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HomeMy WebLinkAbout FULL PACKET_2014-01-07MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA DECEMBER 16, 2013 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:14 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor SAL TINAJERO, Mayor Pro Tern (5:32 p.m.) ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA VINCENT F. SARMIENTO COUNCILMEMBERS Absent: NONE STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:06 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Michael Anthony Molina v. City of Santa Ana; Orange County Superior Court Case No.: 30- 2010 - 00377048 CITY COUNCIL MINUTES 1 DECEMBER 16, 2013 1 0A -1 ■ Cuenca v. State of California (DOR Case No. 34- 2013 - 80001427- CU -WM- GDS • Peebler vs. State of California; Appellate Case No. C073698 • City of Santa Ana vs. Ana Matosantos; Case No. 34- 2013 - 80001477 • League of California Cities vs. Ana Matosantos; Case No. 34 -2012- 80001275- CU -WM -GDS CLOSED SESSION REPORT — See Item 19A. for Report. ADJOURNED THE CLOSED SESSION MEETING AT 5:43 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 DECEMBER 16, 2013 1 0A -2 CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS REGULAR OPEN SESSION COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:45 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA VINCENT F. SARMIENTO COUNCILMEMBERS Absent: SAL TINAJERO, Mayor Pro Tern STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council HARVEY SEVEDRA OF PIO PICO ELEMENTARY SCHOOL TIM FELKER, POLICE CHAPLAIN CERTIFICATE OF TRIBUTE presented by MAYOR PULIDO AND COUNCILMEMBER SARMIENTO commemorating the life of Humberto Sanchez presented to his wife, Graciela Sanchez and family. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER AMEZCUA to Robert McGeeney for his volunteer work at Carver Elementary School. CERTIFICATE OF RECOGNITION presented by MAYOR PULIDO to Louie Olivos, Jr. in honor of his film "El Abuelo" being accepted into the 2013 Boston Latino International Film Festival. CITY COUNCIL MINUTES 3 DECEMBER 16, 2013 1 0A -3 CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM TINAJERO to the Santa Ana Valley & Segerstrom High School Football Teams for their winning seasons and exceptional football programs. Segerstrom High School Varsity Coaches and Team: Head Coach Mike Maceranka and Assistant Coaches: Marty Albert, Raymond Avalos, Nick Canzone, Andrew Madrigal, Stephen Rodriguez and Joseph Tagaloa. Team: Abel Diaz, Fernando Aguilar, Brian Alvarez, Adrian Avila, Jacob Banuelos, Marcos Barajas, Andy Beltran, Jorge Cantoran, Felipe Cones, Kevin Cruz, Brian Diaz, Kenari Drayton, Chris Ferman, Alexis Figueroa, Ponpeyo Flores, Alejandro Garcia, Daniel Gonzalez, Diego Guzman, Gavin Juan, Alex Juarez, Nikolas Klioumis, Josiah Leyva, Ben Lopez, Gabriel Lopez, Mateo Lopez, Humberto Macias, Christian Medrano, Daniel Mendez, Vince Mendez, Julian Mendoza, Rodolfo Mendoza, Juan Montes, Omar Navarro, Tom Nham, Mike Nieves, Justin Nip, Zumani Nunez, Edgar Paredes, Daniel Plascencia, Jacob Plascencia, Brando Rodriguez, Christian Rodriguez, Omar Rodriguez, Daniel Sanchez, Lorenzo Sanchez, Sebastian Silva, Maury Soberanis, Juan Soto, John Torres, and Justin Young. Santa Ana Valley High School Varsity Coaches and Team: Head Coach Larry Mohr and Assistant Coaches: Gerren Brantley, Russel Dement, David Fausto, James Mohr, Don Schlesinger, Ian Sitagate and Timmy Smith Team: Louis Aceves, Alex Aguilar, Vidal Almazan, Daniel Alo, Cesar Amezcua, Uriel Arreola, Jorge Arroyo, Edgar Astorga, Oscar Avila, Christian Balanzar, Silvestre Beltran, Jesus Bibian, Eddie Cabrera, Danny Chavez, Marcos Cruz, Fabian Cuen, Fernando Delgado, Juan Diaz, Cesar Diaz, Francisco Elias, Jose Garcia, Christian Garcia, Isaac Guerrero, Sal Gutierrez, Alex Hernandez, Moises Hernandez, Cesar Ibarra, Alexis Leon, Jhonata Lopez, Jose Lopez, Edwin Lopez, Jesus Lopez, Brian Magallon, Donnie Mariscal, Ricardo Mercado, Robert Milanes, Alex Molina, Jesus Nieves, Bryan Nunez, Erik Ordaz, Victor Ortega, Fernando Parada, Joseph Pham, Abel Pimentel, Felix Playas, Soloman Quijano, Roberto Quiroz, Imran Rahimi, Joel Reyes, Evert Roca, Daniel Saenz, Daniel Salgado, Carlos Santana, Alex Silva, Ismael Solis, David Soto, Jorge Tostado, Matthew Vagai, Brian Vazquez and Brandon Verdayes PROCLAMATION presented by COUNCILMEMBER BENAVIDES AND COUNCILMEMBER MARTINEZ to Planning and Building Agency Executive Director Jay Trevino for his exceptional service to the City of Santa Ana. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MARTINEZ to Delilah Snell for organizing the annual Patchwork Event. CLOSED SESSION REPORT - Nothing to report. CITY COUNCIL MINUTES 4 DECEMBER 16, 2013 1 0A -4 AGENDA ITEM TAKEN OUT OF ORDER CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 32A as recommended by staff with the following modifications: • Councilmember Benavides pulled Agenda Item 12A for separate discussion; • Mayor Pro Tern Tinajero abstained on Agenda Items 25C and 25D due to campaign contributions and out of an abundance of caution; • Mayor Pulido and Councilmemeber Martinez abstained on Agenda Item 12A due to proximity to business and residential address, respectively; • Councilmember Martinez pulled Agenda Item 25A for separate discussion; • Councilmember Reyna and Mayor Pro Tern Tinajero pulled agenda item 25G for separate discussion; and • Councilmember Sarmiento pulled Agenda Item 29 A for separate discussion. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: MINUTES SECOND: Amezcua Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) None (0) None (0) None (0) ADMINISTRATIVE MATTERS 10A MINUTES FROM THE REGULAR MEETING OF DECEMBER 2, 2013 - Clerk of the Council Office MOTION: Approve Minutes. CITY COUNCIL MINUTES 5 DECEMBER 16, 2013 1 0A -5 ORDINANCESISECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A ORDINANCE SECOND READING - CREATION OF ARTS AND CULTURE COMMISSION - Clerk of the Council Office Placed on first reading at the December 2, 2013 City Council meeting and approved by a vote of 6 -0 (Tinajero absent). Published in the Orange County Reporter on December 6, 2013. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2856 - AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING ARTICLE IV OF CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY ADDING A NEW DIVISION 5, ESTABLISHING AN ARTS AND CULTURE COMMISSION NOTICE OF PUBLIC HEARINGS Recommended Action approved by the Community Redevelopment and Housing Commission on December 3, 2013 by a 5 -0 vote (gist and Morfin absent). MOTION: 1. Approve the 2014 Assessment Report and budget for the Downtown Santa Ana Business Improvement District. 2. Adopt a resolution. RESOLUTION NO. 2013 -057 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT AREA FOR THE YEAR 2014 3. Set a public hearing for Tuesday, January 7, 2014. MOTION: Benavides SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Tinajero (5) CITY COUNCIL MINUTES 6 DECEMBER 16, 2013 1 0A -6 NOES: None (0) ABSTAIN: Martinez and Sarmiento (2) ABSENT: None (0) BOARDS / COMMISSIONS / COMMITTEES 13A APPOINTMENTS TO THE SANTA ANA WORKFORCE INVESTMENT BOARD - Community Development Agency Recommended Action approved by the Workforce Investment Board on November 21, 2013 by a 19 -0 vote (Carter, de Leon, Didion, Elliott, Knitter, Maldonado, Martinez, Sanchez, and Su absent). MOTION: Appoint Caleb Everett from Career College of California (term expiring March 31, 2015) and Darren Rutledge from Guaranty Chevrolet (term expiring March 31, 2014) to the Workforce Investment Board. MISCELLANEOUS ADMINISTRATION 19A CONFIRMATION OF CLOSED SESSION ACTION(S) — None 19B EXCUSED ABSENCES — None BUDGETARY MATTERS SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A SPEC. NO.09 -029 - ASPHALT CONCRETE MATERIALS - (Public Works Agency) - Finance & Management Services MOTION: Renew the contract with Vulcan Materials Co. for a one -year period in an annual amount not to exceed $50,000, subject to non - substantive changes approved by the City Manager and City Attorney. 22B SPEC. NO. 13 -062 - OFFICE FURNITURE - (Public Works Agency) - Finance & Management Services CITY COUNCIL MINUTES 7 DECEMBER 16, 2013 1 0A -7 MOTION: Award a contract to Workplace Solutions, LLC in an amount not to exceed $35,000, subject to non - substantive changes approved by the City Manager and City Attorney. 22C SPEC. NO. 13 -073 — DESKTOP COMPUTERS — (Personnel Servcies Agency) - Finance & Management Services MOTION: Award a contract to Dell Computer Corporation in an amount of $24,000; and an additional $10,000 for an annual blanket contract, for a total amount not to exceed $34,000, subject to non - substantive changes approved by the City Manager and City Attorney. AGREEMENTS Council discussion ensued. It was proposed to approve one -year contract; after conferring with Police Chief who indicated that it was grant funded, recommendation remained the same. MOTION: Authorize the City Manager and the Clerk of the Council to execute a three -year agreement with Phoenix Group Information Systems in a total three year period a sum not to exceed $487,185, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 25B AGMT NO. 2013 -188 - CODIFICATION AND ON -LINE PUBLICATION OF THE CITY'S CODES - Clerk of the Council Office MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Municipal Code Corporation for a three year period in an annual amount not to exceed $25,000 subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 8 DECEMBER 16, 2013 1 0A -8 25C 25D 25E 25F AGMT NO. 2013 -189 - ENERGY EFFICIENCY PROGRAMS AND EDUCATION - Public Works Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an agreement with Southern California Gas Company in a not -to- exceed amount of $56,000 in pass- through funds, subject to nonsubstantive changes approved by the City Manager and City Attorney. *Mayor Pro Tern Tinajero abstained out of an abundance of caution and due to campaign contribution. AGMT NO. 2013 -190 - POWER WASHING AND SWEEPING SERVICES - Public Works Agency MOTION: Authorize the City Manager and the Clerk of the Council to extend agreements with RueVac Property Services, Inc., in a total amount not to exceed $36,444, for a period of up to 12 months, on a month -to- month basis, subject to nonsubstantive changes approved by the City Manager and City Attorney. *Mayor Pro Tern Tinajero abstained out of an abundance of caution and due to campaign contribution. AGMT NO. 2013 -191 - FOUNTAIN MAINTENANCE SERVICES - Parks, Recreation & Community Services Agency and Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute the first of two, two -year extensions with Service 1st in an annual amount of $43,990, subject to non - substantive changes approved by the City Manager and City Attorney. AGMT NO. 2013 -192 - CLIMATE ACTION PLAN - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a second amendment with ICLEI — Local Governments for Sustainability USA, extending the agreement through June 30, 2015, in an amount not to exceed $25,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. Council discussion ensued. City Council proposed amendment to recommendation to a one -year period. CITY COUNCIL MINUTES 9 DECEMBER 16, 2013 1 0A -9 MOTION; Authorize the City Manager and the Clerk of the Council to execute a professional services agreement with Holland and Knight commencing December 17, 2013 for a one -year term in an annual amount not to exceed $84,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. MOTION: Amezcua SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) MISCELLANEOUS - BUDGET The folllowing speakers spoke in support of the item: Phil Anthony and Gail Eastman. Funds will allow students in City to attend events. MOTION: Authorize the City Manager to sponsor two children's educational events held in Orange County by Orange County Water District Groundwater Guardian Team and the Children's Education Foundation of Orange County at a level of $5,000 each. MOTION: Sarmiento SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) CITY COUNCIL MINUTES 10 DECEMBER 16, 2013 1 0A -10 LAND USE MATTERS TENTATIVE PARCEL /TRACT MAPS 32A TENTATIVE TRACT MAP NO. 2013 -06 AND STREET NAMING NO. 2013 -01: ALLOW A 17 SINGLE FAMILY RESIDENTIAL LOT SUBDIVISION AT 1030 SOUTH EUCLID STREET AND NAMING OF CRYSTAL LANE - CITY VENTURES, INC., APPLICANT - Planning and Building Agency Planning Commission approved recommended action on November 25, 2013, by a vote of 5 -0 (Gartner and Crespo absent). MOTION: Receive and file the staff report approving Tentative Tract Map No. 2013 -06 (County Map No. 17627) as conditioned and affirm the decision of the Planning Commission approving Street Naming No. 2013- 01. * *END OF CONSENT CALENDAR ** AGENDA ITEM TAKEN OUT OF ORDER PUBLIC COMMENT • Steve Rocco, spoke of various personal issues. • Paul Guzman, spoke in opposition to gang injunction and lack of due process. • Sharon Barlow, South Main Street Merchants Association; spoke in support of strategic plan and changing the city by slowing down traffic, creating trades institute and make unique and inviting street for all to shop — entrance to City on Main Street; wished all Merry Christmas. • Irma Jauregui, member of South Main Street Merchants Association; spoke of uniting business, school and government to support improvement of Main street; happy new year and look forward to working together. • Tish Leon, disappointed that mayor is not present to listen to comments; speaking on behalf of Chicanos Unidos; met with Police Chief to clarify issues supporting disappearance of young ladies; thanked Chief for meeting; overall concerned with safety; Police Corporal Bertagna working on case; urge Police Department to inform community about what is being done and keep the safety of members at forefront. Also, spoke in support of farmer's market, proposed that it be established elsewhere in the City not Downtown. • Sean Coolidge, spoke on re- establishment of farmer's market; want to make it a success and expand scope such as cooking more nutritiously; working with restaurants, etc.; willing to collaborate with officials to bring it forward. o Councilmember Sarmiento noted that farmer's market was in Downtown, but closed several years ago; great time and opportunity to reconsider establishment. CITY COUNCIL MINUTES 11 DECEMBER 16, 2013 1 0A -11 • Thomas Gordon, happy holidays to all; echoed comments by Tish Leon on missing women; spoke on blue lot (15t and Bush) that is fenced up; condition of lot is neglected, a lot of graffiti in surrounding area o Councilmember Martinez, request staff to coordinate meeting with Mr. Thomas, Chris Taylor, owner, and appropriate staff to address matter. • Manuel Pena, congratulated Police Chief Rojas for maintaining City safe; thanked Parks Recreation and Community Services Executive Director Gerardo Mouet for Navidad /Posada event that brought community together. • Raul Yanez, on behalf of Santa Ana Business Council thanked the Council and staff for Navidad event; farmer's market was held in parking lot at Yost, but welcome farmer's market to any area in the City; Wished all a Merry Christmas and Happy New Year. *Mayor Pulido left the dais at 7:05 p.m. and did not return to the meeting. BUSINESS CALENDAR ITEMS RESOLUTIONS 55A RESOLUTION AFFIRMING ADOPTION OF THE MEASURE M2 YEAR -END EXPENDITURE REPORT - Public Works Agency Continued from the December 2, 2013 City Council meeting by a vote of 6 -0 (Tinajero absent). MOTION: Adopt a resolution. RESOLUTION NO. 2013 -058 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE FY 2012/13 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Benavides Amezcua, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Pulido (1) Martinez, Reyna, CITY COUNCIL MINUTES 12 DECEMBER 16, 2013 1 0A -12 REPORTS 65A APPROVE 2014 CALENDAR OF CITY COUNCIL AND COUNCIL COMMITTEE MEETING DATES - Clerk of the Council Office Councilmember Martinez proposed amendment to recommendation to not cancel the August 19, 2014 City Council meeting, Councilmember Benavides seconded motion. Council discussion ensued. Councilmember Martinez withdrew amendment to motion. Council majority agreed to call for a Special Meeting, if needed. MOTION: 1. Approve the 2014 calendar of City Council and Council Committee Meeting dates. 2. Direct the Clerk of the Council to post a Notice of Cancellation for the regularly scheduled City Council meetings scheduled for August 19, 2014* and November 4, 2014; the City Council hereby waives notice of said meetings as required by the government code. MOTION: Tinajero SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Reyna, Sarmiento, Tinajero (5) NOES: Martinez (1)* ABSTAIN: None (0) ABSENT: Pulido (1) * Councilmember Martinez voted "No" on cancelling the August 19, 2014 City Council Meeting only. DISCUSSION OF POTENTIAL CHARTER AMENDMENT FOR PRIMARY ELECTIONS AND RELATED ELECTION ISSUES - City Attorney's Office Continued from the December 2, 2013 City Council meeting by a vote of 6 -0 (Tinajero absent). MOTION: Continue consideration of matter for 30 days (January 21, 2014). MOTION: Tinajero VOTE: AYES SECOND: Sarmiento Amezcua, Benavides, Martinez, Reyna, Sarmiento, Tinajero (6) CITY COUNCIL MINUTES 13 DECEMBER 16, 2013 1 0A -13 NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) PUBLIC HEARINGS 75A PUBLIC HEARING — SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 1990 -03 TO ALLOW AN EXTENSION OF TIME FOR A PORTION OF THE LAKE CENTER OFFICE PARK AT 3500 WEST LAKE CENTER DRIVE — C.J. SEGERSTROM AND SONS, APPLICANT - Planning and Building Agency Planning Commission approved recommended action on November 25, 2013 by a vote of 5 -0 (Crespo and Gartner absent). Legal Notice published in the Orange County Reporter December 6, 2013 and notices mailed on December 5, 2013. Staff report presentation by Executive Director of Planning and Building, Jay Trevino. Project Description • Extend term of development agreement by 10 years to October 2025 • No other modification proposed Project Analysis • Development agreement approved in 1990 along with specific development zoning for Lake Center Office Park • Shift in economy past several years has impacted office development • No plans for construction at this time • Intend to build in future per terms of development agreement and SD Mayor Pulido opened the Public Hearing. There were no speakers and the Mayor closed the Hearing. MOTION: Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2857 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND C.J. SEGERSTROM & SONS, A CALIFORNIA GENERAL PARTNERSHIP MOTION: Benavides SECOND: Sarmiento CITY COUNCIL MINUTES 14 DECEMBER 16, 2013 1 OA -14 VOTE: AYES: Amezcua, Benavides, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido(1) Martinez, Reyna, 75B PUBLIC HEARING — AMENDMENT APPLICATION NO. 2013 -01 TO REZONE NINE PROPERTIES FROM SINGLE - FAMILY RESIDENCE (R1) AND TWO - FAMILY RESIDENCE (R2) TO ARTERIAL COMMERCIAL (C5) AT 1729 TO 2011 NORTH GRAND AVENUE — CITY OF SANTA ANA, APPLICANT - Planning and Building Agency Planning Commission approved recommended action on November 25, 2013 by a vote of 5 -0 (Crespo and Gartner absent). Legal Notice published in the Orange County Reporter December 6, 2013 and notices mailed on December 5, 2013. Staff report presentation by Executive Director of Planning and Building, Jay Trevino. Project Description • Amend the zoning designation of 9 parcels from Single - Family (R1) and Two - Family Residence (R2) to Arterial Commercial (C5) Site Description Address 1729 North Grand Avenue 1735 North Grand Avenue 1745 North Grand Avenue 1805 North Grand Avenue 1821 North Grand Avenue (consist of three parcels) 2003 North Grand Avenue 2011 North Grand Avenue Lot size Current Use (Year Built) 0.40 acres Animal hospital (1957) 0.38 acres Child care (1963) 0.77 acres Office building (1963) 0.77 acres Auto repair (1970) 0.37 acres Restaurant (1970) 0.35 acres Single- family (1920) 0.42 acres Single- family (1952) Project Analysis • Will create consistency between the zoning and General Plan Land use designation • Sites are physically suitable for commercial uses • Will make the majority of the existing land uses conforming to the C5 zoning CITY COUNCIL MINUTES 15 DECEMBER 16, 2013 1 0A -15 149111117.0 We Mayor Pro Tern Tinajero opened the Public Hearing. There were no speakers and the Mayor closed the Hearing. MOTION: Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2858 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING NINE PROPERTIES LOCATED BETWEEN 1729 AND 2011 NORTH GRAND AVENUE FROM SINGLE - FAMILY RESIDENCE (R1) AND TWO- FAMILY RESIDENCE (R2) TO ARTERIAL COMMERCIAL (C5) (AA NO. 2013 -01) MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Amezcua Amezcua, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Pulido (1) COMMENTS CITY MANAGER'S COMMENTS Martinez, Reyna, City Manager Cavazos congratulated all on successful Fiesta Navidad, held Saturday, December 14th in Plaza Santa Ana. CITY COUNCILMEMBER COMMENTS Councilmember Amezcua: • Thanked Parks, Recreation and Community Services Executive Director Mouet and Santa Ana Business Council for coordinating event held December 14th; thanked colleagues for supporting event; • Attended annual Morrison Park holiday event; fun for the family with live animals and snow; and • Wished all happy holidays and prosperous New Year. Councilmember Reyna: • Look forward with next year's Navidad event; • Attended Artesia Filar annual Posada, fun family event and well attended; CITY COUNCIL MINUTES 16 DECEMBER 16, 2013 1 0A -16 • Happy Holidays to all; • Encouraged all to shop in Santa Ana. Councilmember Benavides: • Congratulated all on successful Navidad event and leadership of Councilmember Amezcua for spearheading event; • Reflected on meaning of Christmas; love and appreciate friends and family; • Asked all to shop in our City. Councilmember Martinez: • Thanked Councilmember Amezcua and Executive Director Mouet for organizing great event with little resources; hope to continue hosting event and include tree lighting ceremony in Downtown; • Support Sean Coolidge's efforts to re- establish a farmer's market in the City; work with local markets and businesses — access to fresh fruits and vegetables important and • Echoed comments on significance of Christmas or other religious observations during holiday season. Councilmember Sarmiento: • Thanked Councilmember Martinez for hosting Council Holiday gathering and Councilmember Amezcua for Navidad event; look forward to next year's events; • Asked City Attorney Carvalho to provide update on Mayor's allegations: o City Attorney Carvalho confirmed that she is reviewing allegations and impacts on ongoing city contracts; document intensive, but hope to complete review shortly; also, noted that matter is confidential while on- going; • Reported on difficult decision as representative on the Orange County Water District in which an unsolicited bid was received and considered to build a power plant in Anaheim; took position to oppose the lease; opined that decision will be adverse to residents; ultimately item approved by a 6 -4 vote; now company ability to proposed power plant to go before CA Energy and Edison for approval; will be providing regular updates • Wished all Merry Christmas, Happy Hanukah and Happy New Year. Mayor Pro Tern Tinajero: • Thanked and acknowledged 10 year service to the community of retiring Planning and Building Executive Director, Jay Trevino; • Congratulated Segerstrom High School's water polo team for CIF Championship; • Reflected on City's accomplishments in 2013; welcomed new city manager, service of those retiring and look forward to new year; • Welcome public input; thankful for working with colleagues; committed to representing the City; • Wished all a Happy Hanukah, Merry Christmas; enjoy time off and appreciate blessings. CITY COUNCIL MINUTES 17 DECEMBER 16, 2013 1 0A -17 Councilmember Martinez left the meeting at 8:03 p.m. ADJOURNED- 8:06 P.M. - The next meeting of the City Council is scheduled for Tuesday, January 7 2014 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Street Car Project Locally Preferred Alignment Public Hearing on Sexlinger Property Adoption of Strategic Plan • Harbor Blvd. Mixed -Use Plan CITY COUNCIL MINUTES 18 DECEMBER 16, 2013 1 0A -18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: ORDINANCE SECOND READING: SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 1990 -03 TO ALLOW AN EXTENSION OF TIME FOR A PORTION OF THE LAKE CENTER OFFICE PARK AT 3500 WEST LAKE CENTER DRIVE CITY MANAG RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER On December 16, 2013, the City Council introduced first reading and authorized publication of title for the following Ordinance by a vote of 6 -0 (Pulido absent): ORDINANCE NO. NS -2857 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND C.J. SEGERSTROM & SONS, A CALIFORNIA GENERAL PARTNERSHIP FISCAL IMPACT There is no fiscal impact associated with this action. � jy � � Maria D. Huizar, Clerk of the Council ATTACHMENT: Ordinance No. NS -2857 11 A -1 11 A -2 (ROH 12/16/13) ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND C.J. SEGERSTROM & SONS, A CALIFORNIA GENERAL PARTNERSHIP THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City 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. B. The City enters into this Second Amendment to Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. The Planning Commission has, following a duly noticed public hearing, on November 25, 2013, recommended approval of this Second Amendment to Development Agreement. D. The purpose of this Second Amendment to Development Agreement is to extend the term of the Development Agreement for an additional ten (10) years, for a total of thirty -five (35) years from the date of execution of the original Development Agreement. E. The project and the use that the owner 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 Second Amendment to 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. F. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. Ordinance No. NS -XXX Page 1 of 3 11 A -3 G. In accordance with the California Environmental Quality Act, the proposed request has been determined to be adequately evaluated in the previously certified Lake Center Specific Development Final Environmental Impact Report ER No. 1989 -01. H. The proposed project will not adversely affect the General Plan, as is expressly set forth in the Request for Council Action dated December 16, 2013, together with all supporting documents, which are incorporated herein by this reference. Section 2. The Second Amendment to Development Agreement, a true and correct copy of which is attached hereto as Exhibit 1, is hereby approved, and the City Manager and Clerk of the Council are authorized to execute it on behalf of the City with such non - substantive changes as may be authorized by the City Manager and City Attorney. The Clerk of the Council is hereby authorized and directed to cause this Second Amendment to Development Agreement to be recorded with the County Recorder's Office. Section 3. 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 , 2013. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Ryan 0. Hodge Assistant City Attorney Miguel A. Pulido Mayor 11 A -4 Ordinance No. NS -XXX Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 A -5 Ordinance No. NS -XXX Page 3 of 3 11 A -6 RECORDING REQUESTED BY: Clerk of the City Council City of Santa Ana WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M -30 P.O. Box 1988 Santa Ana. California. 9270 This document is exempt from payment of a recording fee pursuant to Goverment Code Sections 27383 and 6103 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA, a California municipal corporation, and C.J. SEGERSTROM & SONS, a California general partnership EXHIBIT 1 11 A -7 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT ( "Second Amendment ") is made and entered into this day of , 2013, by and between the CITY OF SANTA ANA ( "City "), a charter city and municipal corporation, and C.J. SEGERSTROM & SONS ( "Developer "), a California general partnership. City and Developer hereby agree as follows: A. 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 Developer in the development process. City enters into the Second Amendment pursuant to the provisions of the Government Code and applicable City policies. B. City and California Pacific Properties, a California General Partnership, previously entered into a Development Agreement dated October 15, 1990, recorded as Document No. 90- 625289 with the Recorder of the County of Orange ( "Development Agreement "). On February 23, 1995, a portion of the property covered by the Development Agreement was transferred to Developer by Grant Deed recorded as Document No. 95- 0099264 with the Recorder of the County of Orange. On June 20, 2005, the City and Developer entered into a First Amendment to Development Agreement ( "First Amendment "), recorded as Document No. 2005000625296 with the Recorder of the County of Orange, extending the term of the Development Agreement over Developer's portion of the property for ten (10) years from the date of execution of the Development Agreement. C. City and Developer again wish to amend the Development Agreement between the parties to extend the Development Agreement's term, which was originally fifteen (15) years, then twenty -five (25) years after adding ten (10) years with the First Amendment, by adding an additional ten (10) years, for a total of thirty -five (35) years from and after the date of execution of the Development Agreement, subject to express exceptions noted in the Development Agreement. D. The parties hereto acknowledge the following: 1. This Second Amendment is intended to assure adequate public facilities at the time of development. 2. This Second Amendment is intended to assure development in accordance with City's General Plan, applicable Specific Design Zoning and Capital Improvement Plan. This Second Amendment will permit achievement of goals and objectives as reflected in the City's General Plan and all applicable Specific Design Zoning. 4. Developer is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatory fees as conditions of approvals 11 A -8 through the regulatory process. 5. This Second Amendment will allow City to realize extraordinary and significant public infrastructure facilities and other supplemental benefits in addition to those available through the existing regulatory process. 6. Many of the extraordinary and significant benefits identified as consideration to City for entering into this Second Amendment represent benefits which would not otherwise be required as part of the development process. E. On November 25, 2013, the Planning Commission of the City ( "Planning Commission "), after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Developer's application for this Second Amendment. The Planning Commission recommended to the City Council of the City that it execute this Second Amendment. On December 16, 2013, the City Council of the City of Santa Ana ( "Council "), after providing notice as required by law, held a public hearing to consider the Developer's application for this Second Amendment. F. Property Affected by this Agreement. This Second Amendment pertains solely to the property as illustrated in Exhibit A -1 and Exhibit A -2 to this Second Amendment, which are incorporated herein by this reference as though fully set forth. G. Term. Section 4 of the Development Agreement is hereby amended to read, in its entirety, as follows: 4. Term. (a) The term ( "Term ") of this Development Agreement is thirty -five (35) years from the date of execution, subject to earlier termination as hereinafter provided. (b) Pursuant to Section 66452.6(a) of the California Subdivision Map Act, any tentative Subdivision Map approval for the Properly shall also be extended for a period equal to the period this Agreement remains in effect. H. Effect of Second Amendment. Exhibit A -1 and Exhibit A -2 to this Second Amendment shall supersede and replace the prior Exhibit A -1 and Exhibit A -2 to the Development Agreement introduced in the First Amendment. Except as necessary to implement the intent of this Second Amendment, the Development Agreement shall remain in full force and effect. In the event of a conflict, terms contained herein shall prevail over conflicting provisions of the Development Agreement. I. Effective Date Unchanged. The parties to this Second Amendment further agree that the effective date of the Development Agreement, set forth in paragraph 26 therein, is unaffected by this Second Amendment to the Development Agreement. 11 A -9 IN WITNESS WHEREOF, the parties have executed this Second Amendment the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO C.J. SEGERSTROM & SONS City Attorney A California general partnership By: By: Henry T. Segerstrom Management LLC, Ryan O. Hodge a California limited liability company, Assistant City Attorney Manager By: Manager OR By: Alternate Manager AND By: HTS Management Co., Inc., a California corporation, Manager By: Title: Sr. Vice President 4 11A -10 w N 5 O x w a 3 K U a W $ O U INb USIr#IAIL OFFICES Nrn)NO I AL CHAAIS FIELa DRIVE U.S. POSTAL OFFICE U.S, POSTAL CENTER NER -��- AVENUE city of Co a to Mesa AMENDMENT TO DA 90 -3 K a h 0 r, a e 'U a $ O U A C.J. SEGERSTROM.AND SONS 3500 WEST LAKE CENTER DRIVE SY SEGERSTROM PROPERTIES P L A N N I N 'd -A N D B U I L D I N G A G E N C Y EXHIBIT °'A -1" 11A -11 Exhibit "A -2 Legal Description All that certain real property located in the City of Santa Ana, County of Orange, State of California, and more particularly described as follows: Parcel A (Undeveloped Land): Parcel 1, in the City of Santa Ana, County of Orange, State of California, as per map filed in Book 121, pages 14 and 15 of Parcel Maps, in the Office of the County Recorder of said County. Excepting therefrom all oil, gas and mineral rights, but without the right of entry on the surface or within 500 feet thereof, as reserved by C. J. Segerstrom & Sons, a California general partnership, i4 that deed recorded September 30, 1980 in Book 13766, page 610 of Official Records. Also excepting therefrom that portion included within Tract No. 11420, in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 492, pages 6 through 9 of Miscellaneous Maps, in the Office of the County Recorder of said County. Parcel B (Undeveloped Land): Lot 1 of Tract No. 11420, in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 492, pages 6 through 9 of Miscellaneous Maps, in the Office of the County Recorder of said County. Excepting therefrom all oil, gas and mineral rights, but without the right of entry on the surface or within 500 feet thereof, as reserved by C. J. Segerstrom & Sons, a California general partnership, in that deed recorded September 30, 1980 in Book 13766, page 610 of Official Records. Parcel C (Undeveloped Land): Parcel 2 of Parcel Map No. 84 -876, in the City of Santa Ana, County of Orange, State of California, as per map filed in Book 196, pages 22, 23 and 24 of Parcel Maps, in the Office of the County Recorder of said County. Excepting therefrom all oil, gas and mineral rights, but without the right of entry on the surface or within 500 feet thereof, as reserved by C. J. Segerstrom & Sons, a California general partnership, in that deed recorded September 30, 1980 in Book 13766, page 610 of Official Records, 11A -12 Parcel D (Developed Land): Parcel 1 of Parcel Map No. 84 -876, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed in Book 196, pages 22 to 24 inclusive of Parcel Maps, in the Office of the County Recorder of said County. Excepting therefrom all oil, gas and mineral rights, but without the right of entry on the surface or within 500 feet thereof, as reserved by C. J. Segerstrom & Sons, a California general partnership, in that deed recorded September 30, 1980 in Book 13766, page 610 of Official Records. Parcel E (Private Street and Driveway) Lots A,13 and C of Tract No. 11421, in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 505, pages 20 to 22 inclusive, of Miscellaneous Maps, in the Office of the County Recorder of said County. 11A -13 11A -14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: ORDINANCE SECOND READING: AMENDMENT APPLICATION NO. 2013 -01 TO REZONE NINE PROPERTIES FROM SINGLE - FAMILY RESIDENCE (R1) AND TWO- FAMILY RESIDENCE (1112) TO ARTERIAL COMMERCIAL (C5) AT 1729 TO 2011 NORTH GRAND AVENUE CITY MANAGER RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION 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 On December 16, 2013, the City Council introduced first reading and authorized publication of title for the following Ordinance by a vote of 6 -0 (Pulido absent): ORDINANCE NO. NS -2858 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING NINE PROPERTIES LOCATED BETWEEN 1729 AND 2011 NORTH GRAND AVENUE FROM SINGLE - FAMILY RESIDENCE (R1) AND TWO- FAMILY RESIDENCE (R2) TO ARTERIAL COMMERCIAL (C5) (AA NO. 2013 -01) FISCAL IMPACT There is no fiscal impact associated with this action. ;) Maria D. Huizar, Clerk of the Council ATTACHMENT: Ordinance No. NS -2858 1113-1 11 B -2 ORDINANCE NO. NS- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING NINE PROPERTIES LOCATED BETWEEN 1729 AND 2011 NORTH GRAND AVENUE FROM SINGLE - FAMILY RESIDENCE (R1) AND TWO- FAMILY RESIDENCE (R2) TO ARTERIAL COMMERCIAL (C5) (AA NO. 2013 -01) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. Amendment Application No. 2013 -01 has been filed by the City of Santa Ana to change the zoning district designation of certain real property located at 1729 to 2011 North Grand Avenue from Single - Family Residence (R1) and Two - Family Residence (R2) to Arterial Commercial (C5). B. This clean -up action re -zones nine parcels in order to create consistency between the properties' zoning designations and General Plan land use designation of General Commercial (GC) and will create consistency between the zoning and the commercial land uses that occupy the majority of properties that comprise the entire project site. C. The Planning Commission of the City of Santa Ana held a duly noticed public hearing on November 25, 2013, on Amendment Application No. 2013 -01 and decided to recommend that the City Council adopt an ordinance approving Amendment Application No. 2013 -01, which is consistent with the General Plan. D. This Council, prior to taking action on this ordinance, held a duly noticed public hearing on December 16, 2013. E. The City Council also adopts as findings all facts presented in the Request for Council Action dated December 16, 2013 accompanying this matter. F. For these reasons, and each of them, Amendment Application No. 2013 -01 is hereby found and determined to be consistent with the 11 B -3 General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15061(b)(3), which is a general rule exemption applying to projects that have no possibility of having a significant effect on the environment. Categorical Exemption Environmental Review No. 2011 -69 will be filed for this project. Section 3. The real property located at 1729, 1735, 1745, 1805, 1821, 2003, and 2011 North Grand Avenue in Santa Ana is hereby reclassified from Single - Family Residence (R1) and Two - Family Residence (R2) to Arterial Commercial (C5). An amended Sectional District Map, showing the above described change in use district designation, is hereby approved and attached hereto as Exhibit "A" and incorporated by this reference as though fully set forth herein. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that 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 , 2013. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney M Ryan O. Hodge Assistant City Attorney 11 B -4 Miguel A. Pulido Mayor AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11B-5 Al FAIRHAVEN AV o Q F 6 ~ GRO .NTSr - FRPN�NAY a P C6 lllj� lillpil lllq� LFf.EXSFxPV. 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CtARA.l a At a GANTREU RNAV IN 3 At xVFFPLO pv All �. a R1 CIL ED AVALGN AV 3 sVALORAV Al Al _ AYALO9 nv A G RI _ At R1 -_ e G 5 R1 — wRioli.av TwxpAV cnRt o— M— R1. r, o RI - 2. CnTALxAAV nsrsT GILT. At nsT Sr RI At p R1 Sts A1rsr .. .,NAT - R1 -RITH RI R1 SI p evlsr R1 C5 Y R1 "I NT > IN Q Rt 0 c IEN.Av .Gt C6 Al FAIRHAVEN AV o Q F 6 ~ GRO .NTSr - FRPN�NAY a P C6 Z G RI R1 E lem sr G co n R1 nut H U' ®' U P ? P P CS i C6 - C6 IF p 17TH ST 17TH ST SECTIONAL DISTRICT MAP 5.5 -9 A ADOPTED BY THE SANTA ANA CITY COUNCIL, JUNE 1, 19598YOROINANCE NS -7)3 lllj� lillpil lllq� lll� 1111111111111 Pill iiiiiiii iiiiiii� 11 1111111 Al _ SPNTAGLARAPV PLANNING DIVISION 60, MINI MUM FRONUMA E SANTA CLAGP AV GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DISTRICT PD ul '� F UFFPLO.PV , , PARKING MODIFICATION -F la IN PLANNED RESIDENTIAL DEVELOPMENT H STHEOFFIOALSECTENAL euFFPwav a R1 GC GOVERNMENTCENTER R1 SINGLE - FAMILY RESIDENCE gsWICi MAVOVmECmovsArrAANA. aPVgLAXPV At M1 LIGHTINDUSTRIAL R2 At w MAUuo RZEDDYGTYGWNCx AGE011 -'RlAI C6 GENERAL COMMERCIAL o Pv� R1 R3 MULTIPLE- FAMILY RESIDENCE A.. A 03 a At MO MILITARY OPERATIONS R4 At No su ixusvcnoxuwsml<T C3 -A CENTRAL BUSINESSARTISTS' VILLAGE 0 OPEN SPACE QQ 'iI Rt RESIDENTIAL ESTATE sy .a cnrwxaav SAV CAMNOAV -0Z - cnTR11 nAAv SO SPECIFIC DEVELOPMENT REVIxG RI f ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN vuNxwa +emweu�Gwcr OR COMMERCIAL RESIDENTIAL POD CFiAUXPAV PEPRHwOOGwL R1 % At =Rt r. E�R1 S R1, ,g vwmwooDw R1 Q Al msr RIF msr Z H c At � Z G RI R1 E lem sr G co n R1 nut H U' ®' U P ? P P CS i C6 - C6 IF p 17TH ST 17TH ST SECTIONAL DISTRICT MAP 5.5 -9 A ADOPTED BY THE SANTA ANA CITY COUNCIL, JUNE 1, 19598YOROINANCE NS -7)3 lllj� lillpil lllq� lll� 1111111111111 Pill iiiiiiii iiiiiii� 11 1111111 1111111 illiqlill llllj� iiiiiiii Yam PREPARED BY THE PLANNING DIVISION 60, MINI MUM FRONUMA E At GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DISTRICT PD PLANNED DEVELOPMENT -6000 MINIMUMLOTAREA .B PARKING MODIFICATION -F FLOORAREARATIO RED PLANNED RESIDENTIAL DEVELOPMENT H STHEOFFIOALSECTENAL C1 COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R1 SINGLE - FAMILY RESIDENCE gsWICi MAVOVmECmovsArrAANA. ClWO COMMUNITY COMMERCIAL- MUSEUM DISTRICT M1 LIGHTINDUSTRIAL R2 TWO - FAMILY RESIDENCE MAUuo RZEDDYGTYGWNCx AGE011 -'RlAI C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL R3 MULTIPLE- FAMILY RESIDENCE xEREerATTESr "TINISMnPIeAPME 03 CENTRALBUSINESS MO MILITARY OPERATIONS R4 SUBURBAN APARTMENT No su ixusvcnoxuwsml<T C3 -A CENTRAL BUSINESSARTISTS' VILLAGE 0 OPEN SPACE RE RESIDENTIAL ESTATE sy .a C4 PLANNED SHOPPING CENTER -0Z OVERIUYZONE SO SPECIFIC DEVELOPMENT REVIxG C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN vuNxwa +emweu�Gwcr OR COMMERCIAL RESIDENTIAL POD PLANNED COMMUNITY DEVELOPMENT c.er.,rc D.rc 6iy9 NPI REVISED 5907 lllj� lillpil lllq� lll� 1111111111111 Pill iiiiiiii iiiiiii� 11 1111111 1111111 illiqlill llllj� iiiiiiii Yam PREPARED BY THE PLANNING DIVISION CITY OF SANTA ANA, CALIFORNIA REVISED 5907 0 • • CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: DESTRUCTION OF OBSOLETE CITY RECORDS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: FRET-0005"S' ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve the requests for the destruction of obsolete records from City departments in accordance with the retention schedule outlined in City Council Resolution 2013 -014. DISCUSSION On April 1, 2013, the City Council approved a Resolution outlining the records retention schedule for the agencies, departments, and offices of the City. City records are governed by the Public Records Act which provides the period in which records need to be retained. The Citywide Records Team compiled the Citywide Records Retention Schedule which sets forth the retention period for a particular record. The Municipal Code requires that the destruction of a City record be approved by the City Attorney. In accordance with Section 513 of the Citywide Records Retention Schedule Resolution, the City Attorney has approved the list of records proposed for destruction from the departments as outlined in the attached documents. FISCAL IMPACT There is no fiscal impact associated with this item. Attachments 19C -1 19C -2 MEMORANDUM To: Laura Sheedy, Assistant City Attorney City Attorney's Office From: Mark Lawrence, Assistant to the City Manager Date: January 2, 2014 Re: REQUEST FOR DESTRUCTION OF RECORDS The City Manager's Office requests your consent to destroy city records on the attached listing, in accordance with the retention schedule outlined in City Council Resolution 2013 -014. Thank you. 19C -3 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE CITY MANAGER'S OFFICE 2014 RECORD RECORD RECORD EXPIRATION CATEGORY SERIES DESCRIPTION DATES Chronological Files Staff Memoranda and Correspondence January 1, 2012 and prior Correspondence/ January 1, Chronological Files Councilmember Self- explanatory 2012 and prior Council Requests Mayor Inquiries processed for Mayor January 1, 2012 and prior Wards 1 through 6 Inquiries processed for Councilmembers January 1, 2012 and prior Correspondence General Correspondence Self- explanatory January 1, 2012 and prior Staff Inquiries processed for Staff January 1, 2012 and prior Monthly Status City Manager Self- explanatory January 1, Reports 2012 and prior Payroll Records Council /Staff Self- explanatory January 1, 2012 and prior January 1, Travel Folders Council /Staff Self- explanatory 2012 and prior APPROVE: David Cavazos Date City Manager RECORDS DESTROYED: Volume Weight in Cubic Feet in Pounds 19C -4 CONSENT: Sb is R. Carvalho Date City Attorney AUDITED BY: Mark Lawrence D Assistant to the City Manager Memorandum .T To: Maria D. Huizar, Clerk of the Council From: Records Manager Christina Holland Date: 12/11/2013 "' Z5 �m ;Vito. Re: Records Destruction Request - Attached is request from the Police Personnel Division to destroy records in accordance with the City's Records Destruction Policy. If you have any questions or concerns, please feel free to contact me at x8620. Thank you. Christina Holland Santa Ana Police Department, Police Records Manager i 19C -5 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE POLICE DEPARTMENT Division Name: POLICE PERSONNEL SECTION Record Category Record Series Record Description Record Dates Applicant Files By Name Separated Employees Jan - Dec 2008 (additional files) Volunteers By Name Separated Volunteer Employees Jan — Dec 2008 Prepared by: Name: Pati Ridge Title: Sr. Clerical Aide Date: October 15, 2013 Number of Separated Employee files to be destroyed: 27 Number of Volunteer files to be destroyed: 9 Carlos Rojas, Ac ig -Oliief of Police Police Department APPROVED BY: a Sonia R. R. Carvalho City Attorney Records destroyed by: Date of destruction: 0WO Date Print Name & Badge # Signature Once your records have been destroyed return this form to the Records Manager and keep a copy of this form for your files. Page 1 of 1 19C -6 SEPARATED EMPLOYEES 2008 AGREDANO, WENDY MAR. LODGE, STEVEN DEC. ANG, GRACE JUNE LOPEZ, RIGO MAY BEAUMARCHAIS, DAN DEC. LOYA, RUBY MAY BERNIER, HILDEBRAND APRIL MORALES, BELEN MAY BISHOP, MARK AUG. OCHOA, ANTONIO DEC. CARBINE, JULIE JUNE OROPEZA, MATTHEW AUG. CHOE, NAK APRIL RODARTE, ROBIN OCT. CISNEROS, DAVID JAN. RODRIGUEZ, BENNY SEPT. GARCIA, JORGE JULY SERRATO, RICHARD OCT. GONSALVES, PAUL OCT. STILLS, KENNETH SEPT. GOROSPE, SUSAN FEB. URTEZ, ALEX MAY GRISWOLD, MARIA MAR. WARD, DAVID DEC. HART, DANIEL MAR. WHITLEY, BRIAN SEPT. HENRY, TOD OCT. VOLUNTEERS SEPARATED 2008 FISHER, ANGELA JUNE GOODMAN, PHILLIP JUNE KARSON, MICHAEL ANDREW KINNEY, FRANCES RAMOS, YVONNE RAUSCH, JACK JUNE ROLAND, CHARLES JUNE TURNER, WENDI VASQUEZ, REYES processed for Debbie Lampman by Pati Ridge 10/14/13 19C -7 19C -8 X01110111111114 0• =• •► CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: APPROPRIATION ADJUSTMENT ACCEPTING PROP 69 DNA FUNDING CITY MANAGER RECOMMENDED ACTION 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 Approve an appropriation adjustment recognizing Prop 69 DNA reimbursement funds in the amount of $30,508 in Police Special Revenue account (no. 02414002 57000) and appropriate same into the Police Special Revenue expenditure account (no. 02414410 63001) for reimbursement of costs associated with DNA collection. DISCUSSION In November 2004, California voters passed the Proposition 69, "DNA Fingerprint, Unsolved Crime and Innocence Protection Act" to expand and modify state law regarding the collection and use of criminal offender DNA samples and palm print impressions. The California Penal Code was modified and states that each agency is responsible for the collection and management of DNA samples. On January 1, 2009, per Prop 69, agencies became responsible for collecting DNA samples from all adult felony arrestees. The Department's Forensic Services Section is responsible for the evaluation and collection of all crime scene DNA samples. It is also tasked with the management of DNA cases, including the tracking of all department initiated analysis requests and all related DNA analysis results. Prop 69 provides for the reimbursement of some of the expense associated with these increased DNA collection demands. The Police Department's 2012 Prop 69 allocation of $30,508 includes $19,412 for DNA collection reimbursement and $11,096 to replace a refrigerator /freezer units used to store DNA samples. 20A -1 Appropriation Adjustment — Prop 69 January 7, 2014 Page 2 FISCAL IMPACT The appropriation adjustment will recognize $30,508 in Prop 69 funding in Police Special Revenue account (no. 02414002 57000) and appropriate same into the Police Special Revenue expenditure account (no. 02414410 63001) for reimbursement of costs associated with DNA collection. Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez / Executive Director ®� Finance and Mgmt. Services Agency 20A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: REQUEST TO APPLY FOR NATIONAL ENDOWMENT FOR THE ARTS, OUR TOWN GRANT !. CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ET-J-TZTOW�111 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2 n Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize staff to respond to the National Endowment for the Arts, Our Town grant to request funding to study opportunities for Cultural Planning, Arts Engagement and Design in Santa Ana. DISCUSSION The National Endowment for the Arts (NEA) was established by Congress in 1965 as an independent agency of the federal government. To date, the NEA has awarded more than $4 billion to support art in communities nationwide. The Our Town grant will provide a limited number of grants, ranging from $25,000 to $200,000, for various placemaking projects that contribute toward the livability of communities with the arts at their core. Example projects consist of cultural planning including the development of master plans or community -wide strategies for public art as well as design projects that include art and arts infrastructure. The City will play a key role in the application for this grant but will be partnering with the United Artists of Santa Ana to assist with both the grant application preparation and ultimate administration of the funding should the city be awarded a grant. This public private partnership is required for all Our Town applications and is recommended to be a partnership between a local government entity and non - profit artist organization. The pursuit of this grant continues to show the City's support for the arts community. The Our Town grant and subsequent projects and programs will result in measurable community benefits, such as growth in overall levels of social and civic engagement; arts- or design- focused changes in policies and regulations and job growth /revenue increases in the community. 21A-1 Request to Apply for NEA, Our Town Grant January 7, 2014 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. 9 J Trevino Executive Director Planning & Building Agency MF:rb Mf\reports \RFCA- NEA Our Town - Request to apply for funding 21A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: CONFIRM THE ARTISTS SELECTED BY THE UTILITY CABINET PILOT ART PROGRAM SELECTION COMMITTEE CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F-IT510T40cri, ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute agreements with the artists recommended by the Utility Cabinet Pilot Art Program Selection Committee to paint seven utility cabinets in the downtown, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION At the July 15, 2013 meeting, members of the City Council expressed interest in exploring opportunities for public art specifically, art on utility cabinets. To further study this issue the Mayor established a Public Art Ad -Hoc Committee consisting of Councilman Benavides, Councilman Reyna and himself to review opportunities for public art in Santa Ana. After several meetings with staff regarding best practices for implementing a pilot program, a call for artists was released on October 16, 2013 and funding for this program was approved by the City Council the November 4, 2013 meeting. The artists' deadline for submitting was November 6, 2013. The project received broad interest in the community and resulted in over 130 submissions from 66 artists. The selection committee, which included representatives from both the arts and business community reviewed the submissions and met on December 5, 2013 to discuss their selections and recommend the artists /renderings that would paint the first seven utility cabinet art projects in the downtown. Each of the recommended artists meets the criteria of living, working or studying in Santa Ana and was selected based on their artistic excellence and work experience (Exhibits 1 -7). The recommended artists and works are as follows (in no particular order): 25A -1 Utility Cabinet Art Pilot Program January 7, 2014 Page 2 Artist Tidq a Submission Utility Cabinst Location Michael Ziobrowski The Golden City Third Street and Main Street Kimberly Duran Above the Clouds First Street and Main Street Dino Perez I'm Going Your Way Fourth Street and Bush Street Alicia De Leon Santa Ana Winds Fifth Street and Broadway Federico Medina We Are Santa Ana Fourth Street and Broadway Roger Eyes Life in the Golden City Fourth Street and Main Street Eddie De La Barca Koi — Peace and Serenity Third Street and Broadway If confirmed by the City Council, the next steps will be to schedule a meeting with the selected artists to sign Artist Agreements, receive instructions from the Public Works Agency regarding preparation and painting of the utility cabinets and scheduling project kick -off and completion dates. Following the completion of this initial phase of the pilot program staff will begin soliciting artists for the second phase which will be to select seven additional utility cabinets citywide, one in each Council ward to be selected by each respective Councilmember and an at -large location to be selected by the Mayor. FISCAL IMPACT There is no fiscal impact associated with this action. ay . Trevino Executive Director Planning & Building Agency MF:rb mAreports \Utility Cabinet Pilot Program — RFCA_1 -7 -2014 Edwin "William" G Wez, P. E. Interim Executiv6 Director Public Works Agency Exhibit: 1. Michael Ziobrowski —The Golden City 2. Kimberly Duran — Above the Clouds 3. Dino Perez — I'm Going Your Way 4. Alicia De Leon — Santa Ana Winds 5. Federico Medina — We Are Santa Ana 6. Roger Eyes — Life in the Golden City 7. Eddie De La Barca — Koi — Peace and Serenity 25A -2 a O Utility Box Art Pilot Project ARTIST APPLICATION Ana Below is a template of a typical utility box showing four sides and the top. Use this template to illustrate your color rendering(s). You may enlarge the template as needed. Unique colors and bold graphics work well, along with the bright images that compliment pedestrian activity. The Selection Committee will use this submittal along with the application to select the winning artists. W 0 U) H Z O dr LL w 0 U) Y U Q ro Note: The dimensions of the template may not accu2 &fl_yall utility boxes; proposed designs must be adjustable. a H E Utility Box Art Pilot Pro ARTIST APPLICATION Design Templete _ Belau is a template of a typical utility box showing four sides and the top. Use this template to illustrate your color rendering(s). You may enlarge the template as needed. Unique colors and bold graphics work well. along with the blight images that compliment pedestrian activity- The Selection Committee will use this submittal along with the application to select the winning artists. W 0 i- z 0 v_ w 0 x co Cl Note: The dimensions of the lempiate may not accurately reflect aft utility boxes: proposed designs must be adjustable. 25A -4 Q H EXHIBIT 3 25A -5 W O Ln z O cr- LL w O IL 0 I- i Utility Box Art Pilot P ARTIST APPLICATION Below is a template of a typical utility box showing four sides and the top. Use this template to illustrate your color rendering(s). You may enlarge the template as needed. Unique colors and bold graphics work well, along with the bright images that compliment pedestrian activity. The Selection Committee will use this submittal along with the application to select the winning artists. '1 Cl ��r1��``•; /ry. N f0 w 0 Q N E O / ��.: N r — EXHIBIT 4 Note: The dimensions of the template may not accurately reflect all utility boxes; proposed designs must be adjustable. 25A -6 Utility Box Art Pilot Project City of Santa Ana ARTIST APPLICATION Design Template Below is a template of a typical utility box showing four sides and the top. Use this template to illustrate your color rendering(s). You may enlarge the template as needed. Unique colors and bold graphics work well, along with the bright images that compliment pedestrian activity. The Selection Committee will use this submittal along with the application to select the winning artists. D U) Zw r ° CO z - r c w w t Y m C: U Q LL N m E j cz U) z p ro EXHIBIT 5� H Note: The dimensions of the template may not accun2q6 gefl_eyall utility boxes; proposed designs must be adjustable. S F 4LL o '' ! o Zw r ° CO z - r c w w t Y m C: U Q LL N m E j cz U) z p ro EXHIBIT 5� H Note: The dimensions of the template may not accun2q6 gefl_eyall utility boxes; proposed designs must be adjustable. :1 "J 11)-. .q :s IL. t 2 Utility Box Art Pilot Pr� �'v a1 Sarw Ans ARTIST APPLICATION ppE *gn TOMPtili 1s4rC+ 0lb 4 ��' (SAP ►�k-4 WA ", ILV a FtMars rs tt ten�{ate d a typ,cs: ubi#t i�u. Yti� v r � as n lk+Vo� cc+5+s a� riint^rAs y+lr cc4� rt�rde�npitlt !'a: rhPy enlar' t1+t ice+ yKth ttX t•Qft r"� that tiv'Vwnk"d peAx y t�+t� T!,r t�tld Qratw.:a Note wMa a#xw . irrr tt7 stagy' .. r w tiflaGt�on [Pnq*ui1b�` K . .i• -� r�i,e f..