.033587% 263 COLLEEN O'HARA'S BEAUTY ACADEMY 109 W 4TH ST UNIT# B Yes Yes 0.233493% 264 SOUTHWEST FAM ILY 20M TRUST 110 W 4TH ST Yes Yes 0.015896% 265 CAPILLA LAS ROSAS WEDDING CHPL 110 W 4TH ST Yes Yes 0.147640% 266 LA MODA 110 W 4TH ST Yes Yes 0.1368637 267 CHANTHAPANYA,PHOUNSACK(112-116) 112 W4TH ST Yes Yes 0.031162% 20 BANDOLERO 112 W 4TH ST Yes Yes 0.142251% 269 YCU LLC 113 W 4TH ST Yes Yes 0.0140997 270 HISPANOAMEMCAN SERVICES 113 W 4TH ST UNIT#A Yes Yes 0.071126% 271 CASSANDRA'S BRIDAL BANQUETS 115 W 4TH ST Yes Yes 0.097528% 272 CDHF PROPERTY MANAGEMENT 115 W 4TH ST Yes Yes 0.0146387 273 SANCTUARYSOUND 115 W 4TH ST UN IT#200 Yes Yes 0.074897% 274 VALENCIA, MEDARDO & VICTORIA 116 W 4TH ST Yes Yes 0.032509% 275 CENTRO LATINO 116 W 4TH ST Yes Yes 0.056038% 276 VALENCIA JEWELRY 116 W 4TH ST Yes Yes 1.125079% 2]] PRODUCTOS VIENESTAR HERBALIFE 116 W 4TH ST UNIT# 12 Yes Yes 0.079747% 278 REVOLUTION BEAUTY SALON 116 W 4TH ST UNIT# ] Yes Yes 0.0549617 279 VALENCIA & ASSOCIATES APC 116 W 4TH ST UNIT#A Yes Yes 0.207629% 280 FAINBARG V LP 117 W 4TH ST Yes Yes 0.043286% 281 THE PIZZA PRESS 117 W 4TH ST UNIT# 101 Yes Yes 0.3033627 282 SALON SYCAMORE, LLC 117 W 4TH ST UNIT# 103 Yes Yes 0.074359% 283 YUM RESTAURANTSERVICES GROUP, LLC 117 W 4TH ST UNIT# 200 Yes Yes 0.718082% 284 LOCKOUT MUSICSTUDIOS 117 W 4TH ST UNIT# LL Yes Yes 0.054961% 285 SANTA ANA SALON 118 W4TH ST Yes Yes 0.098067% 286 FRUTAS LA PLAOTA 118 W 4TH ST UNIT# PE Yes Yes 0.248940% 287 BMA INVESTMENT LLC 120 W 4TH ST Yes Yes 0.034934% 288 DON ROBERTO JEWELERS 121 W 4TH ST Yes Yes 0.5636ll% 705-Bir14 289 FAINBARG & FRIEDMAN I, LP 201 W 4TH ST Yes Yes 0.039155% 290 FRUTAS LA PLACITA 201 W 4TH ST UNIT# PE Yes Yes 0.248940% 291 HOPPER & BURR 202 W 4TH ST Yes Yes 0.271571% 292 D & D SNACK FOOD 202 W 4TH ST UNIT# PE Yes Yes 0.248940% 293 VACATION 204 W 4TH ST Yes Yes 0.074897% 294 THE LAW OFFICE OF CHRISTOPHER MARKELZ 206 W 4TH ST Yes Yes 0.082980% 295 SPURGEON DTOC, LLC 206 W 4TH ST Yes Yes 0.024247% 296 RHOMBUS INDUSTRIES 206 W 4TH ST UNIT# 201 Yes Yes 0.179969% 297 GRACE'S ENTERPRISES 206 W 4TH ST UNIT# 203 Yes Yes 0.081902% 298 MUSICALARTISTRY 206 W 4TH ST UNIT# 210E Yes Yes 0.049932% 299 AURADOME 206 W 4TH ST UNIT#214 Yes Yes 0.066097% 30D POMADE, INC. 206 W 4TH ST UNIT# 220 Yes Yes 0.457467% 301 PICKAXE & SHOVEL, LLC 206 W 4TH ST UNIT# 241 Yes Yes 0.0603497 302 CABRAL LAW GROUP 206 W 4TH ST UNIT# 301 Yes Yes 0.091242% 303 LAW OFFICE OF SARAH KABIR 206 W 4TH ST UNIT# 333 Yes Yes 0.092980% 304 REICH, ADELE, & CVITAN 206 W 4TH ST UNIT# 339 Yes Yes 0.082980% 305 D. 