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HomeMy WebLinkAbout FULL PACKET_2016-02-16CALLED TO ORDER MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA FEBRUARY 2, 2016 CLOSED SESSION MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:17 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA COUNCILMEMBERS Absent: SAL TINAJERO 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 5:18 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Joseph Straka vs. City of Santa Ana; Claim No. 2015 -097 CITY COUNCIL MINUTES 1 FEBRUARY 2, 2016 1 0A -1 2. CONFERENCE WITH LEGAL COUNSEL -- POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9 of the Government Code: One case Continued from the January 19, 2016 Closed Session meeting. 3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Continued from the January 19, 2016 Closed Session meeting. Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Service Employees' International Union, Part Time CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 6.09 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 FEBRUARY 2, 2016 1 0A -2 CALLED TO ORDER REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:11 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO (6:22 p.m.) PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCILMEMBERS Absent: None STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MANUEL HERRERA, CARR INTERMEDIATE SCHOOL RUPERT VEGA, POLICE CHAPLAIN CERTIFICATE OF RECOGNITION presented by MAYOR PULIDO to Cecilia Aguinaga for her invaluable service on the Orange County Vector Control PROCLAMATION presented posthumously by MAYOR PRO TEM SARMIENTO to the family of Catalina Munoz in recognition of her outstanding contributions in the Delhi Community. CITY COUNCIL MINUTES 3 FEBRUARY 2, 2016 1 0A -3 AGENDA ITEM TAKEN OUT OF ORDER — CONSENT CALENDAR ITEM 25D. AMENDMENT WITH U.S. IMMIGRATION AND CUSTOMS ENFORCEMENT (ICE) TO PROVIDE HOUSING FOR FEDERAL INMATES {STRATEGIC PLAN NO. 1, 4A) - Police Department City Manager David Cavazos summarized proposed recommendation. The following speakers addressed the City Council on the matter: • Hario Cortez, program director for Orange County Immigrant Youth United, opposed to expansion of contract; welcome opportunity to meet with City Manager to discuss options. • Jessica Letona, detailed personal experience at detention center. • Christina Fialho, Co- Founder /Executive Director of Community Initiatives for Visiting Immigrants in Confinement (CIVIC) is representing 31 women who were illegally detained; concerned with City's strip search policy. • Laura Kanter, concerned with treatment of LGBT detainees, lack of post detention services and suggested policy improvements. • Jorge Gutierrez, addressed Christina Lopez' 2 year detention at City jail. • Carlos Perea, representing RAIZ, opposed to extending contract and noted that officials were asked to cancel contract with ICE some years past and not expand services as being proposed. • Isa Noyola, representing Transgender Law Center, concerned that ICE has not addressed transgender prisoners; City exposed to liability. • Richard Wheeter, reflected on wife's arrest by ICE officials and jailed in Santa Ana for over 13 months. • Destiny Cano, student at CSUF and employee at LGBT Center, opposed to contract expansion. • Benjamin Vazquez, volunteer at Centro Cultural of Mexico and teacher at Valley High School, recommend City wind down contract with ICE - not expand services. • Ashley Rojo, student at CSUF, advocate for victim rights, urged a no vote on contract amendment. • Roberto Herrera, member of De Colores Queer, concerned with lack of medical care at detention facility. • Amanda Wallner, policy manager at Los Angeles LGBT Center, expressed concern with proposed amendment to contract; opined that basic needs not met. • Reverend Kent Doss, concerned with handling of transgender detainees, and strip searches; noted that ICE revised policy for transgender in June of 2015 and asked City to follow policy. • Peggy Thompson, member of Friends of Orange County Detainees, noted that service group offers counseling and services; opined that strip searches are unnecessary and possibly illegal. • Luis Sarmiento, representing Centro Cultural de Mexico, opposed to contract amendment. • David Mangikyan, representing UCI Law Center, concerned with ICE inability to treat medical conditions; medical negligence, need to provide basic needs. CITY COUNCIL MINUTES 4 FEBRUARY 2, 2016 1 0A -4 • Maria Duque, represents US WWW, represents over 7,000 members and requested no vote on contract amendment with ICE. • Marilynn Montano, opposed to contract amendment. • Alexis Nava Teodora, RAIZ member and deportation representative, endorse the letter as submitted for the record by Hairo Cortez, opposed to criminalization of illegal residents and urged cancellation of contract with ICE. • Rev. Sian Wittshire, representing Orange Coast UU Congregation, opined that contract condones past practices; urge discussion with community. • Edna Monroy, member of California Immigrant Youth Justice Alliance, concerned community member; opposed to contract. • David Carbajal, work with community based groups, demand no vote on expansion of contract. • Joese Hernandez, volunteer at Centro Cultural de Mexico and May Day Coalition, questioned need to wand residents attending City Council meeting - unwelcome feel. • Ana Siria Urzua, member of Santa Ana Building Healthy Communities, noted that expansion of contract would further criminalize deportation of members of our community. • Karina Paredez - Aroza, member of CLUE, asked City Council to welcome immigrants and end contract with ICE. • Stacey Araujo, expressed objection to expansion of contract and treatment of detainees. • Angie Cano, asked that treatment of current members improved before expanding number of beds. • Cecilia Iglesias, opposed to contract amendment that only considers profitability of City jail and not the values that this community needs. • Marcela Hernandez, opposed to ICE contract and requested consideration for ending contract. • Sarai Mojica, member of immigrant youth coalition, voiced opposition to expansion of contract. • Lizette Diaz, recounted personal story and requested no vote on contract amendment. • Ilya Tseglin, spoke of discrimination and corruption in existing system. • Robert Tseglin, opined that contract amendment may give rise to constitutional violations. • Gema Suarez, spoke in support of LGBTQ community; asked for improved conditions at the jail; opposed to contract expansion; jail poses human rights violations. • Alfredo Amezcua, noted that City of Santa Ana is an immigrant community; echoed stories and issues raised by many tonight; opined that contract would hinder community policing efforts; suggest staff develop a phase -out plan. • Mariella Saba, suggested social programs rather than expansion of contract; opposed to contract with ICE. Council discussion ensued. CITY COUNCIL MINUTES 5 FEBRUARY 2, 2016 1 0A -5 Councilmember Martinez, thanked speakers and indicated that she would not support expansion of contract. Proposed substitute motion to deny contract amendment, engage community in developing solutions and request City Manager work with Police Chief in strategizing sustainability of jail without the use of federal dollars, if not feasible, propose options to terminate jail services. Motion seconded by Councilmember Tinajero. Councilmember Tinajero, would not support matter; need to have discussion with transgender community; and develop better solution that builds trust with the community. Mayor Pro Tern Sarmiento, opposed to staff recommendation; concerned with strip searches and troubled by accounts voiced by speakers, release of inmates late in the evening and lack of dignity and respect and compelled to ask Police Chief to make sure that issue by OC Sheriff are avoided in Santa Ana. Need to slowly disengage contract with ICE. Councilmember Amezcua, thanked speakers and indicated that she would not support contract amendment; goal is to end the contract with ICE responsibly. Councilmember Reyna, opposed to contract expansion. Councilmember Benavides, indicated that he attended meeting with ICE officials in Washington DC a few months ago, noted that transgender detainees are vulnerable population; asked if City could provide dignified treatment since detainment will need to be provided somewhere; asked that issues raised be brought to the Public Safety Council Committee for review and take corrective action, if necessary. Mayor Pulido, as a follow up asked that City Manager develop options to address remaining jail debt; need to provide fair and humane services; dialogue important. City Manager Cavazos, indicated that staff recommendation provided a means to repay remaining $27 million jail debt; will provide options for consideration and will meet with community to address miscommunication and develop options; need time to develop options. Mayor Pulido, noted that initial debt was $128 million and able to pay down. SUBSTITUTE MOTION: Deny contract amendment, engage community in developing solutions and request City Manager work with Police Chief in strategizing sustainability of jail without the use of federal dollars, if not feasible, propose options to terminate jail services. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, CITY COUNCIL MINUTES 6 FEBRUARY 2, 2016 1 0A -6 Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) CLOSED SESSION REPORT — No reportable action. PUBLIC COMMENTS • Trevor Icke, concerned with proposed 200 bed drug rehabilitation project being considered by the Planning Commission in his neighborhood. • Jeff Heileson, resident of Mayberry Neighborhood; opposed to proposed drug rehabilitation center. • Marylou Ontiveros, also concerned with reduced property values and safety of children in the area proposed for drug rehabilitation center. • Hortencia De La Torres, opposed to drug rehabilitation project site. • Ilya Tseglin, spoke of corruption at Orange County Regional Center; desire to save his son from mistreatment by the system. • Robert Tseglin, reported that his brother had been illegally detained by the Irvine Police Department. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on Consent Calendar Items 10A through 32A, with the following modifications: • Councilmember Martinez, pulled Agenda item 19D for comment and agenda Items 22A, 2213, and 25A for separate discussion. • Mayor Pro Tem Sarmiento, pulled Agenda Item 25B for separate discussion. MOTION: Sarmiento SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Pulido, Martinez, Reyna, Sarmiento (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero (1) Items removed for separate action or modified are highlighted. Separate actions show the actual vote. Items without votes are adopted as part of the consent motion. CITY COUNCIL MINUTES 7 FEBRUARY 2, 2016 1 0A -7 ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF JANUARY 19, 2016 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES /SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. SECOND READING ORDINANCE: AMENDMENT APPLICATION NO. 2015 -02 TO REZONE THREE PROPERTIES FROM URBAN NEIGHBORHOOD -2 (UN- 2) TO OPEN SPACE (OS) AT 710 -720 EAST SIXTH STREET - SANTA ANA HOUSING AUTHORITY, APPLICANT {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office Placed on first reading at the January 19, 2016 City Council meeting and approved by a vote of 6 -0 (Amezcua absent). Published in the Orange County Reporter on January 22, 2016. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2890 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING PROPERTIES LOCATED AT 710, 714 AND 720 EAST SIXTH STREET FROM SPECIFIC DEVELOPMENT NO. 84 /URBAN NEIGHBORHOOD -2 TO SPECIFIC DEVELOPMENT NO. 84 /OPEN SPACE (AA NO. 2015 -02) 11B. SECOND READING ORDINANCE: ZONING ORDINANCE AMENDMENT NO. 2015 -04 TO UPDATE THE WATER EFFICIENT LANDSCAPE ORDINANCE {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Placed on first reading at the January 19, 2016 City Council meeting and approved by a vote of 6 -0 (Amezcua absent). Published in the Orange County Reporter on January 22, 2016. MOTION: Place ordinance on second reading and adopt. CITY COUNCIL MINUTES 8 FEBRUARY 2, 2016 1 0A -8 ORDINANCE NO. NS -2891 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE TO UPDATE THE WATER EFFICIENT LANDSCAPE ORDINANCE BOARDS / COMMISSIONS / COMMITTEES 13A. COUNCIL COMMITTEES — AGENDA AND MINUTES {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Receive and File NAME MEETING DATE Parks, Recreation, Education and Youth Committee 1/25/2016 Public Safety and Neighborhood Improvement Committee 1/26/2016 13B. NOMINATED BY COUNCILMEMBER TINAJERO AS THE WARD 6 REPRESENTATIVE TO COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION FOR A PARTIAL TERM EXPIRING DECEMBER 11, 2018 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Appoint. NAME BOARD /COMMISSION REPLACES WARD RES. Matthew Schauer Community Redevelopment / S. Tuchler Ward 1 Housing Commission MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — None 19B. EXCUSED ABSENCES — None 19C. QUARTERLY REPORT OF INVESTMENTS AS OF DECEMBER 31, 2015 (STRATEGIC PLAN NO. 4, 1 D) - Finance & Management Services MOTION: Receive and file. CITY COUNCIL MINUTES 9 FEBRUARY 2, 2016 1 0A -9 19D. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR JANUARY 2016 {STRATEGIC PLAN NO. 5, 1) - Public Works Agency Councilmember Martinez, asked about Capital Improvement Project budget; expressed concern with State policy, reductions and impact to City. Public Works Agency, Executive Director, Fred Mousavipour, noted that additional road repair funding needed; adopted Pavement Repair Program to address schedule and funding. MOTION: Receive and file. 19E. REQUEST FOR PROPOSALS FOR AFFORDABLE RENTAL HOUSING ACQUISITION AND REHABILITATION {STRATEGIC PLAN NO 5, 31 - Community Development Agency MOTION: Receive and file. 19F. SANTA ANA ARTS FUTURE COMMUNITY ENGAGEMENT WEEK {STRATEGIC PLAN NO. 5, 5B) - Community Development Agency MOTION: Receive and file. BUDGETARY MATTERS GRANTSIAPPLICATIONS 21 A. RELEASE THE ARTIST GRANT OPPORTUNITY APPLICATION {STRATEGIC PLAN NO. 5, 5C} - Community Development Agency MOTION: Authorize the Community Development Agency staff to release the Fiscal Year 2016 -2017 Investing in the Artist Grant Opportunity application. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 16 -010 - SUNDRY FOOD AND PAPER GOODS TO PROVIDE PARTICIPANTS DURING FOR VARIOUS CITY- SPONSORED EVENTS (SPEC. NO. 16 -010) {STRATEGIC PLAN NO. 2, 2; 5, 41 (Parks, Recreation and Community Services Agency) - Finance & Management Services Councilmember Martinez, asked if Request for Proposal process followed; urged City to buy local and provide for healthy options, when available. CITY COUNCIL MINUTES 10 FEBRUARY 2, 2016 1 0A -10 Finance and Management Services, Executive Director, Francisco Gutierrez, indicated that survey of local providers prepared. MOTION: Award a contract to Smart & Final Stores LLC for a three -year period expiring January 31, 2019, in an annual amount of $45,000, for a total amount not to exceed $135,000, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 2ZB. SPEC. NO. 15 -087 - SANITARY SEWER LATERAL LINING SERVICES {STRATEGIC PLAN NO. '6, 1C, ,1 F} (Public Works Agency) - Finance & Management Services Councilmember Martinez, requested equitable consideration for all projects throughout the City. MOTION: Authorize the City Manager and Clerk of the Council to award a contract to Select Trenchless Pipelines, Inc., for a three -year period expiring January 31, 2019 in the amount of $150,000, with provisions for one two -year renewal option exercisable by the City Manager and City Attorney, in an annual amount not to exceed $50,000; subject to nonsubstantive changes approved by the City Manager and City Attorney. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Amezcua Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) None (0) None (0) None (0) CITY COUNCIL MINUTES 11 FEBRUARY 2, 2016 1 0A -11 PROJECTS /CHANGE ORDERS 23A. AWARD CONTRACT FOR CONSTRUCTION OF WASHINGTON SQUARE RESIDENTIAL STREET REPAIR FY 2015 -16 (PROJECT NO. 16 -7523) {STRATEGIC PLAN NO. 6, 113, 1 G} - Public Works Agency and Community Development Agency MOTION: 1. Reject all bids received on December 1, 2015, for construction of the Washington Square Residential Street Repair Project, due to required federal funding documents that were not included. 2. Award a contract to EBS General Engineering Inc., the lowest responsible bidder, in accordance with the base bid of $984,925 for construction of the Washington Square Residential Street Repair Project, and authorize the City Manager and Clerk of the Council to execute the contract, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve the Project Cost Analysis for a total estimated project delivery cost of $1,231,157, which includes the contract base amount, administration, inspection, testing, and an authorized contingency of $98,493. AGREEMENTS 25A. INFORMATION TECHNOLOGY SERVICES {STRATEGIC PLAN NO. 7, 21 - Finance & Management Services Councilmember Martinez, noted for the record concern with six month contract extension. MOTION: 1. AGMT NO. 2016 -015 - Authorize the City Manager and Clerk of the Council to approve and execute agreement with The Comdyn Group, Inc. for a six -month period, beginning March 1, 2016 through August 31 2016; along with a six -month extension exercisable on a month to month basis for the period September 1, 2016 through February 28, 2017 upon approval by both the City Manager and City Attorney for a total amount of $1,560,000; subject to non - substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2016 -016 - Authorize the City Manager and Clerk of the Council to approve and execute agreement with Softmaster, Inc. for a six -month period, beginning March 1, 2016 through August 31 2016; CITY COUNCIL MINUTES 12 FEBRUARY 2, 2016 1 0A -12 along with a six -month extension exercisable on a month to month basis for the period September 1, 2016 through February 28, 2017 upon approval by both the City Manager and City Attorney for a total amount of $2,040,000; subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN ABSENT: 25B. SECOND: Tinajero Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) Martinez (1) None (0) None (0) Mayor Pro Tern Sarmiento, asked if Council had considered matter earlier. Community Development Agency Executive Director Kelly Reenders noted that City Council had approved a pre- commitment and now funds under Community Development Block Grant considered; will consider HOME funds in near future; total of 57 units at site on corner of 17th and Main Street. MOTION: Authorize the City Manager and the Clerk of the Council to execute a single loan agreement with Santa Ana Arts Collective, LP for $500,000 in Community Development Block Grant funds and $1,875,000 in Inclusionary Housing Funds for a total combined amount not to exceed $2,375,000; subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Martinez Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) None (0) None (0) None (0) CITY COUNCIL MINUTES 13 FEBRUARY 2, 2016 1 0A -13 25C. ON -CALL ENGINEERING SERVICES (NON- GENERAL FUND) {STRATEGIC PLAN NO. 6, 1 G) - Public Works Agency MOTION: 1. Authorize the Executive Director of Public Works to terminate the agreement with VA Consulting, Inc., for on -call engineering services in an amount not to exceed $250,000. 1 AGMT NO. 2016 -018 - Authorize the City Manager and Clerk of the Council to execute an agreement with Rick Engineering for a two -year term beginning February 3, 2016, and expiring February 2, 2018, with provisions for up to two one -year renewal options exercisable by the City Manager and City Attorney, for a total not to exceed $250,000 over the life of the agreement, including any renewal periods, subject to non- substantive changes approved by the City Manager and City Attorney. 25D. AGENDA ITEM TAKEN OUT OF ORDER 25E, AGMT NO. 2016 -019 - AMEND THE PARTNERSHIP FUNDING AGREEMENT WITH SOUTHERN CALIFORNIA EDISON FOR ENERGY EFFICIENCY PROGRAMS {STRATEGIC PLAN NO. 5, 21 - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment with Southern California Edison to extend the term through March 31, 2017, and to increase the funding allocation by $17,000, subject to non - substantive changes approved by the City Manager and City Attorney. 