�t+nR1►' 3kxtJ w�� tax 8i� _/t . Nils" EXHIBIT 6 25A -8 raphics work well, along with the bright images that compliment Pedestrian activity. colors The :ion Committee will use this submittal along with the application to select the winning I X 2 W_ V t w r ��' ! I . I I -I f: -- . T in 4 v F .r - ILI W 0 W F— Z O LL 11J 0'^ vJ u EXHIBIT 7 ensions of the template may not accurately reflect all utility boxes, proposed designs must be adjustable 25A -9 25A -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: RENEW AGREEMENTS FOR REHABILITATION OF WATER WELLS CITY MANA ER i � R ? • CLERK OF COUNCIL USE ONLY: 99RO A ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute third amendments to the agreements with Orange County Pump Corporation, and Bakersfield Well and Pump Company, subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide water well rehabilitation services, in an annual aggregate amount not to exceed $300,000, subject to non - substantive changes approved by the City Manager and City Attorney. Approval of this recommended action will allow for continued rehabilitation of the City's drinking water supply. The Public Works Agency operates 20 active water wells and seven water pumping stations to supply the city's drinking water. Staff has determined that, through rehabilitation, the efficiency of a majority of the water wells can be increased. Completion of the work will result in the wells producing more water while using less electricity. These third amendments are the final of three possible one -year renewals. On February 7, 2011, the City Council awarded contracts to both Orange County Pump Company, and Bakersfield Well and Pump Company with provisions for three one -year renewals. Both vendors have performed well during the past contract period and provided very responsive service to the City. In addition, both vendors provide specialized pump maintenance services that are periodically necessary. 25B -1 Renew Agreements for Rehabilitation of Water Wells January 7, 2014 Page 2 FISCAL IMPACT Funds are available in the Water Utility Water Production & Supply account (No. 06017640- 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Edwin "Williae G ez, P.E. Francisco Gutierrez s Interim Executive Director Executive Director < Public Works Agency Finance & Management Services Agency EWG /NS /CB Exhibits: 1. Third Amendment to Agreement with Orange County Pump Company 2. Third Amendment to Agreement with Bakersfield Well and Pump Company 25B -2 THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT is entered into on January 7, 2014, by and between Orange County Pump Corporation, a California corporation ( "Contractor ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS: A. The parties entered into Agreement A- 2011 -031, dated February 7, 2011, (hereinafter "Agreement ") by which Contractor has provided water well and booster pump maintenance and repair services. B. By Amendment dated March 5, 2012, and January 7, 2013, the City the parties extended the term of said Agreement. C. In accordance with the terms and conditions of the Agreement, the City hereby exercises its third option to renew, and the parties agree to add compensation to pay for services during the extended term of said Agreement. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Third Amendment to Agreement, the parties agree as follows: Section 2.a., COMPENSATION, shall be deleted in its entirety and replaced with the following: "a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B -1, attached hereto and incorporated by this reference. The total sum to be expended among all contractors providing these services shall not exceed $300,000.00, annually, during the term of this Agreement." 2. Pursuant to Section 3, TERM, the City hereby exercises its option to renew the term for an additional one -year period, through December 31, 2014. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. N 5I�31 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO City Attorney IN Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager ORANGE COUNTY PUMP CORPORATION CHRIS BROWN President 25B -4 EXHIBIT B -1 Fee Schedule 1/1/14 — 12/31/14 25B -5 Exhibit B -1 Orange County Pump Rate Schedule City of Santa Ana rz1-1.x0ia t.1tmN This Sheet Reflects current labor rates for OC Pump, any additional materials for wells, pumps, piping, or valves would be additional Rates shown effective January 1st 2014 Thru December 31st 2014 r THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT is entered into on January 7, 2014, by and between Bakersfield Well and Pump Company, a California corporation ( "Contractor ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS: A. The parties entered into Agreement A- 2011 -032, dated February 7, 2011, (hereinafter "said Agreement') by which Contractor has provided water well and booster pump maintenance and repair services. B. By Amendments dated March 5, 2012, and January 7, 2013, the parties agreed to extend the term of said Agreement. C. In accordance with the terns and conditions of the Agreement, the City hereby exercises its third option to renew, and the parties agree to add compensation to pay for services during the extended term of said Agreement. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Third Amendment to Agreement, the parties agree as follows: 1. Section 2.a., COMPENSATION, shall be deleted in its entirety and replaced with the following: . "a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B -1, attached hereto and incorporated by this reference. The total sum to be expended among all contractors providing these services shall not exceed $300,000.00, annually, during the tern of this Agreement." 2. Pursuant to Section 3, TERM, the City hereby exercises its option to renew the tern for an additional one -year period, through December 31, 2014. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. L06itZ IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager BAKERSFIELD WELL AND PUMP COMPANY JOHN ZIMMERER Vice- President � c . EXHIBIT B -1 Fee Schedule 1/1/14 - 12/31/14 259 -9 Exhibit B -1 BAKERSFIELD WELL & PUMP CO. • 7272 FraiNala Ave. • Bakorsfiold, CA 93308 • (667) 39 &9661 FAX (667) 8939647 PUMP REMOVAL / INSTALLATION SERVICES (A) DESCRIPTION UNIT 1A MOBILIZATION (per vehicle /crew) LS 2A PUMP RIG & CREW HR NON - PREVAILING PREVAILING 300.00 $ 300.00 $ 275.00 $ 350.00 3A 12 -TON HYDROCRANE & CREW LS $ 180.00 $ 300.00 4A DEMOBILIATION (per vehicle /crew) LS $ 300.00 $ 300.00 DESCRIPTION WELL / PUMP REPAIR SERVICE (B) I IAIIT 1 B GENERAL SHOP LABOR HR `aw�r:�y:uu�y:r•»:���ai:l IV 3B SHOP WELDING HR RATE $ 55.00 REPAIRS & INSPECTIONS $ 75.00 (DURING BUS. HOURS) HR $ $ 80.00 4B ON -SITE MECHANICAL REPAIRS & INSPECTIONS (DURING BUS. HOURS) HR $ 125.00 5B ON -SITE EMERGENCY MECHANICAL REPAIRS (AFTER BUS. HOURS) HR $ 200.00 6B WELL VIDEO SURVEY EA $ 1,100.00 NON - PREVAILING PREVAILING 7B WELL REHAB (SCRATCH & BAIL) HR $ 250.00 $ 350.00 ALL HOURS OVER BHOURS @ TIME & A HALF SATURDAY RATES @ TIME & A HALF SUNDAY & HOLIDAY RATES @ DOUBLE TIME AS NEEDED PARTS AND MATERIAL WILL BE MARKED UP 15% PRICES VALID UNTIL 12/31/2014 Ruben Baltierra Estimator/ Project Manager 25B -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AGREEMENT FOR MERCHANT PAYMENT SERVICES WITH TRANSFIRST, LLC CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: usage-Iwo, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the attached agreement with TransFirst LLC, approving compensation not to exceed $70,000 annually, for two one -year terms commencing October 1, 2013 and continuing through September 30, 2015, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency Treasury Division is responsible for maintaining all banking related services for the City. Since 1997, the Treasury Division embarked on a program to allow for payment of services through the use of credit cards. Currently, customers are able to use a credit card to pay City of Santa Ana fees or charges. Acceptance of a credit card as a form of payment involves utilizing a merchant service company. TransFirst presents MasterCard and Visa transactions on behalf of the City for all credit card payments made at City facilities including City Hall, kiosk, Police Department and Recreation and Community Services. On March 12, 2012, City Council authorized the moratorium of the credit card processing fee to promote on -line payments and gain payment processing efficiencies in the Treasury Division. Since 2012 the number of on -line payments has increased by 50 %. Furthermore, during this last year the Treasury Division negotiated the reduction of the TransFirst, LLC discount fee from 1.5% to 0% resulting in an annual savings of over $55,000 which has helped offset City costs. TransFirst has agreed to maintain the reduced rates for the term of this agreement. Given the vendors past performance and cost savings associated with the removal of the discount fee, staff recommends retaining TransFirst for merchant services. 25C -1 Agreement for Merchant Services with TransFirst, LLC January 7, 2014 Page 2 FISCAL IMPACT Funds are budgeted and available in various department accounts (various - 62300). Francisco Gutierrez S� Executive Director Finance & Management Services Agency Exhibit 1 Rate Review Agreement 25C -2 EXHIBIT A RATE REVIEW AGREEMENT 25C -3 CONSULTANT AGREEMENT THIS AGREEMENT, dated as of this day of January 2014 by and between TransFirst, LLC, (hereinafter "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 (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of payment processing. B. The City acknowledges that it has received prior payment processing services from Consultant prior to the date of this Agreement and intends this Agreement to cover payment for prior unpaid services commencing as of October 1, 2013. C. Consultant represents that Consultant is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting finn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform credit card processing services according to the rates set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $ 70,000.00 annually during the term of this Agreement. For purposes of computing the 12 -month period, the City acknowledges invoices for services rendered from October 1, 2013 through the effective date of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Exhibit A 25C -4 3. TERM This Agreement shall commence on the date first written above and terminate on September 30, 2015, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. WAIVED b. Business automobile liability insurance. WAIVED c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to 250 -5 have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 25C -6 telef tesirnile (714) 647 -6956 With courtesy copies to: Christine Duarte, Treasury Manager City of Santa Ana 20 Civic Center Plaza (M14) P.O. Box 1968 Santa Ana, CA 92702 -1968 Fax 714 - 647 -5304 Email: cduarteksanta- ana.org To Consultant: TransFirst LLC 12202 Airport Way, Suite 100 Broomfield, CO 80021 (631) 840 -6912 Attn: Peter Lucatuorto A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25C -7 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of perfonmance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services 25C -8 hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Jose Sandoval Chief Assistant City Attorney RECOMMENDED FOR APPROVAL Francisco Gutierrez Executive Director of Finance and Management Services CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT (NAME) (TITLE) Employer ID # or Individual SS # 25(o -9 Merchant March; Conti Rate Review Agreement Date of Request: 1 2/28/2013 Performed By: 1 Peter Lucatucrto I Current Rates & Fees Discount Rate: 1.50% Per Item Fee: $0.00 TransLink Monthly Fee: $0.00 $100,000 Breach Covera e: $0.00 Monthly Statement Fee: $5.00 Annual Fee: $0.00 V -M /C -Disc Auth Fee $0.25 Voice Auth $0.45 Retrieval Request $4.50 Char eback Fee $15.00 Monthly Service Fee $15.00 Pin Debit Trans Fee $0.25 Amex Auth Fee $0.25 Date Proposed: 2/28/2013 Date Accepted: Proposed Rates and Fees: Discount Rate: 0.00 Per Item Fee: $0.00 TransLink Monthly Fee: $0.00 $100,000 Breach Coverage: $0.00 Monthly Statement Fee: $0.00 Annual Fee: $0.00 V -M/C -Disc Auth Fee $0.25 Voice Auth $0.45 Retrieval Request $4.50 Char eback Fee $15.00 Monthly Service Fee $15.00 Pin Debit Trans Fee $0.25 Amex Auth Fee $0.25 Proposed rates are valid for 30 days. Rates are subject to change based on Visa/MasterCard /Discover Interchange increase(s). In consideration of TransFirst's agreement to lower Merchant's rates as described above, Merchant agrees that: (A) the Initial Term of Merchant's Merchant Processing Agreement will continue until the First (1st) anniversary of the date Merchant executes this form and will automatically renew for successive one (1) year periods (each a "Renewal Term "), unless a party to the Merchant Processing Agreement provides the other parties with notice of its intent not to renew this Agreement at least Thirty (30) days prior to the expiration of the then current term; and (B) termination of the Merchant Processing Agreement prior to expiration of the Initial Term or any Renewal Term shall result in the assessment of an account termination fee against Merchant in an amount equal to the greater of (i) the average monthly processing fees charged to Merchant for the previous 12 months (or such shorter time if the merchant has processed for less than 12 months) multiplied by the number of months remaining under the Merchant Processing Agreement, or (ii) $500. Merchant acknowledges and agrees that the damages above are riot a penalty, but rather a reasonable computation of the financial harm caused by the early termination of the Merchant Processing Agreement by the Merchant. Any modifications or alterations, handwritten or otherwise, to this document deems proposed rate quote null and void. Printed Name of Authorized Signer: Signature: Date: 25C -10 Please tax signed agreement to (303) 482.0407 25C -11 25C -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AGREEMENT AMENDMENT WITH KNOWLWOOD ENTERPRISES, INC. FOR FOOD CONCESSION SERVICES AT THE SANTA ANA ZOO CITY MANAGER RECOMMENDED ACTION 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 Authorize the City Manager and Clerk of the Council to execute an agreement amendment with Knowlwood Enterprises, Inc., for a two year extension, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Zoo at Prentice Park receives 275,000 visitors annually. To enhance the visitor experience, the Zoo food concession provides a variety of hot and cold meals, beverages, and snack food items. Food concessions are well- received by Zoo patrons, and the Zoo's food concession facility is designed to service customers both inside the Zoo and outside the Zoo. In addition, the Zoo has a large private picnic area and 150 -seat amphitheater that is suitable for private parties up to 500 people. Rental areas are often used for catering private and company picnics and after -hours events operated by the City and Friends of Santa Ana Zoo (FOSAZ). Knowlwood Enterprises, Inc. has provided reasonably priced food concessions for the past three years at the Zoo in a clean, efficient, and respectful manner. The original three -year agreement includes a provision allowing the City to extend the agreement for two additional two -year terms. Under the agreement, the City will continue to maintain the exterior of the facility and pay all utilities, including electricity, water, and gas. Knowlwood Enterprises, Inc. will compensate the City $2,800 per month for the right to operate the facility. 25D -1 Agreement Amendment with Knowlwood Enterprises, Inc. January 7, 2014 Page 2 FISCAL IMPACT Funds for this agreement will be deposited in the Zoo Food Sale Concession revenue account no.01113002 53313) Gerardo Mouet Executive Director l Parks, Recreation, and Community Services Agency 25D -2 APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez S. Executive Director Finance and Management Services Agency FIRST EXTENSION OF CONCESSION AGREEMENT THIS FIRST EXTENSION OF CONCESSION AGREEMENT is effective as of January _, 2014, by and between Knowlwood Enterprises, a California corporation ( "Concessionaire ") 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 the "Concession Agreement" (## A- 2010 -239) dated January 20, 2011, (hereinafter "said Agreement') by which Concessionaire has provided food service concessions comparable with high level industry practice at the Santa Ana Zoo at Prentice Park. B. In accordance with the terms and conditions of said Agreement, the parties wish to extend said Agreement for the first of two two -year extensions. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, the parties agree as follows: 1. Section 3, TERM, shall be extended by the first of two two -year extensions, through January 31, 2016. 2. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Extension to Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney DAVID CAVAZOS City Manager KNOWLWOOD ENTERPRISES, INC. THANH NGUYEN, Ph.D President / CEO 25D -3 25D -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AGREEMENT WITH VIDEO ENGINEERING SERVICES FOR VIDEO PRODUCTION AND CABLE EQUIPMENT SERVICES CITY MAIIAGER RECOMMENDED ACTION Authorize the City Manager and the Clerk of th e Engineering Services for video production and annual amount not to exceed $56,045, subject to Manager and City Attorney. DISCUSSION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Council to execute an agreement with Video cable equipment services for one year in an non - substantive changes approved by the City Video Engineering Services provides technical expertise for the purchase, installation and maintenance of City owned audio and video equipment in the City Council Chambers. In addition, Video Engineering Services provides production staff to televise City Council meetings occurring in the Council Chambers. Video Engineering Services also assists the City Clerk and other users of the Council Chambers with audio recordings and lighting in the Council Chambers, and provides technical assistance on other audio /visual related projects. This agreement includes $17,745 for Base Engineering and Equipment Maintenance, $5,000 for the filming of the State of the City event, $17,700 for the taping of the first Council meeting of the month, and $15,600 for the taping of the second Council meeting of the month at a remote location, for a total agreement amount not to exceed $56,045. The Parks, Recreation and Community Services Agency is satisfied with the quality of Engineering Services and recommends approval of this agreement. 25E -1 services provided by Video Agreement with Video Engineering Services January 7, 2014 Page 2 FISCAL IMPACT Funds for this agreement are available in the PRCSA Administrative Services, Contract, IServices account (no. 01113200 62300). Gerardo Mouet, Executive Director Parks, Recreation and Services Agency APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, Executive Director Finance and Management Services Agency 25E -2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 7s' day of January, 2014 by and between Video Engineering Services, a sole proprietorship (hereinafter "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 (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of video production and cable /video equipment maintenance and use. B. Consultant represents that it is able and willing to provide such services to the City. C. hi undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide technical expertise for the purchase, installation and maintenance of audio and video equipment in City Council Chambers, and televise City Council meetings and the Mayor's annual State of the City presentation, as set forth in Exhibits A, B, C and D, attached hereto and incorporated by this reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit D. The total sum to be expended under this Agreement shall not exceed $56,045.00, during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This services provided pursuant to this Agreement shall commence on February 1, 2014 and terminate on January 31, 2015, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to 25E -3 exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 25E -4 e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 25E -5 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 -647 -6956 With courtesy copies to: and Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M -23) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Tom Bystry 16875 Donwest Tustin, California 92780 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, 25E -6 promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25E -7 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MOUET Executive Director of the Parks Recreation and Community Services Agency 25E -8 CITY OF SANTA ANA DAVID CAVAZOS City Manager VIDEO ENGINEERING SERVICES THOMAS E. BYSTRY President EXHIBIT A VIDEO ENGINEERING SERVICES BASE ENGINEER 1. Consult shall confer with the Executive Director of Parks, Recreation and Community Services or assigned staff to evaluate needs and supervise maintenance activity of all city owned audio /video facilities. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, Stadium, Soccer fields. Etc. 2. Review and make recommendation for the repair and /or replacement of said audio /video facilities. 3. Design layout of electrical circuitry for existing and /or acquired audio /video equipment. 4. Ensure compliance with local, state, and federal safety codes and regulations. 5. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 6. Help establish and enforce Agency wide policies for equipment use. Provide operation instruction for staff. 7. Conduct regular security checks on the City's production equipment. 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Supervise annual asset inventories and tagging of new assets, as needed. 10. Coordinate equipment repair with outside agencies. 11. Coordinate acquisition of new production equipment. 12. Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13. Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, delivering equipment, setting up operating facilities as needed.) 14. Provide updates to Executive Director and /or assigned staff on progress of equipment install, maintenance, building projects and anticipated completion dates. 15. Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, powerpoint, elmo or other technical needs. COMPENSATION Annually $17,745 City will pay contractor $65 (sixty five) per hour. For an average of 10.5 hours every two weeks. The first and third Tuesdays of the month (Council Meetings) shall be two regularly assigned workdays for Contractor. 25E -9 EXHIBIT B VIDEO ENGINEERING SERVICES State of the City Address Consultant shall produce the mayor's state of the city address, including • Hiring and supervising crew for camera operations, audio mixing, cable running, equipment load in and load out. • Directing the show for video. • Renting all needed video equipment and editing the finished video for playback. Flat fee - $5,000 Itemized invoicing for this item will occur once a year. Does not include a video to be used by the Mayor in his presentation. 25E -10 EXHIBIT C VIDEO ENGINEERING SERVICES Council Meetings VIDEO ENGINEERING SERVICES (Thomas E. Bystry) will serve as Prod ucer /Adm in istrator for City of Santa Ana City Council meetings. Said services include hiring and supervision of video production staff. Consultant shall provide production services in live meeting coverage and playback for up to twenty -four (24) meetings, including City Council meetings held the first and third Mondays of the month, Candidates Forum, Election coverage and swearing -in ceremonies biannually, and various additional meetings as selected by the Clerk of the Council and /or City Manager. Production services shall include all responsibility for graphics during the presentations, video roll -ins and all audio /visual needs. Additionally, Consultant shall provide technical assistance for city production crews and staff. Services shall include: 1) Serve as Video Producer for all council meetings and cable- casting events in council chambers. 2) Maintain open communications with city clerks' office for special needs or changes pertinent to the agenda for each council meeting. 3) Communicate and confirm with the cable administration office in Parks and Recreation regarding council meeting coverage and playback related to the city channel. Report of technical playback and council problems and remedies to the cable office. 4) Provide, hire and supervise all video production crew and staff which will include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one person. 5) Schedule video production staff. Pre - arrange and notify crew of video productions and changes. 6) Provide maintenance of playback equipment located in City Hall and necessary for City Council meeting. 7) Provide for office administration and payroll for video production crew and playback. 8) Provide and be responsible for all production staff training and hands -on use of equipment for video crews. 9) Direct communication with City Council members and Clerk of the Council. 10) Review any needs or concerns related to production request: includes powerpoint, overheads, video roll -ins and presentations, review cueing system, proper use of microphones for Council. 11) Arrange for and design overall look and style of productions. 12) Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. Compensation for Video Engineering services shall not exceed $33,300 annually, as follows: $17,700 for first Monday meeting each Month. $15,600 for third Monday of the Month - if televised. This is flat rate amount regardless of duration of council meetings. Said fee includes all required crew and insurance required by City Hall. All invoices submitted shall be itemized. 25E -11 EXHIBIT D BUDGET SUMMARY FOR CONSULTANT AGREEMENT (CONTRACT) Between The City of Santa Ana and Video Engineering Services (Thomas E. Bystry). Annual budget for Exhibit A: $17,745 Base Engineer Annual budget for Exhibit B $5,000 Produce State of The City Address Annual budget for Exhibit C $17,700 First council meeting of month Annual budget for Exhibit C $15,600 Second council meeting of the month - if televised. TOTAL ANNUAL AMOUNT APPROPRIATED FOR COMPLETE CONTRACT: $56,045 Consultant shall submit itemized monthly invoice detailing services provided and costs associated with those services. 25E -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AGREEMENTS FOR PARK LANDSCAPE MAINTENANCE SERVICES FOR DISTRICTS 1 AND 3 2 " CITY MANAGE 6 - G l — • 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. Authorize the City Manager and Clerk of the Council to execute a one -year agreement, with four one -year renewal options, with Landscape West Management Services, Inc. dba Palo Verde Landscape Management Company to provide park landscape maintenance services in District 1 in an annual amount not to exceed $259,000 and approve a 10% contingency for unanticipated work for a total annual amount not to exceed $284,900, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute a one -year agreement, with four one -year renewal options, with Mariposa Landscape, Inc. to provide park landscape maintenance services in District 3, in an annual amount not to exceed $887,420, and approve a 10% contingency for unanticipated work for a total annual amount not to exceed $976,162, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Parks, Recreation and Community Services Agency ( PRCSA) divides the City into five park maintenance districts. On October 30, 2013, PRCSA issued a Request for Proposals (RFP) to 20 landscape maintenance vendors for the maintenance of District 1 and District 3. On November 6, 2013 a pre - proposal conference was conducted, and on November 21, 2013 five proposals were submitted for consideration. Landscape West Management Services, Inc. doing business as Palo Verde Management Company, Mariposa Landscape, Inc., Master Landscape and Maintenance, Inc., Midori Gardens, and Vista Del Verde Landscape, Inc. submitted proposals for consideration. An evaluation committee consisting of two representatives from PRCSA Park Services, one representative each from the City of Anaheim Park Services and the City of Orange Park Services reviewed and rated the five proposals. The proposals were evaluated according to the evaluation criteria listed in the RFP, which includes Capability and Experience of Contractor (25 %), Past Performance (25 %), and Cost of Proposal (50 %). The results of the RFP evaluation were as follows: 25F -1 Agreements for Park Landscape Maintenance Services January 7, 2014 Page 2 DISTRICT 1 Landscape West Mariposa Master Midori Capability and Experience 69 96 55 76 Past Performance 58 95 52 66 Cost of Proposal 180 100 125 135 400 point max 307 291 232 277 Rank 1 2 4 3 DISTRICT 3 Mariposa Midori Vista Del Verde Capability and Experience 96 76 85 Past Performance 95 66 81 Cost of Proposal 160 150 82 400 point max 351 292 248 Rank 1 1 1 2 1 3 The City proposes to enter into a one -year agreement with Landscape West, with four one -year renewal options, for the maintenance of District 1. District 1 is located in the northwest quadrant of the City and includes eight properties, including El Salvador, Riverview and Rosita parks. The annual base contract cost is $259,000. An additional 10% contingency is included for unanticipated work, resulting in a total annual contract amount of $284,900. Landscape West is new to PRCSA and has been performing well for other government agencies. The City proposes to enter into a one -year agreement with Mariposa Landscape, with four one - year renewal options, for the maintenance of District 3. District 3 is located in the southeast quadrant of the City and includes 11 properties, including Delhi, Madison and Memorial parks. The annual base contract cost is $887,240. An additional 10% contingency is included for unanticipated work, resulting in a total annual contract amount of $976,162. Mariposa Landscape performed well in the past for PRCSA and is performing well for other cities. FISCAL IMPACT Funds for these agreements are included in the FY 2013 -2014 and 2014 -15 Park Services Maintenance and Repairs, Buildings and Grounds account (no. 01113250 62320), Community Development Maintenance Contract Services account (no. 40718842 62300). Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, Executive Director Finance and Management Services Agency 25F -2 LANDSCAPE AND MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into this 6`h day of January, 2014 by Landscape West Management Services, Inc., dba Palo Verde Landscape Management Services, a California corporation (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of high - level park landscape maintenance comparable with standard industry practice. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform landscape maintenance services for Santa Ana Parks, District 1 covering eight (8) City properties, as set forth in City's Request for Proposal 13 -068, dated October 30, 2013, incorporated by reference to this Agreement, the Specification for Routine Maintenance, attached hereto as Exhibit A, and Contractor's Proposal dated November 21, 2013, incorporated by reference to this Agreement. Said maintenance includes the baseball /softball diamond maintenance, which Contractor has subcontracted to Major League Softball, Inc. 2. CITY INSPECTION The Executive Director of the Santa Ana Parks, Recreation and Community Services Agency, or his designee, shall regularly inspect the parks, playgrounds, fields and other City property subject to this Agreement. If said inspection results in discovery of work that is not performed in the agreed manner, and to the professional degree set forth in the Specifications, Contractor agrees that the City shall deduct from Contractor's next monthly payment, the City's actual or estimated costs of performing the work to bring the property into conformance with the Specifications. Additionally, City shall impose liquidated damages of up to $300.00 per inspection, per 'Park not meeting the Specifications during any such inspection. 3. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not 25F -3 exceed $259,000, plus a ten percent (10 %) contingency for total amount not to exceed $284,900.00 annually, during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work perfonned during the prior month, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on February 1, 2014 and terminate on January 31, 2015 unless tenninated earlier in accordance with Section 12, below. Additionally, the City may terminate this Agreement if the Santa Ana City Council fails to approve funding for the Agreement for any fiscal year covered herein. The Term may be extended for up to four (4) additional one -year terms upon mutual agreement of the parties. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of 25F -4 the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services provided by Contractor pursuant to this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the perfonnance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Infonnation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, 25F -5 electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfornance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: and Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M -23) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647 -6515 To Contractor: Landscape West Management Services, Inc. 3628 Country Road Chino, California 91710 Telefacsimile (909) 627 -0697 Telephone (909) 627 -7507 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication 25F -6 shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. In the event of a conflict between the terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed by the provisions of Exhibit A. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 13. TERMINATION AND DAMAGES This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hl such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. b. Material Breach: If the Director determines the Contractor has failed in the performance of its duties and /or schedule as provided, the Director may consider the Contractor in material breach. City may exercise all remedies in law or equity including but not limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform or for any delay in performance, and 2) directing the work be accomplished by either City employees or another contractor at Contractor's expense, as determined by the Director. Contractor shall be responsible for all costs resulting from breach, including incidental and consequential damages. In the event of a material breach, which 25F -7 remains uncured after five (5) days notice to Contractor, City may terminate this Agreement with thirty (30) days written notice of termination. Contractor's failure to perform and deliver the work specified is considered a Material Breach and cause for the City to tenninate or not renew. c. Tennination by City: This Agreement may be terminated without cause by the City upon thirty (30) days written notice delivered to the Contractor either personally or by mail. Upon such termination, City shall pay Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. d. Termination by Contractor: Contractor must provide the City with One Hundred Eighty (180) days notice of termination. 14. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Contractor shall, throughout the tern of this Agreement, maintain all necessary licenses, pen-nits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the tenns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25F -8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager LANDSCAPE WEST MANAGEMENT, INC. dba Palo Verde Landscape Management Co. STACY KONIER President NOWE 25F -9 25F -10 LANDSCAPE AND MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into this 6a' day of January, 2014 by Mariposa Landscapes, Inc., a California corporation (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of high - level park landscape maintenance comparable with standard industry practice. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor raider this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform landscape maintenance services for Santa Ana Parks, District 3 covering eleven (11) City properties, as set forth in City's Request for Proposal 13 -068, dated October 30, 2013, incorporated by reference to this Agreement, the Specification for Routine Maintenance, attached hereto as Exhibit A, and Contractor's Proposal dated November 20, 2013, incorporated by reference to this Agreement. Said maintenance. includes the baseball /softball diamond maintenance, which Contractor has subcontracted to Major League Softball. (Elite Infields ? ? ?) 2. CITY INSPECTION The Executive Director of the Santa Ana Parks, Recreation and Community Services Agency, or his designee, shall regularly inspect the parks, playgrounds, fields and other City property subject to this Agreement. If said inspection results in discovery of work that is not performed in the agreed manner, and to the professional degree set forth in the Specifications, Contractor agrees that the City shall deduct from Contractor's next monthly payment, the City's actual or estimated costs of performing the work to bring the property into conformance with the Specifications. Additionally, City shall impose liquidated darnages of up to $300.00 per inspection, per Park not meeting the Specifications during any such inspection. 3. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not 25F -11 exceed $887,240, plus a ten percent (10 %) contingency for total amount not to exceed $976,162.00 annually, during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed during the prior month, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on February 1, 2014 and terminate on January 31, 2015 unless terminated earlier in accordance with Section 12, below. Additionally, the City may tenninate this Agreement if the Santa Ana City Council fails to approve funding for the Agreement for any fiscal year covered herein. The Tenn may be extended for up to four (4) additional one -year terms upon mutual agreement of the parties. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work Linder this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. e. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of 25F -12 the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fiumish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services provided by Contractor pursuant to this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, 25F -13 electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: and Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M -23) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647 -6515 To Contractor: Mariposa Landscapes, Inc. 15520 Arrow Highway Irwindale, California 91706 Telefacsimile (626) 960 -3809 Telephone (626) 960 -0196 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication 25F -14 shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. In the event of a conflict between the terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed by the provisions of Exhibit A. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 13. TERMINATION AND DAMAGES This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. b. Material Breach: If the Director determines the Contractor has failed in the performance of its duties and/or schedule as provided, the Director may consider the Contractor in material breach. City may exercise all remedies in law or equity including but not limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform or for any delay in performance, and 2) directing the work be accomplished by either City employees or another contractor at Contractor's expense, as determined by the Director. Contractor shall be responsible for all costs resulting from breach, including incidental and consequential damages. In the event of a material breach, which 25F -15 remains uncured after five (5) days notice to Contractor, City may terminate this Agreement with thirty (30) days written notice of termination. Contractor's failure to perform and deliver the work specified is considered a Material Breach and cause for the City to terminate or not renew. c. Termination by City: This Agreement may be terminated without cause by the City upon thirty (30) days written notice delivered to the Contractor either personally or by mail. Upon such termination, City shall pay Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of tenmination. d. Termination by Contractor: Contractor must provide the City with One Hundred Eighty (180) days notice of termination. 14. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, pennits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25F -16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney MARIPOSA LANDSCAPES, INC. By: Lisa Storck Assistant City Attorney TERRY NORIEGA President Tax ID# 25F -17 25F -18 A • CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AGREEMENT WITH GEOSPATIAL TECHNOLOGIES, INC. TO PROVIDE MAINTENANCE FOR THE POLICE DEPARTMENT'S AUTOMATIC VEHICLE LOCATOR SYSTEM CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2"' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a one -year agreement with GeoSpatial Technologies, Inc. for software application maintenance and customer support in an amount not to exceed $20,898, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On December 16, 2008, Council approved the agreement with GeoSpatial Technologies (GST) to purchase the Automatic Vehicle Locator (AVL) system and provide software maintenance and support. This system enables the Santa Ana Police Department the ability to track police vehicles using mapping software throughout the City of Santa Ana. This system is an important safety and efficiency tool, as it allows dispatchers to know the location of patrol vehicles and dispatch officers in an efficient manner, thus reducing response times and increasing officer safety. GST provides bug -fixes and upgrades to the AVL software when they are available at no additional charge during the term of the maintenance program. In the event that the Police Department experiences a critical system failure, which shall be deemed to have occurred if the system is down or inoperable, GST shall respond and look into correcting the problem immediately upon receipt of a call for service. For all other non - critical failures, GST will respond and attempt to correct the problem within four hours upon receipt of a call for service. The Police Department is satisfied with the AVL system and GeoSpatial Technologies' support services, and is proposing a new one -year software service and maintenance agreement in an amount not to exceed $20,898. The Automatic Vehicle Locator system is proprietary and owned by GeoSpatial Technologies and can only be serviced by this company. This agreement may be terminated by the City upon thirty -days written notice of termination. 25G -1 Agreement with GeoSpatial Technologies January 7, 2014 Page 2 FISCAL IMPACT Funds for this agreement are available in Police Department's Information Services contract services account (no. 01114425 62300). Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNT: e Francisco Gutierrez Executive Director Finance and Mgmt. Services Agency 25G -2 SOFTWARE MAINTENANCE AND SITE LICENSE AGREEMENT THIS AGREEMENT, made and entered into this 7th day of January, 2014 by and between GeoSpatial Technologies, Inc., a California Corporation, (hereinafter "GST "), 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 (hereinafter "City "), RECITALS A. The City desires to retain GST to maintain and license automated vehicle locator ( "AVL") tracking software and mobile mapping services. GST represents that it is able and willing to provide these services. B. GST represents that it is the owner of GST automated vehicle locator tracking and mobile mapping software and as such, it is the only company able to mountain the software and provide site licensing for the City's use of the software. C. In undertaking the performance of this Agreement, GST represents that it is knowledgeable in its field and that any services performed by GST under this Agreement wilt be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. D. City has used AVL tracking and mobile mapping software since approximately 2008 and during that time it has been maintained and licensed by GST. The parties intended to enter into a new agreement as of December 16, 2013, and conducted themselves pursuant to their continued agreement to provide for and pay for services associated with the maintenance and use of the software. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES GST shall perform those services as set forth in terms and conditions set, forth in the attached Exhibit "A" to this Agreement and incorporated herein by reference. 2. COMPENSATION City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in the quote attached hereto as Exhibit "B" and incorporated herein by reference. The total sum to be expended under this Agreement shall be $20,898. 3. TERM This Agreement shall commence on the date first written above and terminate on December 15, 2014, unless terminated earlier in accordance with Section 12, below. As noted above, to provide a continuity of service, this agreement is intended to cover services provided since December 14, 2013 in compliance with the parties' intent to renew the software maintenance and licensing agreement. 25G -3 4. INDEPENDENT CONTRACTOR GST shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which GST performs the services wh ch are the subject matter of this Agreement; however, the services to be provided by GST shall be provided in a manner consistent with all applicable standards and regulations governing such services. GST shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under tlus Agreement, GST shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. GST shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of GST's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, GST, if GST has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance: Prior to commencing the performance of the work under this Agreement, GST agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If GST is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 25G -4 e. The following requirements apply to the insurance to be provided by GST pursuant to this section: (i) GST shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, f. If GST fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect GST's right to be paid for its time and materials expended prior to notification of termination. GST waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION GST agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, GSTs, special counsel, and representatives from liability: (1) for personal injury; damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury; including death, and claims for property damage, which may arise from the direct or indirect operations of the GST or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The GST further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If GST' receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, GST agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the GST disclosed in a publicly available source; (e) is in rightful possession of the GST without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the GST without reference to information disclosed by the City. 25G -5 S. CONFLICT OF INTEREST CLAUSE GST covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic commmunication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and To GST: Chief of Police Santa Ana Police Department 20 Civic Center Plaza (M -96) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 Mr. Hong Chou GeoSpatial Technologies Inc. 10055 Slater Avenue, Suite 214 Fountain Valley, Califon a 92708 Fax(714)861 -7032 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by 25G -6 telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For puiposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and GST, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of GST. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate GST nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of GST, GST may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other GSTs retained by City. 12. TERMINATION This Agreement. may be terminated by the City upon thirty (30) days written notice of termination. In such event, GST shall be entitled to receive and the City shall pay GST compensation for all services performed by GST prior to receipt of such notice of termination, subject to the condition that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION GST shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. GST affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. VENUE The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES GST shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by 25G -7 the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. GST shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 15. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the teens of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Hy: LAURA A. ROSSINI , Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Acting Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager GEOSPATIAL TECHNOLOGIES, INC. Hong Chi President 25G -8 EXHIBIT A —Terms and Conditions 25G -9 ('GST GeoSpatial Technologies, Inc. Software Annual Maintenance Agreement GeoSpatial Technologies, Inc. (hereinafter referred to as GST) shall provide maintenance and support services under this Software Annual Maintenance Agreement (hereinafter referred to as Agreement) for City of Santa Ana Police Department (hereinafter referred to as Customer) during the period from December 16. 2013 to December 15, 2014, with options to extend for addition Gkyears, upon payment of the annual maintenance fee for the products listed in the section of Products Covered"- I. PRODUCTS COVERED GST maintenance and support services are provided only for the software products listed in either Purchase Contract, Purchase Order, GST Quote, or GST Invoice with the entire amount of Software Annual Maintenance Fee paid in full on or before the commencement of each 12 -month period. II. MAINTENANCE AND SUPPORT GST shall provide maintenance and support services to the End User. Maintenance and support services shall include, but not limited to: (a) Telephone and E -mail Support: GST will provide telephone and e -mail assistance. You must provide GST with remote access through the Internet to the computers installed with GST software. By calling the GST techmeal support number, you will reach a trained support analyst of whom you may ask questions or seek advice relating to the use of GST software. The analyst will assist you in utilizing your GST software, and in identifying and providing a work around, if possible, for any software problems found with GST software. GST support services do not include hardware, network, operating systems, or third party software. Support will be provided weekdays from 9:00 a.m. to 6:00 p.m. Pacific Standard Time, excluding weekends and holidays. (b) Response Times: In the event that the End User experiences a critical system failure, which shall be deemed to have occurred if the system is down or inoperable, meaning that the End User cannot use the System and/or the System is off -line, for longer than yz hour, GST shall respond and look into correcting the problem immediately upon receipt of a call for service and following the receipt of notification and relevant documentation of the problem. For all other non - critical failures, GST shall respond and attempt to correct the problem within four (4) hours upon receipt of a call for service and following the receipt of notification and relevant doctmmentation of the problem. If problems cannot be resolved within four (4) hours, the problem will be automatically escalated to Application Technical Lead or the VP of Product Management for resolution. After consultation between the VP of Product Management and support staff, GST will provide a plan of action for resolution to the End User. (c) Bug -fixes and Upgrades: GST will provide bug -fixes aid upgrades to the GST software when they are available at no additional charge during the term of the maintenance program. 25G -10 ('GST (d) Corrective Maintenance: GST will provide corrections to the supported software using Internet connections, provided you have a high -speed Internet connection on your system allowing GST remote access, during standard support hours. (e) GST Training: The End User under software annual maintenance program receives 50% discounts for all training programs held at GST's facility, (f) Software Customization and Enhancement: The End User under the software annual maintenance program receives a 20% discount for any software customization services. End User requested enhancements or modifications of GST software are not included in the support plan price. GST agrees to review requests from the End User and to provide a quote for the requested enhancement based on time and cost anticipated. (g) Excluded Service: The maintenance and support described herein does not include the correction of software failures due to causes beyond the control of GST and occurring without the fault or negligence of GST such as, but not limited to acts of God, catastrophe, fault, or negligence of the End User, operator error, manipulation of the object or source code (unless approved by GST In writing prior to such manipulation), improper use or misuse of the system or any part thereof. Any such excluded service, whether on -site or off -site, will be provided at the request of the End User at GST per call rates and terms then in effect. (h) Support of Old Software: Users are required to install all updated software and any bug fixes in a timely manner, including operating system software. If you fail to keep your system current, GST may no longer support your system. GST will support old releases of a product for two years after new releases become available. For subsequent years after new releases becomes available, if requested by End User, GST may continue to support such old releases for an annual increase in support fee of 40 %. (i) Lapsed Support: If the End User intends to renew maintenance after the previous maintenance program has expired for over two (2) months, a supplemental fee of 50% of the annual maintenance shall be due GST for the first year of maintenance following your need for maintenance again, in addition to the maintenance fee already due herein. (k) On -site support: On -site support is not covered by the standard software maintenance support. Per End User's request, GST will provide on -site support if GST determines that such support is required to resolve the reported problem. In this case, GST will dispatch one or more members of its support staff to your site who will attempt to recreate and resolve the problem(s) reported. During this time it is expected that members of your staff will be available to answer questions and provide information regarding your system, if required. On -site support will be charged at GST per call rates and terms then in effect, plus travel and per diem for GST staff sent on -site. III. SYSTEM MODIFICATION (a) GST - generated modifications: Changes or replacement of the computer equipment, operating system and its related software, or other third party software may require GST software support and/or 25G -11 ('GST software modification to allow GST products to work with the new equipment, operating system, and/or third party software. These support and /or modification services will be provided by GST at the End User's request at our then quoted prices. (b) End User - generated modifications: GST will not be responsible for any damage to your GST software or data caused by upgrades to the operating system or replacement of hardware without GST's prior written concurrence that said upgrade would function properly. Services required as a result of modifications to EST's systems made by the End User are not considered normal maintenance and are not provided as part of GST's Software Maintenance Program. (c) External System Modifications: In the event any external system is modified beyond that anticipated by the terms of the underlying End User License Agreement, the End User shall notify GST of such changes immediately upon receipt of notification from the respective entity /entities and request that GST prepare a proposal to include a time and cost estimate, for the work to be performed which constitutes a change from the originally agreed upon configuration and work description as presented in the underlying End User License Agreement. GST shall, within thirty (30) days after receiving said notice, furnish a written proposal to the End User provided the required modifications are cons nercially, technically and practically feasible. Upon receipt of GST's proposal, the End User shall determine whether it desires the work to be performed, and if so shall issue a Notice to Proceed within ten (10) days, at which time GST will perform the necessary modifications for the additional mutually agreed upon compensation. IV. END USER RESPONSIBILITIES (a) Software Problems and Reporting: The End User agrees to limit use of GST maintenance service to occasions when GST system software fails to operate in accordance with the product specifications as defined in the original purchase contract. To facilitate the problem solving process, the End User agrees to assist GST in their efforts to duplicate the software problem by providing a written problem report. Additionally, GST may ask that you furnish a listing of software problems rather than calling on each individual item over a short period of time so that our support team can better assist you. (b) Pavtnent: The End User is responsible for ensuring that all amounts payable under the software annual maintenance program are received by GST on or before the commencement of the maintenance program. The End User's failure to remit payment to GST for such maintenance services provided or to be provided shall entitle GST to deny further maintenance services to the End User. (c) 'Updates: The End User and all users of GST software are responsible for installing all updates to software, hardware, and fixes in a timely manner. Failure to keep your system updated can, at GST's sole discretion, result in the immediate discontinuation of maintenance support. (d) System Administration: The End User is responsible for identifying a System Administrator, as well as a back -up System Administrator, who will function as GST's primary and secondary contact for any maintenance services to be provided under the software maintenance program. Such System Administrator, or, in the absence of the Systems Administrator, the back up, shall be GST's sole contact for technical assistance. The System Administrator and backup System Administrator must 25G -12 ('GST be trained in the administration of computer hardware, operating system, networking, and database. GST support staff will assist you in identifying system problems as a function of maintenance support. However, if a problem is identified as a system administration responsibility, further assistance from GST support staff is billed at our then current hourly rates and terms. V. WARRANTIES (a) Limited Warranty for Services Any services being provided to the End User in accordance with the software maintenance program are offered on a best - efforts basis only, GST may not be able to resolve every service request made. Although GST will attempt to provide some guidance and direction, GST is not responsible for resolving issues related to networks, operating systems, back - end databases or hardware. It is the End User's responsibility to keep adequate data backups. GST will not be responsible for any lost data. . ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. VI. LIMITATION OF LIABILITY The End User's sole and exclusive remedies for any damage or loss in any way connected with any software or services furnished by GST, after acceptance of the GST software system, whether by DST's breach of warranty, negligence, or any other breach of any other duty, shall be, at GST option, replacement of the software or re- performance of service or return or credit of an appropriate portion of any payments made, or to be made, to GST with respect to such software or services. Under no circumstances shall GST be liable to you or any other person for any special, incidental, indirect or consequential damages of any character, including, without limitation, damages for loss of good will, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if GST has been advised of the possibility of such potential loss or damage. VILCHOICE OF LAW Interpretation of this Agreement shall be governed by the laws of the State of California. VIII. STATUTE OF LIMITATIONS No action or claim relating to or arising out of the software annual maintenance program may be instituted more than one (1) year after the event giving rise to such action or claim. 25G -13 EXHIBIT B -Quote 25G -14 Exhibit R 10055 Slater Ave., Suite 214 Fountain Valley, CA 92708 S IPhone: (714) 861.7033 Fax: (714) 861-7032 GeoSliatietl'fechnologies, Inc. Quote for Santa Ana Police Department 11/22/2013 GST Public Safety System GST Part Number Description QTY Unit Price Amount AMF covering 1211612013-12/1512014 Agreement A- 2008.332 dated 12116/2008 Service SV -SW -AMF Software Annual Maintenance Fee for City of Santa Ana Police Department on the following Software Licenses 1 $ 20,898.00 $ 20,898.00 1. GST Tracker Server Software License 2. GST Viewer Software Site License 3. GST Mapper MDC Software Site License 4. GST InterOp Bridge Software License 5. GST Wireless Host Server Software License (up to 200 vehicles) Annual Maintenance Fee Total $ 20,898.00 Grand Total ( AMF and Service) I I $ 20,898.00 Notes: 1 AMF paid client Is entitled to technical support through email and telephone (M -F, 9:OOAM- 5:30PM, PST), bug fixes and free software upgrades through the year, and discounts for GST's training programs and customization. 2 Price stated above is good for ninety (90) days from the date of this quotation. 3 Payment Terms: AMF payment is due prior to the commencement date of each 12 -month period, 25G -15 25G -16 N ,!� ar. 6 CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AGREEMENT WITH ORANGE COUNTY SUPERINTENDENT OF SCHOOLS FOR GED TESTING SERVICES CITY MANAGE 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 Authorize the City Manager and Clerk of the Council to execute a three -year agreement with the Orange County Superintendent of Schools to administer GED testing to inmates incarcerated in the Santa Ana Jail Facility in an amount not to exceed $20,000 per year and an aggregate sum of $60,000 for a 3 year period, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION In accordance with California Code Title 15, Section 1061, Santa Ana Jail is required to offer educational programs to both non - sentenced and sentenced inmates. The GED program fulfills this state requirement as well as provides societal benefits of engaging incarcerated individuals in self- development behaviors. The funding for this program comes from the Inmate Welfare Fund, which is derived from a percentage of inmate commissary and phone usage sales. The program is administered by the Orange County Superintendent of Schools staff at the jail facility on a monthly basis. Approximately 150 individuals take the GED test per year. Annual costs will vary according to the number of test administered but will not exceed $20,000.00 per year. Funding for this three -year agreement will not exceed $60,000 over the term of the agreement. This agreement may be terminated by the City upon thirty -day written notice of termination. FISCAL IMPACT Funds for this agreement are available in the Inmate Welfare Fund contract services account (no. 02314475 62300). Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNTS: ~A��b S_h� V , �_ Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25H -1 25H -2 r 1 2 3 4 5 sl 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 Contract Number: 39$9$ SERVICE AGREEMENT FOR THE PROVISION OF GED TESTING SERVICES BETWEEN SANTA ANA POLICE DEPARTMENT AND ORANGE COUNTY SUPERINTENDENT OF SCHOOLS This AGREEMENT is hereby entered into this Vm day of July, 2013, by and between 'tri®;6rahg& L'ounty Superinten�cent-tif'Scriools, 200 Kalmus Drive, Costa Mesa, California 92626, hereinafter referred to as SUPERINTENDENT, maintaining the Alternative, Charter and Correctional Schools and Services (ACCESS) Program, and the Santa Ana Police Department, 52 Civic Center Plaza, Santa Ana, California 92702, hereinafter referred to as DEPARTMENT, SUPERINTENDENT and DEPARTMENT shall be collectively referred to as the Parties. WHEREAS, DEPARTMENT is in need of .GED- Testing services on Saturdays to make testing more available to the community; and WHEREAS, SUPERINTENDENT is specially trained, experienced and competent to conduct the GED Testing services; and WHEREAS, DEPARTMENT is agreeable to allowing SUPERINTENDENT to administer GED testing, hereinafter referred to as PROGRAM, NOW, THEREFORE, the Parties hereby agree as follows: 1.0 TMIM. The term of this AGREEMENT shall commence on July 1, 2013, and end on June 30, 2016, unless sooner terminated by any of the parties in. accordance with Sections 5.0 and 11.0 of this AGREEMENT. Page 1 25H -3 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 9.6 17 18 19 20 21 22 23 24 25 2.0 DUTIES AND RESPONSIBILITIES. A. SUPERLNTENDENT agrees to: 1. Administer GED testing to examinees and public examinees identified by DEPARTMENT. 2. Provide GED testing materials, equipment and supplies necessary to administer the GED testing, 3. Administer at least one (1) GED testing session per month consisting of one (1) Saturday; duration of session not to exceed nine (9) hours, All examinees must be in the testing room for registration and testing will begin on time. GED Testing will take place at Santa Ana Police Department Sail Facility, 4. Provide yearly schedule of GED testing dates to DEPARTMENT, 5. Charge each examinee the following rates for the GEL Testing: (a) Full Battery (English or Spanish) $125.00 Each Battery (5 subject tests, 1 Certificate & 1 official transcript) (b) Repeat- any test $ 25.00 (c) Duplicate Certificate $ 20.00 (d) Extra Transcript $ 7.00 ea. (e) Score Challenge $ 7.4.00 ea, (f) Process Change of Information/ Address form $ 15.00 ea. Error fees: • Blank or incorrectly bubbled Demographic ar answer form $20.00 per field • ink Bubbles $20.00 per field. • Retest submitted without Page 2 25H -4 1 2 3 4 5 6', 7I 8 9 1D 11 1z 13 14 15 16 17 18 19 20 21 72 23 24 2.5 Pre - assigned ID# $20.00 per test 6. GED Examiners Fee Four hundred fifty ($450,00) dollars per two (2) day examination period in addition to the individual test fees charged; fees will be subject to change beginning January 1, 2014 due to GED grogram changes. 7. Inform DEPARTMENT and examinees of any increase in fees that are due to the California Department of Education, American Council on Education, or General Educational Testing Services of the rate adjustments. A. DEPARTMENT agrees to: 1. Provide a secure testing room with adequate space and testing stations, i.e., desks, °tables, chalkboard, clock or other means of displaying written directions for SUPERINTENDENT to conduct GED testing prior to each scheduled testing. 2. Provide parking spaces close to the entrance of facility to Insure safe transport- of the GED testing materials, 3. Provide SUPERTNTENDENT's staff assistance, when necessary, during testing to allow SUPERINTENDENT staff a break /emergency release time. 4. Provide easy and immediate access to DEPARTMENT staff member via intercom, telephone or other reliable means of communication, 5. Collect the GED testing fees from the examinees and transfer the funds to SUPERTYPENDENT on a monthly basis. Page 3 25H -5 2 3 4 5 6 7 8 9 10 1l 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Payment shall be mailed to: Orange County Superintendent of Schools, 200 Kalmus Drive, Costa Mesa, California 92626, or at such other place as SUPERINTENDENT may designate in writing. 3.0 INDEPENDENT CONTRACTOR, SUPERINTENDENT is and at all times shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which the services required by the terms of this AGREEMENT are performed. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between the SUPERINTENDENT and DEPARTMENT'S or any of DEPARTMENT'S agents or employees. SUPERINTENDENT assumes the responsibility for the acts of its employees or agents as they relate to the services to be provided during the scope of their employment. SUPERINTENDENT, its agents, officers, and employees, shall not be entitled to any rights, and /or privileges of DEPARTMENT'S employees and shall not be considered in any manner to be DEPARTMENT'S employees. 4.0 PERSONNEL. SUPERINTENDENT and DEPARTMENT shall retain complete and absolute authority over their respective staff members assigned to the GED Testing Center. Neither party has the authority to discipline, suspend, or terminate from employment, or take action against the other parties staff members. 5,0 DUTY TO PROVIDE PTT WORKERS. SUPERINTENDENT and DEPARTMENT shall at all times enforce appropriate discipline and, good order among their employees and shall not knowingly employ any unfit person or anyone not skilled in providing the services required under this Page 4 25H -6 1', 2' 3 4 5 6 7 8 9 10 11 12 13 14 ].5 16 17 18 19 20 21 22 23 24 25 AGREEMENT, Any person in the employ of the SUPERINTENDENT or DEPARTMENT whom SUPERINTENDENT or DEPARTMENT deems incompetent, unfit, intemperate, troublesome or otherwise undesirable shall be excluded from providing services under this AGREEMENT and shall not again provide services except with written consent of SUPERINTENDENT or DEPARTMENT. Collect the GED testing fees from the examinees and transfer the funds to SUPERINTENDENT on a monthly basis. 6.0 CONFIDENTIALITY, SUPERINTENDENT and DEPARTMENT shall maintain confidentiality of their respective records and information, concerning the examinees served pursuant to all applicable federal and /or state laws or regulations as each may now exist or be hereafter amended. 7.0 HOLD HARMLESS. A. DEPARTMENT agrees to and does hereby indemnify, hold harmless and defend the SUPERINTENDENT, the Orange County Board of Education and its officers, agents and employees from every claim or demand made and every liability, loss, damage or expense, of any nature whatsoever, which may be incurred by reason of: liability for damages for: (1) death or bodily injury to persons (2) injury to, loss or theft of property; or(3) any other loss, damage or expense arising out of (1) or (2) above, sustained by the DEPARTMENT or any person, firm or corporation employed by the DEPARTMENT, either directly or by independent contract, upon or in connection with the services called for in this AGREEMENT, however caused, except for liability for damages referred to above which result from the sole negligence or Page 5 25H -7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 willful misconduct of the SUPERINTENDENT, the Orange County Hoard of Education, or its officers, employees or agents. S. SUPERINTENDENT agrees to and does hereby indemnify, hold harmless and defend DEPARTMENT, its Officers, agents and employees from every claim or demand made and every liability, loss, damage or expense, of any nature whatsoever, which may be incurred by reason of: liability for damages for: (1) death or bodily injury to person; (2) injury to, loss or theft of property£ or (3) any other loss, damage or expense arising out of (1) or (2) above, sustained by the SUPERINTENDENT or any person, firm or corporation employed by the SUPERINTENDENT, either directly or by independent contract, upon or in connection with the services called for in this AGREEMENT, 'however caused, except for liability for damages referred to above which result from the sole negligence or willful misconduct of DEPARTMENT, its officers, employees or agents. 8.0 EMERGENCIES. Any emergency situation affecting the welfare of minors including but n.ot limited to riot, fire, flood and natural disaster shall be immediately communicated between the Parties. 9.0 RECORDS AND RETENTION. SUPERINTENDENT shall have access to books, documents, and records of DEPARTMENT pertinent to services performed in this AGREEMENT for auditing and evaluation purposes. DEPARTMENT shall have access to books, documents and records of SUPERINTENDENT pertinent to services performed in this AGREEMENT for purposes of audit and evaluation. Each of the parties shall maintain and preserve all books, financial statements, journals, ledgers, and other pertinent documents for a period of five (5) years from the 'age 6 25H -8 1 2 3 4 5 5 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 termination of this AGREEMENT or for any period required thereafter by statute. 10.0 NON - DISCRIMINATION. DEPARTMENT and SUPERINTENDENT agree that they will not engage in unlawful discrimination in employment of persons because of race, color, religious creed, national origin, ancestry, physical handicap, medical condition, marital statue, or sex of such persons. 11,0 TERMINATION. This AGREEMENT may be terminated by either party for cause upon notification to the other party in writing thirty (30) days in advance of the desired date of termination. 12.0 TOBACCO USE POLICY, In the interest of public health, SUPERINTENDENT provides a tobacco-free environment. Smoking or the use any tobacco products are prohibited in buildings and vehicles, and on any property owned, leased or contracted for by the SUPERINTENDENT pursuant to SUPERINTENDENT Policy 400.15. Failure to abide with conditions of this policy could result in the termination of this AGREEMENT. 13.0 NOTICE, All notices or demands to be given under this AGREEMENT by either party to the other, shall be in writing and given either by: (a) personal service or (b) by U.S. Mail, mailed either by registered or certified mail, return receipt requested, with postage prepaid. Service shall be considered given when received if personally served or if mailed on the third day after deposit in any U.S. Post Office. The address to which notices or demands may be given by either party may be changed by written notice given in accordance with the notice Page 7 25H -9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 provisions of this section. At the date of this AGREEMENT, the addresses of the parties are as follows: DEPARTMENT: Santa Ana Police Department 52 Civic Center Plaza Santa Ana, California 92702 Attn: Donna Estrada SUPERINTENDENT: Orange County Superintendent of Schools 200 Kalmus Drive P.O. Box 9050 Costa Mesa, California 92625^ -9050 Attn: Patricia McCaughey 14.0 MISCELLANEOUS. A. The failure of SUPERINTENDENT or DEPARTMENT to see), redress for violation of, or to insist upon, the strict performance cf any term or condition of this AGREEMENT, shall not be deemed a waiver by that party of such term or condition., or prevent a subsequent similar act from again constituting a violation of such term or condition. B. This AGREEMENT and any exhibits attached hereto constitute the entire agreement among the Parties to it and supersedes any prior or contemporaneous understanding or agreement with respect to the services contemplated, and may be amended only by a written amendment executed by both Parties to the AGREEMENT. Page 8 25H -10 11 2 3 a 5 6 7 8 9 1Q 11 12 13 1.4 15 16 1.7 18 19 20 21 22 23 2:4 25 IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be executed. SANTA ANA POLICE DEPART ENT ORANGE C OF SCHOO BY: BY: I Authorized Signature Aut PRINT NAM Cjj-X s PRINT NAME: TITLE: �'oucE.— TITLE: Coc DATE: l` /P e+ DATE: Octc (Santa Ana Police Dept.- GED- Ineome(39898)16 2IP6 APPROVED AS TO FORM Laura A. Rossini Assistant City Attorney Page 9 25H -11 SUPERINTENDENT 13 ATTEST, MARIA HUIZAR Clerk of the Council CITY OF SANTA ANA DAVID CAVAZOS City Manager 25H -12 M01 CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AGREEMENT WITH NETWORK KINECTION, LLC FOR ON- THE -JOB TRAINING DEVELOPMENT SERVICES 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 Authorize the City Manager and Clerk of the Council to execute the attached agreement with Network Kinection, LLC in the amount of $127,376 for a one -year period, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION In November 2011, the Department of Labor awarded the City of Santa Ana WORK Center (WORK Center) $4,997,479 to fund its Bridges to Engineering program, which included a multi - agency consortium composed of three community colleges, including Santa Ana College; two non- profits; and three universities, including Cal State Fullerton and UCI. The program, intended to serve 290 students, was created with the purpose of providing academic and peer support to pre - engineering students to assist in acquiring an engineering degree. One of the foundational elements to this program includes an On- The -Job Training (OJT) component, which has been found to increase the probability of employment when combined with classroom training. The OJT program will subsidize 50% of the new employee's wages for up to six months to compensate the employer costs associated with training. On October 24, 2013, the WORK Center released a Request for Proposal (RFP) for organizations to develop OJT training opportunities with local businesses for Bridges to Engineering participants as required by the H -1 B Technical Skills Training grant. Eight proposals were distributed and only two responses were reviewed and evaluated. The evaluation panel consisted of one member each from the California Employment Development Division, Rancho Santiago Community College District, and CDC Small Business Finance. Proposals were reviewed and rated based on the following criteria: past experience, comprehensiveness of services, and reasonable cost. Network Kinection, LLC, which is located in Diamond Bar, was selected. Network Kinection, LLC will be responsible for coordinating the placement of 100 program participants in science, technology, engineering and math (STEM) related OJT or internship opportunities with private, engineering and other STEM companies. Responsibilities also include structuring training plans, preparing and submitting OJT agreements, internship agreements, and employer reimbursement request documents to the City for review, approval, and processing. 251 -1 Agreement — Network Kinection, LLC January 7, 2014 Page 2 FISCAL IMPACT Funds are available in the H -1 B Visa Program account (no. 13218744- 69137). APPROVED AS TO FUNDS AND ACCOUNTS: NaYrc Fong, AIC Francisco Gutierrez Interim Executive irectoor Executive Director ` Community Devel pment Agency Finance & Management Services Agency N F /CR/kg Exhibit: 1. Agreement 251 -2 EXHIBIT 1 Contract No. AGREEMENT UNDER THE WORKFORCE INVESTMENT ACT THIS AGREEMENT, made and entered into this 7a' day of January, 2014, 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 Network Kinection, LLC dba MikeMarinoff,com ( "CONTRACTOR "). RECITALS: A. CITY has been designated a Local Workforce Investment Area (LWIA) under the Workforce Investment Act of 1998, Public Law 105 -220 ( "the Act "). B. The State of California has created the LWIA to administer the Act programs operated by the State of California pursuant to the Act. C. As a LWIA, CITY is entitled to receive federal funds to establish programs to increase training opportunities for unemployed individuals. One goal of California's Workforce Investment System is to provide the opportunities to find retain, or advance their employment. D. CONTRACTOR is experienced in operating education, occupational development and employment programs for economically disadvantaged youths for entry into the labor market ( "said program "). E. CONTRACTOR is willing to operate said prograin pursuant to the Act and California law. WHEREFORE, for and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto do hereby agree as follows: I. CONTRACTOR'S OBLIGATIONS A. CONTRACTOR agrees to provide the following services pursuant to said program, as more specifically set forth in CONTRACTOR'S program narrative contained in "Exhibit A ", attached hereto and by this reference incorporated herein: Develop On- The -Job Training and internship agreements with local private, engineering and other science, technology, engineering and mathematics (STEM) companies on behalf of the Santa Ana WORI{ Center to structure work based teaming training opportunities for 100 Bridges -to- Engineering Program participants. 251-3 Page 1 of 15 CONTRACTOR'S failure to provide said services may be grounds for CITY to readjust the level of payment to CONTRACTOR otherwise provided for hereinafter. B, CONTRACTOR agrees to provide benefits to individuals who participate in the activities and services funded by this Agreement ( "participants ") in accordance with the standards and requirements set forth in Workforce Investment Act of 1998, Public Law 105 -220. C. CONTRACTOR agrees to perform the services set forth herein in a professional, timely and diligent manner. D. RESERVED E. CONTRACTOR shall adhere to the Labor Standards described in the Act including Section 181 of the Act. F. CONTRACTOR agrees to comply with the "Complaint Handling Procedures under the WW', attached hereto as "Exhibit B" and incorporated herein as though fully set forth in 20 CFR §667.200, Subpart F. CONTRACTOR shall advise participants of their rights to file complaints tinder the Act and the procedures for resolution of any complaints. CITY's procedures for handling complaints alleging a violation of the Act, regulations, grants, or other agreements tinder the Act shall be followed and any decision of CITY, the State or the federal government relating to the complaint shall be binding and followed by CONTRACTOR. CONTRACTORS who are employers shall operate a grievance system that incorporates CITY's procedures for resolution of complaints relating to the terns and conditions of employment; these procedures shall be approved in writing by CITY, G. As a condition of this award of financial assistance under the Act to CONTRACTOR from CITY, CONTRACTOR assures, with respect to operation of all programs or activities funded with funds provided pursuant to the Act, and all agreements or arrangements to carry out such programs or activities, that it will comply fully with the nondiscrimination and equal opportunity provisions of the Act (Section 188) and compliance with Equal Employment Opportunity provisions in Executive Order (E.O.) 11246, as amended by E.O. 11375 and supplemented by the requirements of 41 CFR Part 60; the Nontraditional Employment for Women Act of 1991; Title VI of the Civil Rights Act of 1964, as amended; section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; the Americans with Disabilities Act of 1990; and with all applicable requirements imposed by or pursuant to regulations implementing those laws, including, but not limited to, 29 CFR Part 33 and 37. The United States, the State of California and CITY have the right to seek judicial enforcement of this assurance. H. CONTRACTOR agrees that no participant(s) shall commence training prior to the approval of funding pursuant to Section 123 of the Act. I. CONTRACTOR agrees to maintain such records and submit such reports, data and information, on the form and containing such information, at such times as CITY may request or require regarding the performance of CONTRACTOR'S services or activities, costs or other data, including but not limited to, participants' attendance, payroll records and job duty statements. 251-4 Page 2 of 15 CITY, the State of California and the United States government and /or their representatives shalt have access for purposes of monitoring, auditing and examining of CONTRACTOR'S activities, performance, books, documents, papers, and records of CONTRACTOR subcontractors, bookkeepers and accountants, and employees and participants related to this Agreement. Such agencies or representatives shall also schedule on -site monitoring in their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of CONTRACTOR are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law, In the event CONTRACTOR does not make the above - referenced documents available within the City of Santa Ana, California, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. All accounting records and evidence pertaining to all costs of CONTRACTOR and all documents related to this Agreement shall be kept available at the location where CONTRACTOR conducted the program, as well as in the County of Orange, for the duration of this Agreement and thereafter for three (3) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY, the State of California or the United States Government take exception, shall be retained beyond the three (3) years until resolution of disposition of such appeals, litigation, claims, or exceptions. J. Without prejudice to any other section of this Agreement, CONTRACTOR shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. Notwithstanding the foregoing, CONTRACTOR agrees to submit to CITY, the State of California and/or the United States Goverranent or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of records submitted by CONTRACTOR, costs incurred and services rendered hereunder, K. CONTRACTOR agrees to complete in triplicate, a monthly Invoice/Voucher on CITY's InvoiceNoucher form, showing in detail the amount of money already expended by CONTRACTOR hereunder, as this is a cash reimbursement contract. Accounting records must be supported by such source documentation such as cancelled checks, paid bills, payrolls, time and attendance records, contract and subgrant award documents [29 CFR- Subpart C, Section 97.20 (b)(6)]. CONTRACTOR agrees to submit the above- stated documents to the WIB Administrative Office, 1000 East Santa Ana Blvd., Suite 200, Santa Ana, California, 92701, by the tenth (10th) day of the month following the month in which CONTRACTOR'S services are performed. Should CONTRACTOR fail to deliver said documents to CITY, CITY shall have the option to cancel this Agreement by giving CONTRACTOR ten (10) days written notice thereof. CONTRACTOR shall either return to the CITY excess revenues over costs or use such excess revenues as program income by utilizing such program income for additional training activities authorized under the Act. L. CONTRACTOR agrees to expend all funds in accordance with all applicable federal, state and local laws and regulations. CONTRACTOR also agrees to provide at 251-5 Page 3 of 15 CONTRACTOR'S own expense supplies and other costs of said PROGRAM. M. CONTRACTOR shall arrange independently for an audit that includes WIA funds received from CITY, in accordance with the Act, 20 CFR Section 667.200 and OMB Circular A- 133. CONTRACTOR shall submit one original of each required audit report to CITY within (30) days after the date received by CONTRACTOR. Should CONTRACTOR fail to comply with these requirements, CITY may at its option withhold payment of funds, or disallow kinds or suspend additional grant funds, N. CONTRACTOR shall not expend funds pursuant to this Agreement to provide services to any participant where costs of training are paid for by any other person or entity. O. CONTRACTOR shall comply with the provisions of Circular A -102 of the U.S. Office of Management and Budget (OMB) and the related "Common Rule" entitled "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Government ", Subpart C, paragraphs 37 and 42, Circular A -128, and all other applicable federal statutes and executive orders and their implementing regulations, including regulations at 29 CFR Park 97. P. CONTRACTOR shall comply with the requirements of federal regulations found at 29 CFR 93 which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, member of Congress or an officer or employee of a member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONTRACTOR shall sign a certification to that effect in a form as set forth in "Exhibit C," attached hereto and by this reference incorporated herein. CONTRACTOR shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to CONTRACTOR under the terms and conditions of this Agreement. Q. CONTRACTOR agrees to provide a drug -free work place and to execute a certification as set forth in "Exhibit D" attached hereto and incorporated herein by this reference. R. CONTRACTOR, in accordance with the Child Support Compliance Act, recognizes and acknowledges the importance of child and f<rmily support obligations and shall fully comply with all state and federal laws relating to child and family support enforcement, including, but not limited to: disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the state Family Code; and, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Employee Registry maintained by the California Employment Development Department (EDD). S. CONTRACTOR agrees to comply with all applicable provisions of the ACT and the federal regulations, including but not limited to the regulations found at 20 CFR part 629. T. CONTRACTOR agrees to provide priority of services for veterans and eligible spouses pursuant to 20 CFR part 101.0 and the regulations implementing priority of service for veterans and eligible spouses in Department of Labor job training programs under the Jobs for Veterans Act 251-6 Page 4 of 15 published at 73 Fed.Reg. 78132 on December 19, 2008. H. CITY'S OBLIGATIONS A. CITY agrees to pay to CONTRACTOR when, if and to the extent federal funds are received under the provisions of the Act a sum not to exceed One Hundred Twenty Seven Thousand Three Hundred Seventy Six Dollars ($127,376.00) for CONTRACTOR'S performance in accordance with the payment schedule attached hereto as "Exhibit E" during the period of this Agreement. Said sum shall be paid after CITY receives invoices submitted by CONTRACTOR as provided hereinabove. B. CITY agrees to provide for on -site monitoring reviews of said program operation at least twice annually. In addition, monthly desk -top reviews of pertinent information will be conducted. C. CITY has the right to de- obligate the funds hereunder and take such funding back from CONTRACTOR due to any of the following reasons: (a) lack of performance by CONTRACTOR; (b) lack of fiscal accountability of CONTRACTOR; or (c) decrease in available funding. III. TIME PERIOD OF AGREEMENT This Agreement shall commence on January 7, 201.4, and all duties arising under this Agreement shall have been perfonned by January 6, 2015. The term of this Agreement may be extended by a writing executed by the Executive Director of the Community Development Agency and the City Attorney. IV. INDEPENDENT CONTRACTOR CONTRACTOR shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the CITY. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, ajoint venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which CONTRACTOR performs the services which are the subject matter of this Agreement; however, the services to be provided by CONTRACTOR shall be provided in a manner consistent with all applicable standards and regulations governing such services. CONTRACTOR shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. V. WORKER'S COMPENSATION AND EMPLOYER'S RIGHTS A. CONTRACTOR shall use appropriate funds received from CITY to provide workers' compensation to all those hired by CONTRACTOR under this Agreement. 251-7 Page 5 of 15 B. CONTRACTOR shall have the right to hire, dismiss, or promote its employees or contract personnel Erred under this Agreement so long as its hiring or dismissal policy or standard does not violate Title VII of the Civil Rights Act of 1964, Fair Labor Standards Act of 1938, or any other applicable law, and CONTRACTOR maintains itself as an Equal Opportunity employer. VI. APPLICABLE GUIDELINES A. The parties hereto agree that CONTRACTOR shall comply with all applicable federal and state laws and regulations, including, but not limited to the Performance Standards (Exhibit A) and general program requirements described in Sections 106 and 141 of the Act (29 USC Sections 1516 and 1551) and applicable regulations, and the U,S. Department of Labor guidelines and regulations, including amendments or revisions made during the terms of this Agreement. Said applicable laws are hereby incorporated by reference and made as part of this Agreement as though fully set forth herein. B. CONTRACTOR also assures and certifies that: 1. CONTRACTOR shall comply with Title VII of the Civil Rights Act of 1964 (P.L. 83 -354) and in accordance with Title VII of the Act, no person shall, on the grounds of race, color, religion, sex, age, handicap or national origin be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement. 2. CONTRACTOR shall comply with any and all federal laws limiting the political activity of employees hired under this Agreement. 3. CONTRACTOR shall comply with the requirements that no program under the Act shall involve political activities. 4. RECORD INSPECTION. CONTRACTOR shall provide the U.S. Department of Labor and the Controller General, by and through any authorized representative, as well as the WIB Administrative Office, access to and the right to examine all records, books, papers or documents relating to the accotnting and use of funds under this Agreement for a three -year period from and after the effective date of this Agreement. 5. No person with responsibilities in the operation of any program under the Act shall discriminate with respect to any program participant or any application for participation in such program because of race, creed, color, national origin, sex, political affiliation or beliefs. 6. CONTRACTOR shall maintain appropriate standards for health and safety in work and training situations. 7. CONTRACTOR shall comply with general provisions, assurances, and certifications attached hereto as "Exhibit F" and incorporated herein. 8. EQUAL OPPORTUNITY. Any literature distributed by CONTRACTOR for the purpose of apprising businesses, ,participants, or the general public of its programs under this Agreement shall state that its programs are supported by the City of Santa Ana and 251-8 Page 6 of 15 the Santa Ana Workforce Investment Board, and shall state that the program is an "equal opportunity employer /program" and that "auxiliary aids and services are available upon request to individuals with disabilities." 9. Based on the population eligible to be served, or likely to be directly affected by the WIA program or activity, the services or information may need to be provided in a language other than English in order to allow such population to be effectively informed about or able to participate in the program or activity. Pursuant to 29 CFR 37.35, the Contractor must take reasonable steps to provide services and information in appropriate languages after considering the scope of the program or activity, and the size and concentration of the population that needs services or information in a language other than English. 10. CONTRACTOR certifies that all property, finished or unfinished documents, data, studies and reports prepared or purchased under this Agreement, will be disposed of in accordance with the direction of the CITY. In addition, any tools and /or equipment furnished to the CONTRACTOR by the CITY and/or purchased by the CONTRACTOR with funds pursuant to this Agreement, will be limited to use within the activities outlined in this agreement and will remain the property of the United States Government and/or CITY. Upon termination of this Agreement, CONTRACTOR will immediately return such tools and /or equipment to the CITY or dispose of them in accordance with the direction of the CITY. 11. CONTRACTOR certifies that this Agreement does not provide for the advancement or aid to any religious sect, church or creed, or sectarian purpose nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination, as specified by Article XVI, Section 5, of the Constitution of the State of California, regarding separation of church and state. 12. PATENT, COPYRIGHTS AND RIGHTS IN DATA. The CONTRACTOR will disclose to the CITY any invention, written product, computer program developed or data assembled as a result of performance of work under this Agreement within seventy four (74) days of invention, development or assembly. The CITY, State of California, and U.S. Department of Labor will have the right to patent any invention and copyright any written product or computer program or data generated by CONTRACTOR. Upon written request, CONTRACTOR will transfer all pertinent information, specifications and right, title and interest to the designated agency. 13. INVENTIONS, PATENTS AND COPYRIGHTS. A. Reporting Procedure. If any project produces patentable items, patent rights, processes, or inventions in the course of work under a U.S. Department of Labor (DOL) grant or agreement, the CONTRACTOR shall report the fact promptly and fully to the CITY. The CITY shall report the fact to the Grant Officer, at the DOL. Unless there is a prior agreement between the CITY and the DOL and its representative on these matters, the DOL shall determine whether to seek protection on the invention or discovery. The DOL and its representative shall determine how the rightsin the invention or discovery, including rights under any patent issued thereon, will be allocated and administered in order to protect the public interest consistent with the "Governmental Patent Policy" (President's Memorandum for Heads of Executive Departments and Agencies, August 23, 1971, and Statement of Government Patent Policy as printed in 36 FR 16889). 251-9 Page 7 of 15 B. Copyright Policy, 1. Unless otherwise provided in the tenns of the grant or agreement, when copyright - able material is developed in the course of or under a DOL Grant or agreement, the author and the CITY which developed the work is free to copyright material or to permit others to do so. The CONTRACTOR and the Workforce Investment Board (WIB) shall have a royalty -free, nonexclusive and irrevocable license to reproduce, publish, use and to authorize others to use all copyrighted material. 2. The DOL reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes: (a) The copyright in any work developed under any grant, sub - grant, or contract under a grant or subgrant; (b) Any right of copyright to which a grantee, subgrantee or a CONTRACTOR purchases ownership with grant support; and (c) CONTRACTOR shall comply with the requirements of 29 CFR Part 97.34, C. nights to Data. The DOL and the CITY shall have unlimited rights to any data first procured or delivered under this Agreement. 14. CLEAN AIR / CLEAN WATER ACT. If the grant hereunder exceeds $100,000, CONTRACTOR must comply with Section 306 of the Clean Air Act [(42 USC 1875(h)]; Section 508 of the Clean Water Act (33 USC. 1368); Executive Order 11738 and Environmental Protection Agency ( "EPA ") regulations (40 CFR Part 15) as any may now exist or be hereafter amended. Under these laws and regulations, the CONTRACTOR assures that: (a) No facility to be utilized in the performance of the proposed grant has been listed on the EPA List of Violating Facilities; (b) It will notify CITY prior to award of the receipt of any communication from the Director, Office of Federal Activities, U.S. EPA, indicating that a facility to be utilized for the grant is under consideration to be listed on the EPA List of Violating Facilities; (c) It will notify the CITY and the EPA about any known violation of the above laws and regulations. C. CONTRACTOR agrees to adhere to the following STANDARDS OF CONDUCT: 1. General Assurance, Every reasonable course of action will be taken by CONTRACTOR in order to maintain the integrity of this expenditure of public funds and to avoid favoritism. This Agreement will be administered in an impartial manner, free from errors to gain personal, financial political gain. CONTRACTOR, its officers and employees, in administering this Agreement, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain. 2. Em�plovment of Former State or CITY Employees, CONTRACTOR will ensure that any of its employees who were formerly employed by the State of California or CITY, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Agreement, will not be assigned to any part or phase of the activities conducted pursuant to this Agreement for a period of not less than two (2) years following the termination of such employment. 251-10 Page 8 of 15 3. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of CONTRACTOR will receive favorable treatment when considered for enrollment in programs provided by, or employment with, CONTRACTOR. 4. Conducting Business Involving Close personal Friends and Associates. Executives and employees of CONTRACTOR will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Agreement, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for CONTRACTOR to conduct business with a friend or associate of an executive or employee of CONTRACTOR, an elected official in the area or a voting or non - voting member of the Workforce Investment Board (WIB), a permanent record of the transaction will be retained. 5. Avoidance of Conflict of Economic Interest. No executive or employee of CONTRACTOR or voting or non - voting member of a WIB, will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by CONTRACTOR or CITY. Supplies, materials, equipment or services purchased with Agreement funds will be used solely for purposes asserted or allowed under this Agreement. No voting member of the WIB will cast a vote on the provision of services or vote on any matter which would provide direct financial benefit to that member or any business or organization which the member directly represents. 6. Salary and Bonus Limitations. All subrecipients of WIA program funds are required to comply with federal requirements regarding the limitations on salary and bonus payments in accordance with Public Law 109 -149, Section 7013. VII. HOLD HARMLESS A. CONTRACTOR shall indemnify and save harmless CITY, its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims, resulting from or arising out of the negligent acts, errors or omission of CONTRACTOR, its employees or subcontractors. B. CONTRACTOR shall indemnify and save hanuless CITY, its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents and employees, from and against any and all claims, demands, suits, actions or proceedings therefore, resulting from or arising out of the intentional or malicious acts of CONTRACTOR, its employees or subcontractors. C. Both parties to this Agreement shall agree to defend, indemnify, and hold harmless the other party, its officers, agents, employees, and volunteers, from and against all loss, cost, and expense arising out of any liability or claim of liability, sustained or claimed to have been sustained, arising out of activities, or the performance or nonperformance of obligations under this Agreement, of the indemnifying party, or those of any of its officers, agents, employees, or volunteers. 251-11 Page 9 of 15 The provisions of this Article do not apply to any damage or losses caused solely by the negligence of the non - indemnifying party or any of its agents or employees. VIII. INSURANCE 1. Commercial General Liability. CONTRACTOR agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the State of California, CITY, and CONTRACTOR against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive insurance shall be endorsed to provide to CITY and to the State of California, Employment Development Department, at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, and the State of California, its officers, employees, and volunteers as additional insured; and state that such coverage is primary to any other coverage or self - insurance of the State of California and CITY. Governmental entities may substitute a certificate of self- insurance. 2. Automobile Liability Coverage CONTRACTOR shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit tmless reduced by CITY, which applies to both owned /leased and non -owned automobiles used by CONTRACTOR employees or participants in performance of this Agreement, or, in the event that CITY will not utilize such owned /leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, CONTRACTOR shall secure and maintain on file from all such employees, participants, or agents as self - certification of automobile insurance coverage. Governmental entities may substitute a certificate of self - insurance. 3. Workers' Compensation. If CONTRACTOR is an "employer ", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., CONTRACTOR shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage .for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. CONTRACTOR shall carrymedical and accident insurance for those participants not qualifying as "employees" for Worker's Compensation Coverage, pursuant to California Labor Code Section 3350, et seq. 4. Equipment Coverage. CONTRACTOR shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by CONTRACTOR in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self- insurance. 5, Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. CONTRACTOR understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. 251 -12 Page 10 of 15 IX. CORPORATESTATUS All corporate CONTRACTORS shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in corporate status or suspension shall be reported immediately to CITY. X. ASSIGNABILITY None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of CONTRACTOR under the terms of this Agreement. XI. LAWS GOVERNING THIS AGREEMENT In its performance under this Agreement, CONTRACTOR shall fully comply with the requirements of the following, whether or not otherwise referred to in this Agreement: 1, The Act and all applicable federal statutes, regulations, policies, procedures and directives, including but not limited to, 20 C.F.R. Parts 652 and 660 through 671. 2. All applicable State statutes, regulations, policies, procedures and directives; 3. All applicable CITY policies, procedures and directives; 4. All applicable local ordinances and requirements, including use permits and licensing; 5. Court orders applicable to its operation; and, 6. The terns and conditions of this Agreement. If any of the foregoing is enacted, amended, or revised, CONTRACTOR will comply with such or will notify CITY after enactment or modification that it cannot so comply. CITY may thereupon terminate this Agreement, if necessary. XII. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of CONTRACTOR by CITY, and contains all the covenants and agreements between the parties with respect to such employment. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not 251-13 Page 11 of 15 embodied herein, and that no other agreement or amendment hereto shall be affective unless executed in writing and signed by both CITY and CONTRACTOR. XIII. FRAUD CONTRACTOR shall immediately report to CITY all instances and facts concerning possible fraud, abuse or criminal activity relating to expenditure or receipt of funds under this Agreement, XIV. CONTINGENCY OF FUNDS CONTRACTOR acknowledges that approval of and funding for this Agreement is contingent upon Federal approval, and funds received or obligated from the Department of Labor to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately notify CONTRACTOR. Within twenty (20) days of receipt of such notice, CONTRACTOR shall modify or cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or reimbursement of costs incurred hereunder. XV. TERMINATION A. This Agreement may be terminated by either party at its sole discretion, upon thirty (30) days written notice to the other party. Notice shall be deemed served on the date of mailing. However, CONTRACTOR may not terminate this Agreement if undue hardship will result to any participant. B. In the event CONTRACTOR defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to CONTRACTOR, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. XVI. DISPUTES Except as otherwise provided in this Agreement, any dispute concealing any question arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its decision to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. The decision of the City shall be final and conclusive unless within thirty (30) calendar days from the mailing or delivery of such copy, CITY receives from CONTRACTOR written request to appeal said decision, Procedures governing the appeal shall be prescribed by CITY and /or the State of California in accordance with the Act and all corresponding regulations and OMB circulars. Pending 2 51 -1 4 Page 12 of 15 final disposition of the appeal, CONTRACTOR shall act in accordance with CITY's decision unless the dispute involves a change order, XVII. BREACH - SANCTIONS If, through any cause, CONTRACTOR violates any of the terms and conditions of this Agreement, and/or prior agreements whereby grant funds were received by CONTRACTOR pursuant to this Agreement, or if CONTRACTOR reports inaccurately or if any Audit Report makes disallowances, CONTRACTOR shall promptly remedy its acts or omissions and /or repay CITY all amounts due CITY as a result of CONTRACTOR's violation, For any such failures or violations, CITY shall also have the right at its sole discretion to either: (1) discontinue program support until such time as CONTRACTOR fulfills its obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect outstanding amounts as determined by CITY due CITY by offsetting or debiting from current claims or invoices, if after thirty (30) days' written notice CONTRACTOR has failed to repay same or a repayment schedule has not been made; and/or (3) terminate this Agreement by giving written notice to CONTRACTOR of such termination in accordance the notice provision in Paragraph XVIII herein below. XVIII. NOTICES All notices, reports and correspondence between the parties hereto respecting this Agreement shall be in writing and deposited in the United States Mail, postage prepaid, addressed as follows: CITY: City of Santa Ana Manager, WIB Administrative Office P.O. Box 1988 (M -73) Santa Ana, CA 92702 CLERK: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P,O. Box 1988 Santa Ana, CA 92702 -1988 Telefacsimile (714) 647 -6956 CONTRACTOR: Network Kinection, LLC c/o Mike Marinoff 1142 S. Diamond Bar Blvd #160 Diamond Bar CA, 91765 Telephone: (714) 305 -2311 Telefacsimile: (714) 549 -8109 2 51 -1 5 Page 13 of 15 XIX. MERGER This Agreement, together with the attachments hereto, expresses the total understanding of the parties. There are no oral understandings of the parties or terms and conditions other than as stated herein. XX. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. XXI. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 251 -16 Page 14 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above - written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney in Lisa E. Storck Assistant City Attorney CITY OF SANTA ANA, a municipal corporation of the State of California "CITY" am David Cavazos City Manager "CONTRACTOR' Network Kinection, LLC By: Michael Marinoff Executive Director /Chief Operating Officer Tax ID #: 251 -17 Page 15 of 15 Bridles- to- Eneineerine On The Job Trainine Scope of Work Develop On- The -Job Training and internship agreements with local private, engineering and other science, technology, engineering and mathematics (STEM) companies on behalf of the Santa Ana WORK Center to structure work based learning training opportunities for Bridges -to- Engineering program participants, 1. Develop OJT and internship placements for 100 program participants. The Santa Ana WORK Center will determine which participants will receive OJT, and which participants will receive internships based on program needs and requirements. 2. Recruit local private businesses to develop Engineering and other STEM related OJT and internship agreements on behalf of the Santa Ana WORK Center. 3. Collect and review all OJT and internship related documentation and submit to Santa Ana WORK Center for review, approval, and processing, including: a. OJT Contract Documents (Attachment I) Three original signed copies of agreement are to be submitted. Once agreement is approved by the City of Santa Ana, a copy of the agreement and OJT Invoice Forms will be mailed to the employer. b. OJT Employer Reimbursement Invoice (Attachment II) and supporting documentation including timecards, payroll registers, and cancelled checks. Payment requests by the OJT employer are to be submitted to the Santa Ana W /O /R/K Center on a billing cycle agreed to by both the employer and the OJT Program Coordinator (monthly is preferred); using the City of Santa Ana OJT Invoice form. OJT invoices must represent reimbursement requests for hours worked in specified time periods which should coincide with the regular payroll schedule of the OJT employer. However an OJT employer may not request reimbursements more often than on a monthly basis. Note: A defined work week may not exceed more than 40 working hours. OJT reimbursements requests must not reflect hours for company paid holidays, comp time, over time or sick leave or any time above a 40 hour work week. c. Internship Documents (Attachment IIl) 4, Submit monthly progress reports. This project will be conducted in a manner that is consistent with the provisions of the Workforce Investment Act and other provisions found in the H -1B Technical Skills Training grant. a Poe PROJECT TIMELINE Enrollment Goal: The enrollment goal is 100 placements of program participants. Month Cumulative Placements January 0 February - --_ -- -- 8 March 18 April 26 May 36 June 44 July 54 August 64 September 72 October 82 November 90 December 100 PROGRAM PARTICIPANT PLACEMENTS 120 100 -i -- 80 60 40 __._. __._._ ___. ___ ___..._ --- CUmlllativePlacements 20 - -- i 0 - - -: P ��,oeo4�ooe,¢`��.pe� F SyRw �yo Qe Employer Recruitment Goal: The employer recruitment goal is 20 to 25 companies for the 100 placements of program participants. 261Iglla ATTACHMENT 1. Pre Award Survey 2, OJT Agreement Template 3. Exhibit A: Training Plan 4. Exhibit B: Assurances 5. Exhibit C: Insurance commercial /workers comp for 1,000,000 with Additional Insured Endorsement naming City of Santa Ana as Additional Insured. Insurance must be approved by City Attorney prior to commencement of OJT. 6. Exhibit D: Drug Free Workplace Form completed and signed 7. Exhibit E: Debarment Certification signed S. ADA Survey 9. Grievance Procedures 10. W9 and W9 Request Forms 251 -20 On the Job Training Pre Award Survey BUSINESS NAME: ADDRESS: STATE TAX I.D. #_ FEDERAL TAX I.D. # YES NO 1. The business does provide worker's compensation coverage. ❑ ❑ Policy Number: 2. The business does provide General Liability Insurance in the amount of ❑ ❑ One Million Dollars ($1,000,000). Policy must identify the City of Santa Ana as the certificate holder. 3. The system used for business accounting does document cash received, state and ❑ ❑ federal tax withholdings, FICA deductions. 4. The business has not been cited for any health, safety, wage and hour, or child ❑ ❑ labor violations during the past 12 months. 5. The business maintains a grievance and /or complaint handling procedures for ❑ ❑ employees. 