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Yes 0.081184% 30 THE CHICKEN RICE 318 W 5TH ST Yes Yes 0.099576% 3W MILJUGOS 320 W 5TH ST Yes Yes 0.1907467 391 THE ARMORY HALL 313N BIRCH ST Yes Yes O.M1490% 392 SHARR LAW, AP C 313 N BIRCH ST UNIT#100 Yes Yes 0.000000% 393 GO RN, LLC 313 N BIRCH ST UNIT# 102 Yes Yes 0.209427% 3% MORRISSEY ASSOCIATES, INC. 313 N BIRCH ST UNIT# 103 Yes Yes 0.199008% 395 HALL, TOM 101S BIRCH ST Yes Yes 0.006286% 396 MATTINGLEY, MIKE 105S BIRCH ST Yes Yes O.M6286% 397 CASA LINDA FURNITURE INC 116 N BROADWAY ST Yes Yes 1.753355% 398 109 BROADWAY, LLC 117 N BROADWAY ST Yes Yes 0.012483% 3M GUADALAJARA FURNITURE OUTLET 117 N BROADWAY ST Yes Yes 0.099576% 4W LUCAS MURGIDA 125 N BROADWAY STUNIT#229 Yes Yes 0.095912% 401 HIPCOOKS 125 N BROADWAY ST UNIT#C Yes Yes 0.209W5% 402 GYPSY DEN 125 N BROADWAY ST U NIT#D Yes Yes 0.356707% 403 NEXT ROUND BAR&GRILL 200 N BROADWAY ST Yes Yes 0.099576% 404 CONGREGATION ALE HOUSE 201 N BROADWAY ST Yes Yes 0.354551% 405 EMPIRE BROADWAY LLC 2M N BROADWAY ST Yes Yes 0.032509% 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Yes Yes 0.273726% 421 CORBIZ LLC 214 N BROADWAY ST Yes Yes 0.066456% 422 ELITE FITNESS DOWNTOWN, LLC 214 N BROADWAY ST Yes Yes 0.093038% 423 IPROOF 215 N BROADWAY ST Yes Yes 0.462856% 424 ARTIST VILLAGE HAIR STUDIO BY BREIHON 217 N BROADWAY ST Yes Yes 0.0419932% 425 CORBIZ LLC(217-221) 217 N BROADWAY ST Yes Yes 0.018320% 426 SUBWAY#26294 220 N BROADWAY ST Yes Yes 0.2796537 427 CLIMB ALPHA HOLDINGS LLC(225-227) 225 N BROADWAY ST Yes Yes O.M9483% 4M AKINSPARKER CREATIVE, LLC 225 N BROADWAY ST Yes Yes O.W1335% 429 THE COPPER DOOR BAR 2251/2 N BROADWAY ST Yes Yes 0.0]489]7 4M THE COPPER DOOR 2251/2 N BROADWAY ST Yes Yes 0.M9932% 431 RUMORZKUTZ 225 N BROADWAY ST UNIT#201 Yes Yes 0.090524% 432 I -SR BUILDERS, INC 225 N BROADWAY ST UNIT#216 Yes Yes 0.0995M7 433 CHAPTER ONE: THE MODERN LOCAL 227 N BROADWAY ST Yes Yes 0.782921% 4M4 GILMAKER, DEBORAH (300-306) 300 N BROADWAY ST Yes Yes O.M23887 435 1 COSTA AZUL TRAVEL#418-5 300 N BROADWAY ST Yes Yes 0.051009% 436 TROPHIES 3M N BROAD WAY ST Yes 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DESIGN ASSOC., INC. 220 N BUSH ST Yes Yes 0.140814% 465 IQ RISK INSURANCE SERVICES LLC 225N BUSH ST Yes Yes 0.082980% 466 DONALD KROTEE PARTNERSHIP INC 230 N BUSH ST Yes Yes 0.132552% 467 FABYS WIGS 232 N BUSH ST Yes Yes 0.042568% 40 THEMGOODS DISTRIBUTION 243 N BUSH ST Yes Yes 0.140455% 469 FORKAN, JOE A. 265 N BUSH ST Yes Yes 0.029097% 470 BARBARINO, RICHARD 265 N BUSH ST Yes Yes 0.006286% 471 PARKING CO OF AMER CAL 300 N BUSH ST Yes Yes 0.053883% 472 LA CASA BLANCA BEAUTY SALON 300 N BUSH ST Yes Yes 0.057835% 473 