25F. AGMT NO. 2016 -020 — AMEND THE PARTNERSHIP FUNDING AGREEMENT WITH SOUTHERN CALIFORNIA GAS COMPANY FOR ENERGY EFFICIENCY PROGRAMS {STRATEGIC PLAN NO. 5,2) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment with the Southern California Gas Company to extend the term through March 31, 2019, and to increase the funding allocation by $84,000, subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 14 FEBRUARY 2, 2016 1 OA -14 LAND USE MATTERS TENTATIVE PARCEL /TRACT MAPS 32A. TENTATIVE PARCEL MAP NO. 2015 -03 (COUNTY MAP NO. 2014 -141) TO SUBDIVIDE AN EXISTING PARCEL INTO TWO LOTS AT 1615 WEST POMONA STREET — BOB BEERS, APPLICANT {STRATEGIC PLAN NOS. 3, 2, 5; 5, 3, 4) - Planning and Building Agency MOTION: Confirm the Zoning Administrators action approving Tentative Parcel Map No. 2015 -03 (County Map No. 2014 -141) as conditioned. * *END OF CONSENT CALENDAR ** BUSINESS CALENDAR ITEMS RESOLUTIONS 55A. RESOLUTIONS AFFIRMING PERFORNANCE BONUS FOR CITY MANAGER AND CLERK OF THE COUNCIL AND AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR CITY MANAGER {STRATEGIC PLAN NO. 7, 4, 7) - City Manager's Office Councilmember Martinez, requested bifurcation of items and consider the Clerk of the Council matter first. MOTION: 1. Adopt a resolution. B. RESOLUTION NO. 2016 -010 - A RESOLUTION OF THE SANTA ANA CITY COUNCIL AFFIRMING THE AWARD OF A CLERK OF THE COUNCIL PERFORMANCE BONUS MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Amezcua Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) None (0) None (0) None (0) CITY COUNCIL MINUTES 15 FEBRUARY 2, 2016 1 0A -15 MOTION: Approve City Manager bonus. MOTION: Tinajero SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Reyna, Sarmiento, Tinajero (5) NOES: Martinez, Pulido (2) ABSTAIN: None (0) ABSENT: None (0) Discussion ensued on City Manager contract extension. Councilmember Martinez, concerned with the process and extending contract because it was her understanding that contract would be negotiated with options; why approve contract when it does not expire until October, 2017. Mayor Pro Tern Sarmiento, indicated that ad hoc committee worked with City Attorney to develop options for consideration before the full City Council; need to develop criteria to judge performance of all appointed officials. Councilmember Amezcua, noted that ad hoc committee requested criteria and goals to better evaluate on an ongoing basis. Councilmember Reyna, support performance bonus for City Manager; need to invest in our leadership. Councilmember Benavides, indicated that process did exist to develop contract extension; measurable improvements and goals met. Councilmember Amezcua, clarified that action is performance bonus, not raise. Councilmember Tinajero, opined that 3rd term on the City Council has allowed change to take place on the dais; have made structural changes and moved the City in the right direction. Mayor Pulido, expressed concern with process, noted that (previous) Closed Session meeting did not vote to consider contract amendment. Asked for clarifications from Clerk of the Council and City Attorney. Clerk of the Council Huizar, indicated that the Minutes of January 19, 2016 only reported a 5 -2 vote on the performance bonus with no mention of creation of an ad hoc committee to discuss contract amendment. CITY COUNCIL MINUTES 16 FEBRUARY 2, 2016 1 0A -16 City Attorney Carvalho, noted that record reflects what was legally required. Mayor Pulido, proposed amendments to contract re- language to seek to amend contract amendment to add language to make it illegal for City Manager to have a romantic relationship with existing City employee. City Attorney Carvalho, noted that it is referred to as "morality clause" and if directed by the City Council would have to negotiate language in contract and would have to be acceptable to employee. Mayor Pulido, requested consideration for substitute motion. SUBSTITUTE MOTION: Amend contract to include morality clause prohibiting and making it illegal for City Manager to have romantic relationship with City employee. MOTION: Pulido SECOND: Martinez VOTE: AYES: Martinez, Pulido (2) NOES: Amezcua, Benavides, Reyna, Sarmiento, Tinajero (5) ABSTAIN: None (0) ABSENT: None (0) *Motion failed by a 2 -5 vote. City Council considered original motion. MOTION: 1. Adopt a resolution. A. RESOLUTION NO. 2016 -011 - A RESOLUTION OF THE SANTA ANA CITY COUNCIL APPROVING AN AMENDED AND RESTATED CITY MANAGER EMPLOYMENT AGREEMENT AND AFFIRMING THE AWARD OF A PERFORMANCE BONUS. 2. AGMT NO. 2016 -021 - Approve Amended and Restated City Manager Employment Agreement. MOTION: Amezcua SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Reyna, Sarmiento, Tinajero (5) NOES: Martinez, Pulido (2) CITY COUNCIL MINUTES 17 FEBRUARY 2, 2016 1 0A -17 ABSTAIN ABSENT: None (0) None (0) *Councilmember Martinez left the meeting at 9:30 p.m. and did not return. PUBLIC HEARING 75A. PUBLIC HEARING - FINAL ENVIRONMENTAL IMPACT REPORT NO. 2015- 01, AMENDMENT APPLICATION NO. 2014 -04, GENERAL PLAN AMENDMENT NO. 2015 -03, DEVELOPMENT AGREEMENT NO. 2015 -03 AND VESTING TENTATIVE TRACT MAP NO. 2015 -03 FOR THE HERITAGE MIXED -USE DEVELOPMENT PROJECT PROPOSED AT 2001 EAST DYER ROAD — DYER 18 LLC, APPLICANT {STRATEGIC PLAN NO. 3, 2) - Planning and Building Agency At its regular meeting on October 12, 2015 by a vote of 5:0 (Nalle & Verino absent), the Planning Commission recommended that the City Council approve The Heritage project, a mixed -use development on an existing industrial site at 2001 East Dyer Road located in the Light Industrial (M -1) zoning district. The Planning Commission added a recommendation to direct the in -lieu housing fees to a project proposed by AMCAL on East First Street as permitted by Section 41- 1904(c)(3) of the recently amended Housing Opportunity Ordinance. This recommendation was not included in the Development Agreement currently before the City Council. Should the City Council decide to approve this recommendation, Council may direct staff to modify the proposed Development Agreement to reflect this language. Additionally the Planning Commission recommended that the public improvements exhibit presented to the Commission at the hearing be added to the Development Agreement. Legal Notice published in the Orange County Reporter January 22, 2016 and notices mailed on said date. Mayor Pulido opened the hearing. Planning and Building Agency, Executive Director, Hassan Haghani and Senior Assistant Planner, Vincent Fregoso presented staff report: Request of applicant • Proposal to construct mixed -use development: ■ 1,221 apartments ■ 18,000 square feet of commercial ■ 56,000 square feet of office • Request several entitlements: ■ Certification of final environmental impact report CITY COUNCIL MINUTES 18 FEBRUARY 2, 2016 1 0A -18 • General Plan amendment • Zone change • Development agreement • Vesting map Project Benefits • Reoccupy long -term vacant structure • Strong urban design with LEED Silver certification • Approximately 275 new permanent jobs to be created • General Fund revenue of approximately $1m per year ■ Public art contribution of approximately $1.5m • Contribution of nearly $10m for affordable housing Proposed Site Plan UNIT PLANS TiE MEftRAGE ' ° ""' f 4 t i _� �•1 ..M.�, >.— N �FCMPEGib ORINGE�' CITY COUNCIL MINUTES 19 FEBRUARY 2, 2016 1 0A -19 :oJ %■ Id Ifl— .m111.1 �IUaF. � •y= �666s�il���sil.— .�i�O.�q �hyIS I� y.IVF � III I' + \yppy �■�■ r v iQi ■lyyyyll�i 7 77�..Ip11 le�'� ■I nil i UNIT PLANS TiE MEftRAGE ' ° ""' f 4 t i _� �•1 ..M.�, >.— N �FCMPEGib ORINGE�' CITY COUNCIL MINUTES 19 FEBRUARY 2, 2016 1 0A -19 Landscape Plan t� I H., • Extensive open space and systems of trails planned to be installed throughout the project, with most to be within first phase. HERITAGE OPEN SPACE Fitness Trails & Plazas 131.868 SF Central Pork 45.302 SF Courtyards 60.300 SF Private Decks 64.246 SF Common Area Amenities 20.386 SF Roof Teuoces 5.200 SF Total Area 327,302 SF HERITAGE VILLAGE WILL PROVIDE OVER 7.5 ACRES OF OPEN SPACE OVER ITS 18 ACRES Final Environmental Impact Report • Draft EIR released July 2015 with PC Hearing in August 2015 • Analyzed three different project alternatives • Response to comments addresses issues raised during 45 -day public review period ■ All impacts mitigated to less than significant except air quality and transportation and traffic • Statement of overriding considerations needed due to air quality and traffic impacts Development Agreement ■ Agreement to include the following provisions: • Six year agreement with a three year extension • Allow phasing of project • Public art contribution of approximately $1,500,000 • Common open space to be built in first phase • Comply with Housing Opportunity Ordinance CITY COUNCIL MINUTES 20 FEBRUARY 2, 2016 1 OA -20 Vesting Tract Map ■ Map to allow subdivision of project into six parcels: • Four development parcels • Two common area parcels • Does not include subdivision of units for condominium purposes • Requires submittal of CC &R's for common area lots Zone Change / GP Amendment • Proposal to modify zoning of site to specific development designation • Proposal to amend General Plan Land Use designation to District Center • Specific zoning standards have been prepared for the project that are unique to the project and subject site • Staff studying area for mixed -use development as part of General Plan update Planning Commission Action: ■ Voted 5:0 to recommended that the City Council: • Certify the Final Environmental Impact Report; • Approve General Plan amendment; • Approve zone change; • Approve development agreement; and, • Approve vesting map Airport Land Use Commission: • Held meeting on October 15, 2015 • Voted 5:1 to find the project inconsistent with the AELUP • Requires a 2/3 vote to overrule ALUC determination • Assigns liability to City for future aircraft related events Recommendation • Approve certification of Final Environmental Impact Report No. 2015 -01, adopt statement of overriding considerations and approve mitigation monitoring and reporting program; • Adopt a resolution approving General Plan Amendment No. 2015 -03; • Adopt an ordinance approving Amendment Application No. 2014 -04; • Adopt a resolution approving Development Agreement No. 2015 -03; • Adopt a resolution approving Vesting Tentative Tract Map No. 2015 -03; and, • Adopt a resolution finding the project consistent with the State Aeronautics Act The following addressed the City Council on the matter: • Pamela Sapetto, representing SIRES, thanked staff for efforts to bring project forward. Councilmember Tinajero motioned to approve, seconded by Councilmember Amezcua. CITY COUNCIL MINUTES 21 FEBRUARY 2, 2016 1 OA -21 City Attorney Carvalho, requested consideration of California Environmental Quality Act (CEQA) resolution separately. MOTION: 1. Adopt a resolution. A. RESOLUTION NO. 2016 -012 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING FINDINGS AND A STATEMENT OF OVERRIDING CONSIDERATIONS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT; CERTIFYING FINAL ENVIRONMENTAL IMPACT REPORT NO. 2015 -01; ADOPTING THE MITIGATION MONITORING PROGRAM; APPROVING GENERAL PLAN AMENDMENT NO. 2015 -03; AND, APPROVING VESTING TENTATIVE TRACT MAP NO. 2015 -03 AS CONDITIONED FOR THE PROPERTY LOCATED AT 2001 EAST DYER ROAD MOTION: Tinajero SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) Councilmember Amezcua, motioned to approve resolution and (introduce) two ordinances, seconded by Councilmember Tinajero. MOTION: 1. Adopt a resolution. B. RESOLUTION NO. 2016 -013 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA OVERRULING THE DETERMINATION BY THE AIRPORT LAND USE COMMISSION OF THE COUNTY OF ORANGE OF INCONSISTENCY OF THE PROPOSED HERITAGE MIXED USE DEVELOPMENT PROJECT, 2001 EAST DYER ROAD, WITH THE CURRENT ORANGE COUNTY AIRPORT LAND USE PLAN, WITH SUPPORTIVE FINDINGS 2. Place ordinances on first reading and authorize publication of titles. A. ORDINANCE NO. NS -2892 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING THE HERITAGE PROPERTY LOCATED AT 2001 EAST DYER ROAD FROM LIGHT CITY COUNCIL MINUTES 22 FEBRUARY 2, 2016 1 OA -22 INDUSTRIAL (M -1) TO SPECIFIC DEVELOPMENT NO. 88 (SD -88) (AA NO. 2014 -04) AND ADOPTING SPECIFIC DEVELOPMENT NO. 88 (SD- 88) FOR SAID PROPERTY B. ORDINANCE NO. NS -2893 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DEVELOPMENT AGREEMENT FOR THE PROPERTY LOCATED AT 2001 EAST DYER ROAD, BETWEEN THE CITY OF SANTA ANA AND HERITAGE VILLAGE OC, A DELAWARE CORPORATION MOTION: Amezcua SECOND: Tinajero VOTE: AYES: NOES: ABSTAIN: ABSENT: Council discussion en Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) None (0) None (0) Martinez (1) sued on last item for consideration. Mayor Pro Tern Sarmiento, noted that last item on the recommendations was to amend the development agreement to include the in -lieu fees, as recommended by Planning Commission. City Attorney Carvalho, indicated that if it was Council desire to draft the language and negotiate with the developer, she can do that. Mayor Pro Tern Sarmiento motioned to approve, seconded by Councilmember Benavides. Councilmember Reyna, asked for clarification that affordable units will be built as part of another development. Planning and Building Executive Director Haghani, confirmed and noted that Planning Commission had made the recommendation, although the Planning Commission has not considered the project that funds would be earmarked; the housing opportunities ordinance provides for the developer to express preference to earmark in -lieu fees for certain project, but not obligatory. Also, if Council approves option #7 on the agenda report those provisions are not included in the drafted documents but additional action will be required. Councilmember Reyna, clarified that option #7 would allow staff to negotiate with developer, but matter would be agendized for Council consideration in the future. CITY COUNCIL MINUTES 23 FEBRUARY 2, 2016 1 OA -23 City Attorney Carvalho, summarized Planning Commission's desire to add requirement that in -lieu fees be earmarked, but not part of staff's recommendation and need City Council direction. Councilmember Reyna, asked if other cities have managed the in -lieu fees in the same manner. City Attorney Carvalho, indicated that there are other cities, but the difference is that the money are available and not projected, as this is the case. Planning and Building Executive Director Haghani, noted that most practiced approach is in -lieu fees directed to account and Housing Authority uses same as any other resource — sole source or not. City Manager Cavazos, noted that developer and Planning Commission are recommending action. Mayor Pro Tern Sarmiento, stated that he was aware of other cities that have in- lieu fees with sole source projects; city amended the housing opportunity ordinance to allow developer discretion. Developer Ryan Olgunik, noted that AMCAL is high performance company and urge in -lieu fees to be used for project on First Street, between Grand and 5 Freeway. Mayor Pro Tern Sarmiento, rezoning light- industrial to mixed -use residential in proposed First Street Project is good public policy; area has already been identified in the Housing Element; will support under - performing areas. Ryan Olgunik, noted that their development project is first to apply inclusionary housing opportunity ordinance. Mario Turner, representative for AMCAL, indicated that surrounding cities have inclusionary fees. Mayor Pulido, expressed support for project; will revitalize area. Councilmember Benavides, commended staff for their efforts in past couple of years; excited about mixed use project; pleased with other AMCAL projects in the community; asked status of First Street project status; also, asked how much HOME funding available per year. Planning and Building Agency Executive Director Haghani, noted that project received and being reviewed by case planner; working with developer on design details. Community Development Agency Executive Director Reenders, noted that federal funding vary; HOME funds this year are approximately $1.6 million and CDBG approximately $500,000, in addition to inclusionary funds. CITY COUNCIL MINUTES 24 FEBRUARY 2, 2016 1 OA -24 Mario Turner, requested approval of project in concept. City Attorney Carvalho, noted that if matter as proposed by the Planning Commission would allow staff to work with developer in amending the development agreement. Community Development Agency Director Reenders, stated that when project before the City Council for consideration will include subsidy layer report and analysis. City Attorney Carvalho, summarized option in the agenda report for consideration. Mayor Pro Tern Sarmiento, indicated that it was important to work out the timing, funding; project is not unprecedented; asked City Manage to lead efforts. William Devyn, Attorney for the Developer, indicated that they are opposed to amending the development agreement (with Dyer 18 LLC), instead would like to work with City to come up with proposal to direct funds and return to City Council for approval is acceptable. Suggested motion for City Council consideration. City Manager Cavazos, noted that matter would be brought back to City Council for consideration. SUBSTITUTE MOTION: 3. Direct City Manager to lead discussions with developer on proposal for City Council consideration as to the affordable housing project to receive in -lieu fees. MOTION: Reyna SECOND: Benavides VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) JOINT SESSION OF THE CITY COUNCIL AND THE HOUSING AUTHORITY CITY COUNCIL MINUTES 25 FEBRUARY 2, 2016 1 OA -25 80A. APPROPRIATION ADJUSTMENT — FAMILY SELF- SUFFICIENCY PROGRAM ENABLES FAMILIES ASSISTED VIA THE HOUSING CHOICE VOUCHER PROGRAM INCREASE INCOME AND REDUCE DEPENDENCY ON RENTAL ASSISTANCE {STRATEGIC PLAN NO. 5, 3) MOTION: Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2016 -076 - Recognizing an additional $103,787 of U.S. Department of Housing and Urban Development's Family Self - Sufficiency Program funds awarded to the Housing Authority of the City of Santa Ana in the revenue account and appropriating the same in the expenditure accounts. MOTION: Amezcua SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) CITY COUNCIL RECESSED AT 10:15 P.M. TO THE HOUSING AUTHORITY MEETING; FOLLOWED BY SUCCESSOR AGENCY MEETING AT 10:16 P.M. AND RECONVENED THE CITY COUNCIL MEETING AT 10:17 P.M. WITH SAME MEMBERS PRESENT. COMMENTS 90A. CITY MANAGER'S COMMENTS • Noted that successful meeting held with rating agency, Standard and Poor; look forward to credit rating; thanked City Council for leadership. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Tinajero: • Thanked City Manager for efforts and congratulated him on contract extension. CITY COUNCIL MINUTES 26 FEBRUARY 2, 2016 1 OA -26 Mayor Pro Tem Sarmiento: • Noted that Citizenship Fair, in partnership with Public Law Center and OCCORD, scheduled on April 9, 2016 at Southwest Senior Center; encouraged all to exercise right to vote; • Thanked speakers for addressing City Council on ICE contract; and • Asked staff for advance notice on sensitive matters, better collaboration amongst City departments and mindful of public's money. Councilmember Amezcua: • Thanked staff for tonight's meeting; • Wished all a Happy Valentine's Day; and • Concerned with lack of advance notice on Santiago Creek clean -up efforts. Councilmember Reyna: • Wished mother a Happy 80th Birthday! Councilmember Benavides: • Congratulated Mrs. Reyna on her 80th birthday; • Thanked community for comments at tonight's meeting; • Encourage residents to sign up to received notifications from the City through Nixle and use applications to report graffiti; and • Urged all to support our local economy and shop Santa Ana. Mayor Pulido: • Noted that U.S. President Barack Obama would be approving federal budget on February 9th ; hope that OC Streetcar funding in the amount of $125 million would be included. ADJOURNED- 10:29 p.m. - The next meeting of the City Council is scheduled for Tuesday, February 16, 2016 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. Adjourned in Memory of former Santa Ana Firefighter Miguel "Mike" Diaz Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Community Engagement Program • General Plan Update CITY COUNCIL MINUTES 27 FEBRUARY 2, 2016 1 OA -27 1 OA -28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: ORDINANCES - SECOND READING: APPROVE AMENDMENT APPLICATION NO, 2014 -04 FOR SPECIFIC DEVELOPMENT NO. 88 (SD -88) AND DEVELOPMENT AGREEMENT NO. 2015 -03 AS AMENDED FOR THE HERITAGE MIXED -USE DEVELOPMENT PROJECT — 2001 EAST DYER ROAD (STRAT PLAN N!� 1) CITY MAN GER RECOMMENDED ACTION Place ordinances on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On February 2, 2016, the following Ordinances were introduced for first reading and City Council authorized publication of title by a vote of 6 -0 (Martinez absent): ORDINANCE NO. NS -2892 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING THE HERITAGE PROPERTY LOCATED AT 2001 EAST DYER ROAD FROM LIGHT INDUSTRIAL (M -1) TO SPECIFIC DEVELOPMENT NO. 88 (SD -88) (AA NO. 2014 -04) AND ADOPTING SPECIFIC DEVELOPMENT NO. 88 (SD -88) FOR SAID PROPERTY ORDINANCE NO. NS -2893 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DEVELOPMENT AGREEMENT FOR THE PROPERTY LOCATED AT 2001 EAST DYER ROAD, BETWEEN THE CITY OF SANTA ANA AND HERITAGE VILLAGE OC, A DELAWARE LIMITED STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). 