6. The prospective OJT client is not a former employee of the business. ❑ ❑ 7. Wages for the planned OJT position are wages comparable to similar positions. ❑ ❑ 8. A written job description for this position is on file. ❑ ❑ 9. Union concurrence has been obtained. ❑NA ❑ ❑ 10. Business license is current, ❑ ❑ 11. The business does not have a history of failing to provide OJT participants with ❑ ❑ continued long term employment. 12. The business has not had any employees laid off in the past 6 months. ❑ ❑ 13. The business is financially stable and has the means to train and pay for the ❑ ❑ prospective OJT employee. The employer stipulates and agrees by signing below that the establishment in which on- the -job training will be given: (1) Has not been moved from any previous location less than 120 days prior to the effective date of the OJT contract. (2) Is not a branch, affiliate or subsidiary of a business entity in another location which has, at any time subsequent to the date of the OJT contract, relocated or expanded so as to cause an increase in unemployment or the closing down of operations in which the entity conducts business operations, TOTAL WORKFORCE # Employer Date OJT Coordinator /Case Manager Date Carlos de Is Rive Date Economic Development Specialist CONTRACT RECOMMENDED: YES ❑ NO ❑ Date 251 -21 Rev. 8/2012 Agreement No, ON -THE -JOB TRAINING AGREEMENT UNDER THE WORKFORCE INVESTMENT ACT THIS AGREEMENT is made and entered into this DAB' day of MONTH, YEAR between the City of Santa Ana, a charter city and mmiicipal corporation duly organized and existing under the Constitution and laws of the State of California (hereinafter "CITY ") and COMPANY NAME (Hereinafter "EMPLOYER "). WITNESSETH Recitals: A. CITY has been designated a Local Workforce Investment Area ( "LWIA ") pursuant to Section 116 of the Workforce Investment Act ( "WIA "), P.L. 105 -220, 29 USC Section 2801, to receive federal founds to promote effective delivery of job training services to local area residents. B. The State of California has created the California Workforce Investment Board pursuant to Section 111 of the Workforce Investment Act, P.L. 105 -220, 29 USC 2821 to administer the WIA programs operated by the State of California. C. As a LWIA, CITY is entitled to receive federal funds to establish programs to prepare eligible unskilled youth, adults and dislocated workers for entry into the labor market, and to provide job training to those individuals who 'face serious barriers in obtaining productive employment ( "said Program "). D. EMPLOYER is able and willing to train eligible unskilled applicants for entry into the labor market and is willing to operate said program pursuant to the WIA and applicable federal, state and local laws. WHEREFORE, for and in consideration of the respective and muwal covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto do hereby agree as follows: Tenn. The effective term of this Agreement is for the period beginning START DATIE, and ending END DATE. The teen of this Agreement 'maybe extended upon agreement of all parties and execution of an amendment of the term. 2. Scone of Work. The EMPLOYER shall employ and train one employee (hereinafter "Trainee ") in the occupation and in accordance with the OJT Training Outline set forth in Exhibit A, attached hereto and incorporated herein by this reference. 251 -22 Said Trainee shall be referred by the City of Santa Ana W /O /R/K Center. Training must significantly raise the Trainee from his /her prior position in both level of skill and salary by the end of the training period. 3. Fun in . CITY shall reimburse the EMPLOYER an amount not to exceed $DQLLAR AMOUNT in accordance with the Cost Computation included in Exhibit A. EMPLOYER shall bill the CITY monthly on an invoice provided by CITY for actual and reasonable cost for providing the services described in this Agreement. Reimbursement of EMPLOYER under this Agreement shall be limited to the costs incurred during the basic work week, excluding overtime and any paid holidays or sick leave. 4. Subcontracting Prohibited. The EMPLOYER shall not subcontract or assign the OJT Training. Any attempt by the EMPLOYER to delegate or assign OJT training duties under this Agreement shall void, and permit CITY to immediately terminate, this Agreement. 5. Employer Obligations. During the training, the EMPLOYER shall ensure that the Trainee: a. is on the EMPLOYER's payroll, not paid as a contracted employee /independent contractor; and, b. receives the same benefits as EMPLOYER's other employees performing similar work; and, C. is paid the salary as indicated in Exhibit A with appropriate payroll taxes withheld and reported; and, d. is provided Worker's Compensation Insurance coverage, pursuant to state law; and, e. is provided by EMPLOYER with safety instructions and equipment necessary for reasonable protection against injury and damage. CONTRACTOR shall maintain appropriate standards for health and safety in work and training situations. Where special clothing or equipment is provided to the EMPLOYER's regular employees, EMPLOYER shall provide the same type of clothing or equipment to the Trainee performing similar work. 6. Employment of Trainee. The EMPLOYER shall employ the Trainee as a regular member of EMPLOYER's work force. If EMPLOYER wants to continue to employ the Trainee upon the successful completion of the training period under this Agreement, said employment shall be subject to the same conditions of employment applied to EMPLOYER's other regular employees, including termination for unsatisfactory performance. 2 251 -23 7. Patent. Copyrights and Rights in Data. The EMPLOYER will disclose to the CITY any invention, written product, computer program developed or data assembled as a result of performance of work under this Agreement within seventy four (74) days of invention, development or assembly. The CITY, State of California, and U.S. Department of Labor will have the right to patent any invention and copyright any written product or computer program or data generated by EMPLOYER. Upon written request, EMPLOYER will transfer all pertinent information, specifications and right, title and interest to the designated agency. 8. INVENTIONS, PATENTS AND COPYRIGHTS. A. Reporting Procedure. If any project produces patentable items, patent rights, processes, or inventions in the course of work under a U.S. Department of Labor (DOL) grant or agreement, the CONTRACTOR shall report the fact promptly and fully to the CITY. The CITY shall report the fact to the Grant Officer, at the DOL. Unless there is a prior agreement between the CITY and the DOL and its representative on these matters, the DOL shall determine whether to seek protection on the invention or discovery, The DOL and its representative shall determine how the rights in the invention or discovery, including rights under any patent issued thereon, will be allocated and administered in order to protect the public interest consistent with the "Governmental Patent Policy" (President's Memorandum for Heads of Executive Departments and Agencies, August 23, 1971, and Statement of Government Patent Policy). B. Copyright Policy. 1. Unless otherwise provided in the terms of the grant or agreement, when copyright -able material is developed in the course of or under a DOL Grant or agreement, the author and the CITY which developed the work is free to copyright material or to permit others to do so. The EMPLOYER and the Workforce Investment Board (WIB) shall have a royalty - free, nonexclusive and irrevocable license to reproduce, publish, use and to authorize others to use all copyrighted material. 2. The DOL reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government piuposes: (a) The copyright in any work developed under any grant, sub -grant, or contract under a grant or subgrant; (b) Any right of copyright to which a grantee, subgrantee or a EMPLOYER purchases ownership with grant support; and (c) EMPLOYER shall comply with the requirements of 29 CFR Part 97.34. C. Rights to Data. The DOL and the CITY shall have unlimited rights to any data first procured or delivered under this Agreement. 9. Hold Harmless. The EMPLOYER shall indemnify, defend and hold harmless CITY, and its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall indemnify, defend and hold harmless CITY, and its officers, agents and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not limited to, workers' compensation claims, resulting 251 -24 from or arising out of the negligent acts, errors or omissions of EMPLOYER, its employees, agents or subcontractors. 10. Insurance. The EMPLOYER shall obtain at its sole cost and file with the City of Santa Ana — Santa Ana W /O /R/K Center, upon execution of this Agreement, and maintain for the period covered by this Agreement, a policy or policies of commercial general liability insurance or a certificate of such insurance, satisfactory to the City Attorney of CITY, naming CITY, and its officers, agents and employees, as insured or additional insured (see attached Additional Insured Endorsement, Exhibit C), which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of operations of EMPLOYER, and its officers, agents, or employees. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in no less than One Million Dollars ($1,000,000). Said policy of comprehensive public liability insurance shall be endorsed to provide to CITY and to the State of California, Employment Development Department, at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, and the State of California, its officers, employees, and volunteers as additional insured; and state that such coverage is primary to any other coverage or self - insurance of the State of California and CITY. Governmental entities may substitute a certificate of self- insurance. 11. Record Keeain . CITY, the State of California and the United States government and /or their representatives shall have access for purposes of monitoring, auditing and examining of EMPLOYER'S activities, performance, books, documents, papers, and records of EMPLOYER'S subcontractors, bookkeepers and accountants, and employees and participants related to this Agreement. Such agencies or representatives shall also schedule on -site monitoring in their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities fiinded hereunder are conducted or in which any of the records of EMPLOYER are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. In the event EMPLOYER does not make the above- referenced documents available within the City of Santa Ana, California, EMPLOYER agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. All accounting records and evidence pertaining to all costs of EMPLOYER and all documents related to this Agreement shall be kept available at the location where EMPLOYER conducted the program, as well as in the County of Orange, for the duration of this Agreement and thereafter for three (3) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY, the State of California or the United States Government take exception, 4 251 -25 shall be retained beyond the three (3) years until resolution of disposition of such appeals, litigation, claims, or exceptions, 12. Government Funding. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the same Fiscal Year as for this Program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by Congress or any statute enacted by Congress which may affect the provision, terms or funding of this Agreement in any manner. 13. Payment Cap, City's OJT payments to EMPLOYER shall not exceed a maximum of fifty percent (50 %) of the wages paid by EMPLOYER during the training period specified in Exhibit A. 14. Amendment of Agreement. No alteration or variation of the terms of this Agreement shall be valid and /or binding unless made in writing and signed by both parties. There are no oral understandings or agreements between the parties. 15. Breach/Sanctions. If, through any cause, EMPLOYER violates any of the terms and conditions of this Agreement, or if EMPLOYER reports inaccurately or if any Audit Report makes disallowances, EMPLOYER shall promptly remedy its acts or omissions and /or repay CITY all amounts due CITY as a result of EMPLOYER's violation. For any such failures or violations, CITY shall also have the right at its sole discretion to either: (1) discontinue program support until such time as EMPLOYER fulfills its obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect outstanding amounts as determined by CITY due CITY by offsetting or debiting from current claims or invoices, if after thirty (30) days' written notice EMPLOYER has failed to repay same or a repayment schedule has not been made; and /or (3) terminate this Agreement by giving written notice to EMPLOYER of such termination in accordance the notice provision in Paragraph XVIII herein below. 16. Termination. Either party may tenninate this Agreement upon thirty (30) days prior written notice to the other party. However, the CITY may immediately terminate this Agreement at such time as funds are not made available to CITY through the United States Department of Labor or the State of California Employment Development Department for the purpose of carrying out this Agreement. 17, Independent Contractor. The EMPLOYER, and any agents and employees of the EMPLOYER, in the performance of this Agreement, shall act in an independent capacity as independent contractors and not as officers, employees, or agents of the CITY. This Agreement is not intended nor shall it be construed to create an employer - employee relationship between EMPLOYER and CITY, nor a joint venture relationship. The EMPLOYER shall not subcontract in the name of the CITY. 18. Equal Employment Opportunities. The EMPLOYER warrants that it will comply with Title VI of the Civil Rights Act of 1964, . and the requirements relating to equal employment opportunities set forth in Executive Order No. 11246, as amended by E.O. 251 -26 11375 and supplemented by the requirements of 41 CFR Part 60. EMPLOYER will also comply with all applicable federal and state laws and regulations, and particularly those assurances and certifications set forth in Exhibit B attached hereto and by this reference incorporated herein. 19. Prohibitions. The EMPLOYER shall not use any of the training fiords provided under this Agreement for political or sectarian activities. 20. Grievance Procedure. The EMPLOYER shall continue to operate, or shall establish and maintain a grievance or complaint handling procedure relevant to the terms and conditions of employment and the EMPLOYER's activities and programs, which shall meet at a minimum the requirements set forth in Section 101 (31) of the Act and 663.700- 710 and regulations promulgated by the State or Federal Govenunent. Employers that do not have a grievance or complaint handling procedure shall use the procedures prescribed by the CITY. 21. Guidelines. The CITY shall make the WIA applicable federal regulations and policy guidelines available to EMPLOYER at CITY — W /O /R/K Center, 1000 E. Santa. Ana Blvd., Suite 200, Santa Ana, California 92701, The CITY shall also inform the EMPLOYER of changes in the WIA regulations or policy guidelines if such changes affect the operation of this Agreement. 22. Drug Free WoLkTlace. The EMPLOYER agrees to provide a drug -free work place and to execute a certification as set forth in Exhibit D attached hereto and incorporated herein by this reference. 23. Notices. All notices, reports and correspondence between the parties hereto respecting this Agreement shall be in writing and deposited in the United States mail, postage prepaid, addressed as follows: CITY: City of Santa Ana — Santa Ana WORK Center 1000 E. Santa Ana Blvd., Suite 200 Santa Ana, CA 92701 Attention: WORK Center Director BUSINESS NAME. ADDRESS CITY, STATE ZIP ATT: NAME 251 -27 24. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension ", See also 29 CRP Parts 97.35 and 98.510. EMPLOYER must review and sign Exhibit E "Debarment ", which is attached hereto and incorporated herein by this reference. 24. Merger. This Agreement, together with the attachments hereto, expresses the total understanding of the parties. There are no oral understandings of the parties or terms and conditions other than as stated herein. 25. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 26, Miscellaneous Provisions. a. Each undersigncd represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 7 251 -28 IN WITNESS WHEREOF, the parties hereto Have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Cawalho City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Nancy Fong, AICP Interim Executive Director Community Development Agency CITY OF SANTA ANA David Cavazos City manager EMPLOYER: NAME c 17 BUSINESS.SIGNATORY TI'T'LE . Tax ID#: TAX ID 8 251 -29 I. II. c3 GENERAL 1. Name of OJT Employer: _ 2. Address of OJT Work -site: 3. Phone Number: C! 5. 6. 7. 8. TRAINING PLAN Training Supervisor: Name of OJT Trainee: Application Number of Trainee: Grant/Program: Proportion of trainees /employees: (at time Agreement entered into) a. Total number of employer's regular employees C. Cumulative number of trainees currently in OJT OCCUPATION AND ON- THE -JOB TRAINING OUTLINE: 1. Occupation: 2. Length of Time in Business: 3. ONET Code: SVP Level: 4. Hourly Starting Wage: Start Date: End D Hours S. State and Federal Tax I.D.: State: Federal 6. Basic Work Week Hours: 251 -30 Exhibit A I 7. Outline of On -the -Job Training Plan and Method of Assessment: ELEMENTS OF TRAINING HOURS OF TRAINING Measurement Method: Q & A, task observation and inspection. Goal is to aehleve rate of proftclency within ffistMonth and a half a tradnin . Measurement Method: Q & A, task observation and inspection. Goal Is to achleve rate of proflelency within subse acts three and a half tunnilm Measurement Method: Q & A task observation and inspection. Goal is to achieve rate of profteiency roitldn subsequent three and a half nnonths. 3.k Measurement Method: Q & A task observation and inspection. Goal Is to aeldeve rate of proficiency within subse net three and a half months, RATING LEVELS: Measurement method: how will it be determined if OJT ,participant acquired the skill? Q &A, observation, product review/inspection, etc. PROFICIENT MODERATE MARGINAL II. COST COMPUTATION Hourly Reimbursement: $0 (50% of $00) Training Hours: 000 Cost Per Traince (Hourly Reimbursement X Training Horns) III. Person(s) authorized to sign payment invoices for EMPLOYER; Print Name Signature Title Print Name Signature Title 251 -31 Date Date 2 ASSURANCES A. The EMPLOYER assures that: It will comply with the requirements of the Workforce Investment Act (WIA), the California Unemployment Insurance Code, as amended, and the regulations and policies promulgated thereunder. 2. No OJT participant displaces a regular employee nor shall an OJT participant fill a position of a person who has been laid off from the same or similar position. No current employees are receiving unemployment insurance benefits as a result of layoffs or work reductions. 4. No person in the United States shall on the grounds of race, color, sex, religion, national origin, age, disability, sexual orientation, or marital status be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the applicant receives federal financial assistance and will immediately take any measure necessary to effectuate this Agreement. 5. It will comply with provisions of the Hatch Act, if applicable, which limits the political activities of employees. 6. Individuals receiving training on the job shall be compensated by the EMPLOYER at such rate, including periodic increases, as may be deemed reasonable under regulations prescribed by the Secretary of Labor, but in no event at a rate less than that specified in Section 6 (a) (1) of the pair Labor Standards Act of 1938 or, if higher, under the applicable State or local minimum wage law. Services and activities provided tinder this Agreement will be administered by or under the supervision of the EMPLOYER. No relative by blood, adoption or marriages of the EMPLOYER may be trained under this Agreement. Appropriate standards for health and safety in work and training situations will be maintained. 10. Conditions of employment or training are appropriate and reasonable with regard to the type of work, the geographical region, and the proficiency of the trainee. 11. Training will not be for any occupation which requires less than six weeks of training according to the Specific Vocational Preparation Table (SVP Code). 1.2. Training will, to the maximum extont practicable, be consistent with every individual's fullest capabilities and lead to employment possibilities, 13. The program will, to the maximum extent feasible, contribute to the occupational development or upward mobility of individual participants. 14. Training will be in accordance with the training plan, which plan incorporates documentation that must be completed by EMPLOYER before end of contract. EXHIBIT B 251 -32 15. *Dot and * *SVP code books will be used to determine length of OJT period. The training time may not be longer than the SVP Code allows; however, contractors are encouraged to negotiate shorter training periods whenever applicable. 16. OJT trainees shall not number more than 40% of the EMPLOYERS work force. 17. All EMPLOYER training payments (reimbursements) must be exclusive of any and all EMPLOYER fringe benefits, paid holidays, paid sick days and overtime compensation. 18. The participating EMPLOYER must keep an accurate and up -to -date time sheet for the OJT trainee. 19. Payroll records, time and attendance records and job duties retained on file by the participating EMPLOYER for each OJT trainee are subject to review. Employer Signature EXHMIT B 251 -33 Date MAYOR Miguel A. Pulido MAYOR PRO TEM Carlos Bustamante COUNCILMEMBERS Claudia Alvarez P. David Benavides Michele i Vincent F. Sirmiento Snl Tlnalero Insurance CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA M -I6 P.O. BOX 1988 • SANTA ANA, CALIFORNIA 92702 PHONE: (714) 647.5420 • FAX: (714) 647.6944 CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy As a condition of, and throughout the term of the contract, the vendor shall have and maintain the insurance described below: Certificate of Insurance (Acord's 25 -S form no.) to include: • General Liability-- $1,000,000 each occurrence • Wor'ker's Compensation — Within the limits required by the State of California • Automotive Insurance -- $1,000,000 combined single limit A notation in the Cancellation clause (in the bottom right hand corner) of the Certificate must be made that the City will be mailed 30 days written notice of policy cancellation and the references "endeavor to "and " ailure to mail such notice shall impose no obligation or liability of nay kind anon the company, its agents or representatives" shall be either removed or X' d through. The attached "Additional Insured Endorsement" provided by City must be completed and signed by the insurance broker, or the insurance companies provided form number CG20 10. The forms Trust include the following statement: "The City of Santa Ana. it's officers. employees, agents and representative are named as additional insured ". The form must reference the Certificate of Insurance Policy number on the Additional Insurance. Additionally, vendors working on City vehicles housed on the vendor's property are required to carry Garage Liability. 251 -34 ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701 it officers, employees, agents and representative are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to Name Insured Countersigned by this endorsement form as part of 251 -35 Certification Regarding Drug -Free Workplace Reaulrements The certification set out below is a material representation upon which reliance is placed by the U,S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about— (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - Pg. 2 (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. EXHIBIT D 251 -36 (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U,S, Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Dated: EXHIBIT D 251 -37 Employer Signature DIVISION OF EMPLOYMENT SERVICES PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Name: Name of Contractor: Contractor Number: Date: The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): EXHIBIT D 251 -38 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants` responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19160 - 19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Name and Title of Authorized Representative Signature Date EXHIBIT E 251 -39 INSTRUCTIONS FOR CERTIFICATION By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. The prospective recipient of federal assistance fiords agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procuremeut Prouarms, 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and /or debarment. EXHIBIT E 251 -40 ,, SANTA ANA �� PK AMERICANS WITH DISABILITY ACT (ADA) CENTER AND EQUAL OPPORTUNITY (EO) LAW 1. Is there a minimum of 2 designated disabled parking slots? Per Dept. of Rehab Sect. 504 YES[] NO[:] II. Are parking slot occupants able to reach the building's entrance for the disabled without having to go behind any other cars, or any other barriers (curb, sidewalks, etc.)? Per Dept. of Rehab. Sect. 504 YES❑ NO❑ III. Is there a fiont door labeled with the international wheelchair access sign? Per Dept, of Rehab. Sect. 504 YES❑ NO[] IV. Is the labeled entrance's threshold not higher than 1/2 inch to allow for wheelchair access? Per Dept. of Rehab. Sect, 504 YES❑ NO❑ V. Is the door- handle to the labeled wheelchair entrance door, a lever handle (not a round doorknob)? Per Dept. of Rehab, Sect. 504 YES❑ NO❑ VI. If any services are available on second floor, does the building have an elevator? Per Dept. of Rehab. Section 504 YES[] NO❑ NA❑ VII. Does the classroom, working area, and break -room have enough room to maneuver a wheelchair and /or crutches? Per Dept, of Rehab. Sect. 504 YES❑ NO❑ VIII. Does the school catalog / employee manual, contain the organization's Grievance Policy? Per CTR Title 20, 29, 41 YES[:] NO❑ IX. Is Grievance Procedure and contact person made available in writing to the participant on first day of attendance? Per CFR Title 20,29,41 YES❑ NO❑ X. If serving any Limited English individuals is the grievance procedure and procedures available in their language? Per CFR Title 20,29,41 YES❑ NO❑ NA❑ XI, is assessment used in a non - discriminatory way? (used to determine suitability for training andlor employment based on industry recognized required skills)? Per CFR Title 20,29,41 YES❑ Non XII. Is there at least one internationally labeled accessible restroom for the disabled? Per Dept. of Rehab. Sect.. 504 YES[] NO❑ 251 -41 XIIl. Does toilet stall for the disabled have bars on each side of wall? Per Dept. of Rehab. Sect. 504 YES[-] NO❑ XIV. Is there a telephone reasonably accessible to handicap individuals? Per Dept. of Rehab. Sect. 504 YES❑ NO[:] XV. Is there a water fountain reasonably accessible to disabled individuals? Per Dept. of Rehab. Sect. 504 YES[] NO❑ XVI. Are auxiliary (supplementary) aides available when requested by the individual? Per CFR Title 20,29,41 YES❑ NO❑ XVH Do all contracts and agreements signed by the individual contain Employer Equal opportunity employer language? CFR Title 20,29,41 YES[-] NO[] I certify that I have validated all responses: W /O /R/K Center Staff Date Service Provider Information: First Name Last Name Service Provider Signature Date Business Address Business Phone Number 251 -42 COMPLIANCE STATUS Summary Sheet Reviewer: Site Visit Date: Contract/Vendor Information: Director /Supervisor Name: Business Name: Address: Phone #: Program Element Compliance Status Person Responsible Mods, Mod, Cost Time Frame Location ❑ Based on site visit and survey responses the site does not have any ADA nor EO issues to correct. ❑ Currently ADA accessibility not fully available. WIA funds will not be released until the facility corrects issues to meet applicable Dept. of Rehab. Section 504 requirements? ❑ Currently EO issue exist. WIA funds will not be released until the organization corrects EO issues to meet applicable CPR 20, 29, 41 requirements. I have been informed of the ADA & EO site visit review outcome(s). Director /Supervisor 251 -43 Date Certification Regarding the Americans with Disabilities Act This certification is required by the regulation 101 -336 (42 U.S.C. 512101) enforced through the Department of Rehabilitation and mandated by the Governor of California. ADA has been in effect since 1990, with the mission to provided equal protection to individuals with disabilities in the public and private sector services, transportation, communications and employment, I hereby certify that the following statement is correct and honestly states that our program facility is in compliance with the Americans Act with Disabilities (ADA). I understand that Title I — V of the Act also applies to Workforce Investment Act (WIA) participants entering training under the Workforce Investment Board / Youth Council funding. Service Provider Signature Print First Name Organization Name 251 -44 Date Print Last Name Organization Address *Staff Grievance Policy and Procedures i iltiellillCw]1 1.1 COMPANY NAME, is committed to providing a fair, safe and productive work environment where grievances are dealt with sensitively and expeditiously. An essential part of developing that environment is ensuring that staff is encouraged to come forward with their grievances in the knowledge that the responsible supervisors will take appropriate action to address those grievances. Grievances that are not addressed have the potential to grow into major problems that can cause tension, low morale and reduced performance and productivity. 1,2 Grievance resolution is an integral part of a supervisor's duties. Each supervisor has a responsibility to identify, prevent and address problems in the workplace. 1.3 Any member of staff may lodge a grievance regarding work - related problems. However, if other procedures exist that more appropriately address that grievance (i.e. sexual harassment or unlawful discrimination), that mechanism should be used. 2.0 PROCEDURES Preliminary Action 2.1 Before initiating the grievance procedures, complainants are encouraged to try to resolve any grievance directly with the person /s concerned. If this is not possible or appropriate, the complainant should proceed to Step 1 of the grievance procedures. 2.2 A staff member should raise their grievance with the person /s concerned as early as possible. Step 1 - Talk to immediate supervisor 2.3 Where the complainant has been unable to resolve the grievance, he /she should take the matter up with their immediate supervisor. Where the grievance involves the supervisor, the staff member should refer the matter to the supervisor's supervisor. 2.4 The supervisor should address the grievance with a view to resolving it expeditiously, normally within two weeks of receiving the complaint. 2.5 Following resolution of the grievance, the supervisor should monitor the situation for a period of time. 251 -45 2.6 In any action taken, the supervisor should ensure procedural fairness for all parties involved, including informing the respondent of the allegations made against him /her, and providing him /her with an opportunity to respond. Step 2 - Referral to senior manager 2.7 If the complainant believes the grievance has not been resolved to their satisfaction during Step 1, they can refer the matter to the senior manager in the Division or Department. The senior manager may require the complainant to put the grievance in writing. The senior manager should attempt to resolve the matter within three weeks of receiving the grievance and should follow similar procedures outlined in Step 1, 3.0 OUTCOMES Outcomes could include: • The complainant gaining a better understanding of the situation and no longer being aggrieved. • The complainant receiving a verbal or written apology. • The respondent receiving a verbal or written reprimand; • One or both parties agreeing to participate in some form of counseling. 251 -46 MAYOR Miguel A. Pulido MAYOR PRO TEM Claudia Alvarez ^ %z` COUNCILMEMBERS - Carlos Bustamante P. David Benavides+_ Michele Martinez Vincent F.Sarmlento Sal TinaJera CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA M -16 P.O. BOX 1988 SANTA ANA, CALIFORNIA 92702 PHONE: (7141647 -6941 FAX:(714)647 -6944 CITY MANAGER David N. Ream CITY ATTORNEY Joseph W, Fletcher CLERK OF THE COUNCIL Maria D. Huizar The Tax Equity & Fiscal Responsibility Act of 1982 and Backup withholding Regulations of 1983 require LIS to have a Social Security or Federal Tax Identification Number (TIN) on file for all vendors subject to form 1099 reportable payments. Please print, sign and return this form, along with your completed and signed W9 (attached) in order to allow us to process purchase orders and payments. Business Name DBA (if applicable) Purchase -From Address Phone Fax Email Web Address Payment Terms Sign Here F Title 251 -47 Remit -To Address Form w -9 Request for Taxpayer Give Form to the (Rev. August 2013) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your Income tax return) N Business name /disregarded entity name, If different from above m rn m ° Check appropriate box for federal tax classification: Exemptions (see Instructions): O ❑ Individual/sole proprietor ❑ C Corporation ❑ 9 Corporation ❑ Partnerahlp ❑ True estate o Exempt payee code (If any) Sv ❑ Limped liability company. Enterthetax classification( C- C corporation,S= Scerporatlon, P= partnership)► Exemption from FATCA reporting coda (If any) yr 0 ❑ Cther(seelnstruotlonsj* de Address (number, street, antl apt. or sutra no.) Requester's name and address (optional) � City, state, and ZIP node v List account number(s) here (optional ' JZB Taxpayer identification Number TIN Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line I Social security number to avoid backup withholding. For Individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other - entities, it Is your employer identification number (EN). If you do not have a number, see How to get a TIN on page 3. Note. If the account Is In more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter, T 1. The number shown on this form is my correct taxpayer Identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting Is correct. Certification instructions. You must cross out Item 2 above If you have bean notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. sign I Signature of Here U.S. person I• Date 1 Genera) Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for Information about Form W -9, at www1s.govlwa. Information about any future developments affecting Form W -0 (such as legislation enacted after we release It) will be posted on that page. Purpose of Form A person who Is required to file an information return with the IRS must obtain your correct taxpayer Identification number (TIN) to report, for example, Income paid to You, payments made to you In settlement of payment card and thll'd party network transactions, real estate itmonotions, mortgage Interest you paid, acquisition or abandonment or secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only If you are a U.S. person (including a resident alien), to provide your correct TIN tothe person requesting It (the requester) and, when applicable, to 1. Certify that the TIN you are giving Is correct (or you are walking for a number to be Issued), 2. Certify thatyou are not subject to backup withholding, or 3. Claim exemption from backup withholding If you area U,S, exempt payee. If applicable, you are also certifying that as a U.S. Parson, your allocable share of any partnership income from a U.S. trade or business Is not subleot to the withholding tax on foreign partners'share of effectively connected Income, and 4. Certify that FATCA cadets) entered on this farm (If any) Indicating that you are exempt from the FATCA reporting. Is career Note. If you are a U.S. person and a requester gives you a form other than Form W -9 to request your'rIN, you must use the requester's form if It Is substantially similar to this Form W -9. Definition of a U8. person. for federal tax purposes, you are considered a U,S, person If you are: • An Individual who is a U,S. citizen or U.S. resident allen, • A partnership, corporation, company, or association created or organized In the Unitod States or underthe laws of the United States, • An aerate (other than a foreign estate), or • A domestic trust (on defined In Regulations section 301.7701 -7). Special rules for partnorships, Partnerships that conduct a trade or business In the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of allectively connected taxable Income from such business. Further, In certain cases where a Form W -9 has not been received, the rules under section 1446 require a partnerahip to presume that a partner Is a foreign person, and pay the section 1446 withhoiding tax. Therefore, If you are a U.S. person that Is a partner in o partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid section 1448 withholding on your share of partnership Income, Cat, No, IMIX Form W -9 (Rev. 84013) 251 -48 Farm W -9 (Rev. 8 -2013) Page 2 In the cases below, the following person must give Form We to the partnership for purposes of establishing Its U.S, status and avoiding withholding on Its allocable share of net Income from the partnership conducting a trade or business In the United Stales; • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity, • In the case of a grantor trust with a U.S. grantor or other US. owner, generally, the US, grantor or other U.S, owner of the grantor trust and not the trust, and r In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the baneficierlea of the trust. Foreign person. If you are a foreign person at the U.S. branch of a foreign bank that has elected to be treated as a U.S, person, do not use Form W -9. Instead, use the appropriate Form W -8 or Form 8233 (see Publlcatlon 515, Withholding of Tax on Nonresident Aliens and Foreign Entldes). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien Individual may use the terms of a tax treaty to reduce or eliminate US. tax on certain types of Income. However, most tax treaties contain a provision known as a "saving clause," Exceptions speclfied In the saving clause may permit an exemption from tax to continue for certain types of Income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained In the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of Income, you must attach a statement to Form W -0 that specifies the following five Items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the Income, 3. The article number for location) in the tax treaty that contains the saving clause and Its exceptions. 4. The type and amount of Income that qualifies for the exemption from tax. 5. Sufficient facts to justlN the exemption from tax under the terms of the treaty article. Examplo. Article 20 of the U.S; China Income tax treaty allows an exam tlon ardent will become a resident alien for I States exceeds 6 calendar years. to the U.S. -China treaty (dated April 30, continue to apply even after the of inn United Slates. A Chinese student igraph 2 of the }last protocol) and Is etlon from tax on his or her scholarship information described above to support that exemption. If you area nonresident alien or a foreign entity, give the requester the appropriate completed Form W -8 or Form 6233, What Is backup withholding? Persons making certain payments to you must under certain condhlons withhold and pay to the IRS a percentage of such payments. This Is called "backup withholding." Payments that may be subject to backup withholding Include Interest, tax - exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made In settlement of payment card and third part network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not he subject to backup withholding on payments you receive it you give the requester your correct TIN, make the proper certifications, and report all your taxable Interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You on not sanity your TIN when required (seethe Part II Instructions on page 3 for details), a, The IRS calls the requester that you furnished an Idoormat TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your Internet and dividends on your tax return (for reportable Interest and dividends only), or 5. You do not certlfy to the requester that you are not subject to backup withholding under 4 above (for reportable Interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Farm W-g for more II matlon, Also see Special rules forparfnershlps on page 1. What Is FATCA roporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial Institution to report all United States nascent holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 0 and the Instructions for the Requester of Farm W -9 for more Infa'motion. Updating Your Information You must provide updated Information to any person to whom you claimed to be an exempt payee If you are no longer an exempt payee and anticipate receiving reportable payments In the future from this person. For example, you may need to provide updated Information If you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W9 If the name or TIN changes for the account, for example, lithe grantor of a grantor trust also Penalties Failure to furnish TIN. If you fall to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure Is due to reasonable cause and not to willful neglect. Civil penalty for false Information with respect to withholding, If you make a false statement with no reasonable basis that results In no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties deluding fines and /or Imprisonment. Misuse of TINS. if the reqnester discloses or uses The In violation of federal law, the requester may le su a act to civil and criminal penalties. Specific instructions Name If you ere on Individual, you must generally enter the name shown on your Income tax return. However, if you have changed your last name, for Instance, due to marriage without Informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account Is In joint names, list first, and then circle, the name of the person or entity whose number you entered In Part I of the form. Sole proprietor. Enter your Indlvldual name as shown on your Income tax return on the "Name" line, You may enter your business, trade, or "doing business as (CBA)" name on the "Business nano /disrogarded entity name" line. Partnership, C Corporation, or S Corporation. Enter the entlty's name on the "Name" line and any bualnoss, trade, or "doing business as (DBA) name" on the "Business name /disregarded entity name" line. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from Its owner Is treated as a "disregarded entity." See Regulation section 301.7701- 2(c)(2)(III) Enter the owner's name on the "Neal Ilne, The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must do the name shown on the Income tax return on which the Income should be reported. For example, if a foreign LLC that is treated as a dlaregarded entity for U.S, federal tax purposes has a single owner that Is a US. person, the U.S. owner's name Is required to he provided on the "Name" line. If the direct owner of the entity Is also a dlaregarded entity, enter the first owner that Is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/dlsregamed entity name" line. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W -8 Instead of a Form W -9, This Is the case even If the foreign person has a U.S. TIN. Note. Check the appropriate box for the U.S. federal tax classification of the person whose name Is entered on tie "Name" line (Indlvldual /oole proprietor, Partnership, C Corporation, S Corporation, Trust/estate). Limited Liability Company (LLC). If the person Identified on the "Name" line is an LLC, check the "Umlted liability company" box only and enter the appropriate code for the U.S. federal tax classification In the space provided. If you are an LLC that Is treated as a partnership for U.S. federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 9882 or Form 2663 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation, as appropriate. If you are an LLC that Is disregarded as an entity separate from Its owner under Regulation section 301.7701 -3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be Identified on the "Name" line) Is another LLC that is not disregarded for U.S. federal tax purposes, If the LLC Is disregarded as an entity separate from Its owner, enter the appropriate tax classification of the owner Identified on the "Name" line. Other entities. Enter your business name as shown on required U,S. federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating tiro entity. You may enter any business, trade, or TEA name on the %shriss name /dlaregarded entity name' line. Exemptions If you are exempt from backup withholding and /or FATCA reporting, enter in the Exemptlons box, any ccde(s) that may apply to you. See Exempt payee code and Exemptlon from FATCA reporting code as page 3, 251 -49 Form W-9 (Rev, 8 -201 Exempt payee coda. Generally, Individuals (Including sale proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as Interest and dividends. Corporations are not exempt from backup withholding for payments made In settlement of payment card or third parry network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The fallowing codes Identify payees that are exempt from backup withholding: 1--An organization exempt from tax under section 801(a), any IRA, or custodial account under section 403(b)(7) If the account satlsflea the requirements of section 401(f)(2) 2 —The United States or any of Its agencies or Instrumentalities 3 —A state, the District of Columbia, a possession of the United States, or any of their political adbdlvislcns or Instrumentalltlse 4 —A foreign government or any of Its political subdivisions, agencies, or Instrumentalities 5 —A corporation 6 —A dealer in securities or commodities required to register In the United States, the District of Columbia, or a possession of the United States 7 —A futures commission merchant registered with the Commodity Futures Trading commission 8 —A real estate Investment trust 9 —An entity registered at all times during thatax year underthe Investment Company Act of 1940 10 —A common trust fund operated by a bank under sactlon 584(a) 11 —A financial Institution 12 —A middleman known In the Investment community as a nominee or custodian 1S —A trust Exempt from tax under section 664 or described In section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 1S. IF the payment is for... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7 Broker transaction Exempt payees 1 through 4 and 6 through 11 and all C corporations, S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $60o required to be Generally, exempt payees reported and direct sales over j36,0001 1 through 62 Payments made In settlement of Exempt payees 1 through 4 payment card or third party network transactions 'See Form 1099 -MISC, Miscellaneous Income, and its Instructions, ' However, the following payments made to a corporation and reportable on Form 1099 -MISC are not exempt from backup withholding: medical and health cars payments, attorneys' fees, gross proceeds paid to an attorney, and payments for servioos paid by a federal executive agency, Exemption from FATCA reporting code. The following codes Identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by conch foreign financial Institutions. Therefore, if you are only submitting this form for an account you hold In the United States, you may leave this field blank. Consult with the person requesting this form it you are uncertain If the financial Institution Is subject to these requirements. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined In section 7701(a)(37) B —The United States or any of its agencies or Instrumentalities C —A state, the Dish let of Columbia, a posseasion of the United States, or any of their political subdivisions or instmmentallties D —A corporation the stack of which Is regularly traded on one or more established securities markets, as described In Reg. section 1.1472-1 (a)(1)(1) E —A corporation that is a member of the same expanded offilated group as a corporation described in Reg. section 1A472- 1(c((1)(I) F —A dealer In securities, commodities, or derivative financial instruments (Including notional principal contracts, futures, forwards, and options) that Is reglstamd as such under the laws of the United States or any state G —A real estate Investment trust H —A regulated Investment company as defined In section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I —A common trust fund as defined In section 584(x) J —A bank as defined In section 581 K —A broker L— Atrust exemptfrom tax under section 684 or described In sectlon 4947(a)(1) M —A tax exempt trust under a section 403(b) plan or sactlon 457(8) plan Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have end are not eligible to get an SSN, your TIN Is your IRS Individual taxpayer Idandfiastlon number (ITIN). Enter It In the social security number box. If you do not have an ITIN, see How to got a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN, However, the IRS prefers that you use your SSN. If you are a single- member LLC that is disregarded as an entity separate from Its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, If the owner has one), Do not enter the disregarded entity's EIN. If the LLC Is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one Immedlately. To apply for an BEN, get Form 53 -5, Application for a Social Security Card, from your local Social Security Ad mJ Narration office or get this form online at www.ase.gov, You may also get this form by calling 1 -800- 772 -1213. Use Form W -7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an BIN online by accessing the IRS website at www.1m,gowbusinesses and cllcking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W -7 and SS -4 from the IRS by visiting IRS.gOV or by calling 1.800 - TAX -FORM (1 -800- 829- 3676). If you are asked to complete Form W -9 but do not have a TIN, apply for a TIN and write "Applied For' in the space for the TIN, sign and date the farm, and give It to the requester, For Interest and dividend payments, and certain payments made with respect to readlly tradable Instruments, generally you will have 60 days to get a TIN and give It to the requester berate you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note, Entering "Applied Far" means that you have already applied for a TIN or that you Intend to apply for one soon. Caution: Adisregarded U.S. entity that has a foreign owner must use the appropriate Form W -8. Part II, Certification To establish toths withholding agent that you are a U.S. person, or resident alien, sign Form W4 You maybe requested to sign by the withholding agent even If Items 1, 4, or 5 below Indicate atherwlse. For ajoint account, only the person whose TIN Is shown In Part I should sign (when required). In the case of a disregarded entity, the person Identified on trio "Name" line must sign. Exempt payees, sea Exempt payee code earlier. Signature requirements. Complete the certlflcatlan as Indicated In Items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1964 and broker accounts considered active during 1983. YOU must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered Inactive during 1983. You must sign the certlfloatlon or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out Item 2 In the certification before signing the form. 3. Real estate transactions. YOU must sign the certification. You may crass out Item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. "Other payments" Include payments made In the coursa of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (Including payments to corporations), payments to a nonemployse for services, payments made In settlement of payment card and third party network transactions, payments to certain fishing boat crew member's and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell SEA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. 251 -50 Form W -9 (Rev. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The Indlvldual 2. Two or more Individuals aolnt The actual owner of the account or, account) If combined funds, the first Individual on the account 3. Custodian account of a minor The minor' (Uniform Gift to Mlncra Act) 4. a. The usual revocable savings The grantor - trustee' trust (grantor Is also trustee) b. Se- called trust account that Is The actual owner' not a legal orvalld trust under state law 6. Sole proprietorship or disregarded The owner' entity owned by an Individual 6. Grantor trust filing under Colonel The grantor" Form 1099 Fling Method 1 (see Regulation section 1.671.4(b)(2)(I)(A)) For this type of account: Give name and EIN at! 7. Disregarded entity not owned by an The owner individual B. Avalld trust, estate, or pension trust Legal entity' 9. Corporation or LLC electing The corporation corporate status on Farm 8832 or Form 2553 10. Association, club, religious, The organization charitable, educational, or other tax - exempt organization 11. Partnership or multi- member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture In the name of a public entity (such as a skate or local government, school district, or prison) that receives agricultural program payments 14.Gramortiustfiling under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.071- 4(b)(2)(Ii List first end olrcla the name of the parson whose number you furnish. If only one pat rson on a joint account has an SSN, that person's number must be furnished. Clone the minor's name and furnish the minor's SSN. s YOU most show your Indlvldual name and you may also enter youi mistress or "DON' name on the "Buelhere name /disregarded entity" name Ilno, YOU may use anhor' your SSN or El IN Of you have oho), but hot IRS encourages you to use your SSN. 4 List fact and alydc the nema of the trust, estate, or pension trust, P. not furnish the TIN of the personal representative or trustee unless the legal entity Itself Is not rose noted In the account title.) Also see Special rules forpadnershlies on page t. 'Note. Grantor also most provide a Form W -9 to bsense of bust. Note. If no name Is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal Information such as your name, social security number (SSN), or other Identlfying Information, without your permission, to commit fraud or other orimes An Identity thief may use your SSN to got a job or may file a tax return using your SSN to receive a refund. To reduce your risk: * Protect your SSN, • Ensure your employer Is protecting your SSN, and * Ds careful when choosing a tax preparear. If your tax records ore affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax recoils are not currently affected by Identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1 . 800.906 .4490 or submit Form 14039, For more Information, see Publication 4535, Identlty, Theft Prevention and Victim Assistance. Victims of Identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be el Is be for Taxpayer Advocate $itwIce (TAB) assistance. You can reach TAB by calling the TAB toll -free case Intake line at 1 -877- 777.4778 or TTY/TDD 1. 800.829 -4059. Protect yourself from suspicious amalls or phlshing schemes. Phishing Is the creation and use of email and webaltes designed to mimic legitimate business emalls and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise In an attempt to scam the user Into surrendering private Information that will be used for Identity theft. The IRS does not Initiate contacts with taxpayers via emalls, Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access Information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phlshing @lm.gov, You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1- 800- 306 -4484. You can forward suspicious smalls to the Federal Trade Commission at: spident ,gov or contact them at www.Rc.gov /(dthaff of 1-877 - IDTHEFT (1- 877 - 438. 4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons it ojuding federal agencies) who ere required to file Information returns with the IRS to report Interest, dividends, or certain Cartel' Income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt or contdbutlons you made to an IRA, Archer MSA, or HSA. The person collecting this farm uses the Information on the form to file Information returns with the IRS, reporting the above Information. Routine uses of this Informatlon include giving It to the Department of Justice for civil and criminal litigation and to titles, states, the Distl'iet Of COhlmbla and LL& commonwealths and possessions for use In adminlstflOng lhelr laws, The Information also may be disclosed to other countries under treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and Intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Undel'section 3406, payers must generally withhold a percentage of taxable Interest, dlvlderd, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent Information. 251 -51 ATTACHMENT II 1. OJT Employer Reimbursement Invoice 251 -52 FUNDING SOURCE Dislocated Worker QI Adult Q Other TI \1.1,-",1,- SANTA ANA INVOICE# ,x„ W R K CENTER SANTA ANA WORK CENTER INVOICE CITY OF SANTA ANA OJT INVOICE DURATION OF AGREEMENT# AGREEMENT: From: To: INVOICING PERIOD: From: To: NAME OF TRAINEE: NAME OF EMPLOYER: ADDRESS: PHONE M MAXIMUM TRAINING HOURS: HRS. INVOICED TO DATE HRS. INVOICED THIS PERIOD TOTAL HRS. INVOICED EMPLOYER SIGNATURE CASE M CITY: NIN; OJT MAXIMUM REIMBURSEMENT AMOUNT: REMAINING BALANCE OJT HOURLY REIIMBUR EMENT I R TH THIS ERIODNT OJT COORDINATOR SIGNATURE DATE DATE H: /Acctg form White — Purchasing/ Canary — WIA Fiscul�`iylt�—t'oplyy 0peiator / Goldenrod — F'raployer Revised 1112 /10 iJ 63 ATTACHMENT III 1. Internship Documents a. Work Experience Agreement b. Work Experience Sign in Sheet c. Work Experience Timecard 251 -54 �a�..