PARKING CO OF AMERICA/CAL 302N BUSH ST Yes Yes 0.0135617 474 ELMA'S BEAUTY SALON 308 N BUSH ST Yes Yes 0.079388% 475 ELISA RADILLO TRUST (308,310,& 312) 308 N BUSH ST Yes Yes 0.019128% 476 JALISCO BRIDAL FOTO & VIDEO 310 N BUSH ST Yes Yes 0.0813637 4]] LAS CASUELAS 312 N BUSH ST Yes Yes 0.144945% 478 EATCHOW 313 N BUSH ST Yes Yes 0.5350597 479 THE WILCOX GROUP, LLC 712 N BUSH ST Yes Yes 0.017063% 480 CUSTOM AUTO SERVICE 302 N FRENCH ST Yes Yes 0.219484% 481 LOCKOUT MUSIC STUDIOS 320 N FRENCH ST Yes Yes 0.079029% 482 LEFT OF THE DIAL RECORDS 320 N FRENCH ST UNITN 8 Yes Yes 0.13524]% 483 M & A GABAEE, A CAL LTD PTNERSHIP 102 N MAIN ST Yes Yes 0.050920% 484 CVS/PHARMACY N9583 102 N MAIN ST Yes Yes 2.467845% 485 RITE AID N5759 111 N MAIN ST Yes Yes 1.6294247 486 MEUSA FINDS 201 N MAIN ST Yes Yes 0.075975% 487 DGWB, INC. 217 N MAIN STUNITN M22 Yes Yes 0.W9932% 488 DGWB VENTURES LLC 217 N MAIN STUNITN M22 Yes Yes 0.060888% 489 3211 E MANDEVILLE, LLC 300 N MAIN ST Yes Yes 0.035393% 490 MIX MIX KITCHEN BAR 300N MAIN ST Yes Yes 0A45613% 491 DUEL, EBRAHIM 301 N MAIN ST Yes Yes 0.0273917 492 WESTERN WOMENS INSTITUTE, INC. 301 N MAIN ST Yes Yes 0.10]]66% 493 SWEET TOOTH DENTAL 3011/2 N MAIN ST Yes Yes 0.099504% 494 TONY'S BASEMENT 302 N MAIN ST Yes Yes 0.0330487 495 TONY'S BASEMENT 302 N MAIN ST Yes Yes 0.074897% 496 OMAKASE BY GINO 304 N MAIN ST Yes Yes 0.251634% 497 QUAN M. TRAN, O.D. OPTOMETRY 305 N MAIN ST Yes Yes 0.099504% 498 ESTETICA GUADALAIARA 315 N MAIN ST Yes Yes 0.051009% 40 WESTERN DENTAL SERVICES INC SOD N MAIN ST Yes Yes 0.307134% 500 LOCKOUT MUSIC STUDIOS 501 N MAIN ST Yes Yes 0.0998637 501 CROSSFIT DOWNTOWN SANTA ANA 503N MAIN ST Yes Yes 0.131115% 502 S A CLINICA MEDICA GENERAL 505 N MAIN ST Yes Yes 0.165960% 503 515 N MAIN LLC 515 N MAIN ST Yes Yes 0.0270317 504 MCFADDEN PUBLIC MARKET 515 N MAIN ST Yes Yes 0.462856% 505 DOKUDAI RAMEN 515 N MAIN STUNITN B Yes Yes 0.150873% 506 WINGS&BOWLS 515NMAINSTUNITNC Yes Yes 0.0995]6% SW MUNCHIES IC LLC 515 N MAIN STUNITN C Yes Yes 0.099576% 508 PL3R SYSTEMS, INC. (CHEBA) 517 N MAIN ST Yes Yes 0.093218% 509 CLINICA MEDICA FAMILIAR DE SANTA ANA Sll N MAIN ST Yes Yes 0.257561% 510 CAMINO NUEVO FAMILY HEALTH CLINIC 517 N MAIN STUNITN 100 Yes Yes 0.141174% 705413r17 511 SOUTHGATE ROSE PHARMACY INC 517N MAIN STU NIT#101 Yes Yes 0.369638% 512 RAPLISA MEDICAL MANAGEMENT, INC. 517 N MAIN STUNIT# 200 Yes Yes 0.3]I]93% 513 MAIN OPTICAL 517 N MAIN STUNIT# 201 Yes Yes 0.078310% 514 SO CAL AUTO REGISTRATION 517 N MAIN STUNIT# 220 Yes Yes 0.050291% 515 ALLIANCE OF LATINO HEALTH SERVICES MED GROUP, INC 517 N MAIN STUNT# 220 Yes Yes 0.082980% 516 