11 A -1 Ordinances — Second Reading: The Heritage Mixed -Use Development Project 2001 East Dyer Road February 16, 2016 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Maria D. Huizar, / Clerk of the Council EXHIBITS: 1. Ordinance No. NS -2892 2. Ordinance No. NS -2893 11 A -2 ORDINANCE NO, NS- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING THE HERITAGE PROPERTY LOCATED AT 2001 EAST DYER ROAD FROM LIGHT INDUSTRIAL (M -1) TO SPECIFIC DEVELOPMENT NO. 88 (SD -88) (AA NO. 2014 -04) AND ADOPTING SPECIFIC DEVELOPMENT NO. 88 (SD -88) FOR SAID PROPERTY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. Amendment Application No. 2014 -04 has been filed with the City of Santa Ana to change the zoning district designation of certain real property located at 2001 East Dyer Road from Light Industrial (M -1) to Specific Development No. 88 (SD -88), The Specific Development No. 88 zoning district (SD -88) would allow the development of The Heritage mixed -use development project, which would include 1,221 apartment homes, 12,675 square feet of retail commercial space, and 5,415 square feet of restaurant space on an 18.84 acre parcel of land. B. The Planning Commission of the City of Santa Ana held a duly noticed public hearing on October 12, 2015, on Amendment Application No. 2014 -04 and decided to recommend that the City Council adopt an ordinance approving Amendment Application No. 2014 -04, which is consistent with the General Plan, as amended by General Plan Amendment No. 2015 -03. C. This City Council, prior to taking action on this ordinance, held a duly noticed public hearing on February 2, 2016. D. The City Council also adopts as findings all facts presented in the Request for Council Action dated February 2, 2016 accompanying this matter. E. For these reasons, and each of them, Amendment Application No. 2014 -04 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. 11 A -3 Section 2. The City Council has reviewed and considered the information contained in Final Environmental Impact Report No. 2015 -01 prepared with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Final Environmental Impact Report No. 2015 -01 meets all requirements of CEQA. Section 3. The real property located at 2001 East Dyer Road in Santa Ana is hereby reclassified from Light Industrial (M -1) to Specific Development No. 88 (SD -88). 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. Specific Development No. 88 (SD -88) attached hereto as Exhibit B and incorporated by this reference as though fully set forth herein is approved and adopted in its entirety. Section 5. This ordinance shall not be effective unless and until Resolution No. 2015- (FEIR No. 2015 -01; GPA No. 2015 -03; and, VTTM No. 2015 -03) and Ordinance No. 2015- _ (Development Agreement No. 2015 -03) are adopted and become effective. If said resolution and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. Section 6. 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 11 A -4 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By; z L — t- —1 Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No, NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2016, 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 Exhibit A Sectional District Map 11 A -6 L �FAv 15 ® DYER RD (A � / rT_rr i i F\ \ •r\ \ yi Santa Ana Zoning Designations 1 Description At General AgricWlural DT DowNo. R4 Suburban Apanm rd C1 Commuriy Cpmneraal GC Gowpmrent Center RE Residential Estate CI -MD Commiiuiy Commarcial - Museum District Mt Light Industrial SD Specific Development C2 General CommsrciM M2 Heavy ktlustrial SP Specific plan C4 Planted Shopping Center 0 Open Space TV Tramit Village CS Adedal Commercial P professional UC Urban Center CDR Corridor Rt Sirigle-Famly Residence UNt Urban Neighborhood1 CR Commercial Residential R2 Tiw- Farnily Residence UN2 Urban Neighborhood GSM Saulh Main StreetCommercral District R7 Multi ple�artily Residence 0 500 Feet EXHIBIT A 11 A -7 Exhibit B Specific Development No. 88 (SD -88) 11 A -8 SPECIFIC DEVELOPMENT PLAN NO. 88 The Heritage SECTION I — APPLICABILITY OF ORDINANCE The Specific Development zoning district No, 88 (SD -88) for The Heritage project site is authorized by Chapter 41, Division 26 Section 41 -593 et seq, of the Santa Ana Municipal Code, SD No. 88 contains the specific standards and regulations contained in the residential and commercial districts, as herein amended, for the purpose of establishing land use regulations and standards. All other applicable chapters, articles, and sections of the Santa Ana Municipal Code are in effect unless superseded by regulations contained in this ordinance. SECTION 2 — PURPOSE The Specific Development Plan No. 88 for The Heritage nixed -use development consists of standards and regulations established for the purpose of protecting the health, safety, and general welfare of the people of the City of Santa Ana by promoting and enhancing the value of property and encouraging the orderly development of the property. The Heritage Mixed Use Specific Development Plan No. 88 (SD -88) sets forth the development and design criteria for a development consisting of approximately 18.84 acres. The purpose of this specific development plan is to permit flexibility in site planning and design to respond to market conditions while assuring high quality development, Specific Development Plan No. SD -88 specifically establishes for the property the following: Permitted uses. • Development standards, including building height limits, required setbacks, parking requirements, landscaping provisions and enforcement policies. Public Park requirements • Maximum development intensity, Dii ec Lly es The objectives of The Heritage, mixed -use specific development plan include provision of the following: I . Development of a mixed -use project within a major freeway corridor. 2. Promotion of the City's image as a regional activity center. 3. Pedestrian access between commercial uses and residential neighborhoods which are in close proximity. EXHIBIT B Page 'I of 6 11 A -9 4. A clean and safe environment for the City's residents, workers and visitors. 5. Pedestrian friendly and walkable streets between the residential, commercial and office uses, thereby reducing the use of vehicles. 6. A visually harmonious development as viewed both internally and externally. 7. Flexibility in development in response to market conditions while achieving overall City and community goals. SECTION 3 — Uses permitted in Specific Development No. 88 The following uses are permitted in the SD -88 district: (a) Multiple- family dwellings (b) Live /work lofts (c) Retail and service uses (d) Restaurants, cafes and eating establishments (e) Office uses (t) Other uses as deemed compatible by the Planning Manager or designee SECTION 4 — Uses subject to a conditional use permit in Specific Development No. 88 (a) Establishments open at any time between the hours of 12:00 a.m. and 7:00 a.m. (b) Establishments selling alcoholic beverages (c) Laundromats SECTION 5 — Maximum permitted building intensity The maximum authorized building intensity for The Heritage is 2,209,227 gross square feet (including the parking garages) or 1,495,301 square feet (exclusive of the parking garages) for the mixture of uses in the project. The maximum number of residential units for the project is 1,221, The maximum allowable office area is 56,000 gross square feet. The maximum square footage for the retail and restaurant components is limited to '18,090 gross square feet. SECTION 6 — Minimum lot area in Specific Development No. 88 Developable lots for the project shall have a minimum lot area of 1.66 acres. Page 2 of 6 11A -10 SECTION 7 — Minimum street frontage in Specific Development No. 88 Developable lots shall have a minimum street frontage of at least 200 feet. SECTION 8 — Building height in Specific Development No. 88 No stricture shall exceed 100 feet in height, as measured from the lowest adjacent grade of a structure to the top of the structure. SECTION 9 — Lot coverage in Specific Development No. 88 No more than 60 percent of the lot shall be covered by strictures, SECTION 10 —Development standards in Specific Development No. 88 The Heritage development shall be built as shown on the approved project plans included as attachments to the SD. The plans shall govern in the event there is a conflict between the SD with the project plans. In addition, the following standards are applicable to the project: (a) Setbacks. (1) A minimum setback of 20 feet shall be provided between the property line and buildings on Redhill Avenue (2) A minimum setback of 12 feet shall be provided between the property line and buildings on Dyer Road. (3) A minimum setback of 10 feet shall be provided along the northern and western internal property lines (4) A minimum 10 foot setback shall be provided the property line and buildings fronting an interior street (b) Parking and Circulation. The minimum off -street parking requirements for the project are as follows: 1) A total of 1.71 parking spaces per unit 2) One guest space for every 10 unit 3) One space per 200 square feet for retail and restaurant uses 4) One space per 550 square feet for office uses (c) Pedestrian Walkways and Open Space. The project will provide a public park, trails and similar open spaces at a minimum of six acres. The Pedestrian paseos and walkways shall be provided as shown on approved plan. Page 3 of 6 11A -11 (d) Walls /Fences. A solid block wall with a minimum height of eight feet shall be constructed along the north and west property lines. (e) Landscapine Detailed landscaping plans shall be submitted to and be approved by the City of Santa Ana Planning Division prior to issuance of a building permit and installed as required in the approved phasing plan. The landscape plan shall include approximately 31 percent (31 5,456 square feet) of open space (courtyards, common area amenities, roof terraces and perimeter plazas and open space) within the ,project site including the Central Park with an outdoor theatre and putting green and Par Course/Walking Trail located along the northerly end of the site. Private open space recreation and amenities for residents shall include a resort style saltwater pool and spa, private cabanas, fire pits, dog park with washing stations, outdoor barbeque and lounges, fitness area, community center with billiards, shuffleboard, table tennis, kitchen demonstration area for cooking classes and a screening room, tennis and basketball courts and children's play area. Each building shall have a common area rooftop deck with outdoor kitchen and seating areas. (f) Architectural and Design Features. (1) Exterior materials. Exterior materials and finishes for the project shall comply with the approved materials board submitted for the project. All trash enclosures and similar ancillary structures shall match the texture, material and color of the building. (2) Flardscape materials. Enhanced paving materials shall be installed at the driveway entrances, the project main entrance and the public park area. The actual paving materials shall be approved by the Planning Division. (3) Lighting standards /fixtures. The light fixtures are to integrate design elements of the building and landscape architecture. Lighting is to be designed to confine the direct rays of the artificial lighting within the boundaries of the development. Specifications of light standards /fixtures and photometrics plan shall be submitted to Planning Division for approval. (4) Gateway clement, A monument or similar design feature identifying an entry point or gateway into Santa Ana shall be installed. Page 4 of 6 11A -12 SECTION I I — Signage standards in Specific Development No. 88 Lots in the SD No. 88 zoning district shall comply with the following standards: (a) Signage shall comply with the standards set forth in sections 41 -850 through 41 -1000 of the SAMC, with the exception of the standards identified below. (b) A comprehensive sign program shall be submitted for review and approval by the Planning Division. The sign program may include creative Signage where the sign proposal is not consistent with existing Code provided it is designed to complement the form and function of the building and contributes to the aesthetics of the project. SECTION 12 — Landscape standards for Specific Development No. 88 In the SD No. 88 zoning district, all yards shall be landscaped. The site shall comply with the landscape plans included as an exhibit to the SD. In addition, the landscape plans shall comply with the following minimum requirements: (a) Front /side yard facing a street: (1) Two 24 -inch box canopy trees, (2) All trees shall be double- staked. (3) Six five - gallon size shrubs and 10 one - gallon size herbaceous perennials /shrubs as a foundation planting. (4) Turf or acceptable dry climate ground cover: i. Turf shall be drought tolerant variety and planted as sod or hydroseed. ii. Ground cover shall be well - rooted cuttings fiom flats and planted at appropriate spacing for that particular plant material. (b) Irrigation systems: (1) A pop -up sprinkler type irrigation system shall be provided for all yards (2) The use of "xcriphytic" or dry climate type plant materials is encouraged. Irrigation systems may require special fittings to properly water dry climate plantings. Page 5 of 6 11A -13 (c) Screening; (1) All meters shall be appropriately screened from public view with trellis work and vines or a hedge type slu-ub or they shall be incorporated into the stricture. (2) Any enclosed structure for utilities must not encroach into any required setback. (d) Maintenance: (1) All plant material shall be maintained per section 41 -609 of the Santa Ana Municipal Code. Page 6 of 6 11A -14 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DEVELOPMENT AGREEMENT FOR THE PROPERTY LOCATED AT 2001 EAST DYER ROAD, BETWEEN THE CITY OF SANTA ANA AND HERITAGE VILLAGE OC, A DELAWARE LIMITED LIABILITY COMPANY 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 Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. This Development Agreement came before the Planning Commission for a duly noticed public hearing on October 12, 2015. At that hearing, the Planning Commission recommended that the City Council approve said Development Agreement. D. Entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owner of The Heritage to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. 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 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, prior to taking action on this ordinance, held a duly noticed public hearing on February 2, 2016. G. Final Environmental Impact Report No. 2015 -01, including the Findings of Fact, Statement of Overriding Considerations, and Mitigation Monitoring Program, have Ordinance No. NS -XXX Page 1 of 4 11A -15 been prepared and certified by this City Council by resolution simultaneously with the introduction of this ordinance. H. The proposed project will not adversely affect the General Plan, as amended by General Plan Amendment No. 2015 -03, as is expressly set forth in the Request for Council Action dated February 2, 2016, together with all supporting documents, including but not limited to, proposed resolutions, which are incorporated herein by this reference. Section 2. The Development Agreement, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, 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 Development Agreement to be recorded with the County Recorder's Office. Section 3. This ordinance shall not be effective unless and until Resolution No. 2015- (FEIR No. 2015 -01; GPA No. 2015 -03; and, VTTM No. 2015 -03) and Ordinance No. 2015- (AA No. 2014 -04) are adopted and become effective. If said resolution and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. 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 2016. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: ✓t� i c Cam" ��`' Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor 11A -16 Ordinance No. NS -XXX Page 2 of 4 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 , 2016 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 11A -17 Ordinance No. NS -XXX Page 3 of 4 EXHIBIT A DEVELOPMENT AGREEMENT Ordinance No. NS -XXX Page 4 of 4 11A -18 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code §§ 6103 and 27383 RECORDING REQUESTED BY AND 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 92702 DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA HERITAGE VILLAGE OC, LLC, Dated: FEBRUARY 2, 2016 11A -19 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND HERITAGE VILLAGE OC, LLC, a Delaware limited liability company This DEVELOPMENT AGREEMENT is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ( "City") and Heritage Village OC, LLC, a Delaware limited liability company ( "Owner "). The City and Owner are referred to jointly within this Development Agreement as the "Parties" and individually as a "Party." RECITALS. The Development Agreement is entered into with reference to the following facts: 1.1 The Property. The real property which is the subject of this Development Agreement is located at 2001 East Dyer Road in Santa Ana, California ("Property"). The Property is more particularly described in Exhibits A and B to this Development Agreement. The Property is an 18.84 acre parcel that is located at the northwesterly corner of East Dyer Road and Red Hill Avenue. The property contains a single building approximately 355,000 square feet in size that was constructed in 1972. The building is currently occupied by a variety of uses, including a data center that is occupying approximately 10,000 square feet, and various temporary uses utilizing a small portion of the existing warehouse space. Approximately 430 parking spaces are currently on -site. Regional access to the project site is generally provided via State Route 55 at the Dyer Road exit. Access to the project site is provided by Red Hill Avenue and Dyer Road, the latter of which becomes Barranca Parkway in the City of Irvine. The project site is located within the City of Santa Ana limits; however it is adjacent to the Cities of Irvine and Tustin. Areas across from Red Hill Avenue (to the east) are within the City of Tustin and are part of the former Tustin Marine Corps Air Station, now known as the Tustin Legacy. Areas across from Dyer Road (to the south) are in the City of Irvine within the Irvine Business Complex. 1.2 Purpose of this Development Agreement. (a) The purpose of this Development Agreement is to facilitate the development of the Property. (b) Owner's proposed project would redevelop the project site to provide three mixed used buildings that would provide 1,221 multi- family apartments, 12,675 square feet of retail commercial space and 5,415 square feet of restaurant space. The existing 355,000 square foot officelwarehouse building would be reduced in size by removing the warehouse portion of the structure to provide a two- 11A-20 story 56,000 square foot office building and a 102 space surface parking lot. The exterior of the office building would be renovated to be consistent with the proposed architectural design of the new mixed -use buildings. The existing office portion of the structure provides 36,000 square feet of employee generating space and 20,000 square feet of data center use that contains only computer equipment. (c) The residential units would range in size from 512 square foot studios to 1,290 square foot one- bedroom and two - bedroom units. Three parking structures would also be developed, one structure for each mixed -use building, The proposed project includes both public and private (for residents) open space and recreational facilities on the project site. A 1.01 acre public central park, including various amenities, would be developed and would connect to open space areas along the northern and eastern boundaries. In addition, approximately 327,302 square feet of private open space, as well as private recreation amenities would be provided for residents. 1.3 Code Authorization. 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 development certainty for both the City and Owner in the development process. City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies. The Parties acknowledge: (a) This Development Agreement is intended to assure adequate public facilities at the time of development. (b) This Development Agreement is intended to assure development in accordance with City's General Plan, and any applicable Specific Plans. (c) This Development Agreement will permit achievement of goals and objectives as reflected in the City's General Plan, and any and all applicable Specific Plans. (d) Owner is required by existing City regulations to provide mitigation for certain identified impacts and pay certain regulatory fees as conditions of approvals through the regulatory process. (e) This Development Agreement 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. 11 A -21 (f) Many of the extraordinary and significant benefits identified as consideration to City for entering into this Development Agreement are of regional significance, relate to existing deficiencies in public facilities, require Owner to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. 1.4 Ownership, Owner represents and warrants that it has a legal or equitable interest in the Property. 1.5 Interest of Owner. Owner represents that it has approved this Development Agreement and is authorized to enter into this Development Agreement. 