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HomeMy WebLinkAboutDOWNTOWN INC. (AMENDED & RESTATED) 12A -2014INSURANCE ON FIhE A- 2014 -019 WORK MAY PROCEED UNTIL INSURANCE EXPIRES ARK OF COUNCIL D DACE: AMENDED AND RESTATED OPERATING AGREEMENT This AMENDED AND RESTATED OPERATING AGREEMENT` made and entered into this 9`j' day of January, 2014, by and between the City of Santa Ana, a charter city and municipal corporation drily organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "City," and Downtown Incorporated, Inc., 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Fiscal Years 2009 -2010 through 2013 -2014; and D. Whereas due to various reasons the City Council on February 4, 2012 repealed the entirety of the CMD and did not levy the DISTRICT assessment to fund the CMD services for calendar year 2013; and E. Whereas with the repeal of the CMD,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 Eiji 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 5, 1984 pursuant to Ordinance NS- 1715 (attached hereto and incorporated herein as Exbibit 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 ealendar 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 I3. 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 L 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) confine 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) "DTI" means Downtown Incorporated, hie., a California nonprofit corporation. (e) "Board" means the Board of DTI. (f) "Term" means three (3) years cotmnencing 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 Parking and Business Improvement Area Law of 1989 [Streets and Highways Code Sections 36500, et seq.]. The Tenn of this 2 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 hue 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 Incorporation 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 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 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 mernbers for purposes of the Brown Act shall consist of -a board members, with board members serving as a quorum. § 1.04 Changes in Officers, Articles and B,, laws 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 Clerk 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 detennining whether a quorum exists at meetings of DTI. 3 §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 m Report (a) No later than November First (I") 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 fiord 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. (f) 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 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 fiords 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" accoimt 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 fiords 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 15th 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. Q) 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 Cormmunity 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 fiords, 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. 5 (n) In the event questions arise relating to the balance of fiends available to DTI, DTI may within 15 days of notification request an accounting by the City of the amount of net fiords 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 tern 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 cord /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 6 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 Generally Prior to the Commencement Date (except as hereinafter otherwise provided), DTI 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 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 Fidelity Bonding 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. 7 § 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 Citv 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 parry may institute legal action to cure, correct or remedy any default, to recover darnages 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 Tenn or upon the earlier termination of this Agreement as provided in Section 1.01(0 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 DT specification in this Agreement as to the body or office s o on behalf of DTI by DTI's governing board or by such resolution of said governing board. § 5.02 Notices I pursuant to this Agreement, without authorized, shall be deemed exercisable officer of DTI as may be designated by 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: 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 DTI: Downtown Inc. 200 North Main St. 2 °a 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 covet 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 §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 Cleric of the Council APPROVED AS TO Assistant City CITY OF SANTA ANA/ David C vazos City Manager Downtown Inc.: By: 11 t 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 sec. 