•:"." -SANTA ANA WORK CENTER WORKSITE AGREEMENT Work Experience Program The following Agency Worksite Agreement sets forth the responsibilities of the Santa Ana WORK Center as the Work Experience Program Grantee and hereinafter referred to as the "agency worksite ", The purpose of the Work Experience program is to provide eligible participants with work experience that will prepare them for future employment and also meet their financial needs. Total number of participants requested by your agency worksite(s): I- A, The Agency Worksite ensures and agrees to fulfill the following: 1, Currently employed workers will not be displaced by any participant (including partial displacement, such as a reduction in hours of non over -time work, wages or employment benefits). 2. Participants may not be employed in or assigned to a job if any other individual is on layoff from the same or any substantially equivalent job, 3. Provide an orientation to each regular agency staff member who will supervise Work Experience participant to include: a) the duties the participant will perform; b) the number of participants assigned to each supervisor; c) the number of hours a participant may work each week; and, d) any applicable limits set forth in the Digest of California Labor Laws. 4. Provide an orientation to each assigned participant to include at a minimum: a) agency expectations of employees; b) agency policies mud procedures (dress requirements, absenteeism, tardiness, lunch and break time, etc.); c) duties to be performed by the participant; d) times, days and location to report to work, e) agency accident reporting policy; f) safety procedures and requirements; and, g) introduction to the supervisor. 5. Provide participants with sufficient, meaningful duties, while they are at the worksite, 6. Participants will only perform duties outlined in the job description developed by Work Experience staff mid the approved agency worksite. 7. Provide continual supervision of every assigned participant during the workday. A. Part -time participants will not work more than twenty (20) hours per week, unless prior approval by Work Experience staff has been given. Full -time participants will not work more than the maximum of forty (40) hours per week. 9. Objectively evaluate the performance of each participant. W. Adhere to all Labor Laws and Child Labor Laws, Rev. 0 &/12 251 -55 11, Comply with Title VI of the Civil Rights Act of 1963, and in accordance with Title VI of the Act, no person in the United States shall, on the grounds of race, color, sex, or national origin be excluded to discrimination under a program activity for which the applicant receives federal financial assistance, 12, Maintain a hazard -free and sanitary working environment for participants, and make certain all safety rules are followed, 13. Maintain participant time and attendance records on a daily basis and ensure the participant and supervisor sign time cards. 14. Maintain a copy of the worksite agreement and Work Experience handbook on hand at worksite, and medical release (if required). Post Worker's Compensation Information Bulletin in an area visible to participants and supervisors, 15. Complete participant time cards on a daily basis. Time card should be reviewed on the last day of the pay period and ready for pick up on designated day. 16, Participants shall be allowed release time for counseling, skill /remedial education, labor market orientation, and /or other activities when requested by the grantee. 17. Work Experience staff will be notified of participant employment problems at the earliest possible time by the worksite supervisor, 18. Report all accidents and injuries no later than 24 hours after the accident occurs. 19. Agency worksite supervisors will allow designated Work Experience staff, State, and Federal officials, to perform on -site monitoring and visitation while participants are present, 20, Participants will not be released from work without pay, unless first cleared with Work Experience staff. 21, Follow rules and regulations governing the Work Experience program. B. The City of Santa Ana Work Experience Program ensures and agrees to fulfill the following: I. Provide an orientation to agency worksite supervisors concerning Work Experience guidelines, California Labor Laws, California Child Labor Laws and departmental procedures. 2. Provide handbooks to participant and supervisors that provides an orientation to the Work Experience program and their responsibilities as a partickpant/supervisor, 3. Provide participant time cards to worksites, 4, Process Work Experience participant payroll and pay participant wages. S. Monitor program and worksite activities, and provide assistance to participants and supervisors when needed. 6. Provide total medical costs associated with injuries that may occur on the job through the Workers' Compensation Program. Rev. 08/12 251 -56 C. The City of Santa Ana Work Experience Program may terminate this Agreement upon five (5) days written notice should either party fail to perform any of the agreements written herein. Santa Ana WORK Center Staff Signature Date Printed Name Worksite Supervisor Signature Date Printed Name Alternate Supervisor Signature Date Printed Name Worksite Name Address Worksite Telephone Number Carlos de la Riva City of Santa Ana Economic Development Specialist IIT 251 -57 Rev. 08/12 WE+ X EMPLOYMENT SERVICES DAILY SIGN IN SHEET Participant Last Name First Name Middle Initial Worksite Name: PLEASE SIGN IN AND OUT DAILYI (SUPERVISOR MUST INITIAL) Reminder: Do not use pencil or whiteout Hours must be in half or whole increments only • If you work 6 hours or more, yon must at a minimuou take an unpaid ya hour hunch I certify that to the best of my knowledge, the information on this time sheet is true and correct, Participant Signature: Date: Supervisor Signature: Date: 251 -58 cu 0% Q 0. U i N •L Q1 S X W x L cu C cu cc co 0 U cu U Q) E .go z 0 Fo ,v, N A b M ti c N m A N � N b � • C ++ G¢+ N ;i h o r tU � O � r G � o � 4 � alb W O .G d H O•' a � F'i •� 0 A o wb o � U G y A+• d s: O p q o rri O O D d A F qq ri a� F •c "ter �r r4 N w cn F W ria L N O, W G 0 COMPLAINT HANDLING UNDER THE WORKFORCE INVESTMENT ACT SANTA ANA WIA Santa Ana Local Workforce Investment Area Revised May 7, 2009 EXHIBIT B 251 -60 Table of Contents I. Information Regarding Complaints 3 A. Nondiscrimination and Equal Opportunity Complaints 3 1, Policy Statem 2. Civil 0 3. Nondiscrimination laws under WIA 4 4. How to File Your Compla B. Criminal Complaints 6 II. General Procedures for Handling Non - Criminal Violations of the Act 6 III, Procedures for Handling Complaints at the LWIA Level 8 IV. Procedures for Handling Complaints at the State 12 V. Procedures for Handling Discrimination Complaints by Participants 15 VI. Procedures for Handling Handicap Complaints by Participants 17 GLOSSARY OF WIA TERMS 2 251 -61 Information Regarding Complaints A. Nondiscrimination and Equal Opportunity Complaints 1. Policy Statement In carrying out the purpose of the Workforce Investment Act (WIA), the City of Santa Ana Local Workforce Investment Area (LWIA) will establish programs to prepare youth and unskilled adults for entry into the labor force and to afford job training to those individuals facing serious barriers to employment. Every effort will be made to provide services necessary for eligible individuals to obtain productive employment. In implementing WIA, all contractors in the Santa Ana LWIA will foster equal opportunity and non - discrimination, as provided in State and Federal equal opportunity and non - discrimination laws including, but not limited to: • Title VI of the Civil Rights Act of 1964 • Title VII of the Civil Rights Act of 1964 • The Age Discrimination Act of 1975, as amended • Section 503 of the Rehabilitation Act of 1973 • Section 504 of the Rehabilitation Act of 1973 • Title IX of the Education Amendments of 1972 • Section 188 of the Workforce Investment Act of 1998 In keeping with our commitment, no individual shall be excluded from participation in, denied benefits of, subjected to discrimination under, or denied employment, in the administration or of in connection with any WIA funded program because of race, color, religion, sex, national origin, age, handicap, or political affiliation or belief. Participation in programs and activities financially assisted in whole or in part under WIA shall be open to citizens and nationals of the United States, lawfully admitted permanent resident aliens, lawfully admitted refugee, parolees, and other individuals authorized by the Attorney General to work in the United States. No individual will be intimidated, threatened, coerced, or discriminated against because of filing a complaint, furnishing information, or assisting or participating in any manner in an investigation, compliance review, hearing or any other activity related to the administration of WIA. 251 -62 Administration responsibility for this Equal Opportunity /Affirmative Action (EO /AA) Program is delegated to the Equal Employment Opportunity (EEO) Officer for the Santa Ana local Workforce Investment Area. Equal opportunity and non- discrimination, however, will only be achieved through leadership and implementation of a viable Affirmative Action Equal opportunity Program. 2. Civil Rights No one applying for or enrolled in the Workforce Investment Act (WIA) programs may be discriminated against because of race, color, creed, handicap, national origin, sex, age, political affiliation, or beliefs. This means that — for any of the characteristics listed above: • You may not be denied the opportunity to enroll in WIA. No benefits or services maybe denied you for discriminatory reasons. • You may not be segregated or treated any differently from other applicants or participants, while you are being registered, interviewed, counseled or tested; or while you are working or attending classes as part of the program. • You must be provided an equal chance to use all facilities available in the program. • Fair employment practices must be provided to all staff with regard to recruiting, hiring, transferring, promotions, training, compensation, benefits, layoff, and termination. You have the right to make a complaint if you feel you have been denied any of the above opportunities. You cannot in anyway be penalized for filing a complaint. Your WIA sponsor has established a mechanism for handling complaints and grievances. Your complaint must be filed within 180 days, All complaints will be handled confidentially. 3. Nondiscrimination Laws under WIA Title VI of the Civil Rights Act of 1964 Prohibits discrimination on the basis of race, color, national origin, or religion. The Age Discrimination Act of 1975 Prohibits arbitrary discrimination against persons age 40 -70. The Rehabilitation Act of 1973 251 -63 Prohibits discrimination based on handicap. Title IX of the Education Amendments of 1972 Prohibits discrimination in any education or training program or activity receiving federal financial assistance. OTHER CIVIL RIGHTS LAWS: Title VII of the Civil Rights Acts of 1964 Prohibits discrimination in employment based on race, color, religion, sex, or national origin in all terms and conditions of employment and establishes the Equal Employment Opportunity Commission as the administrative agency. White House Executive Order no. 11246 as Amended by Executive Order No 11375 Creates the office of Federal Contract Compliance and prohibits discrimination based on race, color, sex, religion, or national origin. Department of Labor Secretary's Order no. 4 -73 Prohibits discrimination based on sex. Equal Pay Act of 1963 Prohibits pay differential solely because of sex. Emergency Employment Act of 1971 Prohibits discrimination based on race, creed, national origin, political affiliation, or beliefs. 4. How to File Your Complaint a. Put your complaint in writing. b. Have it sworn to before a notary public, if possible. c. Provides details that tell what happened, where it happened and when it happened. d. Give the name and addresses of all persons who were present or who had anything to do with the matter. ...Complaints on the basis of race, color, or national origin, age, sex, religion, political affiliation or belief, retaliation and citizenship, must be filed within 180 days of the alleged occurrence directly with: 251 -64 Director Civil Rights Center U,S, Department of Labor, Room N -4123 200 Constitution Ave,, NW Washington, D.C. 20210 Complaints on the basis of handicap must be filed within 180 days of the alleged occurrence. These complaints must be filed directly with the WIA administrative entity. The WIA administrative entity shall issue a written decision within 30 days of the filing of the complaint. If the complaint is still unresolved, an appeal may be made to the Chief of State Workforce Investment Division Office, The Department of Labor, the Civil Service Commission, the Equal Employment opportunity Commission, and many other offices and agencies are committed to assuring equal employment opportunities for all persons, They will protect you. A case may be taken to court if the other processes do not yield satisfactory results. You may hire your own lawyer, or if you cannot afford one, the court may appoint one for you. It is unlawful for an employer, union, or employment agency to punish you or any witness for attempting to present the facts in a case. YOUR CIVIL RIGHTS UNDER THE WORKFORCE INVESTMENT ACT Santa Ana Local Workforce Investment Area 1000 E. Santa Ana Blvd., Ste 200 Santa Ana, CA 92701 (714)565 -2600 B. Criminal Complaints In accordance with the WIA (P.L. 105 -200) and the implementing code of Federal section 667.600.... Federal handling of criminal complaints and report fraud, abuse and other criminal activity. "All information and complaints involving fraud, abuse or other criminal activity shall be reported directly and immediately to the City of Santa Ana and the Secretary of Labor." IL General Procedures for Handling Nan- Criminal Violations of the Act The following procedure is promulgated to meet the requirements of Title 20, of the Code of Federal Regulations, Section 667.600 through 667.640 of the WIA regulations, and Section 181(c) of the Act (Public Law 105.200: 29 U.S, Code Sec. 2931 et seq.) at the State and LWIA 251 -65 level for the receipt, investigation, hearing, and resolution of complaints by WIA participants, sub recipients, applicants for participation, or financial assistance, labor unions, community based organizations, or any other persons. These procedures provide for resolution of non - criminal complaints arising from the operation of the Santa Ana LWIA. A complaint is defined here as a written expression by a party alleging a violation of the Act, regulations promulgated under the Act, recipient grants, sub agreements, or other specific agreements under the Act, including terms and conditions of employment of such participants in employment training programs. All complaints, amendments and withdrawals shall be in writing. These procedures are intended to resolve matters which concern policies, procedures or action(s) arising in connection with WIA programs operated by each LWIA grant recipient and sub recipient under the Act. These procedures shall not be construed as affecting any other available legal remedy outside of the WIA complaint process (i.e., disputes regarding terms and conditions of employment of any employee who is not a participant), either separately or simultaneously, that a person may wish to pursue in the resolution of a non -WIA complaint. Also, these procedures do not restrict the LWIA grant recipient staff in carrying out informal discussion Procedures do not restrict the LWIA grant recipient staff in carrying out informal discussion and resolution of any problems outside of and without resort to the formal complaint procedure. A. The following principles and rules apply to all complaints at all steps of the complaint procedures: All complaints must be made in writing within 180 days of the alleged occurrence, except complaints alleging fraud or criminal activity. 2. All persons filing a complaint shall be free from restraint, coercion, reprisal, or discrimination. Good faith efforts shall be made to informally resolve the complaint prior to the scheduled hearing. Complainants have the right to withdraw their complaints (in writing) at any time prior to the hearing. A complainant may amend his /her complaint to correct technical deficiencies but not to add issues. 3. Complainants shall have the right to be represented at their own expense by person(s) of their choosing at all levels of the complaint process. 4. Upon enrollment into employment or training, participants shall be provided with a written description of these procedures, including notification of their right to file complaints and instructions for filing. An employer of participants, including private -for- profit employers of participants, may use this or other complaint resolution procedures so long as the participant is informed of the complaint resolution procedure they are to follow and the time frames governing review of complaints are met. 251 -66 A "participant ", within the meaning of these procedures, is an individual who receives employment - training services under a program funded by Santa Ana LWIA, The Complaint Resolution Procedures contained herein (or the alternative procedures which an employer may use) shall be available to participants to resolve disputes regarding items and conditions of employment of such participants in employment training programs. However, such procedures shall not be used to resolve disputes regarding terms and conditions of employment of any employee who is not a participant, as defined herein. 5� If a complaint does not receive a decision at the LWIA grant recipient level within 60 days of filing the complaint or receives an unsatisfactory decision, the complainant then has a right to request a review of the complaint by the Governor. 6. Complainants must initially file and exhaust LWIA grant recipient /hearing procedures prior to appealing to the State except where the State determines that the LWIA grant recipient's procedures are not in compliance with the State's procedures. III. Procedures for Handling Complaints at the LWIA Level A. Receipt Complaints Pursuant to the WIA regulations found at 20 CFR, Section 667.600, the LWIA administrative entities have the responsibility to conduct hearings and resolve complaints made by individuals about the administration of programs in the LWIA. "LWIA level" encompasses LWIA administrative entity and employers to which the administrative entity has delegated the complaint resolution process. The following comprise the guidelines for resolving issues arising in connection with WIA programs operated by the Santa Ana LWIA including resolutions of complaints arising from actions, such as audit disallowances or the imposition of sanctions taken by the Governor with respect to audit findings, investigations or monitoring reports. 1. Form and Filing of Compliant Official filing date of the compliant is the date the written complaint is received. The filing of the complaint with the Santa Ana LWIA Equal Employment Opportunity Officer shall be considered as a request for hearing and a decision must be issued within 60 days. The complaint must be in writing and must be signed and dated. The complaint should also contain the following information: a. Full name, telephone number, if any, and mailing address of the complainant; b. Full name, telephone number, and mailing address of the agency involved (respondent); c. Clear and concise statement of facts including dates constituting alleged violation; 251 -67 d. What provisions under the Act, regulations, grant or other agreements under the Act, are believed to have been violated; e. Remedy sought by the complainant; and f. If the complainant is a private or public entity or corporation, and not a natural person, the filing of the complaint must be duly authorized by the governing body of such entity or corporation. The absence of any of the requested information shall not be a basis for dismissing the complaint. A copy of the complaint must be sent to the respondent and both parties notified of the opportunity for an informal resolution. At each step of the complaint process, the complainant must be notified in writing of the next procedural step. 2. Informal Conference Informal conferences will be utilized by the Santa Ana LW IA to resolve complaints; however, such informal conferences shall not extend the time within which a decision must be issued after receipt of a complaint. Attempts at informal resolution will commence with two (2) weeks of the date of filing of the complaint. a. The EEO Officer will review the case and ascertain facts prior to the conference so that appropriate resolution can take place at the time of this meeting whenever possible. b. Although the complainant should be encouraged to attend this conference, his /her failure to do so should not preclude his /her right to request a hearing on the matter. c. If mutually satisfactory resolution results and the Santa Ana LWIA concurs, the EEO Officer will write a brief report for the file stating the issues and resolution. The matter shall then be considered closed. d. If resolution does not result, the complainant shall be provided the necessary information and assistance to request a hearing if he /she so desires. 3. Request for Hearing a. As in the case of the complaint, the request for a hearing should be put in writing and be filed in person or by mail. A governing board resolution of authorization to appeal should also be submitted when appropriate. The request should be filled with: Anita Queen Sr. Personnel Analyst — EEO Officer 20 Civic Center Drive, M -24 Santa Ana, CA 92701 (714) 647 -5157 9 251 -68 b. A hearing will be scheduled by the EEO Officer within thirty (30) days of the date of filing of the complaint. 4. Notice of Hearing Upon receipt of the request for hearing, the complainant and the respondent will be notified in writing of the hearing ten (10) calendar days prior to the date of the hearing. The ten -day notice may be shortened with the written consent of the parties, A decision will be issued by the Santa Ana LWIA within sixty (60) days of the date of filing of the complaint. The hearing notice shall be in writing and contain the following information: a. The date of notice, name of the complainant, and the name of the party against whom the complaint is filed. b. The date, time and place of hearing before an impartial hearing officer. c. A statement(s) of the alleged violation(s) d. Advise as to where information or assistance may be obtained, and the name, address, and telephone number of the Santa Ana LWIA Equal Employment Opportunities (EEO) Officer who can answer inquiries. B. Conduct of Hearing The hearing shall be conducted in an informal manner with strict rules of evidence not applicable. Unnecessary technicalities should be avoided. It should provide the flexibility to enable adjustment to the circumstances presented. 1. The hearing officer shall have complete independence to obtain facts and make decisions. The hearing officer shall be in a position to render impartial decisions and thus should not be subordinate to the Santa Ana LWIA or its sub recipients. The hearing officer will be selected from a list of names on file with the EEO Officer. 2. Full regard must be given to the requirements of due process to insure a fair and impartial hearing. 3. The hearing office designated by the EEO Officer to function in a quasi - judicial capacity should begin the hearing by summarizing the record and the issue and should explain the manner in which the hearing will be conducted, making sure that everyone involved understands the proceedings. Such explanations should be adapted to the needs of the specific situation. The hearing officer might take testimony under oath or affirmation to give some assurance of veracity to the hearing. io 251 -69 4. The burden of proof should be reasonable and flexible, dependent upon the circumstances of the case involved. The hearing officer determines the order of proof, Generally, the party making the complaint has the obligation of establishing his or her case and should be examined first. 5. The party involved should have the right to be represented (at their own expense) if he /she so desires. Other he /she is limited to his /her own abilities and those to the hearing officer in obtaining testimony in the case. 6. It is important that the hearing officer obtain the fullest information for the record. If the parties involved, or their representatives, do not know how to ask the right or pertinent questions in pursuing their right to due process, it shall be necessary for the hearing officer to step in to have all the materials and relevant facts elicited. The practice in informal hearings is generally not to apply strict rules of evidence in obtaining facts. However, the quantity of evidence required to support a decision on an issue should be sufficiently credible that the state (or other appropriate agency), upon reviewing the decision, would conclude that the decision is supported by substantial evidence. 8. The hearing officer should attempt to negotiate a resolution of the issue at any time prior to the conclusion of the hearing. 9. Within ten (10) days of the conclusion of the hearing, the hearing officer will issue a recommended decision to the LWIA for final determination. The recommended decision shall be in writing and may be accepted, rejected or modified by the Santa Ana Workforce Investment Board. C. Issuance of Decision Within sixty (60) calendar days of filing of the complaint, the Santa Ana LWIA shall issue a written decision to all parties by first class mail. The final decision shall contain the following information: 1. The name of the parties involved. 2. A statement of the alleged violation and issues related to the alleged violation. 3. A statement of the facts. 4. The decision and the reasons for the decision. 5. A statement of corrective action, if any, to be taken. 6. Notice of the right to request, within ten (10) calendar days of receipt of the decision, a review of the decision by the State Review Panel. D. Record of Hearing 11 251 -70 An administrative file containing support documents on the complaint resolution process hearing conducted will be retained by the Santa Ana LWIA. The purpose of a record is to serve as substantiation of the process followed by the Santa Ana LWIA on the resolution of the issues and the results. This information would then be available for subsequent review in the event the matter is raised with the State, Such records must be retained for a three - year period after the grant has been officially closed out, The Santa Ana LWIA's written decision will be included in the record. Evidence received at the hearing, notes by the hearing officer, stenographer's notes and tape recordings may also be used. E. Establishment of Complaint Procedures In accordance with Section 667.600, each employing agency including private -for- profit employers of participants under the Act is required to establish a complaint procedure for resolving matters relating to the terms and conditions of employment, Employers may operate their own grievance system or may utilize the Santa Ana LWIA's established procedures under Section 667.600. At a minimum these procedures must include: Written notice, upon enrollment into employment training services, of the scope and availability of such procedures. Employer's grievance procedures shall be set forth in a written document and must meet the regulation mandate that a complaint will be resolved with sixty (60) days from the date the complaint was filed. A copy of employer's grievance procedure shall be provided to each participant upon enrollment in employment training. 2. Written notice, at the time the grievance is filed, of the procedures under which the grievance will be processed, 3. Written notification of the disposition of the grievance and a written decision shall be issued within thirty (30) days of the filing of the grievance unless a present and long established grievance specifically provides other limits; and 4. Written notification of the participant's right to request a review of the employer's decision by the Santa Ana LWIA and the State Review Panel in accordance with Section 667.600. IV. Procedures for Handling Complaints at the State Level Section 181 (c) of the Act and the WIA regulations at 20 CFR, Section 667.600 (d) requires the Governor to establish a State Review process of complaints filed at the LWIA grant recipient level and of complaints initially filed at the State level. Appeals of decisions issued at the LWIA level including audit disallowances and sanctions shall be reviewed by the State Review Panel. The State Review Panel shall review the record established at the LWIA level and shall issue a decision based on the information contained therein. 12 251 -71 Complaints which may be initially filed at the State level will be heard by an independent hearing officer designated by the State Workforce Investment Division (WID). The hearing officer shall conduct a hearing and issue a recommended decision to the State Panel. The recommended decision shall be in writing and may be accepted, rejected or modified by the State Review Panel. A. Form and Filing of Complaint. 1. Request for State Review of LWIA Level Decisions On receipt of a complainant's request for review because of an unsatisfactory decision, the State shall provide for an independent state review. 2. Filing of Requests for State Review The State Review Panel shall review all LWIA level decisions when a request for review is filed within 10 days of receipt of the adverse decision. Such requests must be filed in writing with the Chief of the WID Office. The request for review should contain the following information; a. Full name, address, and telephone number of the party requesting the review b. Full name, address, and telephone number of the other party c. A copy of the decision d, Brief statement of reasons for review or the section of the LWIA decision to be reviewed including regulatory and statutory citations e. A statement of the relief sought. 3. Complainant Responsibility It is the responsibility of the complainant to include in the request for review a written statement setting forth the facts presented at the LWIA hearing which support the requested relief. The Chief, WID, shall mail a copy of the request for review to the other party and to the LWIA. It shall be the responsibility of the LWIA to submit the complete record including typed record of the hearing to the Chief, WID, within ten (10) days. B. Conduct of Hearings. 1. Request for Hearing at the State Level If no decision has been issued at the LWIA level or the State has determined an audit disallowance or imposed sanctions, the complainant may request a hearing. The 13 251 -72 hearing officer will then issue a recommended decision to the State's Review Panel for final determination. 2. Filing for Request for Review The request for a State hearing shall be filed within ten (10) days after LWIA should have issued a decision or ten (10) days after the issuance of the audit disallowance or sanction. The request shall be filed directly with the Chief of the WID in writing and should include the following: a. Full name, address, and telephone number of the LWIA b. Name, address, and telephone number of the LWIA C. Copies of complaints made at LWIA level from which no decisions were issued or sanctions and imposed. A statement of basis for the request for hearing. 3. Evidentiary Hearing Upon receipt of the request for a State level hearing, a hearing before a designated hearing officer will be scheduled. The hearing will be recorded mechanically or by court reporter. Both parties concerned will have the opportunity to present oral and written testimony under oath, to call and question witnesses in support of his /her position, to present oral and /or written arguments, to examine records and documents relevant to the issue(s), and to be represented. The hearing officer shall issue a written decision, which shall be forwarded to the State Review Panel for final determination. The State Review Panel may accept, reject or modify this recommendation. The decision of the State Review Panel is final except for audit disallowances, which must be approved by the Secretary of Labor C. State Review Panel The State Review Panel will consist of a panel of three representatives from the Employment Development Department: one from the Legal Offices, one from the WID, and one from the Director's office. The panel will issue a written decision, which will be sent to the appropriate parties within thirty (30) days of receipt of the request for State review. Decisions issued by this panel, under the authority of the Governor, are final. 14 251 -73 D. Issuance of State Review Decision. The State review will be limited to violations of the WIA, implementing WIA regulations or the grant agreement. This review shall be limited to the record established at the LWIA hearing. V. Procedures for Handling Discrimination Complaints by Participants. A. Complaints on the basis of race, color, or national origin, age, sex, religion, political affiliation or belief, retaliation, and citizenship, where appropriate, must be filed within 180 days of the alleged occurrence. 1. It is the responsibility of the Santa Ana LWIA's Equal Employment Opportunity (EEO) Officer to determine jurisdiction and to make the complainant aware of and provide assistance in filing a complaint in accordance with the Santa Ana LWIA's procedure under Section II (A). 15 251 -74 PROCEDURES FOR HANDLING NON- CRIMINAL COMPLAINTS No later than 180 days of alleged discrimination Within 10 days of receipt of unsatisfactory decision or 10 days from date LWIA decision should have been Issued. Handling of complaints filed at LWIA level arising in connection with WIA programs operated by LWIAs Informal Resolution Process Unsatisfactory Decision or LWIA Decision not issued within 60 days w 0 0 0 Request for State Review � i w Governor's Decision Issued by State Review Panel If no decision issued by State Review Panel Appeal to DOL 15 251 -75 0 O a "'I u m 0 0 4 H 2. In cases where areas of authority overlap, it is the responsibility of the EEO Officer to advise the complainant of the existence of State, Federal and other proper action agencies, which may also have a bearing. 3. Complainants alleging discrimination under this part will be made aware of their right to file directly with the Office of Civil Rights (OCR), U.S, Department of Labor and applicable procedures. 4. Complainants must file their complaint directly with: Anita Queen Sr. Personnel Analyst — EEO Officer 20 Civic Center Drive, M -24 Santa Ana, CA 92701 (714) 647 -5157 VI. Procedures for Handling Handicap Complaints by Participants Complaints alleging discrimination on the basis of handicap will be filed and processed under the Department of Labor regulations implementing Section 504 of the Rehabilitation Act of 1973 at 29 Code of Federal Regulations Section 32. 1. Complaints must exhaust the Santa Ana LWIA's informal resolution procedures before filing their complaint with OCR. 2. Complainants will be made aware of the 180 days requirement in which to file his /her complaint. A. Procedures at the LWIA Level 1. The complainant shall file his/her complaint directly with the Santa Ana LWIA. Upon receipt of the complaint, the EEO Officer shall investigate and gather information concerning the complaint. 2. An informal conference will be held with the parties concerned in an effort to resolve the issue(s). The complainant has the right to be present and may be represented during the conference. 3. The Santa Ana LWIA shall issue in writing its decision to the complainant no later than thirty (30) days after the filing of the complaint. B. Procedures at the State Level 1. The complainant may appeal to the State if he /she is not satisfied with the decision of the Santa Ana LWIA. 17 251 -76 2. The Complainant must file his /her appeal as a request for review directly with the Chief W ID within ten (10) calendar days after the receipt of the Santa Ana LWiA's decision. 3. The Chief -W ID, shall issue a decision no later than thirty (30) calendar days after receipt of the request for review. 4. After the complainant has received a decision or no decision has been received from the Director of Employment Development Department (on behalf of the Governor), the complainant has the right to appeal his /her complaint within thirty (30) calendar days to the Office of Civil Rights (OCR) with the Department of Labor. zs 251 -77 PROCEDURES FOR HANDLING HANDICAP COMPLAINTS No later than 180 days of alleged discrimination Filed within 30 days of LWIA/State Decision or 90 days from date of initial filing of complaints Filing of complaint on the basis Of Handicap with LWIA Informal Resolution If no resolution reached Request for Hearing Notice of Hearing Hearing Conducted LWIA Decision Unsatisfactory Decision or No Decision State Review Governor's Decision Appeal to Assistant Secretary Department of Labor W 251 -78 Day I Day 145 Day 60 Days GLOSSARY OF WIA TERM AGE DISCRIMINATION ACT — A law passed by Congress in 1975 which prohibits discrimination on the basis of age by any program or activity receiving Federal Funds. APPLICANT — An individual who applies to a subrecipient or contract for services provided under WIA and who has not yet transitioned to the status of participant. ASSESSMENT — Services designed to determine each participant's employability, aptitudes, abilities and interests and to develop a plan to achieve the participant's employment and related goals; also to identify the available employment and traning activities appropriate for the participant. Testing and counseling may also be used during assessment process. CHARGING PARTY (CP), COMPLAINANT. GRIEVANT, OR AGGRIEVED PERSON — The person who charges that he /she has been discriminated against under Department of Justice nondiscrimination and civil rights regulations and /or guidelines. DISCRIMINATION — In general, a failure to treat all equally, whether intentional or unintentional; the effect of an action, policy or practice which selects an individual or class of persons to receive unequal treatment, ELIGIBLE NON - CITIZEN -- Lawfully admitted permanent resident, aliens, lawfully admitted refugees, and parolees and other individuals authorized by the Attorney General to work in the United States. EMPLOYER — An employer subject to the provisions of the Civil Rights Act of 1964, as amended, including state and local governments and any Federal agency subjects to the provisions of Section 717 of the Civil Rights Act, as amended; and any Federal contractor or subcontractor covered by executive Order 11246, as amended. GRIEVANCE — An allegation that something imposes an illegal obligation or burden or denies some equitable or legal right, or causes injustice . HANDICAPPED INDIVIDUAL — Any individual who has a physical or mental disability that constitutes or results in a substantial handicap to employment. INTAKE — Includes screening to determine eligibility; to select from eligible applicants those individuals who are most in need and can benefit from program services; to complete procedural requirements necessary to enroll an individual into the program and to refer those not enrolled to other programs. JOINT COMPLAINT — A complaint of employment discrimination covered by Title VII or the Equal Pay Act and by Title VI or Title IX. Individual 'joint complaints" are normally investigated by EEOC 20 251 -79 unless OCR has a compelling reason to investigate. "Joint complaints" alleging discrimination in employment and other practices and pattern or practice "joint complaints" are normally investigated by OCR. JURISDICTION — Authority to investigate and resolve complaints against an institution subject to a law or statute which has been assigned to OCR for enforcement, i.e., Title VI, Title IX, etc. PARTICIPANT — Any applicant who has: (1) Been determined eligible for participation upon intake; and (2) Who is receiving subsidized employment, training or services (except post - termination services) funded under the Act, following intake, except for an individual who receives only outreach and /or intake and assessment services. 21 251 -80 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS and COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that; 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying." in accordance with its instructions. 3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure occurring on or before October 23, 1993, and of not less than $11,000 and not more than $110,000 for each such failure. Grantee /Contractor Organization Signature Name of Certifying Official Signature Date EXHIBIT C 251 -81 Certification Regarding Drug-Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about— (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - Pg. 2 (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. EXHIBIT D 251 -82 (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily In a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f), B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised 'Place of Performance" form. Organization Authorized Signature Date EXHIBIT D 251 -83 DIVISION OF EMPLOYMENT SERVICES PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Name: Name of Contractor: Contractor Number: Date: The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification; Place of Performance (include street address, city, county, state, zip code for each site): EXHIBIT D 251 -84 BUDGET FORM AM"11985 Administrative Cost (Not to Exceed 10 %) Program Cost Match /In Kind Total Cost Personnel Salaries. , , Executive Director $ 3,640.00 $ 69,160,00 $ 72,800.00 Coordinator 1,560.00 29,640.00 31,200.00 Accountant 3,900.00 3,900.00 7,800.00 Persbrin'el Be7rets FICA & Medicare 696.15 7,856.55 8,552.70 FUTA 25.20 100.80 126.00 SUTA & ETT 147.00 588.00 735.00 Worker's Compensation 364,00 4,108.00 4,472.00 Total Personnel Salaries & Benefits $ 10,332.35 $115,353.35 $ $125,685.70 Rent* - - -- - - -- -- - - - - Utilities Phones Internet Fees Parking Fees 1,300.00 1,300.00 Security Maintenance Insurance E ui ment rental fees* Vehicle lease* Office expenses (consumables) 195.00 195.00 390.00 Accounting Services Legal Services Auditing Services Indirect Cost* Staff Training* Staff Conferences* Staff Travel/Mileage Participant Wages* Supportive Services* Participant Incentives* Other Total Operating Expenses $ 195.00 $ 1,495.00 $ -- $ 1,690.00 GRAND TOTAL (Personnel +Operating) $ 10,527.35 $116,848.35 $ - $127,375.70 AM"11985 Budget Narrative Personnel Salaries: • Executive Director — 1 Full Time Employee - $ 72,800.00 • Coordinator — 1 Part Time Employee -$ 31,200.00 • Accountant —1 Park Time Employee -$ 7,800.00 Operating Expensed: • As MikeMarinoff com and Network Kinection, LLC is already doing the same service and has the necessary materials and resources needed to carry out the program, we narrowed down the expenses to just Parking and Office Expenses. • Parking fee is required in some universities and office locations, and the computation is based on an average of $5 /day since the fee varies per location. Parking is 100% chargeable to the program. Office Expenses are equally chargeable to both programmatic and administrative activities. The supplies used will be paper, printer toners, envelopes, folders, note pads, labels, binders, clips, stamps, and other small but necessary items to carry out both functions. • No budget is applied to Vehicle Lease despite of the hefty mileage the project is expected to have as all vehicle costs, including broad form general liability and automobile liability coverage with a $1,000,000 minimum coverage, will be shouldered by MikeMarinoff.com and Network Kinection, LLC. ASSURANCES Contractor agrees that in addition to those agreements and obligations specified in the contract boilerplate, attached exhibits and scope of work, it will also adhere to and obey the following provisions, assurances, and certifications. 1. Prohibited Uses, Contractor assures and certifies that it will not use any funds appropriated under this agreement for religious activity or anti - religious activity, or to promote or oppose any political candidate, parties, and /or beliefs. 2. Modification. Contractor assures and certifies that any requested modification to this agreement must be submitted in writing, explaining requested changes and rationale. Contractor further assures that no modification will be implemented without prior written approval from the Santa Ana WORK Center. 3. Cooperation. Contractor agrees to cooperate with any monitoring inspection audit or investigations of activities related to this Agreement as may be scheduled and conducted by the Santa Ana WORK Center. 4. Acknowledgement. Contractor agrees to acknowledge (give credit to) the Santa Ana WORK Center in all oral presentations, written document publicity, and advertisements regarding any activities that ensue from this Agreement. Intellectual Property Rights. The federal Government reserves a paid -up, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use for federal purposes: !)the copyright in all products developed under the grant, including a subgrant or contract under the grant or subgrant; and !!) any rights of copyright to which the grantee, subgrantee or a contractor purchases ownership under an award (including but not limited to curricula, training models, technical assistance products and any relataed materials). Such uses include, but are not limited to, the right to modify and distribute such products worldwide by any means, electronically or otherwise. Federal funds may not be used to pay any royalty or licensing fee associated with such copyrighted material, although they may be used to pay costs for obtaining a copy which are limited to the developer /seller costs of copying and shipping, If revenues are generated through selling products developed with grant funds, including intellectual property, these revenues are program income. Program income is added to the grant and must be expended for allowable grant activity. 6. Product Creation. If applicable, the following needs to be on all products developed in whole or in part with grant funds: "This workforce solution was funded by a grant awarded by the U.S. Department of Labor's Employment and Training Administration. The solution EXHIBIT F 251 -87 was created by the grantee and does not necessarily reflect the official position of the U.S. Department of Labor. The Department of Labor makes no guarantees, warranties, or assurances of any kind, express or implied, with respect to such information, including any information on linked sites and including, but not limited to, accuracy of the information or its completeness, timeliness, usefulness,, adequacy, continued availability, or ownership. This solution is copyrighted by the institution that created it. Internal use, by an organization and /or personal use by an individual for non - commercial purpose, is permissible. All other uses require the prior authorization of the copyright owner." EXHIBIT F 251 -88 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: AMENDMENT TO BUSINESS IMPROVEMENT DISTRICT OPERATING AGREEMENTS CITY MANAGER I:7- 010Tilt►i1:L1 h1:4�7_ «�[�7�I CLERK OF COUNCIL USE ONLY: /G1=090=1�7 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the attached Amended and Restated Operating Agreement with Downtown Inc. and with the Santa Ana Business Council Inc., to establish a "revolving fund" account in the amount of $20,000 for each entity, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On September 16, 2013, the City executed operating agreements with Downtown Inc. and the Santa Ana Business Council Inc., for the programming and distribution of the Downtown Santa Ana Business Improvement District (BID) assessment funds. The agreements contain provisions to ensure proper administration and distribution of the funds, such as those pertaining to the annual budget, financial record keeping, fund distribution, and board composition and meeting requirements. The amendment establishes a "revolving fund" account in the amount of $20,000 in order to finance the organizations' day -to -day operations. This revolving fund account shall be subject to the constraints of NS -1715 and may be replenished upon providing documentation that the funds in the account have been properly expended. The other amendment is reducing the Fidelity Bonding requirement from $1,000,000 to $500,000. There are no other changes to the operating agreements. The terms of these Operating Agreements commenced on September 17, 2013 and terminate on September 17, 2016, unless terminated sooner due to any violations of the provisions in the Agreement, or if the BID is not approved in any given year. The Agreements will be renewed automatically in one year renewal terms, unless either party gives at least two months' notice of termination. 25J -1 Amendment to BID Operating Agreements January 7, 2014 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Nancy Fong, AIPR - --° Interim Executive Director Community Development Agency NF /MM /kg Exhibit: 1. Amendment — DTI 2. Amendment — SABC 25J -2 EXHIBIT 1 AMENDED AND RESTATED OPERATING AGREEMENT This AMENDED AND RESTATED OPERATING AGREEMENT made and entered into on , 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, hereinafter referred to as "City," and Downtown Incorporated, hic., a California non- profit corporation, hereinafter referred to as "DTI." RECITALS A. Whereas the City Council of the CITY previously established a community management district (hereinafter the "CMD ") designated as the "Downtown Community Management District" (hereinafter the "DISTRICT "); and B. Whereas assessments were supposed to be levied annually against the assessable parcels in the DISTRICT commencing with Fiscal Year 2009 -2010 and continuing through Fiscal Year 2013 -2014; and C. Whereas the CITY was to use the assessments to contract for the administration of a program of improvements and activities in connection with the DISTRICT for Fiscal Years 2009 -2010 through 2013 -2014; and D. Whereas due to various reasons the City Council on February 4, 2012 repealed the entirety of the CMD and did not levy the DISTRICT assessment to fund the CMD services for calendar year 2013; and E. Whereas with the repeal of the CMD, several downtown merchants and property owners have expressed an interest in reactivating the Downtown Santa Ana Business Improvement Area (BID) so that they could continue to receive funding to promote the safety, maintenance, and overall economic stability of the downtown area; and F. Whereas the City Council agreed that if there was sufficient support by those businesses that would be impacted by assessments, that it would reactivate the prior Downtown Business Improvement Area which was established on February 6, 1984 pursuant to Ordinance NS -1715 (attached hereto and incorporated herein as Exhibit A) ; and G. Whereas the City Council further agreed in a Settlement and Release Agreement with DTI that, should the BID be reactivated, DTI would receive 50% of the BID revenues in any given calendar year and remaining 50% would be distributed to a new merchants' nonprofit group serving independently of DTI, subject to an operating agreement for each group; and H. Whereas the Santa Ana Business Council has emerged as the new merchants' nonprofit group that has expressed an interest in obtaining the other 50% of BID funds to be spent in 25J -3 furtherance of the overall economic stability of the downtown area consistent with the requirements of NS -1715; and I. Whereas the City Council has "reactivated" the BID by its approval of an assessment report for calendar year 2013 outlining the proposed budget and activities to be conducted in the downtown area; and J. Whereas a public hearing was held, and there being no majority protest against the approval of the assessment report and levy of the assessment; and K. Whereas the City and DTI under this Operating Agreement propose to (1) confirm that DTI will receive 50% of the assessments collected each calendar year for which an assessment is levied, (2) to provide that DTI's use of the assessment funds will be consistent with the requirements of NS -1715, generally, and the approved calendar year's assessment report specifically, (3) to provide for auditing of DTI BID Funds, and (4) ensure that DTI meetings are compliant with the Ralph M. Brown Act [Government Code Sections 54950, et seq]. WHEREFORE, and in consideration of their mutual and respective covenants and promises hereinafter set forth, the original agreement dated September 13, 2013 is hereby Amended and Restated and the parties hereto do hereby agree as follows: ARTICLE 1 PRELIMINARY MATTERS § 1.01 Definitions As used in this Agreement, the following terms shall have the following meanings: (a) "City" means the City of Santa Ana, California. (b) "City Council" means the City Council of the City. (c) "City Manager" means the City Manager of the City or his/her designated representative. (d) "DTP means Downtown Incorporated, hie., a California nonprofit corporation. (e) "Board" means the Board of DTI. (f) "Term" means three (3) years commencing on September 17, 2013 and terminating on September 16, 2016 unless terminated sooner due to any violations of the provisions of this Agreement or if a BID assessment is not approved in compliance with the Parldng and Business Improvement Area Law of 1989 [Streets and Highways Code Sections 36500, et seq.]