CACERES, JULIO DDS 517 N MAIN STUNIT# 300 Yes Yes 0.099501 517 SEMPER FINANCIAL 517 N MAIN STUNIT# 301 Yes Yes 0.040233% 518 AGUILAR, SERGIO DDS 520 N MAIN ST Yes Yes 0.149436% 519 AQUEVEQUE, JOSE (& 109 W CAMILE) 520 N MAIN ST Yes Yes 0.008442% 520 NEW FOUNDATION MEDICAL GROUP 520 N MAIN STUNIT# 120 Yes Yes 0.000000% 521 NUVIEW OPTOMETRIC CENTER 520 N MAIN STUNIT# 200 Yes Yes 0.068252% 522 APEX HOME HEALTHCARE SERVICES 520 N MAIN STUNIT# 200 Yes Yes 0.6282]]% 523 NEW FOUNDATION MEDICAL GROUP 529 N MAIN STUNIT# 220 Yes Yes 0.000000% 524 APEX HOSPICE CARE, INC. 520 N MAIN STUNIT# 250 Yes Yes 0.422803% 525 APEX HOME CARE LLC 520 N MAIN STUNIT# 250 Yes Yes 0290609% 526 THE FINS FUND, LLC 601 N MAIN ST Yes Yes 0.0273917 527 JACK IN THE BOX #3180 601 N MAIN ST Yes Yes 0.074897% 528 WORLD TRAVEL BUREAU INC 618 N MAIN ST Yes Yes 0.317192% 5M SUKARNE 631 N MAIN ST Yes Yes 0.095696% 530 POLADIAN, JACQUELINE 700 N MAIN ST Yes Yes 0.012483% 531 SUBWAY# 63685 700 N MAIN ST Yes Yes 0.285580% 532 ]-ELEVEN STORE#3]101A 700 N MAIN ST UNIT#B Yes Yes 0.592ll5% 533 LAW OFFICES OF JEFFREY CANCILLA 700 N MAIN STUNIT# C Yes Yes OD00000% 534 EXPRESS ELECTRICAL SERVICE 70U N MAIN STUNIT# C Yes Yes 0.099504% 535 BURGER KING 43094916 701 N MAIN ST Yes Yes 0.69]24]% 536 OC CENTER OF LEGAL SVCS 711 N MAIN ST Yes Yes 0.099504% 537 LILY'S TACOS 715 N MAIN ST Yes Yes 0.096451% 538 SOMBRERO STREET 719 N MAIN ST Yes Yes 0.644980% 539 ORIGINAL MIKE'S 100 S MAIN ST Yes Yes 0.900386% 540 100 SOUTH MAIN STREET LLC IOUS MAIN ST Yes Yes 0.066905% 541 SANTA ANA HIGH SCHOOL CROSS COUNTRY LOU S MAIN ST Yes Yes 0.082987% 542 FIRESTONE COMPLETE AUTO CARE#2]1F 101S MAIN ST Yes Yes 0.467166% 543 WNC REAL ESTATE PARTNERS LP 100N ROSS ST Yes Yes 0.2196637 544 EMILIO GONZALEZ PAINTING ROD E SANTA ANA BLVD UNIT# 214 Yes Yes 0.061427% 545 IMPARK 200 W SANTA ANA BLVD Yes Yes 0.155902% 546 CF SANTANA LLC 200 W SANTA ANA BLVD Yes Yes 0.159943% 547 THE REEVES LAW GROUP 200 W SANTA ANA BLVD UNIT# 630 Yes Yes 0.4235217 548 BAGBY, GAJDOS & ZACHARY, LLP 200 W SANTA ANA BLVD UNIT# 950 Yes Yes 0.340541% 549 WILSON AND PESOTA, LLP 200 W SANTA ANA BLVD UNIT# 970 Yes Yes 0.215892% 550 BEST CONSTRUCTION SERVICES, INC. 520 W SANTA ANA BLVD Yes Yes 0.099504% 551 JA INSTITUTE OF BARBERING AND COSMETOLOGY 520 W SANTA ANA BLVD Yes Yes 0.082980% 552 OC CIVIC CENTER DEVELOLPMENT LLC 550 W SANTA ANA BLVD Yes Yes 0.012483% 553 CIVIC CENTER LLC 600 W SANTA ANA BLVD Yes Yes 0.1852687 554 RASCH INVESTIGATIONS 600 W SANTA ANA BLVD Yes Yes 0.067893% 555 IMMIGRATION 4U 60D W SANTA ANA BLVD Yes Yes 0.069689% 556 ORANGE COUNTY REPORTER 600 W SANTA ANA BLVD Yes