1.6 Public Hearings. The Development Agreement was the subject of the following public hearings: (a) Planning Commission, On October 12, 2015, the Planning Commission, after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Owner's application for this Development Agreement and the environmental documentation evaluating the potential impacts of the proposed project. (b) City Council. On February 2, 2016, the City Council, after providing notice as required by law, held a public hearing to consider Owner's application for this Development Agreement and the proposed project. (c) Environmental Analysis. Before approving this Development Agreement, the Planning Commission and the City Council reviewed the Environmental Impact Report, and the City Council certified Final Environmental Impact Report No. 2015 -01. 1.7 City Council Findings. The City Council finds that this Development Agreement is consistent with the General Plan, as amended by General Plan Amendment No. 2015 -03, applicable specific plan(s), applicable zoning regulations, and all other applicable ordinances, plans, policies and regulations of the City. 1.8 City Ordinance. On February 2, 2016, the City Council adopted Ordinance No. NS- approving this Development Agreement. That ordinance becomes effective thirty (30) days after the date of adoption. 2. DEFINITIONS. In this Development Agreement, unless the context otherwise requires: 11 A -22 2.1 "Applicable Rules" means all rules, regulations, ordinances and official plans and policies of the City in force as of the Effective Date, as included within the Santa Ana Municipal Code ( "SAMC "), Specific Development Plan No. 88 as adopted by Amendment Application No. 2014 -04, this Development Agreement and the Entitlements, as defined below. 2.2 "Effective Date" means March 17, 2016, the date upon which the ordinance approving the Development Agreement becomes effective. 2.3 "Entitlements" means this Development Agreement No. 2015 -03, Final Environmental Impact Report No. 2015 -01, General Plan Amendment No. 2015 -03, Vesting Tentative Tract Map No. 2015 -03, Amendment Application No. 2014 -04, and any changes to these to which Owner has consented in writing. 2.4 "Owner" means Heritage Village OC, LLC, a Delaware limited liability company. 2.5 "Project" is the development on the Property of a 1,221 -unit multiple family residential apartment development, 12,675 square feet of retail commercial space, and 5,415 square feet of restaurant space, as generally set forth in the Entitlements. 2.6 "Property" means the real property described in Exhibit A and referred to in Exhibit B. 17 "Public Art" is defined in Section 5.1.7. 2.8 "Public Art Fee" is defined in Section 5.1.7. 2.9 "Public Art Plan" is set forth in Exhibit C to this Development Agreement. 2.10 "Reserved Powers" means the rights and authority excepted from this Development Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved Powers include the power to enact and implement rules, regulations, ordinances and policies after the Effective Date that are not in conflict with the Applicable Rules or that may be in conflict with the Applicable Rules, but: (a) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health and /or safety; (b) are Uniform Codes; (c) are required to comply with mandates under state and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) or to comply with a court order or judgment of a state or federal court; or (d) relate to increases in development impact fees occurring after the Effective Date. 2.11 "Uniform Codes" means those building, electrical, mechanical, fire and other similar regulations which are based on recommendations of a multi- 11 A -23 state professional organization and become applicable throughout the City, such as, but not limited to, the California Building Code, the California Electrical Code, the California Mechanical Code, or the California Fire Code (including those amendments to the promulgated Uniform Codes which reflect local modification to implement the published recommendations of the multi -state organization and which are applicable City- wide). 2.12 "Utility Release" means the formal approval of the City Building Department, following its inspection, that residential unit(s) may be released for initial connection to the electrical power system, water service system, gas service system, and sanitary sewer system. Utility Release(s) do not include temporary utility service provided to any structure during construction. 3. EXHIBITS. The following documents referred to in this Development Agreement are attached to this Development Agreement and are identified as follows; Exhibit Designation Description Referred to in Section A Property Legal Description 1.1, 2.6 B Property Graphical Description 1.1 C Public Art Plan 2.g, 5.1.7 4. GENERAL PROVISIONS. 4.1 Term of Development Agreement ( "Term "). This Development Agreement shall have a six (6) year term beginning on the Effective Date of March 17, 2016, and ending on March 17, 2022, The Term shall be automatically extended for an additional three (3) years if Phase 1 and Phase 2 are deemed complete. In order to be deemed complete, all permits must have been finalized, utilities should have been released and a Certificate of Compliance must have been issued for Phase 1 and Phase 2. If a building permit has not been issued for Phase 3 prior to the end of the initial 6 year term of the Development Agreement, the architectural, fagade treatment and landscaping plans for Phase 3 shall be subject to Staff level design review prior to issuance of the building permit for Phase 3 to determine whether the exterior design needs any updating. Should updates be required by the Executive Director, the Owner shall prepare plans accordingly, which may be administratively approved by the Director. The Executive Director shall also have the authority to approve any necessary minor modifications to the project requested at the time of the Term extension. Any dispute pertaining to any extension shall be 11 A -24 brought before the Planning Commission for review and City Council for final determination. 4.2 Assignment. Owner shall have the right to transfer or assign the Property, in whole or in part, to any person, entity (public or private), partnership, joint venture, firm or corporation at any time during the term of this Development Agreement; provided, however, the rights of Owner under this Development Agreement may not be transferred or assigned unless the written consent of the City Council is first obtained, and any transfer or assignment of the rights under this Development Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Development Agreement, if the City grants written consent to transfer the rights. Nor shall the rights of the Owner hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer of the rights under this Development Agreement shall be wholly void and of no force and effect unless such written consent thereto be obtained from the City Council. A transfer or assignment of the rights under this Development Agreement without the consent of the City Council shall not relieve Owner of any accrued duty, obligation or liability to City, No consent shall be required for sale of units to condominium unit buyers. During the term of this Development Agreement, any approved assignee or transferee of the rights under this Development Agreement shall observe and perform all of the duties and obligations of Owner contained in this Development Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Development Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them in accordance with the provisions of this Development Agreement. Upon assignment or transfer of the rights of Owner under this Development Agreement, the obligations of Owner and the transferee or assignee shall be joint and several. Should the Project be developed as or later converted to condominiums, individual condominium unit buyers shall not have any liability or obligation pursuant to this Development Agreement, 4.2.1 Permitted Assignments. The prohibition against transfer of ownership of the Property as defined in section 4.2 above, shall not apply to, and the City hereby consents to the following: a. Transfers to associations, including limited partnerships, limited liability companies, or joint ventures with other entities for the 1 11 -25 purpose of performing the Owner's obligations under this Agreement, provided Owner may be in common control with the transferee or retains primary operational and managerial control of the transferee so long as the Owner retains at least 51 % interest at all times. b. Easements or temporary permits to facilitate the development of the Property. c. Deeds of trust or other financing documents executed for the purpose of securing loans to Owner made to finance development of the Property, and transfers to any person or entity pursuant to a foreclosure or deed in lieu of foreclosure of such deed of trust or other, similar financing documents and any subsequent transfer by any such person or entity. 4.3 Amendment or Cancellation of Development Agreement. This Development Agreement may be amended from time to time or cancelled by the mutual consent of the Parties, but only in the manner required by Government Code Section 65868. 4.4 Enforcement. Notwithstanding Government Code Section 65865.4, this Development Agreement is enforceable by either Party in any manner provided by law. The remedies provided in Section 7.4 shall not include, and City shall not be liable for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this Development Agreement. 4.5 Indemnification by Owner. Owner agrees to and shall indemnify, defend (through its own counsel) and hold City, its officers, agents, employees, consultants, and representatives harmless from liability for damages, attorney's fees, restitution, judicial or (to the extent legally possible) equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from construction activities with respect to the Project by the Owner or their contractors, subcontractors, agents, employees, or other persons acting on their behalf. Owner further agrees to indemnify, defend (through its own counsel) and hold City, its officers, agents, employees, consultants, and representatives harmless from any Litigation, as hereinafter defined. For purposes of this paragraph, "Litigation" shall mean any lawsuit, action or cross - action, challenging the validity of this transaction, the Project as defined in Section 2.5, or any portion thereof or the rights of either party hereunder and /or the rights of either party to engage in the acts and transactions contemplated by this Development Agreement. Notwithstanding any other provision of this Development Agreement, this indemnity and duty to defend shall be limited as follows: 7 11 A -26 (a) In the event of any Litigation the parties agree to affirmatively cooperate in defending said action. (b) Owner shall have approval of any settlement if, (i) it will affect Owner's project, or (ii) Owner will be required to pay (or reimburse) any amounts (regardless of type) in connection with the settlement (including attorney's fees and costs). (i) If City determines to settle over Owner's objections, then Owner may upon thirty (30) days written notice terminate defense of the action. (ii) If City rejects a settlement offer that Owner deems reasonable, then Owner may upon thirty (30) days written notice terminate defense of the action. (c) Owner shall be allowed to terminate its defense if it determines to abandon defense of its project application; provided, however, that in such circumstance Owner shall be solely liable for award, if any, of costs or attorney's fees to plaintiff /petitioner incurred prior to the effective date of termination. 4.6 Binding Effect of Development Agreement, To the extent not otherwise provided in Section 4.2 of this Development Agreement, the burdens of this Development Agreement bind, and the benefits of the Development Agreement inure, to the parties' successors in interest, transferees and assigns. 4.7 Relationship of the Parties. The contractual relationship between City and Owner arising out of this Development Agreement is one of independent contractor and not agency. This Development Agreement does not create any third party beneficiary rights. 4.8 Notices. Any notice, tender, demand, delivery, or other communication pursuant to this Development 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: If to City, to: City Manager City of Santa Ana 20 Civic Center Plaza M -31 P.O. Box 1988 Santa Ana, California 92702 11 A -27 and City Attorney, City of Santa Ana 20 Civic Center Plaza M -29 P.O. Box 1988 Santa Ana, California 92702 If to Owner, to: Heritage Village OC 1945 Port Chelsea Place Newport Beach, CA 92660 Attention: General Counsel BE Allen Matkins 1900 Main Street, 5'" Floor Irvine, CA 92614 Attention: William R. Devine 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 telefacsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OF THE PROPERTY 5.1 City Obligations. In consideration for Owner entering into this Development Agreement and performing its obligations hereunder, and in order to effectuate the purposes and intentions set forth in this Development Agreement and the Development Agreement Act, the City hereby agrees during the Term as follows: 5.1.1 Vested Right to Develop. Owner is hereby granted the vested right to develop the Project subject to the terms and 11 A -28 conditions of the Applicable Rules and the Reserved Powers. 5.1.2 Non - Application of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in the General Plan, zoning ordinance, subdivision ordinance, or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever, however denominated, and adopted by the City Council, Planning Commission or any City Agency, or by the electorate, as the case may be, which would, absent this Development Agreement, otherwise be applicable to the Project and which would conflict with the Applicable Rules, shall not be applied to the Project unless such changes represent an exercise of the City's Reserved Powers or are otherwise expressly allowed by this Development Agreement. In the event that state or federal laws or regulations enacted after this Development Agreement has been entered into, prevent or preclude compliance with one or more provisions of this Development Agreement, such provisions of this Development Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. 5.1.3 Agreed Changes and Other Reserved Powers. This Development Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies in conflict with the Applicable Rules where such additional rules, regulations, ordinances and officially adopted plans and policies: (a) are mutually agreed to in writing by Owner and the City, or (b) result from the Reserved Powers. 5.1A Subsequent Development Approvals. The City shall require Owner to obtain only those Subsequent Development Approvals that are required by the Applicable Rules or the Reserved Powers. City agrees that it shall condition any Subsequent Development Approvals based only on the Applicable Rules and /or Reserved Powers. 5.1.5 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, 11 A -29 timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property, City agrees that, unless required by applicable state or federal law, such ordinance, resolution or other measure shall not apply to the Project, Property or this Development Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved Powers or other applicable provision of this Development Agreement. 5.1.6 Timing of Development. The parties acknowledge that Owner cannot at this time predict when or if the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Owner, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465 that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that, except as provided in and subject to Section 5.8, Owner shall have the right to develop the Property at such rate and at such time as Owner deems appropriate within the exercise of its subjective business judgment. 5.1.7 Development, Construction, and Completion of Public Art. Owner shall include within the Project a single or grouped permanent work of public art consistent with the Public Art Plan (collectively, "Public Art "), attached herewith and Incorporated herein as Exhibit C, at a cost of not less than one half of 1 % of the total construction costs which is approximately One Million Three Hundred Twelve Thousand Dollars ($1,312,000) (the "Public Art Fee "). The actual amount of the Public Art Fee shall be determined at building plan check submittal. 5.2 Exclusion from Existing Rules, Regulations and Policies. (a) Pursuant to Government Code Section 65866 and Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, City retains the right to enact police power regulations on matters not covered by Section 5.1 of this Development Agreement, including without limitation: 11 A- 30 (i) Municipal laws and regulations which do not interfere with Owner's vested rights to develop and use the Property in accordance with Section 5.1 of this Development Agreement. Owner and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non - conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non - conflicting laws and regulations include the following: • Taxes, assessments, fees and charges, except as otherwise specifically provided in this Development Agreement; • Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; • Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city -wide basis; and • Procedural rules of general City -wide application. 5.3 Construction Standards and Specifications. The construction standards (e.g., the Uniform Codes) and specifications for all Project construction shall be subject to applicable construction standards and guidelines in effect at the time that any development approval shall be sought for the Project or any unit or structure contained within the Project. 5.4 FAA and ALUC Approval. Owner shall obtain and maintain, during the term of this Development Agreement, any and all necessary approvals from the Federal Aviation Administration (FAA) and the Airport Land Use Commission (ALUC) for the Project. Should such approvals lapse and not be reinstated or reapproved prior to the issuance of the first building permit, the City shall have the right to terminate this Development Agreement. 5.4.1 Avigation Easement, The Owner shall, prior to issuance of the first building permit for the Project, execute an avigation easement in a form approved by the City Attorney, which shall be recorded with the Orange County Recorder's Office. The avigation easement shall prohibit any and all claims, actions or lawsuits of any kind or type for nuisance or interference with use and enjoyment of the underlying Property or the Project, including but not limited to noise, sound, vibration, fumes, fuel particles, dust, discomfort or other environmental effects incident to aircraft operations as well as any inconvenience or annoyances caused by 11 A -31 the operations of the John Wayne Airport (SNA). The avigation easement shall grant the right to enter or penetrate into or transmit through the airspace above, on or in the vicinity of the Property for the unobstructed use, passage or operation of all types of aircraft and the right to create or generate all things and consequences to the Property that may be, or may be alleged to be, incident to or resulting from the use of said airspace and any and all related aircraft and airport operation. The City shall be the benefited party in the avigation easement, but said easement shall be assignable by the City to a third party, including but not limited to John Wayne Airport (SNA), without consent of Owner. 5.5 Processing Fees. All fees and charges Intended to cover City costs associated with processing development of the Property, including, but not limited to, fees and charges for applications, processing, inspections, plan review, plan processing, and /or environmental review, which are existing or may be revised or adopted during the term of this Development Agreement, shall apply to the development of the Property. 5.6 Amendments or Additions to Citywide Fee Programs. This Development Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or general, or assessments (hereafter collectively referred to as "fees ") adopted by the City after the effective date of this Development Agreement, which shall be applicable to the Project or the Property provided that they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zones have been established), (2) are not applicable primarily or only to this Project, or (3) are not imposed to either (a) mitigate, offset or compensate for Project impacts which were analyzed in the environmental impact report prepared for the Project, or (b) duplicate any project design features conditions of approval, agreements, or mitigation measures contained in this Development Agreement, 5.7 Open Space. All common area open space on Lots A and B of Vesting Tentative Tract Map No, 17962 must be built in the first phase. 