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 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. 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. (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. ORDINANCE NO. NS -1715 PAGE THREE (2) Where multiple owners have. businesses in the same class or combination of two or morv-_,of � above classes, all of which are at the same 1bcati(1n; the . total charge to each owner under this Ordinance shat; 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 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 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 5: 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) and (d) Area. Furnishing of music in any public place in the Area; The general promotion of business activities in the SECTION 7: 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. ORDINANCE NO. NS -1715 PAGE. FOUR SECTION 8: EXPENDITURES. The City Council shall annually approve a ,bN4,(Ki�t_to,include an estimate of expenditures to be made from the Downtown Santa 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 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 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 February , 1984. ATTEST" R. mbourger, Ma ,fanice C. Guy, C1 rk I the Council COUNCILMEMBERS: Luxembourger Aye Acosta Bricken Griset Johnson McGuigan Young Abstain Aye Aye Aye Aye Aye APPROVED AS TO FORM: VC.W04 Edward oo er, City Attorney E ?: =SIT "F.11 �IECzL LESCRIFT ?C: : E. Tr.at portion, of the City of Santa Ana, County of Cranle, State of California, bounded and described as follows: Beginning at the centerline intersection of Parton Street, 60 feet wide, and Santa Ana boulevard-; -108 feet wide; thence rortfieasterly and_ easterly! along. eaid centerline of Santa Are pouacvar to tE _ terlin.e of Broadway, 82 feet wide; thence northerly along cold -cen erlinE of Eroadway 672.feet, more or less, 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 Maps, records of said County; thence easterly along said prolongation and sai8 north line of Blocke t, D,"a"nd E to the centerline of Main Street, 90 feet wide;.thence southerly along said center- line of Main Street to the centerline of Eighth Street, 60 feet wide; therce_easterly along said centerline of Eighth Street to the ceptErline of _Bush, 60 feet wide; thence southerly along said centerline of Bush to the centerline sf ganta -Ana Boule- vard, 60 feet wide; thence_ easterly► -along last said centerline /- of Santa Ana Boulevard to"the centerline of Spurgeon Street, 60' feet wide; thence southerly along said centerline of Spurgeon Street 153 feet; tfience easterly 30 feet -to the northwest corner of Lot ^1 in Block 2 of the_Fcuff Addition to Santa Ana as per map recorded in Book 19, page 91 -of Miscellaneous Maps, records of Los Angeles County, California; thence easterly along the north line of last said Lot 1 and the easterly prolongation thereof 410 feet to the northeast corner of Lot 2 -in Block 3 of said Fruit OT ion; thence southerly -along the east line of last said Lot 2 and the souffh prolongation thereof to the centerline of Fifth Street, 6D feet wide; thence easterly along said- -ce_nterl_ine of_Fifth Street to the centetl-iwe'Cf -M6ftimer Street, 60 feet wide; tY,ence southerly along said centerline of Mortimer Street to the centerline_ of fourth Street, 80 feet wide; thence westerly along saii3 centerline 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 Bortheast 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 _aIong a line- parallel and distant 14 feet easterly; measured at right arsg7es =om the east dine uf `3ast sairi mot to a point on the easterly prolongation of the south line of said Lot 6; thence westerly 14 feet to the northeast corner of T 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 W Elee's A.661tlon; t. ence southerly along the east line of said Block 6 and t}.e so„tt,erly prolongation thereof to the centerline of First Street, 100 feet wide; thence westerly along said