Yes 0.316832% 557 M C D GENERAL SERVICES 600 W SANTA ANA BLVD Yes Yes 0.057835% 558 DANTE'S COFFEE & TEA 600 W SANTA ANA BLVD UNIT# 100 Yes Yes 0.179431% 559 SANTA ANA LEGAL SUPPORT, INC 600 W SANTA ANA BLVD UNIT# 101 Yes Yes 0.703354% SW PLAZA CAFE & DELI 600 W SANTA ANA BLVD UNIT# 103 Yes Yes 0.1320147 561 PES-EBS, INC. 60D W SANTA ANA BLVD UNIT# 107 Yes Yes 0.111718% 562 PES-EBS, INC. 600 W SANTA ANA BLVD UNIT# 108109 Yes Yes 0.3096487 563 PES-EBS, INC. 600 W SANTA ANA BLVD UNIT# 110 Yes Yes 0.201882% 564 FREEDOM MAILBOX 600 W SANTA ANA BLVD UNIT# 114 Yes Yes 0.056757% 565 LAW OFFICE OF MACI EL & ASSOCIATES 600 W SANTA ANA BLVD UNIT# 1160 Yes Yes 0.000000% 566 LAW OFFICES OF STEPHEN 1 RIGGS 600 W SANTA ANA BLVD UNIT# 202 Yes Yes 0.082980% 567 LEGAL SUPPORT NETWORK, LLC 600W SANTAANA BLVD UNIT#214C Yes Yes 0.126W5% so PATRICO, HERMANSON & GUZMAN, A. P. C. 600 W SANTA ANA BLVD UNIT# 700 Yes Yes 0.232]]57 569 SUNNY HILLS MANAGEMENT CO. INC. 600 W SANTA ANA BLVD UNIT# 800 Yes Yes 0.130038% 570 BETTER HEALTH NETWORK MANAGEMENT, INC. 600 W SANTA ANA BLVD UNIT# 802 Yes Yes 0.M9385% 571 ROLNICKI, ROLF ATTORNEY 600 W SANTA ANA BLVD UNIT# 814 Yes Yes 0.091242% 572 ROSEN, MARKS -ATTORNEY 600 W SANTA ANA BLVD UNIT# 814 Yes Yes 0.091242% 573 BARITONE, GREGORY LEE ATTORNEY 60D W SANTA ANA BLVD UNIT# 814 Yes Yes 0.082980% 574 LAW OFFICES OF JESSE A MARINO 600 W SANTA ANA BLVD UNIT# 816 Yes Yes D.W00007 575 COUNTYWIDE SMART HOMES 600 W SANTA ANA BLVD UN IT#900 Yes Yes 0.188591% 576 OSAIIMA, GLENN K LAW OFFICES O 600 W SANTA ANA BLVD UNIT# 910 Yes Yes 0.082980% 5]] MUNOZ & ASSOCIATES 600 W SANTA ANA BLVD UN IT#910 Yes Yes 0.099504% 578 LAW OFFICE OF RENEE GARCIA 600 W SANTA ANA BLVD UNIT# 910 Yes Yes 0.0829807 579 H&H LAW 60D W SANTA ANA BLVD UNIT# 950 Yes Yes 0.082980% 580 SCHULMAN, THOMAS L 60U W SANTA ANA BLVD UNIT# 955 Yes Yes 0.091242% 581 LAW OFFICE OF DEBORAH M. VASQUEZ 600 W SANTA ANA BLVD UNIT# 955 Yes Yes 0.082980% 582 WEB GROUP CLUB, INC 600 W SANTA ANA BLVD UNIT# 9ED Yes Yes 0.049932% 583 CHLOE M. STATON TRUST (219 E 1STST) 116 N SPURGEON ST Yes Yes 0.014]28% S80 FIESTA MARKETPLACE PARTNERS 301 N SPURGEON ST Yes Yes 0.031791% 7ac-Bir18 585 EL MERCADO MODERN CUISINE 301 N SPURGEON ST Yes Yes 0.W0668% 586 KAIZEN SHABU 303 N SPURGEON ST Yes Yes 0.274804% 587 THE YOST-1912 305 N SPURGEON ST Yes Yes 0.359400% 588 THE YOST 307 N SPURGEON ST Yes Yes 0.684854% so GUS'S WORLD FAMOUS FRIED CHICKEN 102 N SYCAMORE ST Yes Yes 0.093110% 590 QART SALON 205 N SYCAMORE ST Yes Yes 0.1034561i 591 WESTCUFF PROPERTIES 211 N SYCAMORE ST Yes Yes 0.066456% 592 THE ACE AGENCY 221 N SYCAMORE ST Yes Yes 