5.8 Phasing of Project. The parties agree and acknowledge that the Project may be built in three (3) phases, but that, except as otherwise expressly stated herein, all conditions and mitigation measures shall be implemented as part of the initial phase; provided, however that Owner may propose to delay to the second phase on -site conditions (e.g., sidewalks) that could be damaged by future construction. Additionally, Owner shall build all private streets and the central park in the first phase. Prior to issuance of the first building permit for the Project, Owner shall submit a proposed Phasing Plan to the City, for review and approval by the Executive Director of the Planning and Building Agency. The proposed Phasing Plan shall contain those items Owner deems 11 A -32 necessary, but shall include the timing for first and second phase construction and interim site improvements (i.e., landscaping, internal circulation) between the phases. The approved Phasing Plan must be implemented within six (6) months after completion of the first phase (i.e., issuance of first Utility Release). Generally, the phases shall proceed as follows: Phase I The first phase of the project would consist of 335 apartment homes within two five -story apartment buildings wrapping a parking structure. This phase would be built on the south side of the parcel facing Dyer Road. Five different unit types and nine different floor plans are proposed for the project, with the units ranging from studio to three bedroom units. This phase also includes approximately 9,700 square feet of commercial and restaurant space. The units would be wrapped around a 6' /z -level garage that will contain 646 parking spaces, with another 18 spaces on the private drive. Parking is provided at a rate of approximately 1.9 parking stalls per unit, which includes guest and commercial parking. Also to be renovated within this phase is the two- story, 56,000 square foot office building that will house the current data center tenant as well as other future office uses. A total of 102 parking spaces have been allocated to this component of the project. Phase 2 The second phase of the project would consist of 403 apartment units situated within two five -story buildings wrapping a parking garage. This phase would be built on the west side of the parcel with the southern elevation facing Dyer Road. Six different unit types and nine different floor plans are proposed for the project, with units ranging from studio to three bedroom units. In addition, approximately 4,100 square feet of commercial and restaurant space would be incorporated into this phase of the project. The units would be wrapped around a 6 -level garage containing 722 parking spaces, with another 15 spaces to be located on the private drive. Parking for this phase has been provided at a rate of approximately 1.83 parking stalls per unit, which includes guest parking. Phase 3 The third and final phase of the project would consist of 483 apartment homes within three five -story apartment buildings wrapping a parking garage. This phase would be built at the northern area of the parcel, with the eastern elevation facing Redhill Avenue. Six different unit types and nine different floor plans are proposed for the project. The project units would consist of studio, live /work, and one to three bedroom units. The 11 A -33 units would be wrapped around a 6 Y2 -level garage that would contain 609 parking spaces, with another 21 spaces to be located on the private drive. Parking for this phase has been provided at a rate of approximately 1.72 parking stalls per unit, which includes guest parking. 5.9 Inclusionary Housing. Owner's project qualifies as a "pipeline project" under the amended Housing Opportunity Ordinance (Article XVIII.I of Chapter 41 of the Santa Ana Municipal Code) and shall pay the City an in- lieu fee of $9.35 per square foot of habitable space in order to fulfill the inclusionary housing requirement. Owner may express a preference for how these funds may be used, but the final decision regarding use of the inclusionary housing funds lies solely with the Executive Director of the Community Development Agency. 5.10 Covenants, Conditions, and Restrictions. Prior to the issuance of the first building permit for the Project, Owner shall provide to the City the proposed Covenants, Conditions, and Restrictions ( "CC &R's ") to be recorded against the Property. Those CC &R's must be approved by the Executive Director of the Planning and Building Agency. The City's review and approval of the CC &R's shall be limited to determining inclusion of the following restrictions within the CC &R's: (a) Allocation of responsibility for repair of perimeter walls and common areas, including landscaping, will be specified in the CC &R's in the event of damage. (b) Notice of the urban character of the City and this area, including but not limited to: (i) the permitted uses of the property and buildings in the immediate area of the development; and (ii) the flight path for the airport. (c) The release of the City from all claims which may arise from or relate to the urban character of the City and this area. (d) The need for the approval of the City to any proposed modifications to the provisions of the CC &R's identified in this Section 5.10. 5.11 Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Development Agreement (although such conditions must comply with the Applicable Rules), 5.12 Compliance with Governmental Requirements. Owner shall carry out the design, construction, and operation of the Project in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, 11 d -34 regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, Owner or the Property, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they apply to the Property and the Project, and all other provisions of the City and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled and handicapped access requirements, including, without limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code§ 4450 et seq., and the Unruh Civil Rights Act, Civil Cade§ 51 et seq. (collectively, "Governmental Requirements "). 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. City shall, at least every twelve (12) months during the term of this Development Agreement, review the extent of good faith substantial compliance by Owner with the terms of this Development Agreement. Pursuant to Government Code Section 65865.1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terms of this Development Agreement at the periodic review. 6.2 Review Letter, If Owner is found to be in compliance with this Development Agreement after annual review, City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter ") stating that based upon information known or made known to the City Council, the City Planning Commission and /or the Executive Director of the Planning and Building Agency, this Development Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 6.3 Failure to Conduct Annual Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this Development Agreement shall not constitute or be asserted by any Party as a breach of this Development Agreement by Owner or City. DEFAULT. 7.1 Events of Default. Owner is in default under this Development Agreement upon the happening of one or more of the following events or conditions: 11 A -35 (a) If a warranty, representation, or statement made or furnished by Owner to the City is false or proves to have been false in any material respect when it was made; (b) A finding and determination made by the City Council following a periodic review under the procedure provided for in Government Code Section 65865.1 that upon the basis of substantial evidence the Owner has not complied in good faith with one or more of the terms or conditions of this Development Agreement; (c) Failure to comply with Governmental Requirements; (d) Any other event, condition, act, or omission which materially interferes with the intent and objectives of this Development Agreement. 7.2 Procedure upon Default. The following principles and procedures shall be applied in the determination of any Default: (a) Upon the occurrence of default, City shall give Owner (the "defaulting party ") thirty (30) days written notice specifying the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. After proper notice and expiration of said thirty (30) day cure period without cure, City may terminate or amend this Development Agreement in accordance with the procedure adopted by the City as to all defaults that may be cured within said thirty (30) day cure period. For defaults that cannot be cured within said thirty (30) day cure period, City may terminate or amend this Development Agreement in accordance with the procedure adopted by the City should at any time Owner fail to diligently proceed in curing the default. Failure or delay in giving notice of default shall not constitute a waiver of any default, nor shall it change the time of default. (b) City does not waive any claim of defect in performance by Owner, if on periodic review the City does not propose to modify or terminate this Development Agreement. (c) Non - performance shall not be excused because of failure of a third person. (d) An express repudiation, refusal, or renunciation of the contract, if the same is in writing and signed by the Owner, shall be sufficient to terminate this Development Agreement and a hearing on the matter shall not be required. (e) Adoption of a law or other governmental activity making performance by the Owner unprofitable or more difficult or more 11 A' -36 expensive does not excuse the performance of the obligation by the Owner. (f) All other remedies at law or in equity which are not inconsistent with the provisions of this Development Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. in no event shall Owner be entitled to any damages against City upon termination of this Development Agreement. 7.4 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or agreements set forth in this Development Agreement, or to enjoin any threatened or attempted violation of this Development Agreement; or to obtain any remedies consistent with the purpose of this Development Agreement. Legal actions shall be Instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division, 8. MORTGAGEE PROTECTIONS 8.1 Right to Owner /Notice /Multiple Mortgagees. Owner shall have the absolute right to encumber Owner's right, title and interest in, to and under this Development Agreement and the Property pursuant to one or more Mortgages. Because certain portions of the Project may be developed by one or more assignees, the Parties acknowledge and agree that different Mortgages may encumber the Property and that there may be a separate Mortgage in effect with respect to separate parcels within the Property. It is the intention of the Parties that the rights and protections granted in this Section 8 to each Mortgagee shall only apply to the parcels upon which such Mortgagee's Mortgage is a lien (each a "Mortgage Parcel "), and to the rights, privileges and obligations under this Development Agreement relating to such Mortgage Parcel. 8.2 Notice of Breach to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Owner as provided herein, whenever the City delivers any Notice or demand to Owner with respect to any Breach by Owner under this Development Agreement, and if Owner fails to cure the Breach within the time set forth herein, the City shall deliver to each Mortgagee a copy of such notice or demand accompanied by a writing to the effect that Owner has failed to cure a Breach ( "Mortgagee Notice "); provided that Owner or Mortgagee has provided City with addresses for such purpose. Each such Mortgagee shall (insofar as the rights granted by the City are concerned) have the right, at its option, within thirty (30) days after the receipt of the Mortgagee Notice, to cure or remedy or commence to cure or remedy and thereafter to pursue 11 A -37 with due diligence the cure or remedy of any such Breach and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided, however if the Mortgagee is legally prevented from curing such Breach because of a bankruptcy by the Owner then the thirty (30) day period shall be tolled until such bankruptcy is confirmed or rejected. Nothing contained in this Development Agreement shall be deemed to permit or authorize such Mortgagee to take advantage of Owner's rights hereunder, or any portion thereof, without first having expressly assumed Owner's obligations to the City by written agreement reasonably satisfactory to the City. It is understood that a Mortgagee shall be deemed to have satisfied the thirty (30) day time limit set forth above for commencing to cure or remedy Owner default which requires title and /or possession of the Property (or portion thereof) if and to the extent any such Mortgagee has within such thirty (30) day period commenced proceedings to obtain title and /or possession and thereafter the Mortgagee diligently pursues such proceedings to completion and cures or remedies the Breach, provided that, in such event, all noncurable Defaults shall be waived. 8.3 Mortgagee Not Obligated Under this Development Agreement. Unless a Mortgagee expressly assumes Owner's Obligations to the City in accordance with Section 8.2, no Mortgagee shall in any way be obligated by the provisions of this Development Agreement, nor shall any covenant or any other provision in this Development Agreement be construed to obligate such Mortgagee. Nothing in this Development Agreement shall be deemed to construe, permit or authorize any such Mortgagee to devote the Mortgage Parcel to any uses or to construct any improvements on the Mortgagee Parcel, other than those uses or improvements provided for or authorized by this Development Agreement. 8.4 No Liability, No Mortgagee shall have any liability beyond its interest in the Mortgage Parcel acquired through enforcement of its Mortgage for the performance or payment of any covenant, liability, warranty or obligation under this Development Agreement. City agrees that it shall look solely to the interests of such Mortgagee in such Mortgage Parcel for payment or discharge of any such covenant, liability, warranty or obligation. 8.5 No Amendment or Termination. This Development Agreement shall not, without the prior written consent of all Mortgagees holding Mortgages on any portion of the Property, be amended to (a) terminate this Development Agreement prior to the expiration of the Term (except as expressly provided above) or (b) change any provision of this Development Agreement which, by its terms, is specifically for the benefit of Mortgagees. No amendment to this Development Agreement affecting the Property or any part thereof, made without the consent of any Mortgagee holding a Mortgage on such Property, or any part thereof, shall be binding upon such Mortgagee or its successors in interest should it become a party hereto. 11 A -38 8.6 Condemnation or Insurance Proceeds. Nothing in this Development Agreement shall impair the rights of any Mortgagee, pursuant to its Mortgage, to receive insurance and /or condemnation proceeds which are otherwise payable to Owner granting such Mortgage. 8.7 Title by Foreclosure. Except as otherwise set forth herein, all of the provisions contained in this Development Agreement applicable to any of the Mortgage Parcel shall be binding on and for the benefit of any person who acquires title to the property, or any part thereof, by foreclosure under a Mortgage or transfer by deed in lieu. 8.8 Delegation to Mortgagee. Owner may delegate and /or assign irrevocably to any Mortgagee the non - exclusive authority to exercise any or all of Owner's obligations and /or rights hereunder with respect to the Mortgage Parcel, but no such delegation shall be binding upon the City unless and until either Owner or such Mortgagee shall give to the City a true and correct copy of a written instrument effecting such delegation. Such delegation of authority may be effected by the terms of the Mortgage itself, in which case service upon the other Party of an executed counterpart or conformed copy of said Mortgage, together with written notice specifying the provisions therein which delegates such authority to said Mortgagee, shall be sufficient to give such other Party notice of such delegation. No such delegation or assignment shall relieve the Owner of that Mortgage Parcel of any of its obligations hereunder with respect to such Mortgage Parcel. 8.9 No Obligation to Cure. Nothing herein contained shall require any Mortgagee to cure any default of Owner referred to above. 8.10 Separate Agreement, The City shall, upon request, execute, acknowledge and deliver to each Mortgagee requesting same, an agreement prepared at the sole cost and expense of Owner, in form satisfactory to such Mortgagee and the City, between the City and the Mortgagees, agreeing to all of the provisions hereof, provided Owner pays for all legal and other consulting costs incurred by City in reviewing same. 8.11 Estoppel Certificate. Within thirty (30) days after written request therefore, the City shall execute and deliver to any proposed Mortgagee in connection with its new Mortgage and to such Mortgagee thereafter from time to time an estoppel certificate in form and substance satisfactory to Owner and such Mortgagee ( "Estoppel Certificate "). The City hereby agrees to reasonably cooperate in including in any such Estoppel Certificate from time to time any provision which may reasonably be requested by any proposed Mortgagee for the purpose of implementing the Mortgagee protection provisions contained in this Section 8 and allowing such Mortgagee reasonable means to protect or preserve the lien and security interest of its Mortgage hereunder, clarifying the non- 11 A -39 applicability of the provisions of this Development Agreement to such Mortgagee as it relates to parcels other than the Mortgage Parcel, and /or such other terms and provisions as are customarily required by Mortgagees (taking into account the customary requirements of their participants, syndication partners or ratings agencies) in connection with any such financing; provided, however, that no such Estoppel Certificate shall in any way materially adversely affect any rights of the City or increase any obligations of City under this Development Agreement. 8.12 Conflicts. If there is any conflict between this Section 8 and any other provision contained in this Development Agreement, this Section 8 shall control. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Development Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Development Agreement constitutes the entire understanding and agreement of the Parties with respect to the matters set forth in this Development Agreement. This Development Agreement supersedes all negotiation or previous agreements between the Parties respecting this Development Agreement. All waivers of any provision of this Development Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this Development Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Upon the completion of performance of this Development Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and City shall be recorded in the Official Records of Orange County, California. 9.3 Project as a Private Undertaking. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this Development Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this Development Agreement are part of this Development Agreement. 11 A -40 9.5 Captions. The captions of this Development Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Development Agreement. 9.6 Consent. Where the consent or approval of a Party is required by or necessary under this Development Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The Parties shall cooperate with and deal with each other in good faith. They will assist each other to the extent needed in the performance of the provisions of this Development Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this Development Agreement of which time is an element. 9.9 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the Party's control. If any such events shall occur, the Term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance, provided that the Term of this Agreement shall not be extended under any circumstances for more than five (5) years. 9.10 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Development Agreement has been entered into or the action or inaction of any other affected governmental jurisdiction prevent or preclude compliance with one or more provisions of this Development Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this Development Agreement. The Parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Development Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an agreement on the effect of such federal or state law or regulation upon this Development Agreement, the matter shall be scheduled for hearing before the City Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal 11 A -41 or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.11 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Development Agreement. 9.12 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Development Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 9.13 Jurisdiction and Venue. Any action at law or in equity arising under this Development Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.14 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 9.15 Recording. The City Clerk shall cause a copy of this Development Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date of this Development Agreement. 