centerline of First Street to the northerly prolon- bation of the east line of Lots 1 and 2 of glee's Subdivision, as shown on a map.recorded in Book 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 mar recorded in Book 30, page 75 of Miscellaneous Naps of Los Anceles County, California; thence koutherly 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 Yain 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 ride; thence northerly along said cenferl-ine-,of�� Broa -dway 25 feet; thence �weste7rly 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 Beninger's Tesubdivision as shown on a r;ap filed in Book 5, page 49 of Miscellaneous Maps, records of said Orange County; ttPnc -e�- southerly along the west line of said Lot 3 to the southwest corner of said Lot 3; thence westerly along a lxrie 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 100 feet wide; thence westerly to the intersecionYof the southerly prolongation of the west line of Lot 1 in Tract No. 10680 as shown on a map recorded'in Book 467, pages 33 and 34 of Miscellaneous- Faaps, records of said Orange County; thence northerly along last said west line and the prolongations thereof to the centerline of Third Street, 60 feet ride; 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 B£GIhTNING, EXHIBIT "B" ANNUAL CHARGES TO BUSINESSES LOCATED IN THE DOWN-TOWN' 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. r-- 2. Businesses classified under Ordinance NS -1690 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. 3. All other businesses, including Professions, Trades & S6rvicps, within the boundaries of the proposed Business Improvement District, shall pay one (1) times their annual business license fee. I-- THIS CERTIFICATE IS ISIS CERTIMATE DOES NOT BELOW, THIS CERTI.FICA CERTIFICATE OF LIABILITY' JED AS A PAATTEft OF tNFORh1ATION ONLY AND CONFI IMPORTANT: If the eertifucate hotderr is an ADDITIONAL INSURF_D the p.olicy(jo,) must . be endbrona. 1r Z5Ub `LKjA.I IUN IS YVAINLu, 903lrcttO MQ I:etms and condltlorls of the palicy. cortaln policies may MIVEra an endarsattiLM. A statement on this ccrlifi0te dada not conifer rjglltzi to the certificate Ikolder in lieu of such endursemonT(s ): - a = zo ux Eddie Quillaras'Jr State Famt AfMncy i +on3� Enc1 Ldde i�u Ia es Jf.`_ 4-15 N!, Broadwa °ti! FAX Ste. Jar4 GIr 745 -- [✓ac °s+ uOl7tR Ana CA 92701 A na t.fiaAm - nni.?rsr S. cddFC[nleddl E4tlnErlreFlCd G17rP _ . �a _111yURP1 i..i} P{IFYi111a COVE?iGC jE_1`GlF'Qtl L �NSU�1eNA. SPalciTarnrGualernPln .,urarmeCt?mpaely _.__' 515t._. dEeRLq DOVMTOWN INC IN,iURCR2 `_tore1"jnjA rite Red C'-t'.Imlhj C'tl[n UnS".._ 200 N Main St ROOF 2 INSURER o: .. Santa Asia, CA 92701 aurnr:RO. GENERAL CiG�RCC }+ T _ _ ;:,Ui4i3lli!J IL A - RLOATC 01,111 AlIPLILjj. Ulj, A INYtraFa F :. ANY Llhtlr3 THIN pinMkh Ukaft-lTY y y 11 Y 1 1 106106120.14 LAC }I>JP0 JPF Eta C F F GCx`I GI]Q tit I`Sl;li5 11rC) . . r— ` � j jE_1`GlF'Qtl L -30001 I , /+�ryy` r d Lfl fYR I 1g Ytllb, C2t z7 « « a 494 GENERAL CiG�RCC }+ T _ _ ;:,Ui4i3lli!J IL A - RLOATC 01,111 AlIPLILjj. Ulj, A A G 2CIOO +TI 1 IM ICY I'. t I�etF _.. tqC - - s s AU O2IGUILELIAMI -ilI' f �'' l L LISA �itY MIDrney tr , auil s I Ir =, j j A Assistant a AI 00rlLlr 1 1 r:x,fr UlLrr' I I z C C)r41r Y l+'t!IV{. E t d,11 3 3 V 4 r+ 'Fb t yBFI r r ! ! F IQPCRTl CAWGE G G - 71R AUTl3 AdITp. k k I I tl EP r rtl1A�f _ WgRfL €.1 LIZ X t]C silt ` `f 1< 1far '+ /JUt,u%iR ilr,L. 5 5 '1::CGJ Cr.'I EXG@9 LIaa I CLAM-, M 12Ei 3 _ r - -'00 Orfr x tlLmnl:luti s — a 14ORKERS COUREe ATIOml — al 'TAFLI .� li}1d1- 7 UJL Ci0@ If EI tf�W C1fJI'tPr I,0 plLp I 1 G9 &RtVlldty Gfi 1l1^pRAl10'I4 f LLiLATiO lu i'YENPr. Eta {AAngv kCgka IG ( 1u(dlLL3rtN Rarlisrye 8rJegdidn,ifriard spaer Is r •queic�{ list 3aturday of l,he mood Arl Walk E,:ent at the Peonrsnade of the Arll t Vdi6�,,G as 2nd eat. and East End proreenadol 'S4 rnla Ana, CA ity p Sara Arta ft nfOCwr gq.ntc, nlpiayece enIt uoluilrowo aee nnnr d a; add[Eio'r41 Instlfed. chh na Iw6ufrr5 Mdofl lent l�.ued for ce! Flcate Fl tidal will, Wager of SLhfogat'nn Cif of Santa Ana SHOULD ANY of 1HE ABOVE DESCRIPEn POc ICIES BE CANCEL LED EIFXO to % an TIIF EXPIRATION DATE THERFOF, NOME WILL BE DELIVERED lk 20 Civic Center Plaza Santa Ana, CA 92702 AC,CORG ANGF 9AI H THE POLICY PROVISIONS, Atfrntiort Risk Management AUTHORIZEC . eRravyef Sriza Marales r f9$3 2010 A.CORO CORPORATION. All rights rescrvec ICORO 2:5 121)Mi1) The AUOR.G nnnic and forgo are.,r glstg�ad' marks Of ACORO 10'01486 132u496 11-15-26