0.481715% 593 1MACH INC 231 N SYCAMORE ST Yes Yes 0.077951% 594 LAW OFFICE OF MICHAEL D. FRANCO 261 N SYCAMORE ST Yes Yes 0.082980% 595 CREACIONES ALEJANDRA FOTO ESTUDIO Y BRIDALSHOP 318 N SYCAMORE ST Yes Yes 0.092140% 596 LOMELI, ARTURO DDS 415 N SYCAMORE ST Yes Yes 0.157339% 597 DIAMOND PARKING SERVICES LLC SSA01 416 N SYCAMORE ST Yes Yes 0.1041747 598 VITARELLI 511 N SYCAMORE ST Yes Yes 0.075975% so ESCAPE VR LLC 515 N SYCAMORE ST Yes Yes 0.074897% 600 SONI, NEIL (701-703) 701 N SYCAMORE ST Yes Yes 0.W9519% IW% 7ac-Bir19 1:04:ILy1111111111c3 ROH — 12/03/19 RESOLUTION NO. 2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA LEVYING AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR CALENDAR 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. On February 6, 1984, the City Council, by Ordinance No. NS-1715, established the Downtown Santa Ana Business Improvement Area pursuant to California Streets and Highways Code Sections 36500, et seq. (the "BID Law"). B. On November 5, 2019, the City Council received the 2020 Annual Assessment Report for the Downtown Santa Ana Business Improvement District (the "Report'). C. On November 5, 2019, the City Council adopted Resolution 2019-XXX approving the Report and setting a public hearing for December 3, 2019, at which time protests could be made to the proposed levy of the 2020 annual assessment for the Downtown Santa Ana Business Improvement District (the "Annual Assessment'). D. On December 3, 2019, at the time and place called for in Resolution 2019- XXX, the City Council conducted a duly noticed public hearing at which written and oral protests to the proposed Annual Assessment were made and considered as provided in Streets and Highways Code sections 36524 and 36525. E. Qualifying written protests constituting a majority of the owners of the businesses paying the Annual Assessment were not received at or before the conclusion of the public hearing. Section 2. The 2020 Assessment Report is hereby confirmed, and the levy of an assessment for the calendar year 2020 in accordance with Attachment B of the Report, a copy of which is attached hereto and incorporated herein by reference, is hereby approved. Resolution No. 2019-XXX Page 1 of 3 75B-20 WN:ILy1111111111c3 ADOPTED this day of 12019. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: EjAt:::� Rya O. dge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution No. 2019-XXX Page 2 of 3 Miguel A. Pulido Mayor 75B-21 1MUMILy1111111111c3 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: Resolution No. 2019-XXX Page 3 of 3 Clerk of the Council City of Santa Ana 75B-22