11 A -42 IN WITNESS WHEREOF, this Development Agreement has been executed by the City of Santa Ana and by Owner. Dated this day of .12016. ATTEST: THE CITY OF SANTA ANA Maria Huizar, Clerk of the Council APPROVED AS TO FORM: Lisa Storck, Assistant City Attorney David Cavazos, City Manager HERITAGE VILLAGE OC, LLC a Delaware limited liability company as Title: 11 A -43 STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On , 2016 before me, a Notary Public in for said state, personally appeared , who proved to me on the basis of satisfactory evidence to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. Signature of Notary Public 11 A =44 EXHIBIT A Property Legal Description 1114 -45 EXHIBIT n LEGAI D5F31P1'10li PANEL 2, AS S All ON EMMU1T "U -2" ATIIAOH°-D TO LO? LINE AWWL(ENT 87-02] RECOROEO dAN3 11, 1893 A5 IAU'TRU *IT NO. M- 383021 ',F Ot l,;K REQORDS %A OOSI�l cnuerr, vAUF,rana. ;,.V.FPt OY)SE POAMt,3 61)NYCtzo 111 THE CITY FF SANTA ANA 6, iRVIT DEEP RS;OPE'CO 7JNF I!, 2010 AE itiSnUNEN T NO 20i (MCI 1D3420 OF OFFiCLeL RECCR05, E:c:9P IIdIO ALL OIL, OIL RI,NTS, WINALS, lVI'VAL F1')MN, NATURAL OAT RIGHTS AND 01HER A IOROCAPMN'9 EY 'MAATSOE`RR NAME I:MOM THAT MAY BF 041HIit OR Ll AidC PA,',11 OF LA.NO HE+REINA2OYC DESCRIBED, TOOETIPR V991 THE PERPETUAL RIGHT OF ORIIJJMO, MIMING, ENLORINC A00 OPERA ))III, YNENEAINi AN, 5TCAPI ", IN AO P.EUO'ANO Ede SAME FROM SAID WID OR ANY OTHER LANG. DIOLU&NIG Tilt! MONT SO YMIPSLX2 OF DIRESTIONAL(Y DRILL AR) MOTE FROIA LANDS OMER MAN TH(M MCKINAMIE D88CPJ0001. OIL OR GAS 7IEI19, TUNKIS ANO SHAFTS IPI'T3, 1HROUCH OR ACN053 RIC WI:SURPASE OF L;- lAfIONEREIlUIOO "E- Dk' 98! 19( 9;- AilYa" TY@ iTTbLt" 9' JCH" 41 PIIVilY7C $EO- 'Cfl_Di(^:CTAR73C7:'t'-'' DP.ILLEO 'WELLS, NMHELS AND SH.tE7S UaOE.R AND 8FM?A!I OR OCfGNO TL ESTER19C UNITS THEREON- AM TO PEOR111, O.E)LY'liiT, EOJIP, AI.11NDO)l RVATP., DEEPEN AND OPB.RAIE All? SUCK 'WELLS OR MINES YRNUT, HOVINSR ME RION7 TD OP,ILL, NINE, STORE, unwr.'A. OR OF vnR OIkOUfki TIE SURFN'E INY DIE 11PPEl; DIY) FLT OF me 500SURFACE OR ME LAPIO HVEDWSOVT OE'i0MED, A! R &SPFNED DY NE IRVINE COMP,ASIY IPM DEED WORDED OCTOUER IA, 1177 N OIYOE $241;% PACE 997 OF OFFICIAL REgOPOS, 4110 THE. IRVINE INDUS MIA[, D ARV P' A OEt:T RECCIMeD OECEMAEF. 2D, 1172 Ili lOIA. 102.11. PAD$ 391 OP OFFICIAL RECORDS. ALSO VCEPENU FROM RUT '00101 ItCLUD775 VIID111'i PANEL 1, A7 110'Ntl Cl, A MAP .'ILEO IPM 6roX Da, PAGE 34 OF PARM MAPS, ui tiff. OF'RGE OF 18F, rliq«iry RECORCER CF ORAI;' ;E COPITY. CALIFORNIA, ANY A110 ALL VIATER RIiH73 OR INMESTS IN 'HAUL! RIGIM AVID ANY APIO ,0.L DEDMERMAL NONTS OR DIffiCCM IN OEOMICONAL RI,H'rS, Ai0 Lmrm }IOW AMUNOID BY NAME AND 0MUM UR USED OYY OR7,Nr011 III CCNFIEr,0pi1 1401 OR MM P.ESFECT to TIE WIN(A, 1MIETHEP. 31JCH 12ATE,R RIOHT;' SHALL EE RIPAPLAN, O`SRLMUO. APPFOPMADYE, PERIIMATINO, PRIMRWOV$ OR COUMAI NAL, OUT 'INiOIA H13-41 R, ANY RP "HT TO ENTZR UPOrI OE SURFACE OF IH L4:10 IN THE V.-OCISE OF SU4'N F'IONii, A$ °.'d3V',''40 OY Tr8 IWAKE OOMPAW IN )c.O REOOFOEI3 000ARE•R 1;, I' x3 6d UI 110EI, PAGE INA CF OF3D;IAL RM ti :.11.11. A`��- .YI`.. 11, ,141;,1,'11..111 mn 11 A -46 EXHIBIT B Property Site Plan 11 A -47 pI s `iNY ¢gip 2� s �b EXHIBIT B zz v� ff LO P (R 11 A -48 4o Zr. co h U� �u n i�v, r EXHIBIT C 1. The Public Art shall be designed, constructed, and installed by Owner. 2. A Final Design Plan for the Public Art shall be submitted to the Executive Director of the Planning and Building Agency within thirty (30) days prior to the issuance of a Final Certificate of Occupancy for the first unit of the Project. The Executive Director of the Planning and Building Agency shall have sole discretion to approve or deny said Final Design Plan for the Public Art. The Final Design Plan shall (i) identify one (1) or more specific items of Public Art for one (1) or more specific locations and /or application, and (ii) specify the timing of the installation of the Public Art. The installation shall occur no later than 180 days after the first utility release for the Project. Owner shall expend approximately One Million Three Hundred Twelve Thousand Dollars ($1,312,000.00) in total in connection with the Public Art. The actual amount shall be determined at building plan check submittal. 3. The Public Art should invite participation and interaction, inspire, add local meaning, interpret the community by revealing its culture or history, and /or capture or reinforce the unique character of the new place. 4. The Public Art should be constructed using durable materials and finishes, including, but not limited to, stone or metal. 5. The Public Art should be comprised of a single or grouped permanent work(s) at a prime location visible to the public and sited to complement features such as plaza or architectural components so that the Public Art is an integral part of the development site. No Public Art shall include advertising of any type, including, but not limited to, products, services, or businesses, All Public Art shall be properly maintained at all times, be free of any graffiti, and shall not incorporate any flashing or distracting form of illumination. The Owner may assign ownership, maintenance and /or repair responsibilities of the Public Art to one or more Owners' Association(s). All Public Art shall remain on the Property and may not be removed without the approval of the Executive Director of the Planning and Building Agency. 10. Expenses not included in the Public Art Fee: a. Expenses to locate the artist(s) (e.g., airfare for artist interviews, etc.) 11 A -49 b. Architect and Landscape Architect fees incurred in connection with the Public Work(s) of Art. C. Landscaping around Public Work(s) of Art that is not included as part of the artist's sculpture furnishings, including, but not limited to, functional structures, prefabricated water or electrical features not created by the artist, and ornamental enhancements. d. Utility fees associated with activating electronic or water generated artwork. e. Lighting elements not integral to the illumination of the Public Art. f. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. g. Dedication ceremonies, including sculpture unveilings or grand openings. 11 A -50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR JANUARY 2016 (STRATEGIC PLAN NO. 5, 1) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 0= ZedTAM ® As Recommended As Amended Ordinance on 1 ®t Reading ❑ Ordinance on 2" d Reading Implementing Resolution Set Public Hearing For CONTINUED TO 1�111�►11L�i11�7 Receive and file the Strategic Plan Monthly Report for January 2016. DISCUSSION The January 2016 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: hftp://www.santa-ana.or,q/strategic-pIannin,q / STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an. active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. 19C -1 19C -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES (OCTOBER 2015 — DECEMBER 2015) (STRATEGIC PLAN NO. 5,3) CITY MANAGER RECOMMENDED ACTION Receive and file. CLERK OF COUNCIL USE ONLY: F-ITURT100TWX ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION At its regular meeting on January 13, 2016, by a vote of 4:0 (Gomez absent), the Community Redevelopment and Housing Commission approved the recommended action. DISCUSSION The status report for the quarter ending on December 31, 2015 provides statistics for the day -to- day affordable housing activities. The report is divided into three sections: Loan Activity, Loan Portfolio Management and Monitoring, and Development Projects. LOAN ACTIVITY Applications The Housing Division offers several different programs including homebuyer down payment assistance and rehabilitation loans for historic single - family, single - family, and mobile homes. Inquiries are received from the public and applications are mailed out and received for these programs on a continuing basis. During this quarter, there were no Loan Subordination requests. Table 1 shows the number of inquiries, applications sent out, received, and approved by type for the quarter and•the total fiscal year. 1901-1 Quarterly Report Housing Division Projects and Activities (October — December 2015) February 16, 2016 Page 2 Table 1: Applications Sent Out, Received & Approved Rehabilitation Loan Underwriting and Approval Process Staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write -up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applicants may be in underwriting several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for execution, and reserves the required loan funds. Construction Process During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners in selection of a contractor, monitors the construction work, approves payments to contractors, and tracks expenditures to ensure they do not exceed available funds. At the end of this quarter, there were two homeowner rehabilitation projects out to bid, six under construction, and two were completed. Homeownership Approval Process Staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight - hour pre - purchase counseling program from a HUD - approved agency, be pre - qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current maximum sales price of $466,000 for a single family home or condo or $560,000 for a newly constructed condo or home. The updated maximum sales price became effective in April 13, 2015. Additionally, the property needs to be in good condition and pass an inspection by staff. 19D-2 Inquiries Applications Applications Applications Program Sent Out Received A roved Q2 Total Q2 Total Q2 Total Q2 Total FY FY FY FY Single-Family Rehabilitation 25 55 25 51 3 10 0 0 Mobile Home Rehabilitation 20 36 20 32 6 8 1 1 Multi-Family Rehabilitation 1 3 0 0 0 0 0 0 Historic Home Restoration 1 2 0 1 0 0 1 2 Homeownership 30 66 30 62 5 10 1 6 Rehabilitation Loan Underwriting and Approval Process Staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write -up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applicants may be in underwriting several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for execution, and reserves the required loan funds. Construction Process During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners in selection of a contractor, monitors the construction work, approves payments to contractors, and tracks expenditures to ensure they do not exceed available funds. At the end of this quarter, there were two homeowner rehabilitation projects out to bid, six under construction, and two were completed. Homeownership Approval Process Staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight - hour pre - purchase counseling program from a HUD - approved agency, be pre - qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current maximum sales price of $466,000 for a single family home or condo or $560,000 for a newly constructed condo or home. The updated maximum sales price became effective in April 13, 2015. Additionally, the property needs to be in good condition and pass an inspection by staff. 19D-2 Quarterly Report Housing Division Projects and Activities (October — December 2015) February 16, 2016 Page 3 LOAN PORTFOLIO MANAGEMENT AND MONITORING The Housing Division is responsible for ensuring the integrity of the residential loan portfolio. As of the end of this quarter, the principal balance was $111,379,789. This is comprised of 431 loans of which 405 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $185,578 in payments of principal and interest during the quarter. Table 2: Portfolio Revenue Monitoring As part of the requirements for these funds, staff must monitor the owner - occupancy for single family homes that have received loans, and the code compliance of units in rental projects with long -term affordability covenants. During this quarter, 56 owner occupancy recertification letters were mailed, and of those, 34 were returned and processed. Staff also audited files for 69 units in 55 projects, and conducted code compliance inspections for 42 units in four projects. Regulations require that only a sample be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The majority of the inspected units as well as the grounds and common areas were found to be in compliance at the time of initial inspection. Some of the units had observable deficiencies, including loose toilets, inoperative burners, faulty GFCI outlets, and inoperative smoke alarms and carbon monoxide detectors. All of the deficiencies were repaired and the units were found to be in compliance at the time of the subsequent re- inspection. DEVELOPMENT PROJECTS NSP 1, 2 and 3 Programs The City's intermediaries, ANR Industries, Orange Housing Development Corporation, and C &C Development, continue to look for eligible properties. Multi - Family Acquisition/ Rehabilitation Projects The rehabilitation of 940 S. Minnie Street was completed during this fiscal year and is now fully occupied. 19D-3 2" Quarter Total FY Loan Payoffs $19,075 $1,421,965 Residual Receipts Payments $128,038 $128,038 Amortized Loan Payments $38,465 $73,035 Total $185,578 $1,623,038 Monitoring As part of the requirements for these funds, staff must monitor the owner - occupancy for single family homes that have received loans, and the code compliance of units in rental projects with long -term affordability covenants. During this quarter, 56 owner occupancy recertification letters were mailed, and of those, 34 were returned and processed. Staff also audited files for 69 units in 55 projects, and conducted code compliance inspections for 42 units in four projects. Regulations require that only a sample be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The majority of the inspected units as well as the grounds and common areas were found to be in compliance at the time of initial inspection. Some of the units had observable deficiencies, including loose toilets, inoperative burners, faulty GFCI outlets, and inoperative smoke alarms and carbon monoxide detectors. All of the deficiencies were repaired and the units were found to be in compliance at the time of the subsequent re- inspection. DEVELOPMENT PROJECTS NSP 1, 2 and 3 Programs The City's intermediaries, ANR Industries, Orange Housing Development Corporation, and C &C Development, continue to look for eligible properties. Multi - Family Acquisition/ Rehabilitation Projects The rehabilitation of 940 S. Minnie Street was completed during this fiscal year and is now fully occupied. 19D-3 Quarterly Report Housing Division Projects and Activities (October — December 2015) February 16, 2018 Page 4 In -Fill Development Projects Habitat for Humanity of Orange County completed the construction of two new single - family homes at 4106 and 4110 W. McFadden Street and is currently working with qualified buyers for each of the properties. Depot at Santiago (New 70•Unit Affordable Rental Mousing Development) The developer is working on completing the entitlement process and construction is anticipated to begin in early 2016. Andalucia Apartments (New 70 -Unit Affordable Rental Housing Development) Construction is progressing in accordance with the approved contract and is expected to be completed in December of 2016. Santa Ana Arts Collective (Adaptive Rouse of Affordable Rental Housing) Meta Housing Corporation, the "Developer ", was awarded funds through a Request for Proposal (RFP) process to acquire and develop 57 affordable rental housing units with a preference for low-income artist households. The developer is in the entitlement process and working on their application for Low - Income Housing Tax Credits and Affordable Housing and Sustainable Communities (AHSC) Program funds. STRATEGIC PLAN ALIGNMENT The activities covered by this report allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainabllity, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and Improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There Is no fiscal impact associated with this action. X ON K01ly Keen rs Executive _rector Community Development Agency RL /JB /SG /sb 19D-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: FLOOD CONTROL UPDATE {STRATEGIC PLAN NO. 6,1F} CITY MANAGER I �7 �• �s l I ! l 1 i'J I � . I �7 � � 7_ G 3 [ �7 I Receive and File Flood Control Update. DISCUSSION CLERK OF COUNCIL USE ONLY: M As Recommended 7 As Amended ® ordinance on I a, Reading ® ordinance on 2nd Reading j� Implementing Resolution ® Set Public Hearing For CONTINUED TO FILE NUMBER The Public Works Agency has provided an Executive Summary (Exhibit 1) of the Flood Control System Master Plan and an assessment of the existing system's capacity to withstand storm events with above average rainfall. The total cost to implement all recommended Master Plan Storm Drain improvements would total $300 million. A more manageable implementation of the top 10 improvements, which would provide relief to the most flood prone watersheds would cost $150 million. Over the last 10 years, the City has provided approximately $5 million in drainage system improvements in various areas. In addition, there will be further drainage system improvements along the alignment of the OC Streetcar project. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to achieve Goal #6 - Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy F (Perform periodic measurements to monitor and update each asset's condition). FISCAL IMPACT There,s no fist I impact associated with this item. rd IAA Fred Mousavipour Executive Director of Public Works Exhibit: 1. Flood Control System Master Plan — Executive Summary 19E -1 19E -2 MEMORANDUM David Cavazos, To: City Manager Date: Fred Mousavipour, From: Executive Director of Public Works January 8, 2016 Subject: FLOOD CONTROL SYSTEM MASTER PLAN — EXECUTIVE SUMMARY Current Status of Flood Control System The City's existing flood control system is significantly deficient. The system relies on a combination of surface roadway capacity and a limited network of catch basins and pipes. Our network does not extend into many of our watershed zones, or are under -sized in our arterial corridors; therefore we have many watershed areas that will flood upon moderate rain. As it stands today, rainfall with even less than 10 year storm intensity will result in flooding, particularly in arterial streets. While sporadic flooding is anticipated, a greater concern is that some arterial street segments could be inundated with up to 8 inches of running water or more resulting in safety and mobility impacts. Street closures would be affected to keep travelers away from flooded areas and to maintain safety, but pedestrians and bicycle users that turn to mass transit and private motor vehicles to navigate the city would be severely hampered by the closures. Recent Storm Drain Master Plan The City's Master Plan of Storm Drainage (MPD) was completed in 2015. MPD provides recommendations to alleviate flooding to protect life and prevent property loss. The improvements primarily consist of adding pipe to areas that do not have drain lines and increasing pipe sizes. Citywide storm drain runoff is routed into seven regional county channels: o Delhi 0 Gardens o Greenville Banning o Lane Barranca 0 Santa Ana 0 Santa Fe 0 Wintersburg In general, residential streets are the starting point for storm runoff, and capacities currently rely on roadway surface flows. Runoff from residential streets then collects at major arterials. 