. The Term of this 2 25J -4 Agreement shall be automatically renewed in one (1) year Renewal Terms unless either party gives notice of termination at least two (2) months prior to the expiration of the Initial Term or any Renewal Term. § 1.02 Status of DTI (a) By its execution of this Agreement, DTI warrants that it is duly incorporated under the laws of the State of California and that true and correct copies of its Articles of Incorporation and Bylaws and a true and correct listing of DTI's officers and their terms of office, certified as such by DTI's Secretary, have been filed with the Clerk of the Council. (b) By its execution of this Agreement, City accepts and agrees to the organization of the DTI as set forth in the above said Articles of hncorporation and Bylaws. § 1.03 Compensation of DTI Board Members and Meetings (a) Meetings shall be held on a quarterly basis with more meetings called at the discretion of the DTI Board. When conducting meetings related to the Downtown Santa Ana Business hnprovement Area members of the Board shall serve without compensation other than reimbursement for expenses incurred by them in the course of the performance of services for DTI when authorized by the DTI Board. (b) DTI shall conduct its meetings in accordance with the Ralph M. Brown Act; the number of board members for purposes of the Brown Act shall consist of 17 board members, with 9 board members serving as a quorum. § 1.04 Changes in Officers, Articles and Bylaws DTI shall notify the Clerk of the Council of any change in the membership of the Board and any change in the officers of DTI. Any amendment of DTI's Articles or Bylaws shall be filed with the Cleric of the Council. §1.05 City Representation at Meetings of DTI The City Manager shall be entitled to attend all meetings of DTI related to the BID and to participate in the discussions of the Board to the same extent as the members of the Board, and DTI shall assure that the City Manager is provided with reasonable advance notice of all meetings of DTI. Nothing herein shall be construed to provide the City Manager with any authority to make, second, or vote on motions, or to cause him to be counted for purposes of determining whether a quorum exists at meetings of DTI. 25J -5 §1.06 City Residents, BID Property Owners and Business Operators on the Board A majority of the Board shall be City residents, BID property owners, or business operators. If the number of members who are City residents, BID property owners, or business operators becomes less than a majority due to the death, resignation, or change of residence or business location, DTI shall not be in default under this section, provided, however, that the next member appointed to the Board shall be a City resident, BID property owner, or business operator. ARTICLE 2 REPORTS AND RECORDS AND BID FUND TRANSFERS § 2.01 Annual Budget and Program Report (a) No later than November First (la) of each year (beginning November 1, 2013), DTI shall provide the City Manager with a copy of a detailed calendar year operating budget showing expected sources of revenue and the nature of all expected or proposed expenditures for the forthcoming calendar year and a report on the proposed programs to be undertaken by DTI in said calendar year. (b) The proposed budget shall be submitted to the City Council for approval subject to the procedures provided for in California Streets and Highway Code Section 36530 et seq. If the proposed budget is accepted by the City Manager, it shall be submitted to the City Council for approval, in whole or in part. If the proposed budget is rejected by the City Manager, the City Manager and DTI shall meet in good faith in an attempt to reach agreement on a budget. If they are unable to do so, the City Manager shall submit the DTI's proposed budget to the City Council for approval, in whole or in part. (c) DTI acknowledges that its proposed budget in any given calendar year will consist of 50% of all BID assessments collected from businesses subject to the Downtown Santa Ana Business Improvement Area as reflected in Ordinance NS -1715. (d) DTI further acknowledges that the use of all BID proceeds will be subject to the BID laws as currently exist and/or as may be modified in the future; and that expenditures of BID funds will be for the purposes identified in Ordinance NS -1715. (e) The City shall establish and maintain in its accounting system a trust fund for the deposit of BID assessment monies collected together with a specific account which shall reflect the deposit and expenditure reimbursement of BID assessment monies apportioned for use by DTI pursuant to subsection (c) above. (1) DTI shall have the option for the first year of this Agreement to request an advance of up to twenty thousand dollars ($20,000.00) from the City upon presentment of documentation 4 25J -6 indicating anticipated expenses in furtherance of the purposes identified in Ordinance NS -1715. Such written documentation shall be approved by the Executive Director of Community Development Agency or his or her designee. Any such advance shall be deducted from BID assessment monies collected and deposited. DTI agrees that such advance shall only apply to the first the $20,000.00 of available funds and before any subsequent reimbursements can be made, DTI shall sufficiently document such advance by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. (g) The City shall allow the DTI to establish a "revolving fund" account in the amount of $20,000 in order to finance the organizations day to day operations. This revolving fund account shall be subject to the constraints of NS -1715 and may be replenished upon presentment of documentation that the funds in the account have been properly expended. (h) The City shall make all reasonable good -faith efforts to deposit BID assessment monies collected each month by the 15a' day of the month following; provided that where the 15a` day falls on a weekend, holiday, or other day in which City Hall is closed, then said deposit shall be made the next day City Hall is open. (i) The City shall also deposit monthly an interest payment equivalent to the average amount of the daily balances for the period of the preceding month. (j) The City upon depositing BID assessment monies shall notify DTI by electronic mail of the net amount of monies available for reimbursement to DTI. Failure by DTI to receive or acknowledge electronic mail notification shall not constitute a breach of this Agreement. (k) The City upon receipt of a written request for reimbursement submitted by DTI for documented expenses, shall inspect and examine each request to ensure that all expenses submitted for reimbursement are for the purposes identified in Ordinance NS -1715 and that all expenses submitted are sufficiently documented by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Reimbursement requests shall be approved by the Executive Director of the Community Development Agency or his or her designee. (1) The amount of any approved reimbursement made by the City shall not exceed the net funds available for such reimbursement. In the event that a reimbursement request submitted by DTI exceeds the balance of available funds, the City shall prorate the reimbursement accordingly. (m)The City shall make all reasonable good -faith efforts to process reimbursement requests within 15 working days and to issue a reimbursement check for the approved amount or make equivalent electronic payment to DTI. 25J -7 (n) In the event questions arise relating to the balance of funds available to DTI, DTI may within 15 days of notification request an accounting by the City of the amount of net funds available for reimbursement to DTI. (o) In the event questions arise relating to the amount of any specific reimbursement to DTI approved by the City, DTI may, within 15 days of such reimbursement payment, request that the City re- evaluate the amount of such reimbursement. Thereupon the City shall re- evaluate the amount of such reimbursement and give written notification of its decision to DTI which shall be final and conclusive. § 2.02 Annual Financial Statement and Audit Within sixty (60) days following notice by the City, DTI shall submit to the City Manager a complete statement of DTI's revenues and expenditures and a financial audit for the preceding calendar year prepared by an independent certified public accountant. § 2.03 Financial Records DTI shall keep, or cause to be kept, true, accurate and complete records, including double- entry books, a profit and loss statement, and a balance sheet, such that if possible at all times to determine the amount and nature of all revenues and expenditures. All expenditures and transactions shall be supported by documents of original entry such as sales slips, cash register tapes, and purchase invoice and receipts. All such account books, statements, balance sheets and supporting documents shall be retained by DTI for a period of three (3) years after the end of the accounting year to which they pertain. § 2.04 Accounting Procedures DTI shall maintain a system of accounting according to Generally Accepted Accounting Practices. § 2.05 Inspection and Audit City shall be entitled, during the term of this Agreement and for a period of one year following the termination, to: (a) inspect and examine all of DTI's books, statements, records, and supporting documents to ascertain the correctness of DTI's financial statements. Any such inspection and /or examination shall be conducted during normal business hours with prior 15 days written notice to DTI; and (b) inspect and examine each request for reimbursement received from DTI to ascertain that all expenses submitted for reimbursement are for the purposes identified in Ordinance NS -1715 and that all expenses submitted are sufficiently documented by receipts, purchase invoices, or 25J -8 other permanent evidences of expenditure in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to DTI. ARTICLE 3 INDEMNITY AND INSURANCE § 3.01 Indemnification DTI shall indemnify and save harmless City and its officers, agents and employees from and against any and all claims, demands, loss or liability of any kind or nature which City or its officers, agents, or employees may sustain or incur, or which may be imposed upon them, or any of them, as a result of, arising out of, or in any manner connected with DTI's management and /or administration of the BID funds. § 3.02 Insurance Requirement Generall Prior to the Commencement Date (except as hereinafter otherwise provided), DTI shall obtain at its sole cost and file with the Cleric of the Council, and maintain throughout the Term, policies of insurance as required by this section and sections 3.03 through 3.05, or a certificate of such insurance, satisfactory in form to the City Attorney. Each such policy (except policies of Workers' Compensation Insurance) shall name City as an insured or additional insured and each liability insurance policy shall also name the officers, agents and employees of City as insureds or additional insureds. Each such policy shall also contain a provision that no termination, cancellation or change of coverage or (where applicable) of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to City. § 3.03 Liability Insurance DTI shall provide a policy or policies of insurance which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of the operations of DTI, its officers, employees, agents or assigns. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000.00) combined single limit, or its equivalent. § 3.04 FidelityBondine DTI shall provide a policy or policies of insurance insuring DTI against loss due to dishonesty of DTI's officers, agents and employees. Said policy or policies shall provide coverage in an amount of not less than $500,000. 25J -9 § 3.05 Workers' Compensation Insurance DTI shall provide a policy or policies of workers' compensation insurance as required by law. § 3.06 Modification of Insurance Requirements The City Manager may modify or suspend the requirements imposed on DTI by this Article if in his reasonable determination; strict compliance is impossible or excessively costly due to insurance market conditions. ARTICLE 4 DEFAULTS, REMEDIES AND TERMINATION § 4.01 Defaults (a) Failure or delay by either party to perform any term or provision of this Agreement shall constitute a default under this Agreement. The injured party shall not initiate the remedies hereinafter provided until the defaulting party has been given written notice of the default, specifying the nature thereof, and a period of sixty (60) days to cure or correct such default. (b) Any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. § 4.02 Remedies of City In the event of any default and failure to cure, correct or remedy the same by DTI, City may, at City s sole discretion, in addition to or in lieu of any other remedies, exercise either of the following remedies: (a) Delay of any or all transfers of BID funds to DTI collected pursuant to § 2.01 of this Agreement until such default is cured, corrected or remedied; provided such delay is approved by the City Council. (b) Terminate this Agreement, provided such termination is approved by the City Council. § 4.03 Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy 25J -10 consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county. § 4.04 Cumulative Rights and Remedies The rights and remedies of the parties are cumulative and the exercise by either parry of one or more such 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. § 4.05 Termination Upon the expiration of the Term or upon the earlier termination of this Agreement as provided in Section 1.01(f) or Section 4.02 the City shall have no further obligation to provide funding or other assistance to DTI pursuant to this Agreement for any period following such expiration or early termination. ARTICLE 5 GENERAL PROVISIONS § 5.01 Representatives (a) All actions authorized to be taken by City pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of City by the City Manager, unless otherwise stated. The City Manager may designate any officer of the City as his or her representative with respect to any specified authority given to the City Manager by this Agreement, and in such event the actions of such officer within the scope of such authority shall have the same effect as if taken by the City Manager. (b) All actions authorized to be taken by DTI pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of DTI by DTI's governing board or by such officer of DTI as may be designated by resolution of said governing board. § 5.02 Notices Notices and written communications sent by one party to the other shall be either personally delivered or sent by U.S. Mail, postage prepaid, to the following addresses: (a) If sent by DTI to City: Cleric of the Council City of Santa Ana 20 Civic Center Plaza 25J -11 P.O. Box 1988 Santa Ana, CA 92702 With Copies to: City Manager City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 City Attorney City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (b) If sent by City to DTI: Downtown Inc. 200 North Main St. 2 °d Floor Santa Ana, CA 92701 Attention: Chairman of the Board § 5.03 Non - assignability The rights and obligations of DTI under this Agreement may not be assigned or delegated without the prior approval of the City Council. § 5.04 Partial Invalidity If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. §5.05 Exclusivity Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and DTI. 10 25J -12 §5.06 Conflict of Interest Clause DTI covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Jose Sandoval Chief Assistant City Attorney CITY OF SANTA ANA: David Cavazos City Manager Downtown Inc.: C Title: 11 25J -13 4 EXHIBIT A REL :adg 11/22/83 Rev. 12/28/83 ORDINANCE NO, NS -1715 AN ORDINANCE OF THE CITY OF SANTA ANA ESTABLISHING A BUSINESS IMPROVEMENT AREA IN THE CITY OF SANTA ANA THE CITY COUNCIL OF THE CITY OF SANTA ANA, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1: That the City Council of the City of Santa Ana hereby finds, determines and declares as follows: (a) That pursuant to Section 36500 et seg, of the Streets and Highways Code of the State of California, the City Council adopted, on November 21, 1983, that certain Resolution No. 83 -147, entitled, "A Resolution of the City Council of the City of Santa Ana Declaring its Intention to Establish a Business Improvement Area in the City of Santa Ana," and caused said resolution to be duly published and mailed as provided by law, and (b) That a public hearing concerning the formation of said Business Improvement Area (hereinafter, "Area ") was held on December 5, 1983 and continued to January 16, 1984, both, at the hour of 7 :30 F.M. in the City Council Chambers of the City Hall of the City of Santa Ana; and (c) That at said hearing all written and oral protests made or filed were duly heard, evidence for and against the pro- posed action was received, and a full, fair and complete hearing was granted and held, and (d) That all protests, both written and oral, are hereby overruled and it was determined by the Council that there was no majority protest within the meaning of Section 36500 et seq., and of the Streets and Highways Code; and (e) That the public interest, convenience and necessity require the establishment of the proposed Area; and (f) That businesses conducting their activities within the Area will. benefit by the expenditure of funds raised by the charges as contemplated by said Section 36500 et af,.cL. of the Streets and Highways Code. 25J -14 ORDINANCE NO. NS-1715 PAGE TWO SECTION 2; ESTABLISHMENT OF AREA, Pursuant to Section 36500 et seq, of the Streets and Highway Code of the State of California, a business improvement area to be designated as "Downtown Santa Ana Business Improvement Area" of the City of Santa Ana," is hereby created and 'established, SECTION 3: DESCRIPTION OF AREA. The Area shall include all of the real property included within the boundaries described on "Exhibit A," attached hereto and incorporated herein by this reference. SECTION 4: SYSTEM OF CHARGES. That attached hereto, marked "Exhibit B," and incorporated herein by this reference, is the system of charges which shall be assessed upon the various classes of business which are not exempt by law and which are located within such Area. (a) Payment of Charge. The charges hereby assessed shall be due and payable and shall be paid at the same time and in the same manner that business license taxes imposed by the City Code are due and payable. (b) Payment Prerequisite to License. (l) No business .License shall be issued pursuant to the Santa Ana Municipal Code unless the business license charge hereby imposed is paid together with the business license payable pursuant to the said code; and (2) A business license shall be considered unpaid and penalties shall be assessed upon the total amount at the rate specified in the Municipal Code, until such time as both the business license' tax and the charges imposed hereunder are paid in full. (c) Multiple Businesses. (1) Where one owner has multiple businesses in the same class or combinations of two or more of the above classes, all of which are at the same location; the total charge for that location under this Ordinance shall be the highest charge of any one of those busi- nesses when considered individually according to their classifications herein. 25J -15 ORDINANCE NO. NS -1715 PAGE TRREE (2) Where multiple owners have,pusinesses in the same class or combination of two or mpre,_,o£ t4z-above classes, all of which are at the same 11i;atian, the total charge to each owner under this Ordinance sh;alJ be the highest charge of any one of the individual° owner's businesses at the location when considered according to their classification herein (d) Charge Transferability. There shall be no additional charge for any business whi transfers the same business to any location within the Area. (e) Refusal to Pa V Charge. No person shall fail or re- fuse to pay the additional business license charge imposed. (f) Statement of Charge Due. A written statement, on such forms as may be required or furnished by the City Manager, shall be filed when the charges are paid. SECTION S: VOLUNTARY CONTRIBUTIDN. Any business which is exempt from the payment of a business license tax by reason of the provision of the Constitution of the United States or the state of California, or by business class exemption as designated in (a) above, may make voluntary contributions to said Area for the purposes provided in this Ordinance. SECTION 6: USE OF REVENUES, Uses of revenues derived from charges imposed pursuant to this Ordinance shall be limited to the following: (a) Decoration of any public place in the Area; (b) Promotion of public events which are to take place on or in the Area; (c) Furnishing of music in any public place in the Area; and (d) The general promotion of business activities in the Area. SECTION 7: FUND. There is created a special fund designated as "Downtown Santa Ana Business Improvement Area Fund" into which all revenues derived from charges and contributions under this ordinance shall be placed and such funds shall be used only for the purposes specified in this Ordinance. 25J -16 r,-- ORDINANCE N0. N5 -1715 PAGE FOUR SECTION 8: EXPENDITURES, The City Council shall annually,, drove a �t_tn include an estimate of expenditures to be made froth the owtrtawanta An siness Improvement Area Fund to carry out the purposes of this Ordinance. SECTION 9: EFFECTIVE DATE. The charges imposed by this Ordinance shall be due and payable immediately upon the effective date of this ordinance upon all business license taxes levied thirty (30) days after adoption of this Ordinance and each day thereafter. SECTION 10: If any action, sentence, clause or phrase of this Ordinance is, for any reason, held by a court of competent juris- diction to be invalid, 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 passed and does hereby pass this section and each sentenoe, section, clause and phrase hereof, irrespective of the fact that any one or more sections, sentences, clauses, or phrases be declared invalid or unconstitutional. SECTION 11: That the City Clerk shall certify to the adoption R. this Ordinance and cause the same to be published in the manner prescribed by law. ADOPTED this 6th day of Fnbr„ aX , 1984. ATTEST" R. u 6mbcur, ar Ma Yr nice C. Guy, Cl. rk the Council COUNCILMEMBERS: Luxembourger Ave Acosta Abstain Bricken Aye APPROVED AS T4 OR.t: Griset Aye Johnson Aye McGuigan _Aye _91,114-AL Young Aye Edward ,1 0o er, City Attorney 25J -17 I EX,'r._ 6 I T 'A11 LEGAL LESCRIF 100 - X'WN - -)EN B':S!NtSS !XPRC. Eh'ch? A. -EA That portion of the City of Santa Ana, County of Orange, State of California, bounded and described as follows: Beginning at the centerline intersection of Parton Street, 60 feet wide, and Santa Ana Boule ,_j d' 108 feet wide, thence nor£ }Feasterly and easterly along eaid centerline of Santa Ana nou evard to the centerlire of Broadway, 82 feet wide; thence northerly al6rq said "c'E'htecl'ine "df'2readway 672,1eet, mare or 261—s, to the intersection of the prolongation of the north line of Blocks C, D, and E of SpurgeW s Addition to Santa Ana as per map recorded in Sack. 1, page 56 of Miscellaneous Maps, records of said County; thence easterly along said prolongation and said north line of Blocks t,p_ D,'a -id E to the centerline of Main Street, 90 feet wide;,thence southerly along said center- line of Main Street to the ce` UH11ne of Eighth Street, 60 feet wide; thence easterly along said d'Eiiterline of Eighth Street to the ca_p,t.erline of Bush, 60 feet wide; thence southerly along said ccnterlin'e`°of "rush to the centerline a£ _6Wj1E. &-An7 Boule- vard, 60 feet wide; th�Pce easterii' along lsst said centerline of Santa Ana Boulevard to tlie're"Rerline of Spurgeon Street, 60 feet wide; thence southerly along said' centerline of Spurgeon Street 155 feet, t:encF easterly 30 feet. to the northwest corner of Lot 1 in Block 2 of the4be`ui't A6dition to Santa Ana as per map recorded in Book 9, page 91 of Miscellaneous Maps, records of Los Angeles County, California; thence easterly along the north line of last said Lot 1 and tF,e 'easterly prolongation thereof 410 feet to the northeast corner of Lot 2 -in Block 3 of said Fruit Til_bn, thence SOHHrly'afong the east line of last said Lot 2 and the soutr`pralanaation thereof to the centerline of Fifth Street, 60 feet wide; thence easterly along Said ceriterltne o Fifth Street to the cent�en OT2"of"Mbrtimer Street, 60 feet widep thence southeiTy­along said centerline of Mortimer Street to the centerline of Fourth street, $0 feet wide; thence westerly along sai`cerEerline of Fourth Street to the prolongation of the east-line of Block 4 of Blee's Addition as shown on a map recorded in Book 4, page 545 of Miscellaneous Maps, records of Los Angeles County, California; thence southerly along last said east line and the prolongations thereof to the northeast corner of Lot 6 in Block 5 of said Blee's Addition, being also a point on the south, line of Third Street, 60 feet wide; thence easterly along last said south line 14 feet; thence - southerly along e line.parall.el and distant 14 feet easterly; measured at right anglesiom khe east line'uf last sari Lot 6 to a point on the easterly prolongation of the south line of said Lot 6; thence westerly 14 feet to the northeast corner of r Lot 5 in Block 5 of said Blee's Addition; thence southerly along the east line of said Lot 5 in Block 5 and the southerly prolongation thereof to the northeast corner of Block 6 of said 25J -18 (-` Elee's Fdditior.; t',ance southerly along the east line of said Elock 6 and the southerly prolongation thereof to the centerline of First Street, 100 feet wide; thence westerly along said centerline of First Street to the northerly prolon- gation of the east line of Lots 1 and 2 of slee's Subdivision as shown or, a map recorded in Book 1, page 67 of FiieCellahe O,us Maps, records of said Orange County; thence southerly along last said prolongation to the southeast corner of last said Lot 2; thence westerly along the south line of last said Lot 2 and the westerly prolongation thereof to the northwest corner of Lot 10 in Block B of Blee's Second Addition as shown on a map recorded in book 30, page 75 of Miscellaneous Maps of Loa An_eles County, California; thence 'southerly along the west line of last said .Lot 10 to the southwest corner thereof; thence westerly along a line parallel and distant 150 southerly from the south line of First Street, 100 feet wide, to the centerline of train Street, 75 feet wide, thence northerly along said centerline of Main'LLFtreet 25 feet; thence westerly along a line parallel znd distant 125 feet southerly f2om —sai-d south line of First Street to the centerline of Broadway, 82 feet wide; thence northerly along sai-a ­cenfer 'l'i Tie "of'Brcwdway 25 feet; then ce "westieirly r along a line parallel and distant 100 feet southerly from said south line of First Street to the northwest corner of Lot 3 in Block k of Heninger's Res ubdivision ^aj- 9h6-wn on a map filed in Book 5, page 49 of Miscellaneous Maps, records of said Orange County; thence southerly along the west line of said Lot 3 to the southwest corner of said Lot 3; thence westerly along a line parallel and distant 150 feet southerly from, said south line of First Street to the centerline of Parton Street, 60 feet wide; thence northerly along said centerline of Parton to the Centerline of First Street, 100 feet wide; thence westerly to the intersec£ ion n4 kfe southerly prolongation of the west line of Lot l in Tract No. 10680 as shown on a map recorded' in Book 40, pages 33 and 34 of kiscellaneeos Naps, records of said orange County; thence northerly along last said west line and the prolongations thereof to the centerline of Third Street, 60 feet tide; thence easterly along said centerline of Third Street to the centerline of Parton Street, thence northerly along said centerline of Parton Street to the POINT OF BEGINEING 25J -19 (-• EXHIBIT "B" ANNUAL CHARGES TO BUSINESSES LOCATED IN THE DWNTOKN BUSINESS IMPROVEMENT AREA 1. Businesses located within the boundaries of the proposed Business Improvement District, classified under City ordinance NS -1690 as: Amusement Services Pawnbrokers Service Stations Classification A, including but not limited to, Retail Sale 'of Goods Hotels and Motels Theatres Food Establishments, shall pay an amount equal to one and one half (1.5) times their annual business license fee. l� 2. Businesses classified under ordinance NS -1690 as Commercial Rental Property, Rental Property, Residential and Reaming House shall pay an amount equal to one quarter (.25) times their annual business license fee. 3. All other businesses, including Professions, Trades & Shrviclas, within the boundaries of the proposed Business Improvement District, shall pay one (1) times their annual business license fee. 25J -20 EXHIBIT 2 AMENDED AND RESTATED OPERATING AGREEMENT This AMENDED AND RESTATED OPERATING AGREEMENT made and entered into on , 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, hereinafter referred to as "City," and Santa Ana Business Council Inc., a California non- profit corporation, hereinafter referred to as "SABC." RECITALS A. Whereas the City Council of the CITY previously established a community management district (hereinafter the "CMD ") designated as the "Downtown Community Management District" (hereinafter the "DISTRICT "); and B. Whereas assessments were supposed to be levied annually against the assessable parcels in the DISTRICT commencing with Fiscal Year 2009 -2010 and continuing through Fiscal Year 2013 -2014; and C. Whereas the CITY was to use the assessments to contract for the administration of a program of improvements and activities in connection with the DISTRICT for Fiscal Years 2009 -2010 through 2013 -2014; and D. Whereas due to various reasons the City Council on February 4, 2012 repealed the entirety of the CMD and did not levy the DISTRICT assessment to fund the CMD services for calendar year 2013; and E. Whereas with the repeal of the CMD, several downtown merchants and property owners have expressed an interest in reactivating the Downtown Santa Ana Business Improvement Area (BID) so that they could continue to receive funding to promote the safety, maintenance, and overall economic stability of the downtown area; and F. Whereas the City Council agreed that if there was sufficient support by those businesses that would be impacted by assessments, that it would reactivate the prior Downtown Business Improvement Area which was established on February 6, 1984 pursuant to Ordinance NS -1715 (attached hereto and incorporated herein as Exhibit A) ; and G. Whereas the City Council further agreed in a Settlement and Release Agreement with Downtown Inc. ( "DTP'), that, should the BID be reactivated, DTI would receive 50% of the BID revenues in any given calendar year and remaining 50% would be distributed to a new merchants' nonprofit group serving independently of DTI, subject to an operating agreement for each group; and 1 25J -21 H. Whereas the Santa Ana Business Council has emerged as the new merchants' nonprofit group that has expressed an interest in obtaining the other 50% of BID funds to be spent in furtherance of the overall economic stability of the downtown area consistent with the requirements of NS -1715; and I. Whereas the City Council has "reactivated" the BID by its approval of an assessment report for calendar year 2013 outlining the proposed budget and activities to be conducted in the downtown area; and J. Whereas a public hearing was held, and there being no majority protest against the approval of the assessment report and levy of the assessment; and K. Whereas the City and SABC under this Operating Agreement propose to (1) confirm that SABC will receive 50% of the assessments collected each calendar year for which an assessment is levied, (2) to provide that SABC's use of the assessment funds will be consistent with the requirements of NS -1715, generally, and the approved calendar year's assessment report specifically, (3) to provide for auditing of SABC BID Funds, and (4) ensure that SABC meetings are compliant with the Ralph M. Brown Act [Government Code Sections 54950, et seq]. WHEREFORE, and in consideration of their mutual and respective covenants and promises hereinafter set forth, the original agreement dated September 17, 2013 is hereby Amended and Restated and the parties hereto do hereby agree as follows: ARTICLE 1 PRELIMINARY MATTERS § 1.01 Definitions As used in this Agreement, the following terms shall have the following meanings: (a) "City" means the City of Santa Ana, California. (b) "City Council" means the City Council of the City. (c) "City Manager" means the City Manager of the City or his/her designated representative. (d) "SABC" means Santa Ana Business Council, Inc., a California nonprofit corporation. (e) "Board" means the Board of SABC. (1) "Term" means three (3) years commencing on September 17, 2013 and 2 25J -22 terminating on September 16, 2016 unless terminated sooner due to any violations of the provisions of this Agreement or if a BID assessment is not approved in compliance with the Parking and Business Improvement Area Law of 1989 [Streets and Highways Code Sections 36500, et seq.]. The Term of this Agreement shall be automatically renewed in one (1) year Renewal Terms unless either party gives notice of termination at least two (2) months prior to the expiration of the Initial Term or any Renewal Term. § 1.02 Status of SABC (a) By its execution of this Agreement, SABC warrants that it is duly incorporated under the laws of the State of California and that true and correct copies of its Articles of Incorporation and Bylaws and a true and correct listing of SABC's officers and their terms of office, certified as such by SABC's Secretary, have been filed with the Clerk of the Council. (b) By its execution of this Agreement, City accepts and agrees to the organization of the SABC as set forth in the above said Articles of Incorporation and Bylaws. § 1.03 Compensation of SABC Board Members and Meetings (a) Meetings shall be held on a quarterly basis with more meetings called at the discretion of the SABC Board. When conducting meetings related to the Downtown Santa Ana Business Improvement Area, members of the Board shall serve without compensation other than reimbursement for expenses incurred by them in the course of the performance of services for SABC when authorized by the SABC Board. (b) SABC shall conduct its meetings in accordance with the Ralph M. Brown Act; the number of board members for purposes of the Brown Act shall consist of 12 board members, with 7 board members serving as a quorum. § 1.04 Changes in Officers, Articles and Bylaws SABC shall notify the Clerk of the Council of any change in the membership of the Board and any change in the officers of SABC. Any amendment of SABC's Articles or Bylaws shall be filed with the Clerk of the Council. §1.05 City Representation at Meetings of SABC The City Manager shall be entitled to attend all meetings of SABC related to the BID and to participate in the discussions of the Board to the same extent as the members of the Board, and SABC shall assure that the City Manager is provided with reasonable advance notice of all meetings of SABC. Nothing herein shall be construed to provide the City Manager with any authority to make, second, or vote on motions, or to cause him to be counted for purposes of 25J -23 determining whether a quorum exists at meetings of SABC. §1.06 City Residents, BID Property Owners, and Business Operators on the Board A majority of the Board shall be City residents, BID property owners, or business operators. If the number of members who are City residents, BID property owners, or business operators becomes less than a majority due to the death, resignation, or change of residence or business location, SABC shall not be in default under this section, provided, however, that the next member appointed to the Board shall be a City resident, BID property owner, or business operator. ARTICLE 2 REPORTS AND RECORDS AND BID FUND TRANSFERS § 2.01 Annual Budget and Program Report (a) No later than November First (1st) of each year (beginning November 1, 2013), SABC shall provide the City Manager with a copy of a detailed calendar year operating budget showing expected sources of revenue and the nature of all expected or proposed expenditures for the forthcoming calendar year and a report on the proposed programs to be undertaken by SABC in said calendar year. (b) The proposed budget shall be submitted to the City Council for approval subject to the procedures provided for in California Streets and Highway Code Section 36530 et seq. If the proposed budget is accepted by the City Manager, it shall be submitted to the City Council for approval, in whole or in part. If the proposed budget is rejected by the City Manager, the City Manager and SABC shall meet in good faith in an attempt to reach agreement on a budget. If they are unable to do so, the City Manager shall submit the SABC's proposed budget to the City Council for approval, in whole or in part. (c) SABC acknowledges that its proposed budget in any given calendar year will consist of 50% of all BID assessments collected from businesses subject to the Downtown Santa Ana Business Improvement Area as reflected in Ordinance NS -1715. (d) SABC further acknowledges that the use of all BID proceeds will be subject to the BID laws as currently exist and /or as may be modified in the future; and that expenditures of BID funds will be for the purposes identified in Ordinance NS -1715. (e) The City shall establish and maintain in its accounting system a trust fund for the deposit of BID assessment monies collected together with a specific account which shall reflect the deposit and expenditure reimbursement of BID assessment monies apportioned for use by SABC pursuant to subsection (c) above. rd 25J -24 (f) SABC shall have the option for the first year of this Agreement to request an advance of up to twenty thousand dollars ($20,000.00) from the City upon presentment of written documentation indicating anticipated expenses in furtherance of the purposes identified in Ordinance NS -1715. Such written documentation shall be approved by the Executive Director of Community Development Agency or his or her designee. Any such advance shall be deducted from BID assessment monies collected and deposited. SABC agrees that such advance shall only apply to the first the $20,000.00 of available funds and before any subsequent reimbursements can be made, SABC shall sufficiently document such advance by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. (g) The City shall all the SABC to establish a "revolving fund" account in the amount of $20,000 in order to finance the organizations day to day operations. This revolving fund account shall be subject to the constraints of NS -1715 and may be replenished upon presentment of documentation that the funds in the account have been properly expended. (h) The City shall make all reasonable good -faith efforts to deposit BID assessment monies collected each month by the 15'11 day of the month following; provided that where the 15th day falls on a weekend, holiday, or other day in which City Hall is closed, then said deposit shall be made the next day City Hall is open. (i) The City shall also deposit monthly an interest payment equivalent to the average amount of the daily balances for the period of the preceding month. 0) The City upon depositing BID assessment monies shall notify SABC by electronic mail of the net amount of monies available for reimbursement to SABC. Failure by SABC to receive or acknowledge electronic mail notification shall not constitute a breach of this Agreement. (k) The City upon receipt of a written request for reimbursement submitted by SABC for documented expenses, shall inspect and examine each request to ensure that all expenses submitted for reimbursement are for the purposes identified in Ordinance NS -1715 and that all expenses submitted are sufficiently documented by accompanying receipts, purchase invoices, or other permanent evidences of expenditure as may be prudently required by the City in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Reimbursement requests shall be approved by the Executive Director of the Community Development Agency or his or her designee. (1) The amount of any approved reimbursement made by the City shall not exceed the net funds available for such reimbursement. In the event that a reimbursement request submitted by SABC exceeds the balance of available funds, the City shall prorate the reimbursement accordingly. 6 25J -25 (m)The City shall make all reasonable good -faith efforts to process reimbursement requests within 15 working days and to issue a reimbursement check for the approved amount or make equivalent electronic payment to SABC. (n) In the event questions arise relating to the balance of funds available to SABC, SABC may within 15 days of notification request an accounting by the City of the amount of net funds available for reimbursement to SABC. (o) In the event questions arise relating to the amount of any specific reimbursement to SABC approved by the City, SABC may, within 15 days of such reimbursement payment, request that the City re- evaluate the amount of such reimbursement. Thereupon the City shall re- evaluate the amount of such reimbursement and give written notification of its decision to SABC which shall be final and conclusive. § 2.02 Annual Financial Statement and Audit Within sixty (60) days following notice by the City, SABC shall submit to the City Manager a complete statement of SABC's revenues and expenditures and a financial audit for the preceding calendar year prepared by an independent certified public accountant. § 2.03 Financial Records SABC shall keep, or cause to be kept, true, accurate and complete records, including double -entry books, a profit and loss statement, and a balance sheet, such that if possible at all times to determine the amount and nature of all revenues and expenditures. All expenditures and transactions shall be supported by documents of original entry such as sales slips, cash register tapes, and purchase invoice and receipts. All such account books, statements, balance sheets and supporting documents shall be retained by SABC for a period of three (3) years after the end of the accounting year to which they pertain. § 2.04 Accounting Procedures SABC shall maintain a system of accounting according to Generally Accepted Accounting Practices. § 2.05 Inspection and Audit City shall be entitled, during the term of this Agreement and for a period of one year following the termination, to: (a) inspect and examine all of SABC's books, statements, records, and supporting documents to ascertain the correctness of SABC's financial statements. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to 25J -26 SABC; and (b) inspect and examine each request for reimbursement received from SABC to ascertain that all expenses submitted for reimbursement are for the purposes identified in Ordinance NS- 1715 and that all expenses submitted are sufficiently documented by receipts, purchase invoices, or other permanent evidences of expenditure in accordance with Generally Accepted Accounting Principles and established City accounting procedures. Any such inspection and/or examination shall be conducted during normal business hours with prior 15 days written notice to SABC. ARTICLE 3 INDEMNITY AND INSURANCE § 3.01 Indemnification SABC shall indemnify and save harmless City and its officers, agents and employees from and against any and all claims, demands, loss or liability of any kind or nature which City or its officers, agents, or employees may sustain or incur, or which may be imposed upon them, or any of them, as a result of, arising out of, or in any manner connected with SABC's management and/or administration of the BID funds. § 3.02 Insurance Requirement Generally Prior to the Commencement Date (except as hereinafter otherwise provided), SABC shall obtain at its sole cost and file with the Clerk of the Council, and maintain throughout the Term, policies of insurance as required by this section and sections 3.03 through 3.05, or a certificate of such insurance, satisfactory in form to the City Attorney. Each such policy (except policies of Workers' Compensation Insurance) shall name City as an insured or additional insured and each liability insurance policy shall also name the officers, agents and employees of City as insureds or additional insureds. Each such policy shall also contain a provision that no termination, cancellation or change of coverage or (where applicable) of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to City. § 3.03 Liability Insurance SABC shall provide a policy or policies of insurance which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of the operations of SABC, its officers, employees, agents or assigns. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000.00) combined single limit, or its equivalent. 7 25J -27 § 3.04 FidelityBondin� SABC shall provide a policy or policies of insurance insuring SABC against loss due to dishonesty of SABC's officers, agents and employees. Said policy or policies shall provide coverage in not less than $500,000. § 3.05 Workers' Compensation Insurance SABC shall provide a policy or policies of workers' compensation insurance as required by law. § 3.06 Modification of Insurance Requirements The City Manager may modify or suspend the requirements imposed on SABC by this Article if in his reasonable determination; strict compliance is impossible or excessively costly due to insurance market conditions. ARTICLE 4 DEFAULTS, REMEDIES AND TERMINATION § 4.01 Defaults (a) Failure or delay by either party to perform any term or provision of this Agreement shall constitute a default under this Agreement. The injured party shall not initiate the remedies hereinafter provided until the defaulting party has been given written notice of the default, specifying the nature thereof, and a period of sixty (60) days to cure or correct such default. (b) Any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. § 4.02 Remedies of City In the event of any default and failure to cure, correct or remedy the same by SABC, City may, at City's sole discretion, in addition to or in lieu of any other remedies, exercise either of the following remedies: (a) Delay of any or all transfers of BID funds to SABC collected pursuant to § 2.01 of this Agreement until such default is cured, corrected or remedied; provided such delay is approved by the City Council. (b) Terminate this Agreement, provided such termination is approved by the City 25J -28 Council. § 4.03 Legal Actions hi addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal action must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county. § 4.04 Cumulative Rights and Remedies The rights and remedies of the parties are cumulative and the exercise by either party of one or more such 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. § 4.05 Termination Upon the expiration of the Term or upon the earlier termination of this Agreement as provided in Section 1.01(f) or Section 4.02 the City shall have no further obligation to provide funding or other assistance to SABC pursuant to this Agreement for any period following such expiration or early termination. ARTICLE 5 GENERAL PROVISIONS § 5.01 Representatives (a) All actions authorized to be taken by City pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of City by the City Manager, unless otherwise stated. The City Manager may designate any officer of the City as his or her representative with respect to any specified authority given to the City Manager by this Agreement, and in such event the actions of such officer within the scope of such authority shall have the same effect as if taken by the City Manager. (b) All actions authorized to be taken by SABC pursuant to this Agreement, without specification in this Agreement as to the body or office so authorized, shall be deemed exercisable on behalf of SABC by SABC's governing board or by such officer of SABC as may be designated by resolution of said governing board. § 5.02 Notices Notices and written communications sent by one party to the other shall be either personally delivered or sent by U. S. Mail, postage prepaid, to the following addresses: 25J -29 (a) If sent by SABC to City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 With Copies to: City Manager City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 And: City Attorney City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (b) If sent by City to SABC: Santa Ana Business Council Inc. 400 E. Fourth Street Santa Ana, CA 92701 Attention: Chairman of the Board § 5.03 Non - assignability The rights and obligations of SABC under this Agreement may not be assigned or delegated without the prior approval of the City Council. § 5.04 Partial Invalidity If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. 10 25J -30 §5.05 Exclusivitv Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and SABC. §5.06 Conflict of Interest Clause SABC covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Jose Sandoval Chief Assistant City Attorney CITY OF SANTA ANA: David Cavazos City Manager Santa Ana Business Council, Inc.: Lo Title: 11 25J -31 L, REL :adg EXHIBIT A 11/22/83 Rev. 12/28/83 ORDINANCE NO, NS -1715 AN ORDINANCE OF THE CITY OF SANTA ANA ESTABLISHING A BUSINESS IMPROVEMENT AREA IN THE CITY OF SANTA ANA THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1: That the City Council of the City of Santa Ana hereby finds, determines and declares as follows: (a) That pursuant to Section 36500 et sue, of the Streets and Highways Code of the State of California, the City Council adopted, on November 21, 1983, that certain Resolution No. 83 -147, entitled, "A Resolution of the City Council of the City of Santa Ana Declaring its Intention to Establish a Business Improvement Area in the City of Santa Ana," and caused said resolution to be duly published and mailed as provided by law; and (b) That a public hearing concerning the formation of said Business Improvement Area (hereinafter "Area ") was held on December 51 1983 and continued to January 16, 1984, both, at the hour of 7 :30 P.M. in the City Council Chambers of the City Hall of the City of Santa Ana; and (c) That at said hearing all written and oral protests made or filed were duly heard, evidence for and against the pro- posed action was received, and a full, fair and complete hearing was granted and held; and (d) That all.protests, both written and oral, are hereby overruled and it was determined by the Council that there was no majority protest within the meaning of Section 36500 et seq., and of the Streets and Highways Code; and (e) That the public interest, convenience and necessity require the establishment of the proposed Area; and (f) That businesses conducting their activities within the Area will benefit by the expenditure of funds raised by the charges as contemplated by said Section 36500 et seq. of the Streets and Highways Code. 25J -32 ORDINANCE NO. NS -1115 PAGE TWO SECTION 2: ESTABLISHMENT OP AREA, Pursuant to Section 36500 et seq, of the Streets and Highway Code of the State of California, a business improvement area to be designated as "Downtown Santa Ana Business Improvement Area" of the City of Santa Ana," is hereby created and 'established, SECTION 3: DESCRIPTION OF AREA. The Area shall include all of the real property included within the boundaries described on "Exhibit A," attached hereto and incorporated herein by this reference. SECTION 4: SYSTEM OF CHARGES. That attached hereto, marked "Exhibit B," and incorporated herein by this reference, is-the system of charges which shall be assessed upon the various classes of business which are not exempt by law and which are located within such Area. (a) Payment of Charge. The charges hereby assessed shall be due and payable and shall be paid at the same time and in the same manner that business license taxes imposed by the City Code are due and payable. (b) Payment Prerequisite to License (1) No business license shall be issued pursuant to the Santa Ana Municipal Code unless the business license charge hereby imposed is paid together with the business license payable pursuant to the said code; and (2) A business license shall be considered unpaid and penalties shall be assessed upon the total amount at the rate specified in the Municipal Code, until such time as both the business license tax and the charges imposed hereunder are paid in full. (c) Multiple Businesses. (1) where one owner has multiple businesses in the same class or combinations of two or more of the above classes, all of which are at the same location; the total charge for that location under this Ordinance shall be the highest charge of any one of those busi- nesses when considered individually according to their classifications herein. 25J -33 ORDINANCE NO. NS -1715 PAGE THREE (2) Where multiple owners have,.businesses in the same class or combination of two or more,_,of tlte._above classes, all of which are at the same I-e;ation; the . total charge to each owner under this Ordinano'8 sh,al� be the highest charge of any one of the individual;'' owner's businesses at the location when considered according to their classification herein (d) Charge Transferabiiity. There shall be no additional charge for any business which transfers the same business to any location within the Area. (e) Refusal to Pay Charge. No person shall fail or re- fuse to pay the additianaI business license charge imposed. (f) Statement of Charge Due. A written statement, on such forms as may be required or furnished by the City Manager, shall be filed when the charges are paid. SECTION S: VOLUNTARY CONTRIBUTION. Any business which is exempt From the payment of a business license tax by reason of the provision of the Constitution of the United States or the State of California, or by business class exemption as designated in (a) above, may make voluntary contributions to said Area for the purposes provided in this Ordinance. SECTION 6: USE OF REVENUES, uses of revenues derived from charges imposed pursuant to this Ordinance shall be limited to the following: (a) Decoration of any public place in the Area; (b) Promotion of public events which are to take place on or in the Area; (c) Furnishing of music in any public place in the Area; and (d) The general promotion of business activities in the Area. SECTION is as "Downtown all revenues Ordinance sh the purposes FUND. There is created a special fund designated Santa Ana Business Improvement Area Fund" into which derived from charges and contributions under this all be placed and such funds shall be, used only for specified in this Ordinance. 25J -34 ORbINANCE No. NS -1715 PAGE FOUR SECTION 8: EXPENDI'T'URES. The City Council shall annually. approve a 4 {± trr' include an estimate of expenditures to be made froth the `D'owrr.LawerSank Ana Business Improvement Area Fund to carry out the purposes of this ordinance. SECTION 9: EFFECTIVE DATE. The charges imposed by this ordinance shall be due and payable immediately upon the effective date of this ordinance upon all business license taxes levied thirty (30) days after adoption of this ordinance and each day thereafter. SECTION 16: If any action, sentence, clause or phrase of this or inanoe :.s, for any reason, held by a court of competent juris- diction to be invalid, 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 passed and does hereby pass this section and each sentence, section, clause and phrase hereof, irrespective of the fact that any one or more sections, sentences, clauses, or phrases be declared invalid or unconstitutional. SECTION 11: That the City Clerk shall certify to the adoption of this ordinance and cause the same to be published in the manner prescribed by law. ADOPTED this 6th day of FPhrualy_ ' , 1984. b f ATTEST" R.W. embou If�rger, Ma nice C. Guy, C1 rk the Council COUNCILMEMBERS: Luxembourger Ave Acosta Abstain Bricken Aye- APPROVED AS W FORM: Griset Aye Johnson Aye McGuigan Aye Young _ Edward T oo or, City Attorney 25J -35 I EX'a: SIT �A` -LEGAL DESCAIP710N lX7RC. EXE',T 7.F.E1 That portion of the City of Santa Ana, County of Crange, State of California, bounded and described as follows: Beginning at the centerline intersection of Parton Street, 60 feet wide, and Santa Ara boulevTed;`1'OB Meet wide; thence y" 'and easterly along se id centerline of Santa Are ouuievardoc the centerline of Broadway, 82 feet wide; thence northerly alairg said cE'htecl'ine "oi Ereadway 672 feet, more or lest, to the intersection of the prolongation of the north line of Blocks C, D, and E of Spurgeon's Addition to Santa Ana as per map recorded in Book 1, page 56 of Miscellaneous Naps, records of said County; thence easterly along said prolongation and said north line of Block`s t D,'arld E to the centerline of Ma.tn Stcee,t, 90 feet wide;.thence southerly along said center- line of Hain Street to the cHIVt line of Eighth Street, 60 feet wide; thence easterly along said b'enterline of Eighth Street to the U,01- arline of Bush, 60 feet wide; thence southerly along said centerline of Bush to the centerline of -Mnfa -Ana Boule- vard, 60 feet wide; thsnce easterly along last said centerline of Santa Ana Boulevard to'Ehe centerline of Spurgeon Street, 60 feet wide; thence southerly along e'aid' centerline of Spurgeon Street 155 feet; thence easterly 30 feet-to the northwest corner pf I.,at 1 In Block 2 of the kui't_A6diticn to Santa Ana as per map recorded in Book 9, page 91 of Miscellaneous Maps, records of Los Angeles County, California; thence easterly along the north line of last said LOt l and the easterly prolongation thereof 410 feet to the northeast corner of Lot 2 in Block 3 of said Fruit A�eiition; thence southerly along the east line of last said Lot 2 and the s- cHFe�FT prolongation thereof to the centerline of Fifth Street, 60 feet wide; thence easterly along _, _ __ Eaic3 "centerIi'ne _—of Fifth Street to the cent�tl'ils'e"of"FSCirtimer Street, 6D feet widep thence southerly "along'siid centerline of Mortimer Street to the centerline of Fourth Street, 80 feet wide; thence westerly a'l6ng said centerline of Fourth Street to the prolongation of the east-line of Block, 4 of &lee's Addition as shown on a map recorded in Book 4, page 545 of Miscellaneous Maps, records of Las Angeles County, California; thence southerly along last said east line and the prolongations thereof to the northeast corner of Lot 6 in Block 5 of said Blee's Addition, being also a point on the south line of Third Street, 60 feet wide; thence easterly along last said south line 14 feet; thence southerly along a line.parallel and distant 14 feet easterly; measured at right anglesiom' the east 'line iast sair7 -Lot -6 to a point on the easterly prolongation of the south line of said Lot 6; thence westerly 14 feet to the northeast corner of Lot 5 in Block 5 of said Blee's Addition; thence southerly along the east line of said Lot 5 in Block 5 and the southerly prolongation thereof to the northeast corner of Block 6 of said 25J -36 r, Else's A6dttior.; thence southerly along the east line of said `clock 6 and the southerly prolongation therecf to the centerline of First Street, 100 feet wide; thence westerly along said centerline of first Street to the northerly prolon- gation of the east line of Lots I and 2 of glee's Subdivision as shown on a map recorded in Bock 1, page 67 of Miscellaneous Maps, records of said Orange County; thence southerly along last said prolongation to the southeast corner of last said Lot 2; thence westerly along the south line of last said Lot 2 and the westerly prolongation thereof to the northwest corner of Lot 10 in Block B of Blee's Second Addition as shown on a map recorded in Book. 30, page 75 of Miscellaneous Maps of Los Angeles County, California; thence 'southerly along the west line of last Said Lot 10 to the southwest corner thereof; thence westerly along a line parallel and distant 150 southerly from the south line of First street, 100 feet wide, to the centerline of Main Street, 75 feet wide, thence northerly along said centerline of Main' Street. 25 feet; thence westerly along a line parallel and distant 125 feet southerly from -said south line of First Street to the centerline of Broadway, 82 feet wide; thence northerly along said cenfe- ni rye "of °'Broadway 25 feet; thence `westerly along a line parallel and distant 100 feet southerly from said south line of First Street -to the northwest corner of Lot 3 in Block 4 of Heninger's Resubdivision es shown on a map filed in Book. 5, page 49 of Miscellaneous Maps, records of said orange County; tkenu_ southerly along the west line of said Lot 3 to the southwest corner of said Lot 3; thence westerly along a line parallel, and distant 150 feet southerly from said south line of First Street to the centerline of Parton Street, 60 feet wide; thence northerly along said centerline of Parton to the Fen,terline of First Street, 100 feet wide; thence westerly to the intersec`Eion rf lie southerly prolongation of the west line of Lot I in Tract No. 10690 as shown on a map recorded'in Book 467, pages 33 and 34 of Misceilaneg 5'Maps, records of said orange County; thence northerly along last said west line and the prolongations thereof to the centerline of Third Street, 60 feet lode; thence easterly along said centerline of Third Street to the centerline of Parton Street, thence northerly along said centerline of Parton Street to the POINT OF BEGINFING, 25J -37 (-1 EXHIBIT "B" ANNUAL CHARGES TO BUSINESSES LOCATED IN THE DOKNTOWN BUSINESS IMPROVEMENT AREA 1. Businesses located within the boundaries of the proposed Business Improvement District, classified under City Ordinance NS -1690 as: Amusement Services Pawnbrokers Service stations Classification A, including but not limited tO, Retail Sale 'of Goods Hotels and Motels Theatres Food Establishments, shall pay an amount equal to one and one half (1.5) times their annual business license fee, f� 2. Businesses classified under Ordinance NS-16'90 as Commercial Rental Property, Rental Property, Residential and Rooming House shall pay an amount equal to one quarter (,25) times their annual business license fee, 1, All other businesses, including Professions, Trades & 5ervicps, within the boundaries of the proposed Business Improvement District, shall pay one (1) times their annual business license fee. 25J -38 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: CONDITIONAL USE PERMIT NO. 2012 -18 TO ALLOW AFTER -HOURS OPERATION FOR THE LITTLE SPARROW CAFE AT 300 NORTH MAIN STREET — BRUCE MARSH, APPLICANT � ✓l./� CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r_121 Zi011101 ❑ As Recommended ❑ As Amended ❑ Ordinance on 18t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2012 -18 as conditioned. PLANNING COMMISSION ACTION On December 9, 2013, the Planning Commission adopted a resolution approving Conditional Use Permit No. 2012 -18 conditioned by a vote of 6:0 (Bacerra abstained) to allow after -hours operation until 2:00 a.m. for the Little Sparrow Cafe at 300 North Main Street located in the Transit Zone Downtown (SD -84) zoning district. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). DISCUSSION This action allows an existing restaurant, Little Sparrow Cafe, to be open until 2 a.m. FISCAL IMPACT There is no fiscal impact associated with this action. ay ' Trevino cutive Director Planning & Building Agency HS:rb hs: LittleSparrowCafe \cup12- 18_LittleS parrowCafe, cc Exhibit: A. Planning Commission Staff Report 31A-1 31A-2 REQUEST FOR I • R• • PLANNING COMMISSION MEETING DATE: DECEMBER 9, 2013 TITLE: PUBLIC HEARING — FILED BY BRUCE MARSH FOR CONDITIONAL USE PERMIT NO. 2012 -18 TO ALLOW AFTER -HOURS OPERATION FOR THE LITTLE SPARROW CAFE AT 300 NORTH MAIN STREET Prepared by Hally Soboleske Executive Director PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Planning Ma lager Adopt a resolution approving Conditional Use Permit No. 2012 -18 as conditioned to allow after -hour operations. DISCUSSION Request of Applicant The applicants, Bruce Marsh and Naseem Aflakian, are requesting approval of a conditional use permit that would allow their restaurant, the Little Sparrow Cafe, to operate until 2:00 a.m. Project Location and Site Description The site is currently developed with a single -story 6,200 square foot commercial building. The Little Sparrow Cafe occupies 2,622 square feet of the total structure and is located directly at the corner. Parking is supplied by public parking structures including one that is immediately west on Third Street and owned by the City of Santa Ana, and one located at the northwest corner of Third and Birch Streets, owned by the City of Santa Ana, Both public parking opportunities are shared by all the businesses in the immediate area. There is also metered street parking on Third Street. Surrounding land uses include commercial on all sides, with residential land uses within 100 feet to the southwest (Exhibits 1 and 2). Protect Description The Little Sparrow Cafe has been in operation for approximately seven months as a full - service eating establishment (Exhibits 3 and 4). Current hours of operation are 6:00 a.m, to 12:00 midnight. They offer baked goods, pastries, as well as breakfast, lunch, and dinner. The applicants would like to expand their hours of operation to 2:00 a.m. to be consistent with the operations of other restaurants in the area. EXHIBIT A 31A-3 CUP No. 2012 -18 December 9, 2013 Page 2 Proiect Background On August 15, 2012 the Zoning Administrator approved Conditional Use Permit (CUP) No. 2012 -19 for a Type 47 ABC license for the Little Sparrow, dba Floral Park, LLC, at 300 North Main Street. On September 10, 2012, CUP No. 2012 -18 for after -hours operation and CUP No. 2012 -20 for a banquet facility, as well as CUP No. 2012 -19 were presented to the Planning Commission for approval, A motion was made to approve the conditional use permits, and the motion failed; essentially, no action was taken and an impasse was declared. Per the Planning Commission bylaws, when an impasse is reached, the Chairman can ask the applicant if they would like the item continued or receive a denial. The applicant, Bruce Marsh, requested a continuance of the CUP for the ABC license. The Planning Commission then voted to approve CUP No. 2012 -18 for after -hours operation and CUP No. 2012 -20 for a banquet facility use, as well as CUP No. 2012 -19 (b) for a Type 58 ABC license for catering. On September 17, 2012, the City Council agenda included CUP No. 2012 -19 (a), Type 47 ABC license for serving beer, wine, and spirits for discussion. However, no action could be taken by the City Council until the Planning Commission had taken an action of either denial or approval. The project was then remanded back to the Planning Commission for a hearing at the October 8, 2012 meeting. At the October 8, 2012 Planning Commission meeting, the applicants Bruce Marsh and Naseem Aflakian voluntarily relinquished their previous approval of CUP No. 2012 -18 for after -hours operation subject to the approval of CUP No. 2012 -19 for a Type 47 ABC license. The Planning Commission requested the applicants return in six months to seek approval of the after -hours CUP. The building at 300 North Main Street had been vacant since 1997 and was in an advanced state of disrepair. The building owner and the applicants have done extensive structural repairs, updated the electrical system, and have rehabilitated the building exterior. The suite has historically been used as a cafe. The Little Sparrow cafe has been in operation for seven months, and has met with critical acclaim. They were given positive reviews by several media sources (Exhibit 4), and has a growing following. General Plan and Zoning Consistency The General Plan land use designation for the site is District Center (DC). District Center land use districts provide highly visible and accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services. The project site is consistent with this General Plan land use designation. The parcel is located within the Transit Zoning Code (SD -84) zoning district in the Downtown (DT) sub -zone. The SD -84 zoning district allows for service and retail uses such as a restaurant. Further, the zoning allows for after -hours operation with the issuance of a conditional use permit. This project is consistent with the SD -84 zoning designation. 31A-4 CUP No. 2012 -18 December 9, 2013 Page 3 PmLq Analysis Conditional Use Permit requests are governed by Section 41 -638 of the SAMC. Conditional use permit requests may be granted when it can be shown that the following can be established: • That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. • That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. • That the proposed use adversely will not affect the present economic stability or future economic development of properties surrounding the area. • That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. • That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Using this information staff has prepared the following analysis, which, in turn forms the basis for the recommendation contained in this report. In analyzing the conditional use permit request, staff believes that the following findings of fact warrant approval of the conditional use permits. Conditional Use Permit No. 2012 -18 to allow after -hour operations Santa Ana Municipal Code (SAMC) Section 41 -2007 (Table 2A) requires a conditional use permit for any eating establishment with hours of operation between 12:00 a.m. and 7:00 a.m. The proposed hours of operation are 10:00 a.m. to 2:00 a.m. seven days per week which is consistent with the operating hours of other downtown restaurants. The Little Sparrow Cafe is open for lunch and dinner. This building location is within the Downtown Artists Village, which has a combination of commercial, institutional and residential uses. Concerns typically associated with after -hours operations are the potential for noise complaints from nearby residents, as well as potential nuisance behavior from patrons exiting the restaurant at closing time. Conditions of approval have been placed upon the use in order to mitigate these potential concerns. The following findings support the recommendation of approval for after -hours operations. 31A-5 CUP No. 2012 -18 December 9, 2013 Page 4 • The proposed after -hours operation will provide an ancillary service to the restaurant customers by allowing them the ability to offer meals after 12:00 midnight, thereby providing an additional dining option within the downtown area. This will benefit the community by providing a restaurant with an additional and complementary food - related amenity. The after -hours operation is consistent with that of other restaurants in the downtown. Conditions have been placed on the after -hours permit that will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community such as disallowing outdoor dining and ensuring that all restaurant operation will occur within an enclosed building. • The proposed hours of operation at this location will not be detrimental to persons residing or working in the vicinity because conditions have been placed upon the permit that will mitigate any potential negative or adverse impacts that could be created by the use, and the proposed after - hours operation is consistent with other restaurants operating in the area. Further, the building location fronts Main Street which is an arterial street with significant public and commercial activity. Specific conditions address the potential for noise and light intrusion, as well as for security. • The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants that also offer after -hours meals to their patrons. The extension of operating hours will enable the restaurant to continue their operations for a longer period of time, thereby allowing them to generate more revenue to ensure their continued economic viability. • As conditioned, the proposed project will be in compliance with all applicable regulations and conditions imposed on a restaurant open after midnight pursuant to Chapter 41 of the Santa Ana Municipal Code. • The proposed use will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a variety of full- service restaurants with extended hours of operation offers additional dining options for Santa Ana residents and visitors. Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties, and encourages increased levels of capital investment. The building has undergone a significant rehabilitation effort representing a large capital investment. Further, Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. The rehabilitation of the building has created an attractive corner on Third and Main Streets and remaining open until 2:00 a.m. promotes commercial activity in the area. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The Little Sparrow is located in a commercial area and is compatible with the surrounding commercial businesses. 31A-6 CUP No. 2012 -18 December 9, 2013 Page 5 Police Department Analysis The Police Department reviews conditional use permit applications for the after -hours operation and banquet halls due to the potential for adverse impacts on the surrounding community. This site is located within Reporting District No. 165. There are residential dwellings located within 100 feet of this proposed use. The Sycamore Lofts are located across the street to the south of this project. Due to their proximity to the restaurant, concerns exist with the potential to adversely affect the residents of the complex. Therefore, several conditions of approval are proposed for this permit to mitigate any potential for impacts. These conditions, including those that address noise and crime, will mitigate potential Impacts and help minimize calls for service to the restaurant. Public Notification The project site is located within the boundaries of the Downtown Neighborhood Association. Representatives from this Neighborhood Association were notified of this project. The project site was also posted with a notice advertising this public hearing, and a notice was published in the Orange County Reporter and mailed notices were sent to all property owners and tenants within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15061(b)(3), which is a general rule exemption applying to projects that have no possibility of having a significant impact on the environment as this is a permitted land use per the Santa Ana Municipal Code and is in compliance with the City's General Plan. A restaurant operating until 2:00 a.m. is consistent with the operations of other businesses in the area. Categorical Exemption Environmental Review No. 2012 -18 will be filed for this project. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2012 -18 as conditioned. hl& Hally 8obble e Associate PI nner HS:jm hsAILINIeSparrowCafelcup 12,18_ UttleSparrowCafe.pc 31A-7 4ilp� Sergio otz, AICP _ Principal Planner CUP No. 2012 -18 December 9, 2013 Page 6 Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Location Map Exhibit 3 — Photo of location Exhibit 4 — Operational information 31A-8 SBMTESM sr: I_—IL -j I—J I__ x R C1 '� i8 Ci C1 Ci C8 i nsP m pP ci ai m, R Ri Ri R3 R3 R3- _p,y SP3 8P4 1.� Iron uoo xon x 'I- HSI I IVI� II]� & SP SP AS n) N5 R1 s' io^ IN vs R.4 .4 a 4- e RI R1 R1 Ri RR1 Itt H& R3- 0 C 6 a nml non R3- I SP -3 SP -3 011 P) `SP -3 W r I 8 R2 N2 AY P P R2 lj + Sp-3 sra iT1� RI R1 R7 R) nx R2 P R2 srvs SD sp -3 R2 R2 IV2 P 75 R1 n' R2 i R5p-3 ?� 61.3 d P L R1 R1 R1 n) na H�� SPa3 sP P �� O P 6P3 SP4 SP3 V a snxn SD -20 P SP -3 i si mncarvwim SP 3 ) �+ cc GC GC' DDS xcxcjm'n�wjm�jl'j'� GC =® ® ■ SD -84 D -84 4JLJ D -84 D-&1 D -84 JLJ ° SD -84 .8 SD-8 D•. D -84� D-e ` © snss P u p 1 SD -84 a . -D -841 D -8 D-84 SD -84 P P AP66 so-64 �g P ° SD -13 SD2 PRO ECT p5 -8 D-e D.8 8 J 84 i so -ea P Sn.le 8D "i 8 i. D.8 D-8 1 50.04 FIRSP Al GINOALACWULTUPALj CR OJMMSK1ALFOCH fMAL RI SNCLEPAMILYRSOMAL -8 MKNGMODIFlCATION x GOVEMMENTCENM m MOFAMILY�DINCE GSA COMMSd7ALSOLT MAIN M1 UC+MNDU$RAL m MUDIP.EDENSTYMULIIP.E Cl COMMUNITYCCMMSUAL M2. HFAWINDUSRZAL FAMILYFSMCE Cl -MD COMM. COMM90AUMUSWM QISMT MO MIIITAWOPSYsTIONS R4 SSUFMNAMMMMB C2 GNEPALCCMMESIAL 0 CP84 SFACE PE IUADSJMLESTATE 03 C84TPALSISNES P FFCOMOML ED S'MRCDE UMMT C}A CS4TPALWSNESSARRSTMLLAGE FCD RANNED CCMMUNI I)EVE.OWENT Sx TKIFICRAN C4 RANNMSi0PPNGC8N1 Fm PLANNED RBDFNIIALDeV OPMENT fb AR ALOOMMMAL A THE LITTLE SPARROW CAFE °` CUP- 2012 -18 300 NORTH MAIN STREET = 500 FEET A N I _N_ G _..... A N D 8 U I L D 1 N G A G E N C Y EXHIBIT 1 VICINITY MAP 31A-9 41' H STREET COMMERCIAL C 0 M M U R I A L do M R C I A L F w w a F- Ln m 2 N�D I C O M M STREET 10 C O M M E R C I A L STREET CUP 2012 -18 Little Sparrow Cafe 300 NORTH MAIN STREET P L A N N I N G A N D B U I L D I N G A GE N C Y LAND USE MAP EXHIBIT 2 31A -10 H J V) Q V W LJ C d d V } 2 N�D I C O M M STREET 10 C O M M E R C I A L STREET CUP 2012 -18 Little Sparrow Cafe 300 NORTH MAIN STREET P L A N N I N G A N D B U I L D I N G A GE N C Y LAND USE MAP EXHIBIT 2 31A -10 ±� . . � . wI -: \/ 4AFA ^ 2^ ~mil ) ) 6 6 wI -: \/ 4AFA i�, '.�., aev� ..at tip @I ; °'- �73Eilfl 1 .. �' r � - z � '�iri� yii ,� 3z 1_ _� �p r F _���:�� p �� i ", `a California Bistro Tuesday - Saturday 5:30 pm until 11:00 pm Romantic candlelit white tablecloth PP dinner featuring medern versions of classic dishes. Cocktail Lounge Tuesday - Saturday 5:30 pnn until Midnight Cozy and romantic lounge featur- ing a wide range of craft cocktails, beer, wines, and a selection of small plates and snacks. AA lh� � Local Cafe Lunch; Tuesday - Friday, 11 -3 Brunch; Saturday & Sunday, 9 -3 Casual sunlit dining room featuring craft sandwiches, amazing egg dish- es, house - batted treats, and coffee from local roaster Kean Coffee. Late Night Dining Tuesday - Saturday 5:30 pm until Midnight 16 seats at 8 tables for full dinner service, 11 bar stools, and selection of romantic plush seating. 31 A -11 *j '° }� : m Li......................... tt `" le Sparrow Brunch ..........,........... Tonics Mimosa, $8 Bloody Mary, $10 Lamberd Prosecco, $9 Champagne Cocktail, $9 Slippery Slope, $10 El Diablo, $10 Irish Coffee, $14 Mimosa. PourDuex Bailly Upierre Brut Reserve 1/2 Bottle with orange juice and two flutes. $22 Beverages Soda, $2.5, $3 Bottled Water, $3 Kean Coffee Coffee, $2 Espresso, $1.25, $1.50 Cappuccino or Latte, $3 Americano, $2 Iced Coffee, $3 French Press. $7 Iced Tea, $2.5 Pot of Tea, $6 ............................... Breakfast Two eggs any style, hash browns, bacon or sausage, toast, $9 Bacon and Gruyerc omelette, toast, $10 Eggs Benedict, 5:10 eggs, prosciutto, house English muffin, $'13 Creme f }alche pancakes, maple syrup, strawberries, $9 Brlcana`s Patin Perdu, heu8e -made paid- au -laly $12 Granola, whipped ricotta, rosemary honey, $7 House -made grrvlox, cream cheese, capers, country bread, .$14. Haris,sa rubbed Flat -Iron steak and eggs any way, roast, $15 Corned beef hash, fried egg, $16 Lunch Charcutcric /cheese plate, $15 100% grass -fed beef burger, tomato, lettuce, cheese, $16 Smoked turkey, fried egg, bacon, cfabatta, $1.0 Tri -tip pastrami, Swiss cheese, rye bread, $9 Heirloom tomato salad, burrata cheese, basil oil, $'12 Beet salad, Brillat- Savarin, candied walnuts, $12 Sides Biscuits, $2 Hash browns, $3 Biscuits & Gravy, $6 French. Fries, $4 Bacon, $4 Toast, $3 Sausage, $4 Cookies, $25 Good morning. Eat well, not more. I ...... ..... I......... 3p1"W ol't °° ° ° °° Little Sparrow Lunch Sandwiches Fried chicken, cote slaw, spicy aioli, $10 100% grass -Fed beef burger, tomato, lettuce, cheese, $16 Smoked turkey, fried egg, bacon, ciabatta, $10 Pork belly bash mi, ciabatta, $11 Halibut Po' boy, old bay aioli, celery salad, ciabatta, $11 Tri -tip pastrami, Swiss cheese, rye bread, $9 Chickpea masala, grilled sourdough, pickled shallots, $9 Muffuleta, mortadella, salamt, provolone, glardiniera, $10 Shares & Sides Charcuteric /cheese plate, $15 Mac and cheese, $5 Side of fries, $4 Salads Farro salad, roasted mushrooms-, 5:1.0 egg, $9 Grilled chicken, grilled romaine, Parmesan - anchovy vinaigrette, $11 Grilled swordfish, compressed watermelon salad, feta cheese. $12 Sweets Vanilla bean pot du creme, mango puree, $S Plain cobbler, vanilla bean ice cream, $8 Chocolate cake, milk chocolate mousse, apricot puree, $8 Coolies, $2,5 Phone Orders and Reservations Call in your lunch order for pick -up; 714 -265 -7640. Iieseavations online at UhtasparrowCafe . com or call. •....•I......11.1 Planning a meeting? Faring at your desk? We do take out. 31 P4 6 Beverages Soda, $2,5, $3 Bottled Water, $3 Kean Coffee Coffee, $2 Espresso, $1.25, $1.50 CapPuccino or Latte, $3 Americano, $2 Iced Coffee, $3 French Press, $7 Iced Tea, $2,5 Pot of Tea, $6 Wine & Beer Poperings Belgian IPA, $7 Einstok, Toasted Porter, $6 Allagash Witbier, $6 Welhenstephaner Pilsner, $6 Le Merle Farmhouse: Alt:, $7 Turbodog Brown Ale, $6 Limbic Frambotse, $10 Sauvignon Blanc, $10 Blanc Cotes -Du- Rhone, $11 Chardonnay, $S Pinot Blanc, $10 Rose, $12 Merlot, $10 Bordeaus,$9 Pinot yoir, $9 Prosecco,$9 Complete wine list upon request, ......................... Little r;. `` Sparrow Dinner .,,. „ „,......... „"c„ ,..20.13 , October, 2013 Starters House made charcuterie, $17 Heirloom tomato salad, burrata cheese, basil oil, $1.4 Roasted beet salad, Brillat- savarin, carried walnuts, micro mustard greens, $14 Steamed mussels, sour beer, piquillo peppers, roasted Fennel, $1.6 Sweet onion risotto, red onion )am, crispy shallots, $14 Crispy veal sweetbreads, eggplant caponata, smokey eggplant purge, $14 Grilled octopus, cranberry beans, red mustard greens, $15 Roasted bone marrow, grilled bread, bitter salad, $15 EZtre'es Pan Seared barramunch, red quinoa, swiss chard, sauce piperade, $28 Grilled. Mary's chicken, pomme puree, cippolini, chanterelles, $24 Grilled Heritage pork chop, spaetzle, roasted Brussels sprouts, $29 10 cz Prime NY strip, grilled leeks, confit potato, Romesco sauce, $32 Skuma Bay salmon, chorizo, romanesco, ricotta gnocchi, $28 House made tagliatelle, braised lamb neck, poached garlic, rermel, oranges, $23 Agnolotti, roasted cauliflower, ras el hanout, cashews, $19 Scallops Grenobloise, haricot veer, $26 Dessert Vanilla bean pot du creme, mango gelee, $8 Plum cobbler, vanilla bean ice cream, $8 Greek yogurt mousse, fresh figs, olive oil cake, $8 Chocolate cake, milk chocolate ganache, apricot puree, $8 It would be a sad waste or opportunity to eat badly. Enjoy. 31A 6 j� .................................... ............................... .............................. ....................., Craft Cocktails, x'12 .Bites Smooth Operator Rye, Cynar, St. Elizabeth's Allspice Dratn, improved Critters Chicken Cracklins, $4 Smoking Jacket Single malt Scotch, Caipano Antica, Cyn:u, orange hitters Onion rings, $4 Down Shift Spices( nuts, $3 Tequila, grenadine, honey, lemon, thyme, ginger, black pepper Savory popcorn, $3 Holland Hustle Gin, lemon., Aperol, simple, hops bitters Rosemary Madelines, $4 Saeerac Cognac, sugar cube, New Orleans bitters, absinthe Little Sparrow French whiskey, Suzc, Amargo Vallet, clemcranr, lemon. 17+/� �J India Maria I be Burger 'Tequila, lime, honey, pineapple shrub, IPA float 100% grass -fed beef, tottla- to, lettuce, cheese, i Fitty Fitty Martini Gin, Dolin vermouth, house orange hitters golden hand -cut twice Corpse Reviver #2 cooked french fries, $16 i Gin, Llllet, lemon, Lnxard0 Triplum, absinthe Lyon Street Buck Whiskey, lemon, ginger, house bitters, tfzz Gin Gin 'Buck Gin, SmallPlates ginger, lime, house bitters G The Sloe Poke Steak tartare, Gin, Sloe Gin, orange bitters, lime grilled toast, $7 Gold Rush. Bourbon, honey syrup, lemon Lamb nlerguez meatballs, harissa Champs Elysees potnme puree, $7 Cognac, Yellow Chtutreusc, lemon, house bitters Penicillin # 2 Braised oxtail, visual, ginger, honey, lemon, Fernet Vallet mist creamy polenta, grilled toast, $7 i ( Barkeep's Inspiration {l A challenge For you and t L19 'he bartender alike. Let s know .......... . . ....... .......... ............ }� your mood, liquor, style and we'll mix something up.. 14 •`' ^ ^• ° ^ ^•• ^•••• ^• ^••• ^•,•• ^• Beer and Wine on the flip side. Drinic better, not more. 3'�'�f OC REGISTER: Where To Eat Now 10 shining Stars of Summer By BRAD A JOHNSON Occupying the starkly rehabbed shell of a vintage diner, the Sparrow feels wonderfully un- pretentious, straddling a fine line that allows it to be current and timeless. Brad Johnson, OC Register; "Little Sparrow has quickly established itself as the restaurant to beat in downtown Santa Ana" { OC REGISTER: Despite Split Personality, Little Sparrow Soars "This might be one of the more important openings of the past couple of years" Krista Simmons, AAA Westways; "gorgeous dishes that showcase traditional French technique with California flair." OC; Weekly says of our Craft Cocktails; OC Weekly 2013 Best Of OC "The mind boggles at what Best New Restaurant (Little Sparrow) can do " ;Best Sunday Brunch WINDER: Golden Plate Award "We are happy to announce Little Sparrow as the winner of the Golden Dish Award. Attend- ees voted on their favorite dish at Decadence, and Little Sparrow's pork shoulder and chicken liver pate with fresh mission fig mostarda im- pressed the masses! Congratulation Chef Eric Samaniego and his team for serving up such an impressive culinary creation." Best Cocktail Lounge Jenn Tanaka, Coast Magazine; "Walking into Little Sparrow feels as if you've stumbled upon a neighborhood secret." '.• Gustavo Arellano, OC Weekly "one of the better break- fasts of my year, as well as one hell of a lunch' t ty A �P 0 IITLE SPARROW TAF I ^y �~.r. i. IF lol'osta ��r„ Should m )i F� The Little Sparrow Cafe B ;wr p�P F e+ =4 Air � n. 1 Nr r 4 Y ti .4x w � P p3 t u nF Isl Y L Iv +ri s 1 ri% µv vmirvfi ir= 4.n - ..�rlrmn.p+MUFR f.L tt N. n •.e 4.e r�..-xv 31AP2p °f10 So, what are we talking about? We are seeking modification to our CUP for the ability to stay open until 2:00 am. The is a continuance of our original application. We were given a six month probationary period, which was to begin the day we opened for business; Monday, May 13th, 2013. With the busy holiday season fast approaching, we would like to begin late night operations as soon as we reach the six month mark, Wedensday, November 13th. During this period we have not been cited for any violations of any kind. No ABC violations. No Police calls for noise, fighting, illegal dancing, loud music, or after hours operation. None, zilch, zippo. Our alarm has triggered a few times, usually by forgetful employees. We have had OCFD visit us due to a fire alarm. The Health Department visits us regularly, and we keep passing inspections. Some statistics about our business; 67% of our sales are food, 33% are beer, wine, and liquor. • 30% of our sales comes from the lounge area, 70% from the dining room. 40% of all liquor is sold in the doling room. 65% of liquor sales are for craft cocktails, 28% for wine, and 7% for beer. Nightclub bartenders often serve about 2.2 drinks per minute. The most cock- tails our bartenders have ever made in one hour; 34. We're proud of that. Little 9 Sparrow Page 10 of 10 31A-21 Iss - 12/4/13 RESOLUTION NO. 2013 -30 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING: CONDITIONAL USE PERMIT NO. 2012 -18 AS CONDITIONED TO ALLOW THE HOURS OF OPERATION TO EXTEND TO 2:00 A.M., FOR THE PROPERTY LOCATED AT 300 NORTH MAIN STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of: Conditional Use Permit No. 2012 -18 to allow the restaurant's hours of operation to extend to 2:00 a.m. as conditioned, for the property located at 300 North Main Street. B. Santa Ana Municipal Code Section 41 -2007 requires a conditional use permit for: businesses operating between the hours of 12:00 a.m. and 7:00 a.m. C. On December 9, 2013, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2012 -18. D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code Section 41 -638, have been established for Conditional Use Permit No. 2012 -18 to allow for after- hours operation: 1. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or the community? The proposed after -hours operation will provide a service to the restaurant customers by allowing the ability to offer meals after 12:00 a.m., thereby providing an additional dining option within the downtown area. This will benefit the community by providing a restaurant with an additional and complementary food - related amenity. The after -hours operation is consistent with that of other restaurants in the area. Conditions have been placed on the after -hours permit Resolution No. 2013 -30 31A-22 Page 1 of 5 that will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed hours of operation at this location will not be detrimental to persons residing or working in the vicinity because conditions have been placed on the permit that will mitigate any potential negative or adverse impacts created by the use, and the proposed after -hours operation is consistent with other restaurants operating in the downtown. Additionally, the building location faces Main Street which is an arterial with significant public and commercial activity. Specific conditions address the potential for noise and light intrusion, as well as for security. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants that also offer after - hours meals to their patrons. The extension of operating hours will enable the restaurant to continue operations for a longer period of time, thereby allowing the business to generate revenue to ensure its continued economic viability. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? As conditioned, the proposed project will be in compliance with all applicable regulations and conditions imposed on a restaurant open after midnight pursuant to Chapter 41 of the Santa Ana Municipal Code. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed use will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a variety of full- service restaurants with extended hours of operation offers additional dining options for Santa Ana residents and visitors. Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties, and encourages Resolution No. 2013 -30 31A-23 Page 2 of 5 increased levels of capital investment. Further, Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. The rehabilitation of the building has created an attractive corner on Third and Main Streets, and remaining open until 2:00 a.m. promotes commercial activity in the area. Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The Little Sparrow is located in a commercial area, compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15061(b)(3) because it has no possibility of having a significant impact on the environment as this is a permitted land use per the Santa Ana Municipal Code and in compliance with the City's General Plan. Categorical Exemption Review No. 2012 -18 will be filed for this project. Section 2. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Conditional Use Permit No. 2012 -18 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 Planning Commission Action dated December 9, 2013 and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 9th day of December 2013 by the following vote: AYES: Commissioners: Alderete, Crespo, Gartner, Mill, Nalle, Yrarrazaval (6) NOES: Commissioners: None (0) ABSENT: Commissioners: None (0) ABSTENTIONS: Commissioners: Bacerra (1) Eric Alderete Chairman Resolution No. 2013 -30 31A-24 Page 3 of 5 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Bv: Laura Sheedy Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARTHA RAMIREZ, Secretary of the Planning Commission, do hereby attest to and certify the attached Resolution No. 2013 -30 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on December 9. 2013 . Date: Secretary of the Planning Commission City of Santa Ana Resolution No. 2013 -30 31A-25 Page 4 of 5 EXHIBIT A Conditions for Approval of Conditional Use Permit No. 2012 -18 Conditional Use Permit No. 2012 -18 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. 1. The premises shall at all times be maintained as a bona -fide eating establishment as defined in Section 23038 of the California Business and Professions Code and shall provide a menu containing an assortment of foods normally offered. The premises must have suitable kitchen facilities and supply an assortment of foods commonly ordered at various hours of the day. 2. There will be no outdoor restaurant activity after midnight. 3. All exterior lighting will be directed towards the restaurant and /or sidewalk and not towards other properties. 4. There shall be no amplified sound outside the building. 5. Live Entertainment, including but not limited to, amplified music, karaoke, performers and dancing, is subject to compliance with Santa Ana Municipal Code ( "SAMC ") Chapter 11 and shall comply with all of the standards contained therein. Notwithstanding this requirement, music /noise shall not be audible beyond 20 feet from the exterior of the premises in any direction. Resolution No. 2013 -30 31A-26 Page 5 of 5 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 7, 2014 TITLE: PUBLIC HEARING — 2014 DOWNTOWN BUSINESS IMPROVEMENT DISTRICT ASSESSMENT CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Conduct a public hearing to consider all protests regarding the intention to levy an assessment for 2014 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 Council determines that no valid majority protest was lodged, adopt a resolution confirming the Assessment Report and levying the assessment for 2014. DISCUSSION At its meeting of December 16, 2013, the City Council approved the 2014 Assessment Report and budget for the Downtown Santa Ana Business Improvement District (BID). In addition, the City Council adopted a resolution of Intention to Levy the 2014 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 January 7, 2014 (Exhibit 1). Business owners impacted by the 2014 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 2014 assessment. 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 75A -1 PH — 2014 BID Assessment January 7, 2014 Page 2 subject resolution will confirm the 2014 Assessment report for the BID and levy the assessments for 2014. The 2014 Assessment Report includes a description of the BID assessment formula, where certain business classifications are charged 25 %, 100% or 150% of their business license fee as their BID assessment. This formula was established in 1984. To ensure full understanding of how the assessment formula is applied to each business, attached as Exhibit 2 is a listing of all businesses which would be subject to the 2014 BID assessment showing which charge would apply to each business. FISCAL IMPACT There is no fiscal impact associated with this action. The City only serves as a pass through for BID revenue in accordance with the Assessment Report and any approved operating agreements. Nancy Fong IC P Interim Exe tive Director Community evelopment Agency NF /MM /kg Exhibit: 1. Resolution 2. List of Businesses Subject to Assessment 75A -2 (jxs 12- 26 -13) RESOLUTION NO. 2014 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA LEVYING AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT AREA FOR CALENDAR YEAR 2014 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 December 16, 2013, the City Council received the 2014 Annual Report for the Downtown Santa Ana Business Improvement Area (the `Report'). C. On December 16, 2013, the City Council adopted Resolution 2013 -xxx approving the Report and setting a public hearing for January 7, 2014 at which time protests could be made to the proposed levy of the 2014 annual assessment for the Downtown Santa Ana Business Improvement Area (the "Annual Assessment'). D. On January 7, 2014, at the time and place called for in Resolution 2013 - 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 section 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 Report is confirmed and the levy of an assessment for the calendar year 2014 is hereby affirmed in accordance with the assessment formula described in Attachment B of the Report. A copy of the full Report is attached hereto and incorporated by reference. Resolution No. 2014 -XXX Page 1 of 3 75A -3 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Jose Sandoval Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution No. 2014 -XXX Page 2 of 3 2014. Miguel A. Pulido Mayor 75A -4 (jxs 12- 26 -13) (jxs 12- 26 -13) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2014 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2014 -XXX Page 3 of 3 Clerk of the Council City of Santa Ana 75A -5 Exhibit 1- Attachments DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT 2014 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 700 retail, service, and professional members (see Attachment A). 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 B). 2014 Budget Plan Based on feedback received from the two Downtown business groups that have spearheaded this BID process, Downtown Inc. and the Santa Ana Business Council Inc., the 2014 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 C). The assessments from the 2014 BID are Page 1 of 6 75A -6 estimated at $200,000 to be split evenly by Downtown Inc. and the Santa Ana Business Council Inc. Due to the delayed start of the 2013 BID assessment, both associations will have carryover funding from the previous year estimated to be at $95,000 each. This carryover has been incorporated into a reserve fund for their 2014 budgets. This reserve funding may be used for additional events and promotions throughout the year. These two representative business associations are proposing to host a variety of major community events and promotions, including, but not limited to the following: Downtown Inc. Sound Downtown /Restaurant Week ArtwaIks (12x) OC Pride Day of the Dead Patchwork (2x) Downtown Santa Ana Film Festival C�ZH�ii1l'�7i1►p[�3 Santa Ana Business Council Business Fair Quinceanera Expo Mother's Day Celebration 4th of July Event Art Fair Film Festival Octoberfest Noche de Altares Plaza Navidena Other programming for the associations will include funding for the Downtown Restaurant Association, holiday promotions, website development and maintenance, and an artist retention program. Page 2 of 6 75A -7 L/) r+ YI rD V) 0 rD rD 3 If r) 0-+ m o. ATTACHMENT A FLOWER ST. Z+ z E BIRCH ST, ❑3H 01 I I IN SYCAMORE ST. . -H H F MAIN ST, D D E D D D 7 BUSH ST, F1 F-1 ❑ F-1 F1 El El PURGEON ST, V.. FRENCH ST. F 17`716 IAORTIMER ST. X 75A-8 ATTACHMENT B K1] E1l e1k 1VL1l _1W_F *94 *1PiI4011d3e77irfD1A_1 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. Page 4 of 6 75A -9 ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT PROPOSED BUDGETS SUMMARY 2014 OPERATING FUND REVENUE BID Assessments — current Prior Year Carry Forward Total Revenue Downtown Inc. ADMINISTRATION Overhead (Supplies, insurance, misc) MARKETING Special Events Sound Downtown /Restaurant Week Artwalks (12x) OC Pride Day of the Dead Patchwork (2x) Downtown Santa Ana Film Festival OC Fashion Week Total Advertising (Print/Online) OTHER PROGRAMMING Restaurant Association Artist Retention Program Misc. Reserve Total 75A -10 $200,000 $190,000 $390,000 $6,000 $10,000 $12,000 $5,000 $5,000 $10,000 $5,000 $5,000 $52,000 $5,000 $5,000 $5,000 $27,000 $95,000 $195,000 Page 5 of 6 Santa Ana Business Council Inc. ADMINISTRATION Overhead (Supplies, insurance, misc) MARKETING Special Events Business Fair Quinceanera Expo Mother's Day Celebration 4th of July Event Art Fair Film Festival Octoberfest Noche de Altares Plaza Navidena Total Advertising (Print/Online) Newsletters Website & Social Media OTHER PROGRAMMING Reserve Total Total Expenditures 75A -11 $11,000 $2,000 $3,000 $8,000 $3,000 $2,000 $2,000 $2,000 $3,000 $2,500 $27,500 $30,000 $8,750 $8,750 $14,000 $95,000 $195,000 $390,000 Page 6 of 6 DATA AS OF 12/23/13 Intent to Levy BID Assessment List EXHIBIT 2 15 TERI CIGAR CO _ 310 E 15T ST Yes IYes 01451135 16 KALI BOTANICA LATINA _ _ 312E 1ST ST Yes Yes 1 0053702A 17 ITELEMAXTV 314 E 1ST ST :Yes _ ' 18 _ IFOOD4LESS382 --1315-E -- 9999 Yes I _ 0089437n 1ST ST _ Ves IYes 0.836107n 19 ACE AUTO CARE LLC 401E 1ST ST IYes _ ryes 0.123593% 20 ._ (PAYLESS SHOE SOURCE 91011 _.. I407E1ST ST _ _ Yes !Yes __. _ 0298518% 21 IDON ROBERTO JEWELERS [407 E1STST UNIT #2D Yes Ye _ 0253503% ' 22 _ 1PROCESSING CENTER OF ORANGE COUNTY /VIGO 1407E1STSTUNIT #2E 'Yes Yes 0091210 23 _ILUSION SANTA ANA 407E 1ST ST UNIT #2F Yes ._ Yes 0077591% 24 (TACO BELL #3434 _ _ 411 E 1ST ST Ves _ Yes 0 477984_% 11 25 FAMSA INC 419E 1ST ST IVes Yes r 0301077% - '___ _. 26 _ �MARSHALLS #1220 1419 E 1ST ST IVes _ Yes t 0168449% -- _- __. 2727 �_ _. _-_ 977_7 27 MICRO COMPUTERS _ _ 200 W 1STST UNIT #104 _ Yes IYes _ _ 0082922% __ "_- 2222._. _ ___._.. 28 IRODAS DULCERIA �� 200WSST ST UNIT #105 IVes Yes I 0.096544% 7722 __ _ 2727 2222 2272.._ 29 _. 196 CENT PLUS DISCOUNT STORE 200 W SST ST ON T# lOfi Yes Ves 0109575% _ 7722 ___ ... 9227 I _.. __. 30 PROFESSIONALSERVICES CENTER 210W1STST Yes Yes 1 0082132% ' _ _'. _ 1 7722 7772. 31 GON2ALE2 AUTO INSURANCE SVCS _ 210 %1ST ST Yes ,Yes 0.125172 °n 32 IELAN ENTERPRISES INC " "' BROADWAY FAMILY DENTISTRY 210W IST ST IIVes _ !Yes 0043731% _ _ I _ Ves 33 _ !Yes 0.086870% 2ST _. .__ 34 NUTRICION TOTAL 1210 %1ST ST UNIT #107 Yes IYes 1 0226751% 2277 7727 7TU 1 7227 ___ 7227_ 35 OMALEXA'S BEAUTY SALON 1210% 1ST STUNIT #108 _ Ves__ JYes 0078558% 36 MOBIUSPRINT &SIGNS _ �210W 1ST ST UNIT #109 IVes IYes 0.199178% 37 (SOSA SILVERIA 1210 W 1ST ST UNIT #109 IYes Yes 0028430% 38 _ IANTQJITD$CLEMENTE 210W 1STST UNIT #111 _ Yes _ _ Yes 0 133859% 39 COMERCIAL NUTRITION MEXICANA 210 W 1STST UNIT #112 -11 IYes IVes 1 1253893% 40 IZENITV ZONE THERAPY 210W1STSTUNIT #212 IYes Yes 0094471% 1 41 PELAYO, BIANCA_ - _I 210W1ST ST UNIT #212 _ Yes Ves 1 0028430% -- 2222 _._ 9772 42 DINH MY HOA 1210 %1ST ST UNIT #212 IYes Yes 0028430% _.. ... 97321 43 fTU RD MOBILE 220WIST ST UN 1- - lies (Ves 1 0309732% 7727 - _. 2277_ 44 (ADOBE MEDICAL GROUP, INC. _ 220W15T ST UNIT #102 Yes IVes 0134250 45 828 PHO 1- __ I _ 1220 %1ST ST UNIT #103 Yes IYes 015103fi% _ -- 2722 __ __. 46 BROADWAYARCO /AFGHANI FAMILY 1302% MST _. IYes IYes 1.503250 °G -__ _. 7772 _ _. 47 MYERS, GARY L) +1015 BIRCH ST) 310W1STST IYes IYes 0.014314% 7777_. 1 48 CASTELLO N, ALFREDO 312W 1ST ST Yes IVes 1 0.028430% _. _S HOUSING - 49 SANTA ANA SENIOR LP _. 401 %1ST ST IVes Yes 0202566% -_. 50 _ TEI(CHANDANI NARAIN (#F201) 601W 1ST ST iYes IYes i _ 0008193% Ir 51 IGONZALEZ,ALFONSO ALICIA F105 6- 01W 1ST ST / ) _ Yes _ Ves 0008193% 52 WU, HONG 1601 W 1STST UNIT #F204 Yes !Yes I 0008193% -. -_ __. '77_77. 53 _ IKIMBERLYANNE LLC 611W15T ST UNIT #ES02 _ )Yes _ Yes 0008193% 54 IQIAO, LI 611W 1STST UNIT #E103 IYes IYes 1 0006195% 55 SADEGHI, MITRA &AAIAM 1611 W 1STST UNIT #E202 IYes Ves 0008193% 56 IANDRA, KISHORE V 1611 W 1ST ST UNIT#E203 IVes !Yes _ 0.008193% 57 WILL, HONG 1611 W 1STST UNIT #E204 jYes lies 0008193% 58 DAMANIA, MANEK 1611 W IST ST UNIT# E205 !Yes IYes j 0.008193% 59 GAO, QUANYIN &YANG, ZUIRONG ., .. E iYes - _- _ Ifi21W 1ST ST UNIT #D102 !Yes I 0008193% 60 GO PRINTING AND SHIPPING CENTER 1104 W 2ND ST L Ves iYes 0.344599% 7779 7772 7777_. 7222. 7777 2777._ __. ___ 758% 61 RUN NING WITH SCISSORS HAIR STUDIO _ _ 106 %2ND ST IVes IYes _ !. 0.078558% 62 ROBBINS NESTWINE BAR &BISTRO 1207 W 2ND ST UNIT #B IYes IYes 0.150325% _. 7722 7777 7727- __ 2772_._ 2777_ 5032_. 63 LOLA GASPAR _ 1211W2ND ST IYes !Yes 0.561498% 64. THE COURT AT ARTISTS VILLAGE 300W2ND ST _ !Yes _ IYes CA98617% Page 1 of 10 75A -12 Weighted Protest Value Number B Business Name B Business Address B BID A Area BID E Eligible ( %of 100% Total) 1 I IPEP BOYS, THEMANNY /MOE /JACK 1 120E 1ST ST UNIT #A _ IVes 6 6.675811% 2 _ P PEP BOYS, / / THE MANNV MOE JACK _ 1120E 1ST 5T UNIT #B I _!Yes I iYes 0 0362091% 3 D DEMIR INVESTMENTS, INC 2 202 E1ST ST ! !Yes I IVes 0 0250344% 4 N - - _- - _ _._ 7 Yes 0 7772 __ 5 I IABBA AUTOMOTIVE, LLC 1224 E 1ST ST _ ._ _ __- 7 7277.__ -. 7779 _ 6 P PURPLE PENUMBRA LLC E _ V !Yes ( (Yes 0 2272__. 7 _ LMCOONALDS RESTAURANT 1 1301 E 1STST _ IYes I IVes 0 0963668% _ L _ IMCDONALD'S USA LLC 1 _ _ I Yes Yes 0 0 0 9 G G S C PRESTON, LLC 3 302 E 1ST ST I IYes I IYes 1 1 0016387 °r 1 10 I R 302 E 1ST ST I IYes { { 001 11 _ 3 307E 1ST ST Y IVes I IYes_ _ 12 I IROICSANTAANA LLC (301,307407,419,423_,431) _ 307E 1ST ST ! !Yes I IVes 0 _ 0 1 13 I _. 2272 _ _._ 7 7777- 2 2227 14 J JUGOS ACAPULCO 1 1307E15T ST UNIT #B [ [Yes I IVes 0 _ 0 _. - - - _ _. _ _ - Page 1 of 10 75A -12 Intent to Levy BID Assessment List 99 OLAR INVESTMENTS 60DW3RD ST UNIT #A113 !Yes yes 0008193% 9977 _. _ - 0077 8193 100 CERRUTI TIPITTO, PATRICIA 600W3RD ST UNIT --- IYes IVes I 0.008193% _ GROUP 1 0TU ___ __. 9707_ t 7797 9999 101 (MINI MAX 6ftOUP LLC I,600W3RD ST UNIT #A202 -!Yes Yes 0.008193% __- 7 _. 102 �DEJ PANAH, FARIDEH 1600W3RD ST UNIT #A203 Yes lye � 0.008193% 7997 ___ 7779 9779 103 IGONZALEZ, RITA - -- - � - - -- _- - -1 .- �60DW3RDSTUNIT #A206 IYes IYes i_. - _ 0.008193% 1 - - _. LVICTORVILLE LLC .1600 W 3RD STUNIT #A210 _. IYes iYes 0008193% 105 1 MAHTANI 2011 - _- - - - - - 1600W3RDSTUNIT #A212 IVes Yes I 0.008193% 106 IABRA, CLAUDIO ( #A216) [600W 3RD ST UNIT #A216 Yes !Yes _ 0008193% 107 IFTI HOLDINGS, INC ( #A218/B109/B116/B30(E) 1600 W 3RD STUNIT#A218 IYes !Yes 0.017374% 1 ._ __. 9777_ I 108 . �KATO, MAKOTO MARK-w-201-B) ., ifi00W3RD ST UNIT #A219 Ves Yes _ I _.. 0008193% 109 _ [CORDOVA, MARIANO( #A219( I600W3RDSTUNIT #A219 yes IVes 0.008193% -_- __ ". UNIT # 7797 7777._ 8193. 110 [TEKCHANDANI, NARAIN( #8104) 600 W 3RD ST A219 Iyes !Yes _ 0008193% 9707 _ 7977_ I 111 IPHAM, THOMAS _ J600W3RD ST UNIT #A305 IVes Yes 9799_ 0.008193% - 112 ROSEDALE LLC 600W 3RD ST UNIT #A306 !Yes IYes I 0.008193% _. HOLDINGS, O W 3R 99ST 9707_ 113 SYCAMORE HOLDINGS, LLC 600W 3RD STUNIT #A308 ;Ves !Yes _ 0.008193% 0077_ 9779 9799 _. 9977._ 9999 _. 9977_ 114 � DESAI M V ( #A310/C205) 600 W 3RD ST UNIT# A310 iYes Yes 0.011254% 7777, _ TL _..._... 1 115 HONLVNX CAPITAL, LLC 1600 W 3RD ST UNIT# A311 Yes Ves 0.008193% -_ __ _.7777. 9997 0707 9778_- -_ 116 (HECTOR &ELVA CORTES 600W 3RD ST UNIT #A313 Ves _ _Ves 0.008193% 117 �MATINPOUR FAM ILYTRUST 600W3RDSTUNIT #A3JP _._ Yes Ves __. _. 00061950/, 118 [SAN JUAN INVESTMENT CO., LLC (8106/B212) 1600 W 3RD ST UNIT #6106 !Yes 'Yes 0.011254% -; 119 WANG, YIHAI /SHI, RU 1600 W 3RD ST UNIT# B108 Yes Yes 0.008193% 120 IGEMS HOLDING INVESTMENT LLC 1600 W 3RD ST UNIT #6113 Yes Yes 0.008193% 9777 .....__. 121 GEMS HOLDING INVESTMENT LLC 1600 W 3RD ST UNIT #B113 Yes !Yes _ OA08193% 122 HITCHENS,DEANANDMARIA 1600W 3RD ST UNIT #8114 Yes !Yes 0.008193% 97A B20 _ 0797 - -- l' Yes- 123 IWU, HONG (A122/A304/B208/C302) ,fi00W 3RD ST UNIT #8208 Yes Yes � 0017374% _.. _ 7_779_ 9977 7799. 124 IVANG, JENNY &VINGER, QIANG 600W 3RD ST UNIT #8213 'Ye s iYes 0.008193% _ 125 (YANG TONY /HOU, NANCY 600W 3RD ST UNIT #6217 iYes _ 0008193% 126 I!PACIFIC HEIGHT HOLDING CO., LLC 600W3RD_STUNIT #8221 _ Yes :Yes 0.008193% 127 _ NGUYEN, VIET &VO, YVONNE i600W 3RD ST UNIT #8302 IYes IVes 0008193% 128 DETMERS, ERNEST J &MORALES,V 600W3RDSTUT 8193% NI#6304 Ves :Yes 0.00 9799... 7999 9999.. _.. 9997.. 8199 Page 2 of 10 75A -13 Weighted Protest Value Number B Business Name B Business Address B BID Area B BID Eligible I I% of 100% Total) fi5 G GOST BRAND 1 UNIT #463 Y Yes ! 0.047779_% 66 j jADRIANAS HAI R STU DI O 1 103 E 3RD ST Y Yes I !Yes _ _ 0 67 MR. MEDIA _ 208E 3RDST I IVes Y Yes _ _ 0 68 _ _ _ _ 2 _ IVes ( _ _ 0021915% 69 I ITAPIA, CANDELARIO 2 216 E 3RDST ' ';yes I IYes 0 _ 0 70 ( (FESTIVAL HALL _ yes I IVes _ 9990__ 71 F _ _ _ _220E3RDST y !Yes ! _ _ _ 0 72 S SAN DVS BEAUTY SALON 3 _. Ves Y Yes 0 _ 7999 73 R RDMYS BEAUTY SALON & SUPPLY 1 109 W 3RDST _ I,Yes _ ;Yes _ 0.060414% 74 11 ASAHI, EILEEN 1 1150 W3RD ST - _ I _ ; _ 0 - 0.008193% 75 C COMPAX 1 170 W3RDST _ Ves Y Yes 1 1133657% 1 76 I ICALIFORNIATEAM REALTY 1 190W3RDST Y _ V Yes I IYes 0 11 77 _ (PARKING CONCEPTS, INC 2 _.. _ ___ _ __. IVes _ 0187166% _ ( DOWNTOWN SUGAR _ 218 W 3RD ST_ _ !Yes Y Yes _ _ 0 79 I _ 2 307 W 3RDST Y _ Yes Y Yes _ _ 0 _- - - -_ Yes : _ - _ 0 81 M MY OFFICE 1 1310 W3RD ST _ 'Yes I i i 0054491% 82 _ (UNITED TRAINING &TESTING 7 _. ' IYes I IYes _ _ _ 0 __ ( 7079 _ _d15W3RDST I !Yes ! !Yes 0 _. _._`HARRIS T _ I 315W3RDST I _ ! IVes IYes _ 0,116880% 85 M _ _ _ 3 _ I IVes _ lye 0 _ 0 86 L LAW OFFICES OF LOIDA D TELLEZ l _ _ l Ves 0 7777 87 L LAW OFFICES OF CHRISTOPHER P RUIZ . W 3RDST I I 0 0.276405% I 88 _ �WMCINSURANCE SERVICES 3 .,315 W IYes _ Yes t t 0.495950% _ � INTEGRITYADVISORS 3 322 W 3RD ST I __ I _ Y Yes _ 0071076% 90 P PMN INSURANCE SERVICES, LLC 3 322 W 3RD ST I IVes Y _ 0 0.054886% 91 j jC &SINTERGRATED INSURANCE SERVICES, INC, + +322W 3RD ST Y Yes Y Yes 0 0.067917% __- _ _. -' - 9- -_ _- ' '9997 "' 7 7770 _ 9 9770. _ _ __ _ _. _. 9999_ 7 7799 __ - _ __ MIDST . .. _ _. 7 7777_ _ _.. 7999. .IPACIFIC D BETA HOLDINGS LLC 3 322 W 3RD ST Y _ V _ Y IYes 0 0023297% 95 I _. 9 1600W3RDSTUNIT # #A103 _ 9999 _ _ 0008193% 96 B BADHEKA, MADHUKAR &MARILYN 1 1600W3RDSTUNIT#A104 i _ Y iVes Y Ye s 0 0008193% 97 _ INGUYEN,JULIE l l600W3RDSTUNIT # #A105 _ IYes I 0008193% _ I CHO, SUNG HWAN 11600W3RD ST U UNIT #A111 I _ I IYes I IYes _ 0008193% _.. T TM -. 9 979 9 _._ 7 79 90 - - _- _ 0 Page 2 of 10 75A -13 Intent to Levy BID Assessment List 135 KHORRAM SHANIA /JAFERI(HANI, MEHRI 1600W3ftD ST UNIT #C2W IYes [Yes 0.0081937 136 IAZVES LLC 11600 W 3RD ST UNIT# C304 IYes Yes 0.008193 °r 137 PRIMAVERASBRIDAL 1102 E4TH ST _ _'Yes IYes 0.101472A 138 MYCELLULAR _ 1102 E4TH ST ;Yes ;Yes 0.083510 139 ACAPULCO TRAVEL 102 E4TH ST_ Yes Yes 1 01725565 140 JOVERIAACAPULCO 1102 E4THSTUNIT 92ND FL 'iyes :Yes '., 0.0941754 _.. - _____ -_ ISIS _'__._. 141 VALNER SERVICES 1102 E4TH ST UNIT #2ND FL !Yes iyes 0.1449155 142 VALNER INSURANCE SERVICES, INC 102 E4TH ST_UNIT #2ND FL _ Yes IVes _. 00750245 143 YANEZ, RAUL 102 E 4TH ST UNIT #2ND FL 'IYes Yes 0017571% 144 DENTAL ___ 102E4TH ST UNIT #2ND FL IVes. Yes _ 0.110562n 145 DE MENDOZA _ -._ 104 E 4TH ST _ Yes "IYes '., 0.3032565 146 ITAVISTOCK INVESTMENTS 1104 E 4TH ST !Yes Yes 00304055 147 i RASPADOS EL SUR j104E4THSTUNIT #B PE Ves IVes _. 02440265 __ - -.. -.. _ _ 148 IFRUTAS L4 PLACITA 104E 4TH ST UNIT _ # PE IYes !Yes 0.244026% 149 TOPA FINANCIAL CORPORATION _ 1106E4TH ST IYes Ves 0.0465949 1 150 !RHODES JEWELRY-i LOANI 106 E 4TH ST -:Yes Yes 0488053% 151 _, �NANA FASHION 108 E 4TH S{ !Yes Yes 01581434. 1 152 _ jYANEZ RAUL &GILDA 108 E4TH ST IYes Yes 00261609 153 (ANTIQUE TIME 110 E4TH ST Yes 'Yes 0056466% 1 L 4 - - _ 154 jHOLIDAY TRAVEL &TOURS I110E4THST IVes__ jyes 0086081M ISIS_ - _ 155 _ jNANA FASHION „. - 1110 E 4TH ST Yes Ves 1 0.196643% 1 156 FNATURA MED 1110 E4TH ST UNIT #104 Yes IYes 1 0083514% ___ e _. 157 IRMA SALON„ 1110 E4TH ST UNIT #205 Ves Yes 0059625% 1 158 !VERONICAS BRIDAL 1110 E4TH ST UNIT #207 Yes Yes 00888459. 159 rLA ZAPATERIA MEXICO 112 E4 TH ST IYes !Yes i 0164066% 160 R& O ENTE RPR IS ES, LLC _!112 E4TH ST ',Yes IYes 0019348% ( 161 SEGURA JEWELRY REPAIR 112 E4TH STUNIT #200 IVes IYes 00525179 162 BELINDAS BRIDAL SHOP 1114 E4TH ST IYes !Yes 0.085291% 163 TEIAS FABRIC 114 E4TH ST IYes__ IYes 0.127936% 164 TELAS FABRIC - _ _ 1114E 4TH ST._ Ves jyes _ 0.013031% 165 _ BANDOLERO WESTERN WEAR, INC _ 116 E4TH ST !Yes !Yes 0.104837% 166 C W CELLULAR 116E 4TH ST 'Yes Yes 0.136228% ._ -_-_. 167 ALVAREZCHECKCASHING 116 E 4THST Yes _ (Yes 0.094373% 168 CEBALLOS, JOSE /AURORA 116 E 4TH ST IYes IYes 1 0016683% ISIS ` 169 ES DOCUMENTSERVICES _ 116 E 4TH ST UNIT #F IYes IYes 0.048963% 1 170 RUIZ PAWN SHOP X118 E 4TH ST 'Yes jyes 0.488053% 171 B EAUTY SALON NUEVOGUADALAJARA _ (1181 /2 E4TH ST IVes Yes -- -- - _ _ _.__ _ iYes IYes 0.138598% 172 LA MODA r120 E 4TH ST 173 VANEZ, RAUL (318N BUSH) 120 E 4TH ST Ves [Yes 0.008687% 174 BLENDS - - -j200 E 4TH ST - - -- ';Yes Yes; _- -- 0.309732% 175 ROSAUAJEWELRY 201 E 4TH ST Yes (Ves - -- _ 1 0204805% 176 !FIESTA LUGGAGE &PARTY SUPPLY _.._`201E4THST IYes -. Yes 1 0309732% 177_ !MARY PAZ IEWELRV 1201 E4TH ST Yes Yes _ 03_09732% 178 !FIESTA CAMERA &PHOTO !201 E4TH 5T IVes !Yes 0.068312% 1 179 ILUSIONES BRIDAL _ 201 E4TH ST !Yes Ves ( 0100098% 180 IEL RANCHO RESTAURANT 1201 E 4TH ST UNIT# 101 yes IYes _ 0090621% 181 _ KID AVENUE 11201E4TH ST UNIT #109 Yes lye$ _ 0.124382% 182 ISANTAANA FORTUNETELLER 1201 E4TH ST UNIT #109 Ves ,Yes 0055676% 183 AB COMPUTERS 11312 E 4TH ST Unit #B Yes ]Yes 0082329% _..._.. ... -SITS _.., STO 184 (FIESTA COSMETICS & BEAUTY SPLV 1201 E4TH ST_UNIT #109 Ves IVe$ _ 0133859% 185 FIESTA MARKETPLACE PARTN ERS 201 E4TH ST UNIT #109 !Yes Yes 0.029911% 186 [CENTRO DE SALUD NATURAL 201 E 4TH ST UNIT# 112 'Yes Yes 0.089437% 187 (HAPPY TOYS 201E4TH ST UNIT #15 jYe, Yes 0143928% 188 !CAREER COLLEGE OF CALIFORNIA f201E4TH ST UNIT #200 Yes IVes 0506612% _._ SITS. 1 189 ftIVAS FOOD ;202E4TH ST UNIT #PE !Yes !Yes ___ 0.244026% _.. _______ _. 190 IDENIS CLARI<E DBA SOURCE B001(S 1,204E4TH ST UNIT #0 ;Ves Yes 0.052517% -__-_ 191 ARQUITECTURA LATINOAMERICANA 204 E 4TH ST UNIT #B _ Yes Yes _ 0.051332% _... SKIN.. _..S 192. eOBBVS51(IN,CARE CLINIC _ __. 1204E4TH ST UNIT #D Yes. IVes 0.079368% Page 3 of 10 75A -14 Weighted Protest Value Number B Business Name B Business Address B BID Area B BID Eligible ( (% of 100% Total) 129 T TESSER, PABLO JOSE ( #312 B) _ 600 W 3RD ST UNIT# B310 Y Yes ' 'Yes 0 0.0081939 130 I I SH E N, EDWARDTTRUSTEE _ _ 6 IYes V Ves 0 0.0112549 131 ' 'ITAING, WILLIAM 6 600 W 3RD ST UNIT #C101 , ,Yes ! !Yes 0 00061959 132 ! !MINI MAX GROUP LLC _ -. Yes V Ves _ 0008.193_9 133 H _ 6 _UNIT # Yes _ 0 0.00_81939 134 _ H HANG, YAHAI 1 _ Y !Yes a as 0 _ 0 Page 3 of 10 75A -14 Intent to Levy BID Assessment List Page 4 of 10 75A -15 Weighted Protest Value Number Business Name Business Address BID Area BID Eligible I% of 100% Total) 193 CLUB DE NUTRICION DE HERBAL( FE 1204 E4TH ST UNIT# G ;Yes :Yes i 0.0935839 194 LAW OFFICES OF SIGRID C_ARISON 204 E4TH ST UNIT #J Yes IYes i 0.0789739 195 IALLACTION WEST SECURITVSERVICES _ _ 1204 E4TH ST UNIT #M "Yes _ _ IYes 00580459 196 ICOLORWAYSTUDI05 04 (2 E4TH ST UNIT #N [Ves iYes 00671279 197 PACHANGA DJ, INC 1210E4THST _.._ IYes !Yes 01759129 198 THE VAPOR LAIR _. 1210 E4TH ST UNIT #B Ves _ Yes 01750839 199 __ IALS SHOP 216 E4TH ST Yes Yes 1 0.16.88059 200 PHOUNSACK CHANTHAPANY `216 E 4TH ST _ .. !Yes Yes 0013425r 201 _ CINCO ESTRELLAS SERVICES X216 E 4TH ST UNIT #A 'Yes Ves _ 02036409 1 202 TOPAZ JEWELRY REPAIR _.. ST UNIT #B Yes IYes 00544919 203 STYLE WORLD 1216E4TH 1219 E 4TH ST _ Yes Yes 0.3257639 204 FAINBARG ALLAN TR [219 E 4TH ST Ves IYes 0.023593F 205 - RIVAS FOOD _ E 4TH ST UNIT# _ PE IYes _ !Yes 0 2440269 206 _ SMART HISPANIC SERVICES 1219 220 E 4TH ST '!,Yes Yes _ 0.2463965 207 FIESTA IMPERIAL _ 1220 E 4TH ST UNIT #101 Yes Yes 1 - 0.1759129 208 GALES B TEEN 1220 E 4TH ST UNIDO _ _ 101A Yes Yes 0.0811457 209 THE PLAYGROUND 1220 E4TH ST UNIT 4 102 !Yes iYes 1 03695937 210 MOVA S BAKERY 1220E 4TH ST UNIT# 105 [Yes IYes 1 01184599 211 EZ TOUGHTIMAPPAREL 220 E 4TH ST UNIT #107 Yes ,Yes _ 1, 0.0390925 212 CARRETONES FIESTA 11220 E 4TH ST UNIT #PASEO Yes !Yes 11 0.0971379 1 213 ISTTERESAS CATHOLIC GIFT SHOP _,. 1300 E4TH ST _ IYes 0.146297% 214 lA REVNA DE MICHOACAN 300E 4TH ST Yes 01000980 215 _ 1 RANGEL, RAYMOND (300_308) _ _ 300 E4TH 5T IYes _ Ves Yes 1 0026555% 216 iLANUEVAREYNA BE MICHOACAN -.- iLA _217 218 _ [ & SHOES [W SI ORT9 1300 E4THST UNIT #105 I!Yes Yes 0.1089835 219 (EXPRESS TAX SERVICE 1300 E4TH ST UNIT #105 Yes !Yes 0052912 °r ! 220 R &R SPORTWEAR .._ 1300 E4TH ST UNIT #106 -- !Yes IVes 1 0.2209270 221 _ _ ILA FIESTA SHOES/ BOOST MOBILE 1300 E4TH STUNIT #107 _ IYes IYes I 0.1231989 222 TAQUERIAS GUADALAJARA #4 305 E4TH ST IYes i 0291410% 223 FIESTA TWINTHEATRES 305 E4TH ST � !Yes iYes Yes 0.2961495 224 FIESTA MARKETPLACE PARTNERS 305 E4TH ST _.. IVes Yes 0.033169n 225 1 THEMGOODS DISTRIBUTION 1305 E4TH ST UNIT #103 IVes Yes 030973_2% 226 _._ AT &TAUTHORIZEDRETAILER _,. 1305 E 4THST UNIT #104 _ Yes Iyes 0153997% 227 THE ORIENT EXPRESS X305 E4TH ST UNIT #105 Yes IYes 1 0093583% I 228 _. ICODI THE RECI<, INC _ _ 1305 E4TH 5T UNIT #10fi Ves Yes 229 IROBERTO'S SHOE REPAIR !303E4TH ST IYes Yes 1 0.060019% 230 __ ___ VIAJES MEXICO 1310E4TH ST !Yes Yes I 0.189184n 231 _ TORTAS JUGOS 1312 E 4TH ST Ves _ _ !Yes ( 0 286680% 232 IQUERETABOCASTING &DESIGNER 312E 4TH ST Yes 0100691% 233 ,. _ CATANO INSURANCE BROKERS (312 E4TH ST UNIT #A - __. _.._ [Ves Yes _ 0075024's 234 CEBALLOS, JOSE 1314 E 4TH ST _!yes Yes IYes 1 0.015992% 235 CHARLIES FIESTA INCOME TAX NOTARY -. 1314 E 4TH ST UNIT #B IVes !Yes 0.048179% 236 CHARLIE FIESTA &INCOME TAX NOTARYSERVICES [314 E 4TH ST UNIT #B IYes !Yes 0.092398% 237 CHARLIES TATTOO SUPPLIES & BODYJEWELRY (316 E 4TH ST !Yes IVes 0.111944% 238 FIESTA MARKETPLACE PARTNERS II IRE E 4TH ST IYes Yes 0.01_90.5.2% 239 _._ DAME ELEGANTE _ 1,318E 4TH ST Yes Yes _ 0085883% 240 AMERICAN BARBER SHOP 320 E4TH ST UNIT #A Yet IVes 0.053307% 241 _ MEGA INDUSTRIES INC 400 E4TH ST _409 iYes ;Yes 0.396839% 242 NORTHGATE MARKET #8 E4TH ST _ Yes _ Wes 3861186% 243 _ NOftTHGATE FINANCIAL 409E 4TH ST -409 _ _.. Vet Yes i 0.159525% 244 GONREY LP E4TH S {_ - Ves ;Yes 0.047088% 245 MERCADO, LYDIA MAE 410 E4TH ST Yes ,Yes ! 0.008193% 246_ SAN JUAN INVESTMENT CO._ LLC(133/134/141/406/433) 450 E 4TH ST Unit #141 Yes Yes 1 0013078% 247 _ MAHTANI 2011( #120/146/201) 1450 E 4TH ST UNIT #146 Yes Ves 0.014314% 248 IHEATON, DAVID &JAN 450 E4TH ST UNIT #149 Yes [Yes : 0.008193% 249 TAN,PAUL &JOYCE 450 - E 4TH STUNIT #237 -. Yes 0006120% 250 NGUYEN, HONORA [450 E4TH ST UNIT #240 Yes ;Yes 0008.193% 251 EONGRACIA LLC __. 1450 E 4TH ST UNIT #243 _ IVes _ IYes 0.008193_7 1 252 WILLIAMS, JOHN i450 E4TH ST UNIT #245 !,yes Yes 0.008193% 253 LEE, DR YEE LEAN 1450E4THSTUNIT #247 Yes _. IYes 0.008193% 254 [SHARMA, SUDHEEP 450 E 4TH ST UNIT #337 '.,Yes !Yes 0008193% 255 ITRISNO, STEVEN ;450E4TH ST UNIT #338 IYes IYes _ 0.008193% 256, 1 PANDA, EVELINA _ _ ..1450 E4TH ST UNIT #348 _ Yes IYes _.. 0.008193% Page 4 of 10 75A -15 Intent to Levy BID Assessment List 261 THE IRVINE TRAVEL CO, INC. 1O1W4TH ST UNIT #200 IYes Yes 0.1587369 -_. 5553 18_ 262 WORLDVIEW TRAVEL 3333 1O1W4TH ST UNIT #400 _,. Yes- Yes 10444418 °r 263 FRUTAS LA PLACITA 101W4THSTUNIT #PE _ IYes IYes- 02440269 264 DORA ORLANDI VALUTA SANTA ANA 1102 W 4TH ST IYes Yes 0.0833167 265 1 GLOBAL E NVIRON MENTAL NETWORK W4TH ST IYes Wes 0.0552819 266 1 CORNERSTONE STUDIOS INC _-. 106 W4TH ST IYes IYes 0.1895359 267 _ ALFA INSURANCE SERVICES _ _..'1106 W 4TH ST UNIT #300 Yes 'Yes 00489639 268 LA PRIVATE DETECTIVES '1106 W 4TH ST UNIT #301 !yes !Yes 0129563 °r ._ _.. 269 247 CLASSROOM _.. 1106 W 4TH ST UNIT #303 Ves Yes 00473849 ._ _.. _._ 270_ _!LAW OFFICE_ OF LIN K W SCHR_A_DER _1106 W4TH ST UNIT #308 'Yes IYes 00868707 271 jAZTLAN INSURANCE 1`106 W 4TH ST UNIT #420 ,Yes !Yes _ 0048963 °r 3555_ - 4663.. 272 CHA WON 1108 W 4TH ST Yes Yes 0 0330030 4TIE .._ SST - _ - 273 _ H &LMULTIESERVICES _ 108 W4TH ST Wes _ IYes 00588350 - 5533 _._ 7.02.6_ 274 TNT TOURS &TRAVEL 1106W 4TH ST Ves Yes 0.0702860 275 _ P & 0 ENTERPRISES, LLC _ 108 W 4TH ST _ _ Ves 1iYes 0.019349T 276 JBUFFCO INVESTMENTS LLC 109W 4THST Wes IYes 1 00346490 277 COLLEEN O'HARA S BEAUTY ACADEMY 109 W Yes .46 '- _-- 4TH ST UNIT# B ]Yes 1 030405 . 5353.- _. _. 278 ,CAPILLA LAS R_OSAS WEDDING CHPIL 110 W 4TH ST [Yes IYes 0.138598% 279 LA MODA _ 1110 W 4TH ST _ iYes iVes _ � _ 0.257057ri 280 SOUTHWEST FAMILY2004TRUST 110 W 4TH ST IYes IYes i 0017571 91 281 MEXICANATRAVEL 1112 W4TH ST _ _ IYes IYes___ _ 0133069% 282 H & L MULTISERVICES 2 W 4TH ST IVes 5555 5555 5555 _. [Ves 0.050938% 283 PASAREL4 BRIDAL SHOP 112 W4TH ST IYes Yes 0127936% 3343___ 3_A_CK ST __ T 284 CHANTHAPANYA,PHOUNSACK(112116 1112 W 4TH ST Yes IVes ! 0.031096% _._ _._ _ 3355 . 285._ ;MINA BRIDAL LLC _. 1113 W4TH ST es ._. IVes � 0109575% 286 LOPEZ,ADOLFO 113 W4TH ST !Yes IVes _ f �11 3W4THSTUNIT #A Yes !Yes i _ 0000713104275 6287 HISPANOAMERICANSERVICES 288 SERVI CENTRO 114 W 4TH ST Yes !Yes 0 099818% 3 3281% 289 LORENZOS DIGITAL AND ASSOCIATE 114 W4TH ST Yes !Yes � 00552810. .. -- 1 3333 _ _.- 290 DOLEX DOLLAR EXPRESS INC 1115 W4TH ST Yes IVes 0.0730507 291 WOJRC LLC 115 W 4TH ST Yes - ;Yes -- _- 0.019348% _. _. 5453_ 5555__ ._...___ 292 SHOP 1115 W4TH STUNIT #200 Ves _. Yes 0.074629 °n 293 VALENCIA I EWE LRV 202204- _- _ - _ - -- -s ( -- - I -- - 4544 , ( � 116 W 4TH ST Yes Yes 0.554390% -_ 294 10ENTRO LATINO 1116W4TH ST 'Yes iYes 0052912% _ _.. 