19E -3 STORM DRAIN MASTER PLAN January 7, 2016 Page 2 The master plan provides two protection level goals: o Protection level in residential streets to prevent property damage due to flooding in a 100 year frequency storm. o Protection level in arterial streets to keep at least one lane of travel free of flooding in a 25 year frequency storm. Cost of Master Plan Improvements Full implementation of the MPD would not eliminate all deficiencies, and localized flooding would still occur. However, we will be updating the MPD study to incorporate the latest technological advances and infiltration devices (green technology) that would alleviate localized flooding at much lower costs and bring down the overall MPD costs. The total cost to make all MPD improvements to achieve our protection level goals is about $350 Million. By incorporating the latest technology, the total cost may be reduced to $300 Million. A more manageable implementation of the top 10 improvements which provide relief to the most flood prone watersheds is about $150 Million. Attached is a map showing the top 10 priority improvements and system build -out. Storm Drain System Improvements over the last 10 years The previous Master Plan of Storm Drainage (MPD) developed in the 1990's has proven to be a valuable resource since the city has been able to add flood protection infrastructure to our system as funding or project opportunities have materialized. Over the last 10 years, the City has added a small number of new storm drain lines and connector pipes, catch basin, and pervious concrete at various locations throughout the City. These projects were constructed primarily as part of street improvement projects. The following list summarizes the drainage system improvements added over the last ten years, providing a combined $5 million value: o Grand Avenue, First Street to Fourth Street - New Storm Drain o Third Street, Birch Street to Spurgeon Street - New Storm Drain o Various Storm Drain Upgrades - Pendleton /Forest, Birch Street Cul -de -sac, and Myrtle /Pacific o Center Street, Edinger Avenue to La Verne Avenue - New Storm Drain o Centennial Road, 1100' w/o Fairview - New Storm Drain o College Avenue, Martha Lane to Washington Avenue - New Storm Drain o Edinger, 700' w/o Fairview - New Storm Drain o Bristol Street, McFadden to Civic Center- New Storm Drain o Plaza of the Sun - New Storm Drains to eliminate the annual flooding in the Civic Center Plaza o Fourth Street, Minter to Garfield - Pervious concrete to promote infiltration and reduce flooding 19E -4 _o 0 N i H A 0 2 n 0 r - IL I n £ 19E -5 19E -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: PARK RANGER PROGRAM UPDATE {STRATEGIC PLAN NO. 1, 1} F RECOMMENDED ACTION Receive and file Park Ranger Update. DISCUSSION CLERK OF COUNCIL USE ONLY: _''.SIT ® As Recommended ® As Amended ® Ordinance on 18' Reading El Ordinance on 2nd Reading 0 Implementing Resolution 77 Set Public Wearing For CONTINUED TO FILE NUMBER The Police Department assumed responsibility for the Park Ranger Program on April 18, 2015. Since then, the Police Department has been working towards fully staffing the program with qualified, fully trained and highly motivated Park Rangers. The Police Department has assigned one full -time Park Liaison Officer to the program. In addition, the one existing part -time Park Ranger from Parks and Recreation completed his required POST re- qualification class on December 18, 2015 and has completed the background investigation process. This Park Ranger began his 12- week training program on February 2, 2016. The Police Department was able to successfully hire one part -time Park Ranger, who has since been separated. To date, the Personnel Services Department has received 278 applications for the Park Ranger positions. There were 47 applicants who possessed the minimum qualifications required by the job description. Of the 47 applicants that met the minimum qualifications, 13 remain in the recruitment process. Five applicants were scheduled for the Physical Agility test December 2015 (four passed and are currently in the background investigation process; one reschedule); six applicants will be scheduled for oral interviews in February 2016; and two applicants have asked to have their applications placed on hold. The remaining 34 candidates failed a component of the recruitment process. 19F -1 Park Ranger Program Update February 16, 2016 Page 2 This Item supports the City's efforts to achieve Goal #1 — Community Safety, Objective #1. (Modernize the Community Policing Philosophy to Improve customer service, crime prevention and traffic / pedestrlen /bioyols safety), ��EII1�1i41�1[ There is no fleas] associated with this Item, Carlos Rojas^ Chief of Police Santa Ana Police Department 19F -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: CONTRACT AWARD TO GOLDEN STAR TECHNOLOGY, INC. FOR HEWLETT PACKARD STORAGE (SPEC. NO. 16 -004) {STRATEGIC PLAN NO. 6,1) (SURPLU�-�kL-L CATION UNDI G) l CTTY'l6ANXGER0 RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: __0:• _R 0 As Recommended ® As Amended El Ordinance on 18tReading 0 Ordinance on 2ndReading ® Implementing Resolution M Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one -time purchase and payment of purchase order to Golden Star Technology, Inc. for the purchase of Hewlett Packard storage for City Hall in an amount not to exceed $34,700, subject to non - substantive changes approved by the City Manager and City Attorney. Project is in accordance with the Council approved Surplus Allocation Plan dated October 20, 2015 (see below): Department: Project: Category Total Funding: Technology Network, Data Centers and Servers /Software Technology $385,000 Communications Upgrade DISCUSSION The City utilizes centralized data storage called Storage Area Networks (SRN's) in its City Hall datacenter which houses application and file data. With the ever increasing amount of data being retained and the desire to consolidate servers from other departments, it has become necessary to increase the amount of storage on these systems. The current storage system was purchased in 2013 with a 34 terabyte capacity. This purchase will increase the existing storage capacity to 49 terabytes allowing for the consolidation of both the Community Development Agency and the Planning and Building Agency's systems along with foreseeable systems related to surplus allocation projects. 22A -1 Contract Award for HP Storage February 16, 2016 Page 2 The notice inviting bids was advertised on January 11, 2016 and offers were solicited. A summary of the bids and offers received is as follows: 31 Vendors were notified 10 Vendors downloaded the bid 0 Bids received from a Santa Ana vendor 4 Bids received Vendor Terms Location Golden Star Technology $34,398.27 Cerritos, CA Vology Inc. $38,325.31 Oldsmar, FL Computer Design Center $48,364.65 Brandon, CT Kambrian Corporation $55,598.40 West Covina, CA Bids were received and opened on January 26, 2016, (Exhibit 1). The bid received from Golden Star Technology, Inc. is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets). FISCAL IMPACT Funds in the amount of $34,700 are available in FY 2015 -16 Finance Information Technology account (05010024-66400). Jack Ciulla Cif Technology Innovations Officer Information Technology Department Exhibit: 1. Abstract of bids EG APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrezfy Executive Director Finance and Management Services Agency 22A -2 Conrract Award for HP Storage February 16, 2016 Page 3 ABSTRACT OF BIDS (16 -004) CONTRACT AWARD FOR HP STORAGE INCREASE VENDOR Golden Star Technology, Inc. Vology Inc. LOCATION Cerritos, CA Oldsmar, FL TERMS NET 30 DAYS NET 30 DAYS OFFER $34,698.27 $38,325.31 VENDOR Computer Design Center Kambrian Corporation LOCATION Brandon, CT West Covina, CA TERMS NET 30 DAYS NET 30 DAYS OFFER $48,364.65 $55,598.40 Exhibit 1 22A -3 22A -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: CONTRACT AWARD TO KONE, INC. FOR FREIGHT SERVICE ELEVATOR MOTOR REBUILD (SPEC. NO. 15 -132) (STRATEGIC PLAN NO, 6,2) CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: •:• _k E As Recommended E] As Amended E] Ordinance on 161 Reading 0 Ordinance on 2nd Reading Cl Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one -time purchase and payment to KONE, Inc. for rebuilding the failed hoist motor in freight elevator number 4H in the Police Department Detention Facility in an amount not to exceed $44,000.00, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 20, 2015, KONE, Inc., the original equipment manufacturer of the Jail freight service elevator 4H, completed the manufacture and installation of a new circuit board driver on the elevator. During the installation of the new circuit board driver it was discovered that the hoist motor is in need of repair /rebuilding due to an internal wiring malfunction. This condition was not detectable with a non - operable circuit board driver. Jail elevator 4H is the only freight service elevator in the Jail with roof access. The inoperable service elevator has precluded Building Maintenance staff and contractors from completing necessary repairs as they are unable to transport heavy equipment to the roof and various housing units. Having a fully operational service elevator will ensure that staff can transport personnel and equipment to multiple floors during normal operations, and more importantly during an emergency. The State of California must certify the elevator for operation and will only certify the circuit board driver from the original equipment manufacturer, KONE, Inc. In order to prevent any potential damage to the already State certified driver when the rebuilt motor is connected and powered up, staff has determined that KONE, Inc. is the best qualified to perform the motor repair. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). 2213-1 Contract Award for Elevator Motor Rebuild February 16, 2016 Page 2 FISCAL IMPACT Funds in the amount of $44,000 are available in FY 2015 -16 Criminal Activities - Department of Justice account (02614450- 62300). RC /LE /ds APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency 228 -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: CONTRACT AWARD TO IPS GROUP INC., FOR DOWNTOWN PARKING METER OPERATIONS & MAINTENANCE (SPEC. NO. 16 -023) (STRATEGIC PLAN NO. 3, 4B, 4C) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1't Reading ❑ Ordinance on 2 "' Reading ❑ Implementing Resolution ❑ Set Public Wearing For CONTINUED TO FILE NUMBER Award a contract to IPS Group Inc. for the expansion of the smart meter program and enhancement of additional features for the balance of the initial five -year agreement expiring May 19, 2019, in an amount not to exceed $486,000, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 18, 2014, Council approved the release of a Request for Proposals to replace on- street parking meters in Downtown. After reviewing and evaluating proposals from four qualifying firms, City staff determined IPS Group, Inc. (IPS) was the top firm and received the highest overall ranking as a result of their proposal and interview. Therefore, on May 20, 2014, Council approved a five -year term agreement effective through May 19, 2019 with five, one -year renewal options with IPS, to provide single space parking meters, in- ground sensors and the Data Management System reporting software. The purchase of these smart meters was intended to replace outdated parking technology while fulfilling the evolving needs of the Downtown. These smart meters provide electronic payment options, such as credit card and pay -by -phone features to enhance the overall parking experience. When paired with in- ground sensors, which detect the absence and presence of a vehicle, the meters reset upon vehicle departure and prevent feeding of the meter beyond the posted time limit to increase vehicle turnover. Phase I of the Downtown smart meter program began in July 2014 and continued with the installation of the in- ground sensors in September 2014. By the end of December 2014, city wide meter revenue had increased by an average of $11,000 per month since the installation of the smart meters and sensors. Phase II of the Downtown smart meter program began in October 2015 with the adjustment of parking meters rates as a result of the adoption of the Downtown Enhancements and Parking Modernization Plan. As a result of the modernization efforts, by the end of December 2015, the 22C -1 Contract Award for Downtown Parking Meter Operations & Maintenance February 16, 2016 Page 2 City's revenue generated from credit card transactions increased by an average of $23,000 per month since the adjustment of meter rates. In order to meet the needs of the Downtown parking meter users and enhanced customer service levels, additional funds for the continuation of Phase II are required. The current agreement with IPS allows for on -going monthly operating and maintenance expenses. Staff recommends approval of the recommended action to allocate the necessary funds for the on -going monthly operating and maintenance expenses ($234,000), extended warranty purchases ($126,000), miscellaneous costs for repairs ($45,000) and a contingency ($81,000) for the expansion of the smart meter program and further enhancements of pay -by -phone features to facilitate daily operations. STRATEGIC PLAN ALIGNMENT Approval of these items assists the City in meeting Goal #3 — Economic Development, Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy B (create a comprehensive program to manage parking that includes innovative strategies to provide parking , create revenue and enhance accessibility in the downtown), Strategy C (use technology to promote downtown Santa Ana businesses, entertainment, restaurants as well as to improve patron experience [e.g. smartphone application, wayfinding application, smart meters, electric vehicle charging stations, etc.). FISCAL IMPACT Funds are available for the operating costs for the balance of FY 2015 -2016 (March 2016 -June 2016) and the three remaining years (FY 2016 -17, 2017 -18 and FY 2018 -19) of the contract will be budgeted into the Parking Meter— Contract Services account (02710131- 62300) as follows: Fiscal Year Account Amount FY 2015 -16 (March 1, 2016 -June 30, 2016) 02710131 -62300 $ 54,000 FY 2016 -17 02710131 -62300 162,000 FY 2017 -18 02710131 -62300 162,000 FY 2018 -19 (July 1, 2018— February 28, 2019) 02710131 -62300 108,000 Total $486,000 APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance and Management Services Agency 22Ci -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: INCLUSIONARY HOUSING AGREEMENT WITH THE LINE AT SANTA ANA, LLC {STRATEGIC PLAN NO. 5, 3B} 1 CITY MANA ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 et Reading ❑ Ordinance on 2na Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an Inclusionary Housing Agreement with The Line at Santa Ana, LLC for The Line Apartments, in an amount not to exceed $1,221,437.20, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Housing Opportunity Ordinance ( "Ordinance ") encourages the development of affordable housing by requiring the inclusion of affordable units within developments that involve either an increase in the density otherwise available under applicable zoning and development standards; a change in land use designation from a zoning regulation that does not permit residential uses to one that does permit residential uses; or the conversion of rental units to condominium ownership. This ordinance applied to all projects entitled after November 2011. Developers can pay an in -lieu fee based on the habitable square foot of the project to satisfy the Ordinance requirements. The Line at Santa Ana, LLC, developer of The Line Apartments project located at 3630 W. Westminster Avenue (Exhibit 1), will comply with the Housing Opportunity Ordinance by paying an in -lieu fee of $9.35 per habitable square foot in the total amount of $1,221,437.20. The developer has been working with staff to complete the documents required by the Housing Opportunity Ordinance. The Inclusionary Housing Agreement (Exhibit 2) satisfies the inclusionary housing requirement of the project and is consistent with the standards set forth in the Ordinance. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support 25A -1 Inclusionary Housing Agreement — The Line February 16, 2016 Page 2 efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy B (Ensure compliance with the City's Housing Opportunity Ordinance by requiring rental and ownership housing projects that meet specified criteria provide a minimum of 15% affordable units). FISCAL IMPACT It is anticipated that funds in the amount of $1,221,437.20 may be received in FY 2015/16 when the developer pulls permits for the project. Upon receipt, the revenues will be deposited into the Inclusionary Housing Fund revenue account (no. 41718002 - 57896). Kelly Red. ds Executive Director Community Development Agency Exhibits: 1. Location Map 2. Inclusionary Housing Agreement NV /JB APPROVED AS TO FUNDS AND ACCOUNTS: A: � Francisco Gutierrez Executive Director Finance & Mgt. Services Agency 25A -2 MULTI- FAMILY RESIDENCE 0 w J O m ■ PROPOSED PROJECT LOCATION 3630 WEST WESTMINSTER AVENUE CITY OF GARDEN GROVE WESTMINSTER AVENUE EXHIBIT 1 25A -3 k cw 25A -4 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Attention: City Clerk To be recorded without fee. (Space Above This Line For Recorder's Use Only) (Government Code, §§ 6103 and 27383) INCLUSIONARY HOUSING AGREEMENT THIS INCLUSIONARY HOUSING AGREEMENT is dated as of February 16, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, and The Line at Santa Ana, LLC, a limited liability company ( "Developer "). RECITALS A. The City's Housing Opportunity ( "Ordinance ") was originally adopted by the City Council on November 28, 2011 and is codified in Article XVIII.1 Section 41 —1900 of the City's Municipal Code. The Ordinance was amended by the City Council on September 1, 2015, in Ordinance No. NS -2881, and on October 6, 2015, in Ordinance No. NS -2885. B. The Developer is the fee owner of the Property located at 3630 W. Westminster, Santa Ana, California. C. The Developer desires to, at.the Developer's sole cost and expense, develop a two hundred and twenty eight (228) unit Project on the Property. D. On January 25, 2016, the Planning Commission adopted a resolution approving Site Plan Review No. 2016 -01, which sets forth the City Approvals for the Project. Incluslonery Housing Agreement Page 1 City of Santa Ana EXHIBIT 2 25A -5 E. On December 21, 2015, the Program Director, acting on behalf of the City, approved an Inclusionary Housing Plan that was prepared by the Developer in accordance with the requirements imposed by the Ordinance. F. This Inclusionary Housing Agreement, when fully executed by the City and the Developer and recorded, is intended to satisfy the requirement that the Developer enter into an Inclusionary Housing Agreement, as set forth in the Ordinance and the conditions to City Approvals. NOW, THEREFORE, in consideration of the mutual promises set forth in this Inclusionary Housing Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the City and the Developer, the Parties, agree as follows: DEFINITIONS OF TERMS The following words, terms and phrases are used in this Inclusionary Housing Agreement, as follows, unless the particular context of usage of a word, term or phrase requires another interpretation. Administrative Procedures means the regulations promulgated by the Executive Director pursuant to the Ordinance. City means the City of Santa Ana, California. City Approvals are defined as the entitlement approvals and the Inclusionary Housing Plan that must be approved by the Program Director prior to the issuance of building permits for the Project. City Council means the City of Santa Ana City Council. Default means the failure of a Party to perform any action or covenant required by this Inclusionary Housing Agreement within the time period provided herein following notice and opportunity to cure, as set forth in Article 3 — Section I of this Inclusionary Housing Agreement. Developer means the developer of the Project. Inclusionary Housing Agreement Page 2 City of Santa Ana 25A -6 Effective Date means the date on which this Inclusionary Housing Agreement is approved and executed by appropriate authorities of the Developer and the City; and this Inclusionary Housing Agreement is delivered to the Developer. Executive Director is the Executive Director of the Community Development Agency of the City. The Executive Director, or designee, has the ultimate authority to evaluate appeals submitted in relation to the Administrative Procedures. Exhibits means the exhibits to this Inclusionary Housing Agreement, which are listed in Article 1 - Section V. Incluslonary Housing Fund means a separate fund of the City which is codified in Article XVIII.1 Section 41 -1909 of the City's Municipal Code. The fund was established for the specific purpose of providing the City with funds to assist in the development of housing that is affordable to low and moderate income households. Inclusionary Housing Plan means a plan submitted for approval to the Program Director that details the manner in which the Inclusionary Housing obligations will be fulfilled by the Project. The Inclusionary Housing Plan is attached as Exhibit 3 to this Inclusionary Housing Agreement. In -Lieu Fee refers to a fee that may be paid by the Property Owner in specific circumstances in lieu of providing Inclusionary Units within a Project, as provided in the Ordinance. Ordinance means the Housing Opportunity Ordinance originally adopted by the City Council on November 28, 2011, and as amended by the City Council on September 1, 2015, in Ordinance No, NS -2881, and on October 6, 2015, in Ordinance No. NS -2885, which is codified in Article XVIII.1 Section 41 -1900 et seq. of the City's Municipal Code. Party and Parties mean the City and the Developer as parties to this Inclusionary Housing Agreement. Program Director has the day -to -day authority for making determinations related to the Ordinance and its implementation. The Program Director will be appointed by the Executive Director. Inclusionary Housing Agreement Page 3 City of Santa Ana 25A -7 Project means the housing project proposed to be developed on the Property at the Developer's sole cost and expense. Property means the real property, as shown on Exhibit 2 attached to this Inclusionary Housing Agreement, on which the Project is to be developed, for which the legal description is provided in Exhibit 1 to this Inclusionary Housing Agreement. Inclusionary Housing Agreement Page 4 City of Santa Ana 25A -8 ARTICLE 1 PARTIES; REPRESENTATIONS AND WARRANTIES; EFFECTIVE DATE; RECITALS; AND EXHIBITS L Parties to this Incluslonary Housing Agreement -A. City. The City is a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. The address of the City, for