295 ALPHA INCOME TAX &FINANCIAL SERVICES 116W 4TH ST Yes IYes 0074235% - - __- __ __. _ ST l s 296 GUSTAVOS PRODUCTION &DESIGN 116W 4TH ST UNIT #10 ;Yes IVes 00473847 _. __- 3553__ _ __- _- 3533 5732 297 IPRODUCTOS VIENESTAR HERBALIFE 116W4TH ST UNIT #12 iVes IVes 1 03097327. __ _ __ ..- 298 REVOLUTION BEAUTY SALON 116W4THSTUNIT #7 Ye s Yes 0057255% _.. 2353. KB UNTIED, LLC _., 117 W 4TH ST Yes !Yes 0013820% 300 SOCIETY HALL 117 W 4TH ST UNIT #LL IYes IYes 0049753% 301 SANTAANA SALON _ 118 W 4TH ST 'Yes Yes - 0.075419% 302 FRUTAS LA PLACITA 118W4TH ST UNIT #PE IYes !Yes 0.244026% _. _ _ _ 5333... 5554_ 3354 - 303 DON ROBERTO JEWELERS ,120 W4TH ST Yes IVes 0.392101% 5333. ST_. 5355._ 3353. 3333 3555_.. _2714... 304 BMAINVESTMENT LLC ,120 W4TH ST !Yes Ves _ 0027147% 3355 _. _. 3455. 305 FALL45 PAREDES, 4105 201 W 4TH ST Yes Wes 1.049551% -__ __5533_ 306 FAINBARG & FRIEDMAN I, LP � 201 W 4TH ST [Yes '�,�Ves 0.038104% 3355.. 5555 026% 307 COCTELES HUERTA 201 W4TH ST UNIT #PE 'Yes Yes 0244026% 552) 308 CM PROPERTIES (202 -212) 202 W4TH S{. 5555.. 5355 5333_ ,Ves Yes 4355. 3533 0.031392% _.. 3333._ __. _ 3353 " 5533__ 3333 _. 3533 309 iDANIEL'S JEWELERS (#239) W4TH ST UNIT #PE 1i Yes Yes 0278380% 310 _ D &D SNACIK FOOD 202 W 4TH STUN IT #PE _. Yes 0.244026% 3353 __. _ ___ __...... _ 3333 . 311 ITHE FRAGRANCE HOUSE 204 W 4TH ST [, Yes '.Yes '�. 0156959% 312 [RHOMBUS INDUSTRIES 206 W4TH ST UNIT #201 11 Yes Yes _ 0.358932% 313 (GRACES ENTERPRISES/ MULTI PURPOSE ROOM 266W 4TH ST UNIT# 203 IVes _. Ves _ 0050543% 314 1SILKIN ENTERTAINMENT GROUP, LLC 206 W 4TH ST UNIT #210 Yes IYes 0203640% _ 535. 3333 _ 315 LA PALOMA FASHIONS 1208 W 4TH ST 'Yes !Yes ! 0.201381% 316 PRINCESS BRIDAL 208 W 4TH ST 'Yes Ves 0.091806% 4_HS 5553. __5555__ 5354_._. 317 FIESTA JUICE 209 W4TH ST_ _ Yes ';Yes_ 0.137413% 318 ELIAS, JOSE (209 & 211) 209 W 4TH ST Yes Yes 1 _ _ _ 5533. _._ _ , 0.021520% 5333. 319 1LEMU5 SHOP 1209 W4TH ST_UNITNA Yes _ Yes 0.12093594 320 CELULLAR LAR .209 W4TH ST UNIT #A ;Yes IYes 0084106% Page 5 of 10 75A -16 Weighted Protest Value Number_ B Business Name B Business Address B BID Area B BID Eligible I I% of 100% Total) 257 O OROZCO, JESUS 4 450 E 4TH ST U UNIT #439 N No I INo 00081939 258 . .WAVY, BRIAN j j450E4TH ST U 5 INo ! 5355 0 0.0081939 259 1 1KLVICTORVILLE LLC 4 4535_ 5333 3 3533. Yes 0 5335. , 260 Z ZUKERMAN, RIVKA _ _IlO1W4TH ST ' 'Yes ! !Yes 0 3195 Page 5 of 10 75A -16 Intent to Levy BID Assessment Llst 346 JEWELERS W4TS_T _ _ - 0.31747_1_% 23 'Yes IYes _ 347 VALLElO ANTONIO (223W4TH ST &409NBROADWAV ST) 1223 W4TH ST !Yes 348 ISTARBUCKS COFFEE #8941 301 W 4TH ST [Yes Yes _ 0.552613% 349 (PHILLIPS HUTTON PARTNERS LLC ,_.13011 /2W4TH ST Ves IYes 0.033662% , 11 350 1 RIA TELECOMMUNICATIONS INC 302 W4TH ST _ Ves Yes 0.163474% 351 IPANAMERIGANA TRAVEL #66 1302W 4TH ST Ves _ IYes 0._0.8.13_42_% 352_ LEDWIN,BRUNO &RAQUEL302306 I ( ) 302 W4TH ST !Yes Yes 0.021323% 353 CARTER BOWL _.. _ 382WQTH ST UNIT #PE IYes Ves _ 0.244026% 354, ITAQUERIA DEL SUR � 306W4TH ST -!Yes Yes _ 0.102467% 'i ...___ -_ -. 355 ILAURAS PLACE 306W 4TH ST !yes- IYes 'I 0.085883% 356 ITODO SERVICES __ 308W 4TH ST Ves IYes _._ _ 6. 055281% 3157 SALON _ !.,3081 /2 W4TH ST Yes IYes _ 0,080552% 358 ROSENOW SPEVACEK GROUP 309 W 4TH ST IVeS _ IYes 0.692988% 359 -LAW OFFICES OF I CHA & ASSOCIATES 1310 W 4TH ST Yes IYes s 0.134254_% 360 DOWNTOWN) &L 3101 /2 W4TH ST Yes IVeS 012951fi% 361, jU S FINANCING _ 312 W 4TH ST Ves _ Yes I 0._17.7294_% 362 CHA, WON 1310318) 312 W 4TH ST ;Yes ,Yes 0026555% 363 APOTECA MODERNA YERSA MAX 314 W 4TH ST Ves IYes 6.056861% 364 IDOWNTOWNIEWELRY &LOAN 1314 W 4TH ST !Yes _[yes ! 0488053% 365 VELIA BRAVO PROFESSIONAL SERVICE 1316 W 4TH ST UNIT# 237 Wes Yes 0.056071% I 366 THE NAIL SHOP 320 W4TN ST IYes_ _ Yes 0056466% 367 _ ICM PROPERTIES (32232fi) 322 W4TH ST IYes Ves _ _ _ I _ 0011451% 368 CALACAS, INC 324 W 4TH ST UNIT# B IYes _ Yes 0119644% j 369 ASSOCIATES IN COUNSELING & MEDIATION 324 W 4TH ST UNIT# D _ Yes _ Yes _ _ 0.085291-Y 370 B ELLESA WU RALE WELLN ESS SPA 324 W 4TH ST UN IT #E Yes Yes 0048568% 371 _ RASPADOSESTILOJALISCO 324W4THSTUNIT #PE Yes ,Yes _ 0.244026% 372 BISTRO 400 _ -400 W4TH ST jYes Iyes 0A9072094, 373 BARBERIA EL CATRIN, 11400 W 4TH ST UNIT #B ;Yes ,Yes 0.0604149/c 1. 374 BROADWAY IMPROVEMENT CO INC 1404 W4TH ST IYes Yes 1 0.027641% 375 ASAP LEGAL SOLUTION 404 W 4TH ST UNIT #B IVes Yes 0.394095% j 376 REED, KENNETH ALAN ATTV AT LAW 1406 W 4TH ST IYes Yes 008687091, 377 CARELL& ASSOCIATES, ATTORNEYS 1406 W4TH ST IYes Yes 0078973% 378 OASIS D ENTAL SANTA ANA 1408 W4TH ST IYes Yes _ 00947681 379 CRAVE 1410 W4TH ST IYes IYes ; 0.366596% 380 BELIAS KITCHEN ATftEAGAN 1411 W4TH ST IYes Yes 0161697% 381 (DOWNTOWN 414 414W ST !yes Yes 0.3665969/, 382 ;1 LET PROPERTY MANAGMENT, LLC _ _ 414 W 4TH ST iyes _ Yes � _ 0.034057% 383_ IPARI$HAIR STUDIO & DAY SPA 1414 W 4TH ST UNIT #101 jYes Yes 005804591, 384 GARY 1414W 4TH ST UNIT #A -Ve5 Yes j 0.078973% _. _... _.. __..'. s" _._.._... Page 6 of 10 75A -17 Weighted Protest Value Number B Business Name B Business Address B BID Area B BID Eligible ( ( %af100 %Total) 321 I IJ &FCALIFORNIA MULTISERVICES 2 209 W 4TH ST UNIT #D ; ;Yes Y Yes 0 0052912% 322 _ ( (JESSICA'S_ BRIDAL - -- 212W 4TH ST , ,yes _ ;Yes 0 0.093583% 323 j jANGELS -_ -- _ -- -- 2 213 W4TH ST __ -- V _ ; ;Yes - - -- 0.136228% 324 j jSHELSY S BRIDAL 1 1214 W4TH ST _ IYes W Wes 0 0.098910 325 ( (DUEL, EBRAHIM M D INC __. 1 _ I IYes ' 'Yes 0 0025469% 326 L L4 PARISINA 1 1215W4TH ST ! !Yes ' 'Yes _ 0091214% 327 R ROBBINS, ROSALINDK (215217) _ _ _ 215W4TH ST I IVes W Wes 0 _ 0 328 _. A AMERICA'S BRIDAL SHOP _ 216 W 4TH ST I IYes ! !Yes 0 0.107798% 329 ; _ 2 218W 4TH ST I IYes Y Yes 0 0.175083% 330 C CASTROPRODUCTION 2 218W4TH ST UNIT #A ' 'Yes Y Yes 0 0.175083% 331 1 1219 W 4TH ST TRUST 2 219 W 4TH ST I IYes I IYes , ,, 0.016387% 332 H HISPANOAMERICA JEWELERS (102) _ 2 220W4THST _ IYes Y Yes 0 0.411054% 333 H H WAN G, THOMAS D. ! _ I IVes I IYes 0 0015795% 334 F FIESTA FLOWERS 1 1221W4TH ST Y Yes I IYes 0 0.111940 335_ F FIESTA SPORTSWEAR i i221W4TH 5T Y Yes ' 'Yes _ 0.11_1352_% 336 E ELIAS JOSEPH /SCARBROUGH, DAVID i`221W4TH ST I IYes ; _ _ _ 0 337 H . _ _ 0 as I IVes 0 0080552% 338 1 1BOTANICA LATINA 2 222 W4TH ST V Vet I IYes _ 0079368% 339 G GENISES BRIDAL SHOP _ 222 W4TH 5T I IYes I IYes 0 _ 0 340 _ I _ 2 X222 W4TH ST UNIT #A I IYes _ Ayes 0 0203640 9n 1 341 C CHAPALA'S BEAUTY SALON . X222 W 4TH ST UN IT #A Y _ A IYes j j 00485684. 342 C ____ _ .. X IVes I IYes 0 _._ 343 A _. _ _i222 W Yes _ (Yet _ 0.054491% 344 ( _ 2 1222W4TH ST UNIT #B _ _ ( _ _ _ 0 I 345 F (PRIVILEGE _ Y iyes Y Yes 0 L 0 Page 6 of 10 75A -17 Intent to Levy BID Assessment List MODERN SHOE REPAIR 1403 ESTH ST_ Yes Yes 0.0481744 _-_ 224% MALAMUT, MICHAELLEE(0276468)11181201 120WSTH STUNIT #100 Ves IVes 0.0212249 390 7777 .. ___ 7787. .. 391 RAMONA 5 HALL _ 120 W 5TH STUNIT# 110 Ves Ves _ 0.0671274 7778. 8787.. 392 MARGARITA'S DECORATION 120 W 5TH ST UNIT# 120 Yes Ves 0.087068 °r _. _ _. . 393 IIZALCD RESTAURANT 300 WSTH ST ,Yes 02866804 _.. -SiHi T 'Yes 394 _ (BROADWAY IMPROVEMENT C _01300322) _ X306 WSTH ST 'Yes IYes _ I 00151047 395 1 THE GRILLED CH EESE SPOT 318 W5TH ST Yes Ve5 0.3665969 396 „_. 'MIL 1UG05 320 W 5TH ST Yes IVes 8888 0.1788749 ._. _. 8877. _.. .. . 397 ACE PARKING MANAGEMENT 405 W 5TH ST IYes 'Yes 0085788% _.. 8817 8878 _ 398 405 WEST FIFTH STREET HOLDINGS, LLC 1405 WSTH ST Yes IYes � 0.141362% . _._ -__ 399 CW CELLULAR, INC 116E4TH ST !Yes Yes !; 01058240 _-_ CONCEPTS, 8188. CH ST 8888 400 _ PARKING INC. 1310 N 81RCH 5T Yes (Yes- J 0.1267527 .._ ... 401 'EL CENTRO CULTURAL DE MEXICO _ 313NBIRCH ST_ !Yes IVes _ 0.0489634 402 !CM PROPERTIES 313 N BIRCH ST (Yet IYes ~ � � 0023494 °r _ _ __- 3 403 _ MATTINGLEY, MIKE _ 11055 BIRCH ST IVes Yes 00081934 404 LINDA FURNITURE INC 7887 116 N BROADWAY ST Yes Yes; 1428fi214� 7777. _ 405 )H& R BLOCK ENTERPRISES INC 117 N BROADWAY ST ,., !Yes IYes .. I 00572554 406 _ _ VIAJES DEARDENS BROADWAY ST Yes !Yes 01085888, 407 DEARDENS 117 N BROADWAY ST IYes !Yes 12230947 125 N BROADWAY ST Yes _ _ Yes 0033169% 8878_ _ _ 7878 __ 411 I6VPSV DEN _ 117N BROADWAY ST _ Yes I ETH B TRUSTEE 409 JONES ERIC LEONARD I -!!Yes- 0028430% 410 (ROAD LESS TRAVELED THE _ 125N BROADWAY ST UNIT #C JYes IVes 00894.3_70 125 N BROADWAY ST UNIT# D (Yet Yes _ 04098704. __ 412 CSALTGOURMET 125N BROADWAY STUNIT #D Yes !Yes ( 0.052517% 1778 A 7777 _ _. _ 413 C4 DELI 200N BROADWAY ST Yes Yes 0.175083% _. __ _ 8887. 7878._ _.... 414 MEMPHIS AT THE SANTORA 201N BROADWAY ST Yes 'Yes i 0.4779847 _ F1 ._. 415 THE STICKY PIG 201 N BROADWAY ST Yes Yes 0.057255% 416 (THE COLLECTIVE 204N BROADWAY ST Yes 0.2199404 417 ._BENJAMIN MFG _ I 204 N BROADWAY ST _ IYes Ves 00525177 418 EMPIRE BUILDING LLC 204 N BROADWAYST Yes Yes 0.034255% ._ _ _ 55% 419 LLENTZ MORRISSEV ARCHITECTURE , INC. 204 N BROADWAY ST UNIT #F Yes _ Yes 0.157946% 420 IBMP &C0. 204 N BROADWAY ST UNIT #K Yes Yes 0071076% 7777__ 8787 8887 _ 421 HAL BRISCOE FINE ART _ 204 N BROADWAYST UNIT #M IYes IVes 0.0716fi8% 7788 7887 422 AU NATURAW 206N BROADWAY ST UNIT #A Yes iVes 0.286680% 1888 7888. 423 iSANTORA PARTNERS LLC (207_209) 207 N BROADWAY ST IYes Yes 0.036821% -_ __. _. 424 THE TAILOR'S ART 1207 N BROADWAYST Yes Yes 0073445% AD 8877 7778__. _48568$ 425 IATILA T SALON 1207 N 8R0A_ D_ W_, ST UNIT# 10 . IYes IYes _ 0.048_Sfi_8% 426 ERNESTO VELASQUEZ BODY AftT STUDIO 3 -- I _ i207N BROADWAY ST UNIT #_B 10 Yes Yes _ 0479__16_8_% 427 FIROUZEH FINE ART ;207NBROADWAV ST UNIT #BS I IVes `Ves _ 0049753% 428 iTHE ARTBAR _ 1207 N BROADWAY ST UNIT #BE IVes IYes 0.079368% 8 ._. 8777. 429 (LAW OFFICES OF FERNANDO LEONE 207 N BROADWAY ST UNIT #B7A Ve5 ,Yes 0.150049% 8888__ 878 8878__ 430 IJVSA /ARCHITECTURE 207 N BROADWAY ST UNIT #C Yes [Yes 0078973% 431 TWEENASTUNES _ 207 N BROADWAY ST UN IT #J Ves Yes 0054886% _ _. 8787. 8887 _._ 432 IAWOFFICE OF ROBERT NEWMAN 207 N BROADWAY STUNIT #K Ves Vet 0.078973% 433 CRESCENDOH, LLC 207 N BROADWAY STUNIT #L Yes Yes 0. 077591g, 434 ESPARZA ROSEMARY( LAW OFFICES 207N BROADWAY ST UNIT #N ;Yes IYes 0.086870% 435 VISUAL SOLUTIONS 7UTI ONS GROUP ( 208N BROADWAY ST _ _ Yes lYes 0.101828% 436 ITHEGCSCLOTHING STORE 209 N BROADWAY ST ,Yes ,Yes 4% 0.13504 _. 437 ICORBIZLLC ;214 N BROADWAY ST 'Yes Yes 438 (PROOF 1215N BROADWAY ST Yes Yes 0333463% 439 CORBIZ LLC (217221) 1217N BROADWAY ST 'Yes 'IVes 00157.9.5% 440 IJANETS BIKE SHOP 219N BROADWAY ST IYes IYes 441 (SUBWAY 426294 ;220NBROADWAVST - - - -- IYes _ -- 7777. 0083514% !Yes _ , 0.306218% __ _.____ -_ 442 IGUMM &LIVI CREATIVE INVESTMENTS LLC 225 N BROADWAY ST Yes Yes 0.031088% 443__.. AKINSPARKER CREATIVE, LLC (225 N BROADWAY ST Yes Yes 0.048963% ; / 7888_ 8887.. 8887 8787_ -7511_. 444 THE COPPER DOOR 2251 2 N BROADWAY ST !Yes Yes 0.237511% 'THE _.. . 445 THE COPPER DOOR BAR 2251 /2 N BROADWAY ST _ Ves Yes j 0.175083% __ 446 THE COPPER DOOR 2251 /2NBROADWAY ST IVes Yes ' 0.050938% 7D_. IT#20_ 447 RUMORZ I<UTZ :225 N 8ROADWAY ST UNIT #203 !,Yes '.Yes i _ 0012636% 8887 8HO 77 77.. 8877. 448 ;THAO VU PHOTOGRAPHY, LLC ;225 N BROADWAY STUNIT# 204 Yes Yes ! 0105824% 7877 8777__ 7888_ 7787. Page 7 of 10 75A -18 Weighted Protest Value Number B Business Name _ _. Business Address B BID Area 8 810 Eligible ( (% of 100% Total) 385 P PREMIERE ASSOCIATION MGMT 4 414 W4TH ST UNIT #0 Y Yes Y Yes 0 4678 386 V VELVETLOUNGE 4 416 W4TH ST I !Yes IYes 0 8787 387 I IIA SON'S DOWNTOWN RESTAURANT 4 _ Yes V 8887 04933844 388 P PARKING CONCEPTS INC. 3 300 ESTH ST N 7778 Wes 0 01425464 _.. Page 7 of 10 75A -18 Intent to Levy BID Assessment List __- ... 0000 _ 481 ROAM INTERNATIONAL 202 N BUSH ST lye _ Yes _ 0073445% 483._.._ IHACOM 0700 r205N BUSH _ Ves _ IYes _ f 0273641% 484 SPLITENDSSALON 207 N BUSH ST 'Yes 1 .. IYes 0078558% 485 AN IDEAL WORLD 209 N BUSH ST 'Yes __ 7777 ]Yes - 0 163474% __- ._. _. 7007 __. 7777.- 0737_ 486 BRIAN KONOSKE PHOTOGRAPHY 215 N BUSH ST Yes IYes 0384203 -X _- _._ 487 PACIFIC POND GROUP 220NBUSH ST Yes IYes 0028430% - _._ _- _ 488 (IMPERIAL INDUSTRIES, INC. 223NBUSH ST Ves (Ves 0078776% SERVICES) 7700. 0770 0000... 0076._ 489 BTS (BURGESS TECHNICAL SERVICES( _ _ I225N BUSH ST Yes Ves 0069496% 0000 7T _._ 7670. 490 DONALD KROTEE PARTNERSHIP_ INC 230 N BUSH ST Yes Yes � 0.110562% 491 WEATHERLY STUDIO 1263N BUSH ST 'Yes Yes 0.058440% 1. 7777_ 492 BARBARINO,RICHARD 265 N BUSH ST Yes Ves 0.008193% .. - 7773 7707__. 493 FORKAN,IOEA 265N BUSH ST IYes Ves ! 0028430% 7770. 494 LACASA BLANCABEAUTYSALON 300N BUSH (Yes !Yes 0.058440% _ _- _ _ 495 (PARKING CO OFAMER CAL 300N BUSH ST IYes Yes ( _ 0052517% 496 PARKING CO OF AMERICA/CAL 302N BUSH ST Yes IYes 0.012833% _- - ... _.. 7777 -_ 7770_ 7777 497 ELMASBEAUTV SALON 1308N BUSH ST IYes !Yes 0.0758145, 0077 3IDA '_._ __. ST _. _.7707 498 JALISCO BRIDAL FOTO &VIDEO 310 N BUSH ST_ yes _ Ves � _.. 0.087660% 7007 ___ 7070. . 70 .12_0 -_ 499 LAS CASUELITAS 312 N BUSH ST ;Yes IYes 0.122013% .. 3770 7707.- 7707_. 500 ARIES BEAUTY INC DBA:ARIES BEAUTY STYLING 1313 N BUSH ST Yes [yes 0.080552% 501 tAURAS NOTARY &TRAVELSERVIC 1318N BUSH ST Yes (yes 005133294, 502 THE WILCOX GROUP, LLC 1712 N BUSH ST Yes IYes 0.038795% 503 CUSTOM AUTO SERVICE 1302 N FRENCH ST IYes 'Yes 0.210858% 504 YOST STUDIOS 1320 N FRENCH ST Yes IYes I 0033003% 505 LEFT OF THE DIAL RECORDS 1320 N FRENCH ST UNIT #B .Yes IYes 0.3097325(' 506 1501 N FRENCH ST IYes !Yes 0.254688% 507 CVS /pharma cy #9583 ,102 N MAIN ST !Yes IYes __. 1580249% 508 M & A GABAEE, A CAL LTD PTNERSHIP 1102 N MAIN ST Yes IYes 0.046002% 7700__- _. _.. _. _. 0077_ 509 RITE AID #5759 (1111 N MAINST IYes Yes 1463567% __ 7770 510 DIAMOND PARKI NG SERVICES LLC #SA58 ._.1200 N MAINST Yes Yes 0.052912% 511 GAUCHO INVESTMENTS, LLC 200 N MAIN ST Yes 'Yes 0.025469% 0000 __. 0007._ 7770 7000 7007._ 0000 7707_. 512 MANHATTAN BANQUET HALL _. 200N MAIN ST UNIT #100 Yes !. 0.090029% ___ ... 0000. 0000 0700. Page 8 of 10 75A -19 Weighted Protest Value Number B Business Name B Business Address B BID Area B BID Eligible ( ( %of 100 %Total) 449 G GRACE'S ENTERPRISES 2 225N B BROADWAY ST UNIT#208_ V Ves ( (Yes _ 4967 450 C CHAPTERONETHE MODERN LOCAL _. _ 227 N B BROADWAY ST ' 'Yes y _ 0 0.618358% 451 G GON7ALEZ &ASSOCIATES __. 2 BROADWAY ST ( (Ves ' 'Yes 0 0203640% 452 C COSTA AZU LTRAVEH ( 300N B WA - - - -_ 453 G (36o 3 __� _ __ __. 7 7707 7 IYes _ _ 0 454 A MO BA 0 0700_ 0 iT# 1 IYes _ _ 0202566A 455 M MI MODA 1 1304 N B BROADWAY ST y _. l ''Yes 0085291% 456 R ROSAS BRIDAL 1 1308 N B BROADWAYST V Ves I _ L L 0 457 C CENTRO NATURISTA 1 1310 N B BROADWAY ST I IYes ! !Yes I I 01000987 458 ( (JAS RAE EYEBROW & PI ERI N 1 1323 N B BROADWAY ST Unit #A Y Yes I IYes 0 01058247 459 C CENTRAL DE AUTOBUSES . .�324N B BROADWAY ST r ryes Y Yes 0 00473847 460 ( (CENTRAL TRAVEL &TOLE SERVICE 1 1324N B BROADWAY ST Y Yes I IVeS 0 008252_7% 461 I ISAADI,JOSEPHI 1 1325 N B BROADWAY ST 0 IYes _ Ves 0 0.025.46.9.7_ 462 T THE CROSBY 1 _ - 0077 I _ V Yes I ... 0.4270467 _. 0 0377 (405 N B __ 1 Yes _ IYes 0 - - _ 464 I ITHE DEW SALON - I405NBROADWAYSTUNIT # #D_ l _ I Yes � � 0057255% 465 1 1 MANUEL I. PENA INS AGENCY ( #E) _ 1407 N B BROADWAY ST ; _ Y !Yes 0 0.056861% 46fi , ,LAS BRISA52 - _ 1 3307 3 (Yes I 3770 7 700 467 ! !UNISEX TVAPORS 4 411N B BROADWAY IYes I IYes j 2 468 _ I IUNISE %BEAUTY SALON 4 413N B 0337_ 0000 _ jYes I _- 7777_. 0 0737_ 7573_ 469 F FAI N BARG, AULAN - 413 N B AD _ _ -- 0770 ._..._._ 470 RIVAS, JULIAN 1 1413N B BROADWAY ST [ [Yes Y Yes; 0 0028430% 471 R 70C E413N B BROADWAY ST UNIT #A Y Yes ' 'Yes- 0 472 A 7000_ .._ _ _._ . . __- - IYes Y Yes 0 -. 473 L LE05 WATCH &JEWELRY REPAIR 4 0 0077 (Yes i 474 M MACRES FLORIST 4 419NBROADWAY S ST I _.Yes ( IYes 0207896% 475 T TRUTH &ADVERTISING _ 454N B 7777 (Ves ( ___ 0 0467915% 476 R RAGS 1 _ 4 - _ Yes; ( (Yes 0 _ 477 I _.- 119 N B BUSH ST I IYes I IYes 0 ( 0077 - - "_.. 478 R RESCUE BEEZ - �119NBUSH S ST UNIT #A7 ( - � �- - - ___ -�� 479 S __ 0 0707_ ]Yes- Y Yes 0 480 L _ _ _...119NBUSH S BUSH ST V Ves ! !Yes 0 0075222% __ _ _ 3 Ves 0 3711 482 A AFFORDABLE VIDEO PRODUCTIONS, U.C. 1 1204 N B BUSH ST, _ Ye - V _ Y Page 8 of 10 75A -19 Intent to Levy BID Assessment List 528 JCHARLOTTES BARBERSHOP _ 306 N ST lYes Yes 00509389 7,JO __- 7977 76399 529 !- MAIN &-I-M- EFINS 1315 N MAIN ST jYes IYes 0.104fi399 9979 _ _ 5 -. ___ 7777 - 7777__ 530 (MAIN &-I -M- LLC (500 -520) 500 N MAIN ST Ves IYes j 0.0394869 531 WESTERN DENTAL SERVICES INC 500 N MAIN ST Ves Ves I 03079959 532 SACLINICA MEDICA GENERAL SOSN MAIN ST jYes _ Yes � 02527149 533 CEDARS TOWERS SURGICAL MED GRP 1505N MAIN ST IYes IYes 01342549 7797 534 IMARCELA'S_ BEAUTY SALON .,. _ 510N MAIN ST jVes _ [Yes 9799 00473849 535 FARMACIA SANTA ANA 1510N MAIN ST iVes :Yes -_ .. 7779 _..____ ...__ 0.9879529 _._ _7799_. 536 IIKARMIRM INSAURANT �=- ---IN ST _._ IVes [Yes _ _ 00077999 _ - _ - 537 KARMINA RESTAURANT &GRILL 1515N MAIN ST UNIT #8 !Yes Yes j O.OSfi4759 7997 __ 7797 538 SANTA ANA NORTON BUILDING INC _. 1517N MAIN ST _ 'Yes _ jVeS 7777 j ___ 00472859 539 LATINO HEALTH SVGS MED GRP INC (517N MAIN ST Ves Yes 1 02290229 540 SOUTH GATE ROSE PHARMACY INC_i517 N MAIN ST UNIT# 101 Yes Ves _ 0.5_5_85_369 JULIO 9779_ 997 9_ _. -. _ 541 CACERES,JULIO DDS - - 6 517N MAIN ST UNIT #300 Yes 'Yes i 00868709 542 MAIN OPTICAL _ (520 N MAINST Yes _ IYes _. 00655489 543 !AGUILAR, SERGIO DDS [520N MAIN ST IVes IYes 01026659 544 BRUSH ADVISORIES(UNIT #111) (520N MAIN ST !Yes lyes 00789739 I 545 iMARYAM RAHNEMUN M.D. INC _ 520 N MAIN ST IYes IYes 0. 1816385 546 MAIN STREET PRENATAL MEDICALC 1520 N MAIN ST UNIT #100 Yes IYes 0.1737419 _.. 5177. 547 EDDAN CARE PHARMACY 1520N MAIN STUNIT #206 [Yes _ 08.95115.9 548 JACK IN THE BOX #3180 I601N MAIN ST Yes IYes i 0fi556739 r ST 9997. 549 THE BNS FUND, LLC 1601 N MAIN ST Yes Yes _ _ 0.0240875 __ 7977 550 INSURANCE AGENCY_ i631 MAIN ST ;Yes !Yes 0.1042449 551 PALMER INCOME TAX _ 631N MAIN ST Yes IYes 02053309 552 BURGER KING (4309 /4916) ,. ._1701 N MAIN ST Yes 0.6017749 553 7797 LORGCOCENTEROF LEGALSVCS __ 711N MAIN ST Ves ',Yes 00947689 IIr 9O _. _.. 7799 997 9.. 7.98 5 554 PLUS VIDEO 1713NMAIN ST yes IYes , 0.1077989 555 [BEIJING EXPRESS 715N MAIN ST !Yes !Yes 01054299 RA SSfi TNG, CHARLIE j715NMAIN ST lyes .Yes 1 0.0145119 1, 557 IBEIJING EXPRESS RESTAURANT MANAGMENT 1715 N MAIN ST !Yes Yes 0.1750839 558 _ SOMBRERO STREET 1719NMAIN ST IYes Yes 04537009 _ MIKES I 559 ORIGINAL MIKES RESTAURANT 1005 MAIN ST Yes 'Yes 07320799 9799_ '___ 560 i10050UTH MAIN STREET LLC _ 11005 MAIN ST Yes [IYes 0.0169799 561 [FIRESTONE COMPLETE AUTO CARE #271F [101S MAIN ST IYes Yes 04537009 _. _. 9ES RS '___- 562 1 WNC REAL ESTATE PARTNERS LP [ 100 N ROSS ST Yes :yes _ _ 0.2015799 1 9779. 1 563 'ACE PARKING MANAGEMENT 200 W SANTA ANA BLVD Yes !Yes 00857889 564 ,MURCHISON &GUMMING, ATTORNEYS 1200WSANTA ANA BLVD Yes Yes 07423469 565 IBURD &NAYLOR 200WSANTA ANA BLVD [IVes _ Yes 0.1737419 1 566 200 WEST SANTA ANA BOULEVARD HOLDINGS, LLC 1200 W SANTA ANA BLVD Yes IYes 01517279 567 OUIZNO S SUB _ 1200 W SANTA ANA BLVD UNIT# 175 Yes Yes 0.1788749 568 IMONTELEONE & MC CRORY, LAW OFC 1200 W SANTA ANA BLVD UNIT #200 'Yes ,Yes 0.1737419 569 THE REEVES LAW GROUP 200 W SANTA ANA BLVD UNIT #630 Yes Yes 0.5212229 1 570 [WILSON, PESOTA &FOX LLP 200 W SANTA ANA BLVD UN IT #970 ,Yes Yes 0.2527149 _. _.. ___ 9777__. 9779 7997- 7977. 7777. 1. 571 [,EVEREST COLLEGE SOO WSANTA ANA BLVD _ 'Yes Yes 1_ 0.9370149 572 ICIM URBAN REIT PROPERTIES I, L.P. SOO W SANTA ANA BLVD Yes Yes 11 0.0547879 __ 9777._ 9799 7777 9977 573 IHITPROS INC 520 W SANTA ANA BLVD Yes Yes _ 0.0477799 9 574 (BEST CONSTRUCTION SERVICES, INC. '820 WSANTA ANA BLVD Yes Yes _ 0.0975329 _ -- 7977. 578 ELHAJ FAMILY TRUST 550 W SANTA ANA BLVD ,Yes IVes 0.0199419 9999 _.. _ 576 COUNTY REPORTER. .. 600 WSANTA ANA BLVD Yes IVes _._ 04542929 _ 7999 _ _.. _ _. _. 9999. Page 9 of 10 75A -20 Weighted Protest Value Number B Business Name _ Business Address B BID Area B BID Eligible I I% of 100Y. Total) 513 D _ B 200 N MAIN ST UNIT #200 Y Ye I IYes 0 0.1184599 514 N NIGHT GALLERY CERA_MI__ CS _ 1201N MAIN ST _ jVes Y 9977_ 7 7797 515 P __ 1 _.. 2 207N MAIN ST ! !Yes Y Yes _ 76? Slfi C C3 OFFICE SOLUTIONS [ [217 N MAIN STUNIT #119 i iVes j _. _ 0 517 _ P PENCIL80X, LLC 1 1217N MAIN ST UNIT #125 _ Ves _ _ _ _ 0 518 D DGWB, INC. _ _ V _ Y 'Yes j _ 0 519 D __. _ 2 11217N MAIN ST UNIT #M22 _ j jVes ! !Yes i i _ 520 F FLORAL PARK CAFE 3 300N MAIN ST V Ves Y Yes_ _ _ 0 521 D DUEL, EBRAHIM 1 11301 N MAIN ST ! !Yes I IYes __ 0 522 ; ;WESTERN WOMENS CLINIC _ Yes M 'Yes _ i 0,0947689 523 S SWEETTOOTH DENTAL 3 _- 3 !Yes Y _ i 0.0947689 524 M MI CAMINITO 302 N MAIN ST Y Yes y yes 0 00489639 525 M _. 302 NMAIN ST , ,Yes Y Yes _ 526 L LA GLORIA _ IN ST yes Y _ 0 j 0.0900299 9977_. _ _ 3 _ y _7777. _ __. 0.0947689 N Ni MAI___ 9 9979_ Page 9 of 10 75A -20 Intent to Levy BID Assessment List Weighted Protest Value Number B Business Name B Business Address B BIDAraa B BID Eligible ) ) %of 100% Total) 577 P 8188_ _ __ 88 81.... ,Yes Y Yes j _. 1 1111 8851. 578 R RASCH INVESTIGATIONS 6 600 W SANTA ANA BLVD i iYes , ,Yes � � _ 0 579 ! !IMMIGRATION 4U 6 W SAN 111 e es 5 Yes 0 512 580 S i — — _— Yes I Ives 0 .1425 581 L LOW &ASSOCIATES, INC f Ves I 1 A 582 I IM CDGENERAL SERVICES 6 600WSANTA ANA BLVD _ _. !Yes 0 .._ 0 583 ! !CIVIC CENTER LLC 6 _ Y lYet Y Yes - - 0.1506419 584 O OSAHMA, GLENN K LAW OFFICES 0 6 600 W SANTA ANA BLVD ! !Yes Yes _ 00789739 585 D DANTES CAFE, LLC 6 600WSANTAANA BLVD UNIT# 100 , ,Yes -- Y _. 0 0.1528139 586 _ P _ ! 600 W SANTA ANA BLVD UNIT_# 103 I IYes ! !Yes 1 0 _ 0 587 E EDWARDS & ASSOCIATES 600 W SANTA ANA BLVD UNIT# 107 Y Yes V Ve5 ' ' 0 __ 588 S SIMPLE LEGALSOLUTIONS 1 1600 W SANTA ANA BLVD UNIT #114 I I-Yes _ Yes _ 00769999 589 L LAW O FFI CES OF STEPH EN I RI GGS 1 1600 W SANTA A NA BLVD U NIT# 202 Y _i, Y Yes 0 _ 0 590 C __ 1111 _- 8888 _ __ jVes _ 0.2160989 591 H _ _._ _ _ —_ _ 1 1118 1 _ 0 1181. 18.81 6081 592 R _. 8881__. 1511 . .. 1188 1 1818 00868709 593 R ARK 1 1181._ __ 8 8188. 8 8151__ _ _ 5118.. 594 B BARTONE, GREGORY LEEATTORNEY 1 1600 W SANTA ANA BLVD UNIT #814 ! !Yes I IVes 0 00789739 595 L LAW OFFICE OF DEBORAH M. VASQUEZ 1 1600 W SANTA ANA BLVD UNIT# 814 ' 'Yes i iYes 0 0.0789739 F 596 L OFFICES 1 1600W SANTA ANA BLVD UNIT #816 Y Yes ( (Yes � � 0 01026659 597 _ M MUNOZ &ASSOCIATES f TA _._ . ._ 1 IVes _ 1811 8170. 598 L LAW OFFICE OF LOLITA KIRK _ 600 W SANTA ANA BLVD UNIT #900 I IYes i _ 0 00868709 i 599 L _ 6 600WSANTAANABLVDUNIT#900 Y Yes Y iYes 0 0.0789739 600 I IFERRENTINO & ASSOCIATES, INC. 6 600W SANTA ANA BLVD UNIT# 925 ! !Yes Y _ 01342549 ! 601 T THE LAW OFCS OF VINCENT) LABARBERA IR, A PROF COP 6 600 W SANTA ANA BLVD UNIT #950 Y Yes ; ;Yes I I _ 00789739 _._ _ I IYes— _ _ _ 0 Page 10 of 10 75A -21 75A -22 REQUEST FOR COUNCIL/ INDUSTRIAL DEVELOPMENT AUTHORITY ACTION IDA MEETING DATE: JANUARY 7, 2014 TITLE: RESOLUTION — AUTHORIZING AMENDMENT TO LOAN AGREEMENT WITH MEMORY EXPERTS INTERNATIONAL (USA), INC. i- / O Ia*1i1LnILi14'11 � CITY COUNCIL SECRETARY USE ONLY: APPROVED As recommended As Amended Implementation Resolution Set Public Hearing For_ CONTINUED TO FILE NUMBER Adopt a resolution approving the Industrial Development Authority of the City of Santa Ana to enter into an amendment to a loan agreement in order to lower the interest rate on a tax - exempt industrial development loan to Memory Experts International (USA), Inc. originally executed in 2005 to finance and refinance a manufacturing facility located at the PRES corporate Center, 1651 St. Andrew Place, together with related equipment and furnishings. INDUSTRIAL DEVELOPMENT AUTHORITY Adopt a resolution authorizing entering into an amendment to a loan agreement to lower the interest rate on a tax - exempt industrial development loan to Memory Experts International (USA), Inc. originally executed in February 1, 2005 to finance and refinance a manufacturing facility located at the PRIES corporate Center, 1651 St. Andrew Place, together with related equipment and furnishings. DISCUSSION One of the incentives available in the Santa Ana Empowerment Zone is a federal allocation of $130 million of private activity bond volume cap. Under federal tax law, the City is authorized to grant allocations of this volume cap to qualified businesses in the empowerment zone. The allocations permit the issuance of industrial development bonds or loans ( "IDBs ") in a total amount not to exceed $130 million in order to provide capital financing. The Industrial Development Authority (Authority) can issue the IDBs, but the qualified businesses are responsible for repayment. Interest on the IDBs is exempt from federal and state income tax, permitting a lower cost of funds for the qualified businesses. Memory Experts is a leading provider of memory, hard drive subsystems, and networking technologies to the office equipment and computer industries. On December 20, 2004, the City Council adopted Resolution No. 2004 -100 and allocated $4.7 million of the volume cap to Memory Experts for its project. On the same date, the Authority adopted Resolution No. IDA 2004 -002 and authorized the Authorityto 80A -1 Resolution — Amendment to Loan Agreement with Memory Experts January 7, 2014 Page 2 enter into a Loan Agreement, dated as of February 1, 2005, with GE Capital Public Finance, Inc. as lender and collateral agent, the Authority as issuer, and Memory Experts, as borrower. The funding enabled the construction of a one -story, concrete tilt -up structure with a flat roof on a concrete slab, with approximately 40,000 square feet located at 1651 St. Andrew Place in the Pres Corporate Center. The project also included equipment and furnishings. Under the original Loan Agreement, the lender loaned $4.4 million to the Authority and the Authority immediately loaned the same $4.4 million to Memory Experts. Memory Experts is required to make all loan payments directly to the lender. Neither the City nor the Authority bear any financial responsibility for repayment of the loan. The lender has offered to reduce the interest rate from 5.41 % to 4.41 % to provide debt service savings to Memory Experts. The balance of the loan to be refinanced is approximately $2,247,640 with the payoff date remaining the same. In orderto achieve these savings, the lender and Memory Experts have proposed a First Amendment to Loan Agreement which would lower the interest rate. The Authority is being requested to approve the proposed First Amendment to Loan Agreement (Exhibit 1) as well as its accompanying resolutions (Exhibit 2 and 3). FISCAL IMPACT There is no fiscal impact associated with this action. Industrial Development Authority NF /DS /kg Exhibit: 1. Amendment 2. City Council Resolution 3. Industrial Development Authority Resolution 80A -2 KUTAK ROCK LLP EXHIBIT 1 DRAFT 12/11/13 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment ") is dated as of December 1, 2013, and effective as of December _, 2013 (the "Effective Date "), by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ( "Lender "), GE GOVERNMENT FINANCE, INC., a Delaware corporation ( "Collateral Agent "), formerly known as GE Capital Public Finance, Inc., MEMORY EXPERTS INTERNATIONAL (USA), INC., a California corporation ( "Borrower "), and INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, a public, corporate instrumentality of the State of California ( "Issuer "). RECITALS WHEREAS, on or about February 7, 2005, pursuant to that certain Loan Agreement dated as of February 1, 2005 (as previously amended, modified or supplemented from time to time, the "Loan Agreement ") among GE Capital Public Finance, Inc. ( "GECPF "), Collateral Agent, Borrower and Issuer, GECPF made a loan in the original principal amount of $4,400,000.00 to Issuer, and Issuer made a loan in the original principal amount of $4,400,000 to Borrower. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in Loan Agreement. WHEREAS, GECPF assigned to Lender all of GECPF's rights, title and interest in the Loan Agreement in its capacity as lender, and Lender appointed GECPF, now known as GE Government Finance, Inc., as its attorney -in -fact and subservicer with respect to all matters relating to the Loan Agreement. WHEREAS, Lender, Collateral Agent, Borrower and Issuer desire to amend certain provisions of the Loan Agreement pursuant to this Amendment. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: Section 1. Amendments. Lender, Collateral Agent, Borrower and Issuer amend the Loan Agreement, effective as of the Effective Date, as follows: (a) Section 2.03 is amended by replacing the first sentence thereof with the following new sentence: The principal amount of the loan from Lender to Issuer and the Loan hereunder outstanding from time to time shall bear interest (computed on the basis of actual days elapsed in a 360 -day year) at the rate of four and forty -one one - hundredths percent (4.41 %) per annum. (b) The "Schedule of Loan Payments" appearing on Exhibit A to the Loan Agreement is amended and replaced with the Schedule of Loan Payments appearing on Exhibit A attached hereto. 4815 -8122- 1143.2 � ' 1 � J Section 2. Conditions Precedent. The amendments set forth herein are conditioned upon Lender's receipt of the following items in form and substance acceptable to Lender: (a) This Amendment, properly executed on behalf of Issuer, Borrower, Collateral Agent and Lender; (b) The First Amendment to the Mortgage, properly executed on behalf of Borrower and Collateral Agent; (c) The First Amendment to the Environmental Indemnity Agreement of even date herewith, properly executed on behalf of Borrower, Canadian Guarantor and Collateral Agent; (d) An opinion of Bond Counsel, addressed to Lender, Collateral Agent and Issuer, in form and substance acceptable to Lender, Collateral Agent and Issuer; (e) A tax certificate and agreement, properly executed on behalf of Issuer and Borrower (the "2013 Tax Regulatory Agreement "). (f) A properly completed Form 8038 executed on behalf of Issuer; (g) A certificate of the Secretary or an Assistant Secretary of Borrower, certifying as to (i) the consent of the members and /or managers of Borrower, authorizing the execution, delivery and performance of this Amendment, the First Amendment to the Mortgage, the First Amendment to the Environmental Indemnity Agreement and any related documents, (ii) the operating agreement of Borrower and (iii) the signatures of the managers, officers or agents of Borrower authorized to execute and deliver this Amendment, the First Amendment to the Mortgage, the First Amendment to the Environmental Indemnity Agreement and other instruments, agreements and certificates on behalf of Borrower. (h) Currently certified copies of the Articles of Organization of Borrower. (i) A Certificate of Good Standing issued as to Borrower by the Secretary of State of the state of Borrower's organization not more than 30 days prior to the Effective Date. 0) A certificate of the Secretary or Assistant Secretary of Canadian Guarantor, certifying as to (i) the resolution of the board of directors of Canadian Guarantor, ratifying the Guaranty, (ii) the bylaws of Canadian Guarantor and (iii) the signatures of the officers or agents or Canadian Guarantor authorized to acknowledge this Amendment and to execute the First Amendment to the Environmental Indemnity Agreement and to execute any other instruments, agreements and certificates on behalf of Canadian Guarantor. (lc) Currently certified copies of the Articles of Incorporation of Canadian Guarantor. A -2 4815 -8122- 1143.2 F ' 1 I (1) A resolution or evidence of other official action taken by or on behalf of Issuer to authorize the transactions contemplated hereby. (m) A date down and mortgage modification endorsement issued by Title Company with respect to the loan policy of title insurance issued by Title Company with respect to the Property. (n) Payment to Lender of all fees and expenses of Lender in connection with this Amendment, including, without limitation, the attorneys' fees incurred by Lender in connection herewith; (o) Any other documents or items required by Lender. Section 3. Representations and Warranties. Borrower hereby represents and warrants to Issuer and Lender as follows: (a) As of the Effective Date, Borrower has no causes of action at law or in equity against Lender, Collateral Agent or any other person, including, without limitation, any offset, defense, deduction or counterclaim with respect to the Loan Agreement, the Mortgage, the Environmental Indemnity Agreement or any other document executed or delivered in connection therewith (collectively, the "Borrower Documents "); (b) No Default or Event of Default has occurred under any Borrower Document; (e) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of California, has power to enter into this Amendment and by proper corporate action has duly authorized the execution and delivery of this Amendment. Borrower is in good standing in the State of California and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (d) Borrower has been duly authorized to execute and deliver this Amendment, and this Amendment and the Borrower Documents constitute the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms; (e) Each of the representations, warranties and covenants set forth in the Tax Regulatory Agreement remain true and correct on the date hereof as though made on and as of the date hereof; and (t) Each of the representations and warranties contained in any Borrower Document is true and correct on the date hereof as though made on and as of the date hereof. A -3 9815- 8122 - 1193.2 FORM 1 Section 4. Compliance with 2013 Tax Regulatory Agreement. Each of Issuer and Borrower will comply with the covenants and agreements on its part contained in the 2013 Tax Regulatory Agreement. Section 5. Effect of Amendment. On and after the Effective Date, each reference in the Loan Agreement and the other Borrower Documents to "this Agreement," "the Loan Agreement," "hereunder," "herein," "hereof' or words of like import referring to the Loan Agreement shall mean the Loan Agreement, as amended by this Amendment. Section 6. No Waiver. Except as expressly set forth herein, this Amendment shall not constitute in any manner a waiver by Lender of any of its rights under the Loan Agreement or any other Borrower Document, and Lender reserves all rights and remedies under the Loan Agreement and the other Borrower Documents. Section 7. Ratification. As specifically amended herein, the Loan Agreement and the other Borrower Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Section S. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California without regard to choice or conflict of laws rules. Section 9. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. [REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS] A -4 4815- 8122 - 1143.2 • RM IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Loan Agreement to be executed as of the Effective Date. ATTEST: By: Title: Lender and Collateral Agent: GE GOVERNMENT FINANCE, INC., as subservicer for and on behalf of General Electric Capital Corporation, as lender, and for itself as Collateral Agent By: _ Name: Title: Issuer: INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA By: Name: Title: Borrower: MEMORY EXPERTS INTERNATIONAL (USA), INC. By: Name: Title: [EXECUTION PAGE OF FIRST AMENDMENT TO LOAN AGREEMENT] 4815 -8122- 1143.2 80A -7 ACKNOWLEDGEMENT OF GUARANTORS Each of the undersigned acknowledges that it has reviewed the foregoing Amendment. Each of the undersigned hereby ratifies and confirms that all terms and conditions of the Corporate Guaranty and Negative Pledge Agreement dated as of February 1, 2005 executed by the undersigned are in full force and effect, subject to no defense, setoff or counterclaim. 4815 -8122- 1143.2 MEMORY EXPERTS INTERNATIONAL (USA), INC. By: _ Name: Title: MEMORY EXPERTS INTERNATIONAL (MXI), INC. By: Name: Title: FORM EXI3IBIT A SCHEDULE OF LOAN PAYMENTS GE Government Finance, Inc. Payment Schedule (1) Memory Experts International (LISA), Inc. Closing Date: February 9, 2005 Coupon Rate: 5.41% 2 -9 -05 thru 12- 19 -13, 4.41% thereafter Payment Payment Loan Principal Interest Principal Prepayment Date Number Payment Component Component Balance *(2) Amount *(2) 2/9/2005 0 $- $- $- $4,400,000.00 $4,620,000.00 3/1/2005 1 $35,699.10 $21,152.21 $14,546.89 $4,378,847.79 $4,597,790.18 4/1/2005 2 $35,699.10 $15,957.79 $19,741.31 $4,362,890.00 $4,581,034.50 5/1/2005 3 $35,699.10 $16,029.74 $19,669.36 $4,346,860.26 $4,564,203.27 6/1/2005 4 $35,699.10 $16,102.01 $19,597.09 $4,330,758.25 $4,547,296.16 7/1/2005 5 $35,699.10 $16,174.60 $19,524.50 $4,314,583.65 $4,530,312.83 8/1/2005 6 $35,699.10 $16,247.52 $19,451.58 $4,298,336.13 $4,513,252.94 9/l/2005 7 $35,699.10 $16,320.77 $19,378.33 $4,282,015.36 $4,496,116.13 10/1/2005 8 $35,699.10 $16,394.35 $19,304.75 $4,265,621.01 $4,478,902.06 11/1/2005 9 $35,699.10 $16,468.26 $19,230.84 $4,249,152.75 $4,461,610.39 12/1/2005 10 $35,699.10 $16,542.50 $19,156.60 $4,232,610.25 $4,444,240.76 1/1/2006 11 $35,699.10 $16,617.08 $19,082.02 $4,215,993.17 $4,426,792.83 2/1/2006 12 $35,699.10 $16,692.00 $19,007.10 $4,199,301.17 $4,409,266.23 3/1/2006 13 $35,699.10 $16,767.25 $18,931.85 $4,182,533.92 $4,349,835.28 4/1/2006 1.4 $35,699.10 $16,842.84 $18,856.26 $4,165,691.08 $4,332,318.72 5/1/2006 15 $35,699.10 $16,918.78 $18,780.32 $4,148,772.30 $4,314,723.19 6/1/2006 16 $35,699.10 $16,995.05 $18,704.05 $4,131,777.25 $4,297,048.34 7/1/2006 17 $35,699.10 $17,071.67 $18,627.43 $4,114,705.58 $4,279,293.80 8/1/2006 18 $35,699.1.0 $17,148.64 $18,550.46 $4,097,556.94 $4,261,459.22 9/1/2006 19 $35,699.10 $17,225.95 $18,473.15 $4,080,330.99 $4,243,544.23 10/1/2006 20 $35,699.10 $1.7,303.61 $18,395.49 $4,063,027.38 $4,225,548.48 11/1/2006 21 $35,699.10 $17,381.62 $1.8,317.48 $4,045,645.76 $4,207,471.59 12/1/2006 22 $35,699.10 $17,459.98 $18,239.12 $4,028,185.78 $4,189,313.21 1/1/2007 23 $35,699.10 $17,538.70 $18,160.40 $4,010,647.08 $4,171,072.96 2/1/2007 24 $35,699.10 $17,617.77 $18,081.33 $3,993,029.31 $4,152,750.48 3/1/2007 25 $35,699.10 $17,697.19 $18,001.91 $3,975,332.12 $4,094,592.08 4/l/2007 26 $35,699.10 $17,776.98 $17,922.12 $3,957,555.14 $4,076,281.79 5/1/2007 27 $35,699.10 $17,857.12 $17,841.98 $3,939,698.02 $4,057,888.96 4815- 8122 - 1143.2 80A -9 6/1/2007 28 $35,699.10 $17,937.63 $17,761.47 $3,921,760.39 $4,039,413.20 7/1/2007 29 $35,699.10 $18,018.50 $17,680.60 $3,903,741.89 $4,020,854.15 8/1/2007 30 $35,699.10 $18,099.73 $17,599.37 $3,885,642.16 $4,002,211.42 9/1/2007 31 $35,699.10 $18,181.33 $17,517.77 $3,867,460.83 $3,983,484.65 10/1/2007 32 $35,699.10 $18,263.30 $17,435.80 $3,849,197.53 $3,964,673.46 11/1/2007 33 $35,699.10 $18,345.63 $17,353.47 $3,830,851.90 $3,945,777.46 12/1/2007 34 $35,699.10 $18,428.34 $17,270.76 $3,812,423.56 $3,926,796.27 1/1/2008 35 $35,699.10 $18,511.42 $17,187.68 $3,793,912.14 $3,907,729.50 2/l/2008 36 $35,699.10 $18,594.88 $17,104.22 $3,775,317.26 $3,888,576.78 3/1/2008 37 $35,699.10 $18,678.71 $17,020.39 $3,756,638.55 $3,831,771.32 4/1/2008 38 $35,699.10 $18,762.92 $16,936.18 $3,737,875.63 $3,812,633.14 5/1/2008 39 $35,699.10 $18,847.51 $16,851.59 $3,71.9,028.12 $3,793,408.68 6/1/2008 40 $35,699.10 $18,932.48 $16,766.62 $3,700,095.64 $3,774,097.55 7/1/2008 41 $35,699.10 $19,017.84 $16,681.26 $3,681,077.80 $3,754,699.36 8/1/2008 42 $35,699.10 $19,103.57 $16,595.53 $3,661,974.23 $3,735,213.71 9/1/2008 43 $35,699.10 $19,189.70 $16,509.40 $3,642,784.53 $3,715,640.22 10/1/2008 44 $35,699.10 $19,276.21 $16,422.89 $3,623,508.32 $3,695,978.49 11/1/2008 45 $35,699.10 $19,363.1.2 $16,335.98 $3,604,145.20 $3,676,228.10 12/1/2008 46 $35,699.10 $19,450.41 $16,248.69 $3,584,694.79 $3,656,388.69 1/1/2009 47 $35,699.10 $19,538.10 $16,161.00 $3,565,156.69 $3,636,459.82 2/1/2009 48 $35,699.10 $19,626.19 $16,072.91 $3,545,530.50 $3,616,441.11 3/1/2009 49 $35,699.10 $19,714.67 $15,984.43 $3,525,815.83 $3,596,332.15 4/1/2009 50 $35,699.10 $19,803.55 $15,895.55 $3,506,012.28 $3,576,132.53 5/1/2009 51 $35,699.10 $19,892.83 $15,806.27 $3,486,119.45 $3,555,841.84 6/1/2009 52 $35,699.10 $19,982.51 $15,716.59 $3,466,136.94 $3,535,459.68 7/1/2009 53 $35,699.10 $20,072.60 $15,626.50 $3,446,064.34 $3,514,985.63 8/1/2009 54 $35,699.10 $20,163.09 $15,536.01 $3,425,901.25 $3,494,419.28 9/l/2009 55 $35,699.10 $20,254.00 $15,445.10 $3,405,647.25 $3,473,760.20 10/l/2009 56 $35,699.10 $20,345.31 $15,353.79 $3,385,301.94 $3,453,007.98 11/1/2009 57 $35,699.10 $20,437.03 $15,262.07 $3,364,864.91 $3,432,162.21 12/1/2009 58 $35,699.10 $20,529.17 $15,169.93 $3,344,335.74 $3,411,222.45 1/1/2010 59 $35,699.10 $20,621.72 $15,077.38 $3,323,714.02 $3,390,188.30 2/1/2010 60 $35,699.10 $20,714.69 $14,984.41 $3,302,999.33 $3,369,059.32 3/1/2010 61 $35,699.10 $20,808.08 $14,891.02 $3,282,191.25 $3,347,835.08 4/1/2010 62 $35,699.10 $20,901.89 $14,797.21 $3,261,289.36 $3,326,515.15 5/1/2010 63 $35,699.10 $20,996.12 $14,702.98 $3,240,293.24 $3,305,099.10 6/1/2010 64 $35,699.10 $21,090.78 $14,608.32 $3,219,202.46 $3,283,586.51 7/1/2010 65 $35,699.10 $21,185.86 $1.4,51.3.24 $3,198,016.60 $3,261,976.93 8/1/2010 66 $35,699.10 $21,281.38 $14,417.72 $3,176,735.22 $3,240,269.92 9/1/2010 67 $35,699.10 $21,377.32 $14,321.78 $3,155,357.90 $3,218,465.06 10/1/2010 68 $35,699.10 $21,473.70 $14,225.40 $3,133,884.20 $3,196,561.88 11/1/2010 69 $35,699.10 $21,570.51 $14,128.59 $3,112,313.69 $3,174,559.96 12/1/2010 70 $35,699.10 $21,667.75 $14,031.35 $3,090,645.94 $3,152,458.86 A -2 4815- 8122 - 1143.2 Fo l l 1/1/2011 71 $35,699.10 $21,765.44 $13,933.66 $3,068,880.50 $3,130,258.11 2/1/2011 72 $35,699.10 $21,863.56 $13,835.54 $3,047,016.94 $3,107,957.28 3/1/2011 73 $35,699.10 $21,962.13 $13,736.97 $3,025,054.81 $3,085,555.91 4/1/2011 74 $35,699.10 $22,061.14 $13,637.96 $3,002,993.67 $3,063,053.54 5/1 /2011 75 $35,699.10 $22,160.60 $13,538.50 $2,980,833.07 $3,040,449.73 6/1/2011 76 $35,699.10 $22,260.51 $1.3,438.59 $2,958,572.56 $3,017,744.01 7/1/2011 77 $35,699.10 $22,360.87 $13,338.23 $2,936,211.69 $2,994,935.92 8/1/2011 78 $35,699.10 $22,461.68 $13,237.42 $2,913,750.01 $2,972,025.01 9/1/2011 79 $35,699.10 $22,562.94 $13,136.16 $2,891,187.07 $2,949,010.81 10/1/2011 80 $35,699.10 $22,664.67 $13,034.43 $2,868,522.40 $2,925,892.85 11/1/2011 81 $35,699.10 $22,766.85 $12,932.25 $2,845,755.55 $2,902,670.66 12/1/2011 82 $35,699.10 $22,869.49 $12,829.61 $2,822,886.06 $2,879,343.78 1/1/2012 83 $35,699.10 $22,972.59 $12,726.51 $2,799,913.47 $2,855,911.74 2/1/2012 84 $35,699.10 $23,076.16 $12,622.94 $2,776,837.31 $2,832,374.06 3/1/2012 85 $35,699.10 $23,180.19 $12,518.91 $2,753,657.12 $2,808,730.26 4/1/2012 86 $35,699.10 $23,284.70 $12,414.40 $2,730,372.42 $2,784,979.87 5/1/2012 87 $35,699.10 $23,389.67 $12,309.43 $2,706,982.75 $2,761,122.41 6/1/2012 88 $35,699.10 $23,495.12 $12,203.98 $2,683,487.63 $2,737,157.38 7/1/2012 89 $35,699.10 $23,601.04 $12,098.06 $2,659,886.59 $2,713,084.32 8/1/2012 90 $35,699.10 $23,707.45 $11,991.65 $2,636,179.14 $2,688,902.72 9/1/2012 91 $35,699.10 $23,814.33 $11,884.77 $2,612,364.81 $2,664,612.11 10/1/2012 92 $35,699.10 $23,921.69 $11,777.41 $2,588,443.12 $2,640,211.98 11/1/2012 93 $35,699.10 $24,029.54 $11,669.56 $2,564,413.58 $2,615,701.85 12/1/2012 94 $35,699.10 $24,137.87 $11,561.23 $2,540,275.71 $2,591,081.22 1/1/2013 95 $35,699.10 $24,246.69 $11,452.41 $2,516,029.02 $2,566,349.60 2/1/2013 96 $35,699.10 $24,356.00 $11,343.10 $2,491,673.02 $2,541,506.48 3/1/2013 97 $35,699.10 $24,465.81 $11,233.29 $2,467,207.21 $2,516,551.35 4/l/2013 98 $35,699.10 $24,576.11 $11,122.99 $2,442,631.10 $2,491,483.72 5/1/2013 99 $35,699.10 $24,686.91 $11,012.19 $2,417,944.19 $2,466,303.07 6/1/2013 100 $35,699.10 $24,798.20 $10,900.90 $2,393,145.99 $2,441,008.91 7/1/2013 101 $35,699.10 $24,910.00 $10,789.10 $2,368,235.99 $2,415,600.71 8/1/2013 102 $35,699.10 $25,022.30 $10,676.80 $2,343,213.69 $2,390,077.96 9/1/2013 103 $35,699.10 $25,135.11 $10,563.99 $2,318,078.58 $2,364,440.15 10/1/2013 104 $35,699.10 $25,248.43 $10,450.67 $2,292,830.15 $2,338,686.75 11/1/2013 105 $35,699.10 $25,362.26 $10,336.84 $2,267,467.89 $2,312,817.25 12/1/2013 106 $35,699.10 $25,476.60 $10,222.50 $2,241,991.29 $2,286,831.12 1/1/2014 107 $35,699.10 $26,338.79 $9,360.31 $2,215,652.50 $2,259,965.55 2/1/2014 108 $34,659.89 $26,517.37 $8,142.52 $2,189,135.13 $2,232,917.83 3/1/2014 109 $34,659.89 $26,614.82 $8,045.07 $2,162,520.31 $2,205,770.72 4/1/2014 110 $34,659.89 $26,712.63 $7,947.26 $2,135,807.68 $2,178,523.83 5/1/2014 111 $34,659.89 $26,810.80 $7,849.09 $2,108,996.88 $2,151,176.82 6/1/2014 11.2 $34,659.89 $26,909.33 $7,750.56 $2,082,087.55 $2,123,729.30 7/1/2014 113 $34,659.89 $27,008.22 $7,651.67 $2,055,079.33 $2,096,180.92 A -3 4815 -8122- 1143.2 80A -11 8/1/2014 114 $34,659.89 $27,107.47 $7,552.42 $2,027,971.86 $2,068,531.30 9/1/2014 115 $34,659.89 $27,207.09 $7,452.80 $2,000,764.77 $2,040,780.07 10/1/2014 116 $34,659.89 $27,307.08 $7,352.81 $1,973,457.69 $2,012,926.84 11/1/2014 117 $34,659.89 $27,407.43 $7,252.46 $1,946,050.26 $1,984,971.27 12/1/2014 118 $34,659.89 $27,508.16 $7,151.73 $1,918,542.10 $1,956,912.94 1/1/2015 119 $34,659.89 $27,609.25 $7,050.64 $1,890,932.85 $1,928,751.51 2/1/2015 120 $34,659.89 $27,710.71 $6,949.18 $1,863,222.14 $1,900,486.58 3/1/2015 121 $34,659.89 $27,812.55 $6,847.34 $1,835,409.59 $1,872,117.78 4/1/2015 122 $34,659.89 $27,914.76 $6,745.13 $1,807,494.83 $1,843,644.73 5 /1/2015 123 $34,659.89 $28,017.35 $6,642.54 $1,779,477.48 $1,815,067.03 6/1/2015 124 $34,659.89 $28,120.31 $6,539.58 $1,751,357.17 $1,786,384.31 7/1/2015 125 $34,659.89 $28,223.65 $6,436.24 $1,723,133.52 $1,757,596.19 8/1/2015 126 $34,659.89 $28,327.37 $6,332.52 $1,694,806.15 $1,728,702.27 9/1/2015 127 $34,659.89 $28,431.48 $6,228.41 $1,666,374.67 $1,699,702.16 10/1/2015 128 $34,659.89 $28,535.96 $6,123.93 $1,637,838.71 $1,670,595.48 11/1/2015 129 $34,659.89 $28,640.83 $6,019.06 $1,609,197.88 $1,641,381.84 12/l/2015 130 $34,659.89 $28,746.09 $5,913.80 $1,580,451.79 $1,612,060.83 1/1/2016 131 $34,659.89 $28,851.73 $5,808.16 $1,551,600.06 $1,582,632.06 2/1/2016 132 $34,659.89 $28,957.76 $5,702.13 $1,522,642.30 $1,553,095.15 3/1/2016 133 $34,659.89 $29,064.18 $5,595.71 $1,493,578.12 $1,523,449.68 4/1/2016 134 $34,659.89 $29,1.70.99 $5,488.90 $1,464,407.13 $1,493,695.27 5/1/2016 135 $34,659.89 $29,278.19 $5,381.70 $1,435,128.94 $1,463,831.52 6/1/2016 136 $34,659.89 $29,385.79 $5,274.10 $1,405,743.15 $1,433,858.01 7/1/2016 137 $34,659.89 $29,493.78 $5,166.11 $1,376,249.37 $1,403,774.36 8/1/2016 138 $34,659.89 $29,602.17 $5,057.72 $1,346,647.20 $1,373,580.14 9/1/2016 139 $34,659.89 $29,710.96 $4,948.93 $1,316,936.24 $1,343,274.96 10/1/2016 140 $34,659.89 $29,820.15 $4,839.74 $1,287,116.09 $1,312,858.41 11/1/2016 141 $34,659.89 $29,929.74 $4,730.15 $1,257,186.35 $1,282,330.08 1.2/1/2016 142 $34,659.89 $30,039.73 $4,620.16 $1,227,146.62 $1,251,689.55 1/1/2017 143 $34,659.89 $30,150.13 $4,509.76 $1,196,996.49 $1,220,936.42 2/1/2017 144 $34,659.89 $30,260.93 $4,398.96 $1,166,735.56 $1,190,070.27 3/1/2017 145 $34,659.89 $30,372.14 $4,287.75 $1,136,363.42 $1,159,090.69 4/1/2017 146 $34,659.89 $30,483.75 $4,176.14 $1,105,879.67 $1,127,997.26 5/1/2017 147 $34,659.89 $30,595.78 $4,064.11 $1,075,283.89 $1,096,789.57 6/1/2017 148 $34,659.89 $30,708.22 $3,951.67 $1,044,575.67 $1,065,467.18 7/1/2017 149 $34,659.89 $30,821.07 $3,838.82 $1,013,754.60 $1,034,029.69 8/1/2017 150 $34,659.89 $30,934.34 $3,725.55 $982,820.26 $1,002,476.67 9/1/2017 151 $34,659.89 $31,048.03 $3,611.86 $951,772.23 $970,807.67 10/1/2017 152 $34,659.89 $31,162.13 $3,497.76 $920,610.10 $939,022.30 11/1/2017 153 $34,659.89 $31,276.65 $3,383.24 $889,333.45 $907,120.12 12/1/2017 154 $34,659.89 $31,391.59 $3,268.30 $857,941.86 $875,100.70 1/1/2018 155 $34,659.89 $31,506.95 $3,152.94 $826,434.91 $842,963.61 2/1/2018 156 $34,659.89 $31,622.74 $3,037.15 $794,812.17 $810,708.41 A -4 4815- 8122 - 1143.2 80A -12 3/1/2018 157 $34,659.89 $31,738.96 $2,920.93 $763,073.21 $778,334.67 4/1/2018 158 $34,659.89 $31,855.60 $2,804.29 $731,217.61 $745,841.96 5/1/2018 159 $34,659.89 $31,972.67 $2,687.22 $699,244.94 $713,229.84 6/1/2018 160 $34,659.89 $32,090.16 $2,569.73 $667,154.78 $680,497.88 7/1/2018 161 $34,659.89 $32,208.10 $2,451.79 $634,946.68 $647,645.61 8/1/2018 162 $34,659.89 $32,326.46 $2,333.43 $602,620.22 $614,672.62 9/1/2018 163 $34,659.89 $32,445.26 $2,214.63 $570,174.96 $581,578.46 10/1/2018 164 $34,659.89 $32,564.50 $2,095.39 $537,610.46 $548,362.67 11/1/2018 165 $34,659.89 $32,684.17 $1,975.72 $504,926.29 $515,024.82 12/1/2018 166 $34,659.89 $32,804.29 $1,855.60 $472,122.00 $481,564.44 1/1/2019 167 $34,659.89 $32,924.84 $1,735.05 $439,197.16 $447,981.10 2/1/2019 168 $34,659.89 $33,045.84 $1,614.05 $406,151.32 $414,274.35 3/1/2019 169 $34,659.89 $33,167.28 $1,492.61 $372,984.04 $380,443.72 4/1/2019 170 $34,659.89 $33,289.17 $1,370.72 $339,694.87 $346,488.77 5/1/2019 171 $34,659.89 $33,411.51 $1,248.38 $306,283.36 $312,409.03 6/1/2019 172 $34,659.89 $33,534.30 $1,125.59 $272,749.06 $278,204.04 7/1/2019 173 $34,659.89 $33,657.54 $1,002.35 $239,091.52 $243,873.35 8/1/2019 174 $34,659.89 $33,781.23 $878.66 $205,310.29 $209,416.50 9/1/2019 175 $34,659.89 $33,905.37 $754.52 $171,404.92 $174,833.02 10/1/2019 176 $34,659.89 $34,029.98 $629.91 $137,374.94 $140,122.44 11/1/2019 177 $34,659.89 $34,155.04 $504.85 $103,219.90 $105,284.30 12/1/2019 178 $34,659.89 $34,280.56 $379.33 $68,939.34 $70,318.13 1/1/2020 179 $34,659.89 $34,406.54 $253.35 $34,532.80 $35,223.46 2/1/2020 180 $34,659.77 $34,532.80 $126.97 $0.00 $0.00 TOTAL 6.349.975.55 4.400.000.00 $1.949.975.55 (1) Note: THIS AMORTIZATION SCHEDULE IS NOT TO BE USED FOR PAYOFF PURPOSES. This schedule has been prepared on the assumption that each Loan Payment due shall be paid in full and received on its respective due date and any variance from such assumptions or the addition of any other amounts which may become due (e.g., late charges) is not reflected in this schedule and the actual amortization of the Principal balance due hereunder shall vary accordingly (2) After payment of the Loan Payment due on such date A -5 4815 -8122- 1143.2 FOODIMW ' 1 I L� les: 12/17/13 RESOLUTION NO. 2014- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING THE AMENDMENT OF A LOAN AGREEMENT TO REFINANCE THE MANUFACTURING FACILITY OF MEMORY EXPERTS INTERNATIONAL (USA), INC., LOCATED AT 1651 ST. ANDREW PLACE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Santa Ana Empowerment Zone originally received an allocation of $130 million of private activity bond volume cap for the issuance of industrial development bonds ( "IDBs "). The City Council of the City of Santa Ana (the "City ") is authorized to grant allocations of the volume cap to qualified businesses in the empowerment zone for capital financing of projects in the empowerment zone. B. On December 20, 2004, the City Council adopted its Resolution No. 2004- 100, allocating an amount not to exceed $4.7 million of such volume cap to Memory Experts International (USA), Inc. ( "Memory Experts ") to permit the use of industrial development bonds or loans to finance and refinance a manufacturing facility located at The Pres Corporate Center, 1651 St. Andrew Place, and related equipment and furnishings (the "Project "). C. On December 20, 2004, the Industrial Development Authority of the City of Santa Ana (the "Authority ") adopted its Resolution No. IDA 2004 -002, authorizing the Authority to assist in such financing and refinancing by entering into a Loan Agreement, dated as of February 1, 2005 (the "Original Loan Agreement'), among GE Capital Public Finance, Inc., as lender and collateral agent (the "Lender'), the Authority, as issuer, and Memory Experts, as borrower. D. Under the Original Loan Agreement, the Lender loaned $4.4 million to the Authority and the Authority immediately loaned the same $4.4 million to Memory Experts (collectively, the "Loan "). Memory Experts is required to make all Loan repayments directly to the Lender. Neither the City nor the Authority bear any financial responsibility whatsoever for the Loan. 80A-1 5 Resolution No. 2014 - E. The Lender has offered to reduce the interest rate to produce debt service savings over the remaining term of the Loan. In order to achieve these savings, the Lender and Memory Experts have proposed a First Amendment to Loan Agreement (the "Amendment'), which would lower the interest rate. The proposed form of the Amendment is on file with the Secretary of the Authority (the "Secretary"). Section 2. The City Council herby approves the Authority entering into the Amendment to the Loan Agreement for the purposes of lowering the interest rate to produce debt service savings over the remaining term of the Loan. Neither the City nor the Authority bear any financial responsibility whatsoever for the Loan, as amended. Section 3. All actions heretofore taken by the employees, officers and agents of the City with respect to the Amendment are hereby approved and ratified, and the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all certificates and documents which they, bond counsel and the Authority Attorney and the City deem necessary or advisable to consummate the Amendment and otherwise effectuate the purpose of this Resolution. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2014 -_ 80A-16 ADOPTED this day of , 2014. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa E. Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2014- to be the original resolution adopted by the City Council of the City of Santa Ana on ,January 2014. Date: Clerk of the Council City of Santa Ana 80A-1 7 Resolution No. 2014 -. FOODINFOO RESOLUTION NO. IDA 2014- A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING THE AMENDMENT OF A LOAN AGREEMENT TO REFINANCE THE MANUFACTURING FACILITY OF MEMORY EXPERTS INTERNATIONAL (USA), INC., LOCATED AT 1651 ST. ANDREW PLACE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Board of Directors finds, determines and declares as follows: A. The Santa Ana Empowerment Zone originally received an allocation of $130 million of private activity bond volume cap for the issuance of industrial development bonds ( "IDBs "). The City Council of the City of Santa Ana (the "City ") is authorized to grant allocations of the volume cap to qualified businesses in the empowerment zone for capital financing of projects in the empowerment zone. B. On December 20, 2004, the City Council adopted its Resolution No. 2004- 100, allocating an amount not to exceed $4.7 million of such volume cap to Memory Experts International (USA), Inc. ( "Memory Experts ") to permit the use of industrial development bonds or loans to finance and refinance a manufacturing facility located at The Pres Corporate Center, 1651 St. Andrew Place, and related equipment and furnishings (the "Project). C. On December 20, 2004, the Industrial Development Authority of the City of Santa Ana (the "Authority') adopted its Resolution No. IDA 2004 -002, authorizing the Authority to assist in such financing and refinancing by entering into a Loan Agreement, dated as of February 1, 2005 (the "Original Loan Agreement'), among GE Capital Public Finance, Inc., as lender and collateral agent (the "Lender "), the Authority, as issuer, and Memory Experts, as borrower. D. Under the Original Loan Agreement, the Lender loaned $4.4 million to the Authority and the Authority immediately loaned the same $4.4 million to Memory Experts (collectively, the "Loan "). Memory Experts is required to make all Loan repayments directly to the Lender. Neither the City nor the Authority bear any financial responsibility whatsoever for the Loan. E. The Lender has offered to reduce the interest rate to produce debt service savings over the remaining term of the Loan. In order to achieve these savings, the Lender and Memory Experts have proposed a First Amendment to Loan Agreement (the "Amendment'), which would lower the interest rate. The proposed form of the Amendment is on file with the Secretary of the Authority (the "Secretary"). Section 2. Subject to approval as to form by the General Counsel of the Authority (the "General Counsel'), the proposed form of Amendment, on file with the FOODIMPO Secretary, is hereby approved. The Executive Director, or the designee thereof (the "Authorized Signatory'), is hereby authorized and directed, for and on behalf of the Authority, to execute and deliver the Amendment in substantially said form, with such changes and insertions therein as the Authorized Signatory, with the advice of the General Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Secretary or the designee thereof is authorized to attest the Amendment. Section 3. The Authorized Signatory, for and in the name and on behalf of the Authority, is hereby authorized to execute and deliver any and all documents, including, without limitation, any and all documents and certificates to be executed in connection with maintaining tax exemption of interest on the Loan, and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the Authority has approved in this Resolution and to consummate by the Authority the transactions contemplated by the documents approved hereby, including any subsequent amendments, waivers or consents entered into or given in accordance with such documents. Section 4. All actions heretofore taken by the employees, officers and agents of the Authority with respect to the Amendment are hereby ratified, confirmed and approved. and the officers and employees of the Authority and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all certificates and documents which they, bond counsel and the Authority Attorney and the City deem necessary or advisable to consummate the Amendment and otherwise effectuate the purpose of this Resolution. Section 5. This Resolution shall take effect immediately upon its adoption by the Authority Board, and the Recording Secretary for the Authority shall attest to and certify the vote adopting this Resolution. 1M 1 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho Authority General Counsel Bv: Lisa E. Storck Assistant Counsel AYES: NOES: Boardmembers: Boardmembers: ABSTAIN: Boardmembers: NOT PRESENT: Boardmembers: 2014. Miguel A. Pulido Chair CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Secretary to the Authority, do hereby attest to and certify the attached Resolution No. IDA 2014 -_ to be the original resolution adopted by the Authority of the City of Santa Ana on January , 2014. Date: Maria D. Huizar, Recording Secretary Industrial Development Authority City of Santa Ana 80A -21 80A -22