the purposes of this Inclusionary Housing Agreement, is: City of Santa Ana Community Development Agency 20 Civic Center Plaza, M -26 Santa Ana, California 92701 Attention: Program Director Facsimile Number: (714) 647 -6549 I -13. Developer. The Developer is a limited liability company. The principal office and address of the Developer, for the purposes of this Inclusionary Housing Agreement, is: The Line at Santa Ana, LLC 1880 Century Park East, Suite 600 Los Angeles, CA 90067 Attention: Charles Tourtellotte II. Developer Representations And Warranties The representations and warranties of the Developer contained in Article 1 -- Section II shall be based upon the actual knowledge of the Developer as of the Effective Date, and are true and correct as of the Effective Date. The Developer's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Inclusionary Housing Agreement, shall survive the execution and delivery of this Inclusionary Housing Agreement. Inclusionary Housing Agreement page 5 City of Santa Ana 25A -9 The Developer hereby makes the following representations, covenants and warranties, and Developer acknowledges that the execution of this Inclusionary Housing Agreement by the City has been made in material reliance by the City on such covenants, representations and warranties: II -A. The Developer is a limited liability company, lawfully entitled to do business in the State of California and the City. The Developer has the legal right, power and authority to enter into this Inclusionary Housing Agreement and the instruments and documents referenced herein and to consummate the transaction contemplated hereby. The persons executing this Inclusionary Housing Agreement and the instruments referenced herein on behalf of the Developer hereby represent and warrant that such persons have the power, right and authority to bind the Developer. II -B. The Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Inclusionary Housing Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for the Developer's authorization to enter into this Inclusionary Housing Agreement. II -C. Neither the execution of this Inclusionary Housing Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument, or other obligation to which the Developer is a party or by which the Developer may be bound, or to the best of the Developer's knowledge, under any law, statute, ordinance, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Developer or to the Property. II -D. This Inclusionary Housing Agreement is, and all agreements, instruments and documents to be executed by the Developer pursuant to this Inclusionary Housing Agreement shall be duly executed by, and to the best of the Developer's knowledge, are or shall be valid and legally binding upon the Developer and enforceable in accordance with their respective terms. Inclusionary Housing Agreement Page 6 City of Santa Ana 25A -10 Ill. Effective Date This Inclusionary Housing Agreement is dated February 16, 2016 for reference purposes only. This Inclusionary }-lousing Agreement shall not go into effect before the Effective Date. IV. Recitals The Recitals set forth above are true and correct. The Recitals are incorporated into this Inclusionary Housing Agreement in their entirety by this reference. V. Exhibit List The following is a list of the exhibits attached to this Inclusionary Housing Agreement, Each of the exhibits is incorporated by reference into the text of this Inclusionary Housing Agreement. Exhibit 1 Legal Description of Property Exhibit 2 Site Map Depicting Property and Zoning Designations Exhibit 3 Inclusionary Housing Plan Induslonary Housing Agreement page 7 City of Santa Ana 25A -11 ARTICLE 2 INCLUSIONARY HOUSING COVENANTS I. Developer Compliance with the Ordinance The Developer acknowledges that the City has provided the Developer with copies of the Ordinance. The Developer is familiar with the requirements of the Ordinance and shall ensure that the Project complies in all material respects with this Inclusionary Housing Agreement and the requirements set forth in the Ordinance. tl. In -Lieu Fee In lieu of providing any Inclusionary Units, the Developer shall pay to the City the sum of $1,221,437.20 prior to obtaining the first building permit related to the Project. Inclusionary Housing Agreement Page 8 City of Santa Ana 25A -12 ARTICLE 3 DEFAULTS AND REMEDIES Default If either Party defaults with regard to any provision of this Inclusionary Housing Agreement, the non - defaulting Party shall serve written notice of such default upon the defaulting Party. If, after the service of written notice of such default, the defaulting Party does not cure such default within thirty (30) calendar days after service of the notice of default (or, if such cure reasonably takes longer than thirty (30) days, if such cure has not been commenced within the thirty (30) day period or is not diligently completed within a reasonable time, not to exceed an additional sixty (60) calendar days), the defaulting Party shall be in Default of the terms of this Inclusionary Housing Agreement, and shall be liable to the other Party for damages caused by such Default. Alternatively, the non - defaulting Party, at its option, may institute an action for specific performance of the terms of this Inclusionary Housing Agreement. 11. Legal Actions In the event of a breach or potential breach of program requirements, 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 consistent with the purposes of this Inclusionary Housing Agreement. II -A. The City's actions may include, but are not limited to, the following: The following legal actions: Actions to enforce compliance with the program requirements and to enjoin any actions by the Developer that violate program requirements; Actions to disapprove, revoke or suspend any permit, including a Building Permit, Certificate of Occupancy or other discretionary approval; C. Injunctive relief and damages; and Inclusionary Housing Agreement Page 9 City of Santa Ana 25A -13 d. Civil citations with monetary penalties for violations of the Inclusionary Housing Agreement. 2. All such restitution shall be made to the City. Any funds received by the City under this provision of this Inclusionary Housing Agreement shall be placed in the City's Inclusionary Housing Fund. 11 -8. The laws of the State of California shall govern the interpretation and enforcement of this Inclusionary Housing Agreement. 11 -C, In the event that any legal action is commenced by the Developer against the City, service of process on the City shall be made by personal service upon the Clerk of the City Council, or in such other manner as may be provided by law. II -D, In the event that any legal action is commenced by the City against the Developer, service of process shall be made by personal service on the Developer's designated agent at such address as may be specified in written notice to the City, or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California. Ill. Rights and Remedies are Cumulative The rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of 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. Inclusionary Housing Agreement Page 10 City of Santa Ana 25A -14 ARTICLE 4 GENERAL PROVISIONS Notices, Demands and Communications Between the Parties Any and all notices, demands or communications submitted by any Party to another Party pursuant to, or required by, this Incluslonary Housing Agreement shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by registered or certified United States mail, postage prepaid, return receipt requested, to the address of the City and Developer, as applicable, as designated in Article 1 -- Section I of this Inclusionary Housing Agreement. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time -to -time designate as provided in this Section. Any notice, demand or communication shall be deemed to be received by the addressee, on the day that it is personally delivered, if dispatched by messenger, or two (2) calendar days after it is placed in the United States mail. In addition to the submission of notices, demands or communications to the Parties via Unified States mail, copies of all notices shall also be delivered by facsimile to the facsimile numbers designated in Article 1 — Section i. II. Conflict of Interest No council member, official, contractor, consultant, attorney or employee of the City having any conflict of interest, direct or indirect, related to this Inclusionary Housing Agreement, or in the development of the Property, shall participate in any decision relating to this Inclusionary Housing Agreement, The Parties represent and warrant that they do not have knowledge of any such conflict of interest. III. Non - liability of City or City Officials and Employees No council member, official, contractor, consultant, attorney or employee of the City shall be personally liable to the Developer, any voluntary or involuntary successors and assignees, or any lender or other party holding any interest in the Property, in the event of any default or breach by the City, or for any amount which may become due to the Developer or to its successors or assignees, or on any obligations arising under this Inclusionary Housing Agreement. Inclusionary Housing Agreement Page 11 City of Santa Ana 25A -15 IV. Indemnification The Developer agrees to indemnify and hold the City, and their officers, employees and agents, harmless from and against all damages, judgments, costs, expenses and fees arising from or related to any negligent or wrongful act or omission of the Developer in performing its obligations hereunder. The City agrees to indemnify and hold the Developer and its officers, employees and agents, harmless from and against all damages, judgments, costs expenses and fees arising from or related to any negligent or wrongful act or omission of the City in performing its obligations hereunder. V. No Waiver Failure to insist upon strict compliance with any of the terms, covenants, conditions and restrictions hereof on any one occasion shall not be deemed a waiver of such term, covenant, condition or restriction. Any waiver or relinquishment of rights or powers hereunder at any one time or more times shall not be deemed a waiver or relinquishment of such other rights or powers at any other time or times. VI. Attorneys' Fees and Costs If either Party hereto files any action, or brings any action or proceeding against the other arising out this Inclusionary Housing Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs. The recovery shall be treated as an element of its costs of the suit, and not as damages. The amount of the recovery shall be fixed by the court in such action or proceeding, or in a separate action or proceeding brought to recover such attorneys' fees and costs. VII. Jurisdiction and Venue Any legal action or proceeding concerning this Inclusionary Housing Agreement shall be filed and prosecuted in the appropriate State of California court in Orange County, California. Each Party hereto irrevocably consents to the personal jurisdiction of that court. The City and the Developer each hereby expressly waive the benefit of any provision of federal or state law or judicial decision providing for the filing, removal, or change of venue to any other court or jurisdiction, including without implied limitation, federal district court due to any of the following: indusionary Housing Agreement Page 12 City of Santa Ana 25A -16 f . Any diversity of citizenship between the City and the Developer; or 2. The fact that the City is a party to such action or proceeding; or 3. That a federal question or federal right is involved or alleged to be involved. Without limiting the generality of the foregoing, the Developer and the City specifically waive any rights provided to it pursuant to California Code of Civil Procedure 394, The Developer acknowledges that the provisions of this Article 3 — Section VII are material consideration to the City for its entry into this Inclusionary Housing Agreement, in that the City will avoid the potential cost, expense and inconvenience of litigating in a distant forum. VIII. Successors and Assigns This Inclusionary Housing Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. IX. No Third Party Beneficiaries The performance of the City's and the Developer's respective obligations under this Inclusionary Housing Agreement are not intended to benefit any party other than the City or the Developer, except as expressly provided otherwise herein. No person or entity not a signatory to this Inclusionary Housing Agreement shall have any rights or causes of action against any Party to this Inclusionary Housing Agreement as a result of that Party's performance or non - performance under this Inclusionary Housing Agreement, or for the enforcement of any provisions of this Agreement, except as expressly provided otherwise herein. X. Entire Agreement This Inclusionary Housing Agreement integrates all of the terms and conditions mentioned herein or incidental hereto. This Inclusionary Housing Agreement supersedes all negotiations or previous agreement between the Parties with respect to all or any portion of the Property and the Project thereof, Inaluslonary Housing Agreement Page 13 City of Santa Ana 25A -17 XI. Recordation The Developer and the City agree to permit recordation of this Inclusionary Housing Agreement in the Office of the County Recorder of Orange County, California. XII. Termination Upon satisfaction of the requirements detailed herein, this Inclusionary Housing Agreement shall automatically and immediately terminate and shall have no further force and effect. Upon the termination of this Inclusionary Housing Agreement, the Developer shall have no further obligations or liability hereunder. The City and the Developer agree to promptly execute, acknowledge and deliver for recordation any documents that may be necessary to remove this Inclusionary Housing Agreement as encumbrance against title to any portion of the Property. Inclusionary Housing Agreement Page 14 City of Santa Ana 25A -18 IN WITNESS WHEREOF, the Parties hereto have duly executed this Inclusionary Housing Agreement as of the dates set forth below. SIGNATURE PAGE TO INCLUSIONARY HOUSING AGREEMENT CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation al Name: David Cavazos Its: City Manager Date: ....1 611011111104TUMA �-' ( 6"k \J'S=tq A4�;sj.,� City Attorney City of Santa Ana Indusionary Housing Agreement Page 15 City of Santa Ana 25A -19 SIGNATURE PAGE TO INCLUSIONARY HOUSING AGREEMENT DEVELOPER: The Line at Santa Ana, LLC IG1 0 Name: Its: Date: 0 Name: Its: Date: Inoluslonary Housing Agreement Page 96 City of Santa Ana 25A -20 EXHIBIT 1 LEGAL DESCRIPTION OF PROPERTY Incluslonary Housing Agreement — Ownership Project City of Santa Ana January 2015 LA2477117.1 225268.10001 25A -21 EXHIBIT 1 LEGAL DESCRPTiON OF PROPERTY That certain real property situated In the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL 2, OF PARCEL MAP NO, 80-885, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED IN BOOK 155 PAGES 25 AND 26 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 198. 081 -28 MAY02.00D3 1024333,1 25A -22 EXHIBIT 2 SITE MAP DEPICTING PROPERTY AND ZONING DESIGNATIONS Inclusionary Housing Agreement— Ownership Project City of Santa Ana January 2015 LA2477117.1 225268.10001 25A -23 WESTMINSTER -------- Q Y r L .r SP -2 d zaau SP-2 I SP -2 1 jU 11 _ _ SP -2 1 E ill , I----- - - Ri --'i RI o jl II Garden Grove Rt PROJE rffm Err v„rrnv N "NE ! Rl RI RI All Rt Rt R1 31i R2 M7 ITT m � oRi II R1 SETE R 3 " a Sp- R2 R2 g RI .1 In K IL °^ 'oq R m Rl IT Rl 1 nn 12 a SP- i R2 R2 1 R, fl 1 1 HAZARD AV. wz n" v Rt O01 3D -53 I -1 _ I I � II ptq] =PAp m II —' /; R, 0 ftiIl c °a R1 i�. - 5 SP- R2 R2 Sz- 2 c g $P- RL AN IT Rl II PS II R4 -PRD II el II II II II I �I II LILII II -11_I Rl SP -2 SP -2 1 Al GENE2ALAGRCUWRALt CR OCMMEFCALRE3DR47AL R1 SNGLEFAMILYFE9DMTIAL -B PARa NGMODIRCATION GC GOVE;NMENTCETTER R2 M FAMILYFESDENCE CSM COMMEMALSOUTHMAIN M1 LIGHTINDUSTRAL R3 MULnPLEDENSWMULTIPLE C1 OCMMUNITVOCMMFRJAL M2 HEAVYINDUSflRAL FAMILYRESDENCE CI-MD OCUM. COMMER7AUMUSH- MDISTRICT MO MILITAWOPERaTIONG R4 SIBURBANARARRNENTG C2 GFNEiALODMMEPJAL 0 OPEN SACE FE REE)DENTIALEBTATE C3 CENT I-13USNE>J P PROFESSIONAL SD SPEURC DEVELOPMENT CEOA CENTRAL BUSNES&AWETMLIAGE PCD PLANNED OCMMUNITY DEVELOPMENT S S'EIRCPLAN CA PLANNEDSHOPPNGCENTBR PRE RANNEDRESDMIALDE/B- OFMENT 05 ARIERALOCMMERDAL SPR 2016 -01 THE LINE 3630 WESTMINSTER AVENUE - - =500 FEET 1" =1000 FEET P L A N N I N G A N D B U I L D I N G A G E N C Y EXHIBIT 2 A fyITY 4p EXHIBIT 3 INCLUSIONARV HOUSING PLAN Incluslonary Housing Agream ent— Ownership Project City of Santa Ana January 2015 LA2477117,1 225288 -10001 25A -25 The Lillie at Santa Ana, LLC 1880 Century Parl<East, Ste. 600, Los Angeles, California 90067 Main (310) 552 -0065 SB (858) 720 -1700 Facsimile (310) 552 -0075 November 20, 2015 Ms. Hally Soboleske Associate Planner City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92702 Re: The Line (DP-2015-12, ER- 2015 -27, Master ID 2015- 120032); 3630 W. Westminster Avenue, Santa Ana, CA 92703 DearMs, Soboleske, On behalf of The Line at Santa Ana, LLC (the "Applicant') we enclose the Inclusionaiy Housing Plan application (the "IHP Application') for the above referenced project. We understand that the City regards the above referenced project as a "pipeline project" under Section 41 -1910 of the Santa Ana Municipal Code ( "SAMC "), whicb provides that pipeline projects may comply with the ITousing Opportunity Ordinance by paying "an in lieu Pee of $9.35 per square foot of Habitable space for the entire Project's inclusionary housing obligation." The Applicant understands that the existing IHP Application form has not yet been updated to accommodate recent revisions to the City's Housing Opportunity Ordinance, including amendments to Section 41 -1910, and therefore by this letter clarifies that the Applicant's IHP Application proposes an in-lieu fee of $9.35 per squ= foot of habitable space, pursuant to the option set forth in SAMC Section 41 -1910, As set forth in the IHP Application; the project's total habitable space is 130,635 square feet. The Applicant reserves all rights regarding the consistency of the impositions imposed upon the project pursuant to the Housing Opportunity Ordinance with applicable state and federal law. The Applicant further reserves the right to make modifications to the IHP Application or to propose an alternate plan under the Housing Opportunity Ordinance, Sincerely, By: The Line At Santa. Ana, LLC a Delaware limited liability company, By: LaTerra Investments 11, LLC, a California limited liability company, Its Manager By: LaTerra Development, LLC a California limited liability company, its Maria i>r �— -- Laurerne:al Counsel 25A -26 and Building Agency Planning Division nPlanning 20 Civic Center Plaza P.O. Box 1986 (M-20) Santa Ana, CA 92702 (714) 647 ^6004 wwu:santa- ana.arg INCLUSIONARY HOUSING PLAN OWNER/APPLICANT INFORMATION Li Vic, A� �G ofi' ha, LL L' ( I DI e2- Legal Owner Full name ar Pumon, Firm or Corporauut, Area Codo Phone Number I$�0 Cf'nI W ayr' a Sl�±i fin (10) 5 — �b75 Melling Address Applicant 1 rl e 1YI & &+ 554 nil Area Code Fax Number ,! ( 8I6) Number Full name of Poraon, Firm or Carporallon a 2 11-- �i� S�i�z (�6�I aling Address Area Cade Phone a d� Area Cade Fax`Nwnber I. Contact Person 07 Area Code Phone Number Area Cade Moule Phone Number Area Code Fax Number PROJECT DESCRIPTION Assessor Parcel Number(s): � U ` U Z (� R -- Total number of units proposed:_ Number of Rental Units: _�Z, % C1 Number of For Sale units; Number of 16% Inciusionary obligation: Identify the gross livable area of the proposed project (Including private balconies, decks and patios). Lab, &? square feet Will the project be constructed in phases? Yes No Is a density bonus being requested? Yes V� No Project Address; CITY APPROVALS (Ir applicable) IINN.C,Ii.USIONARY HOUSING PLAN NO, ..__ �, r, • „ ("' 9 APPROVE Ll DENY Date: , k �(C Signature: _ ice \ .� ;J1 Page 1 of4 a:Plonninp�Clodmd Caunlar Form nW60npplWallml IHS 25A -27 CDM HOUSING ALTERNATIVES Select the applicable alternatives to indicate how the project will comply with the inoluslonary housing requirement: on-site construction ofinclusionary units 1��t1p3�S.`(•" In -lieu fee payment for entire obligation In -lieu fee payment for fractional unit Land dedication Note: For development projects with more than 20 units requesting in -lieu fee payment to fulfill their units on oluldtsubstantially "substantial t providing inclusionary exceed the amount of theapplicablenn -lieu fee Is to be provided with this application. Please complete the following table(s) as it applies to your project proposal: Proposed Rental HRUSIMI Projects: Number of Unit Size Number of Number of Very-Low oPercent Number of (Square Market Rate Low Income Income mof Total Bedrooms Feet) Units Units Units Units y If the calculation of the number of required mcluslonary housing units results Ina fraction, the developer he$ the option to Inclusovide housing additional In multiplied by the housing unit or In) ley Feel Lleu Fee equal to the percentage represented by the fractional Page 2 of A 6:PlannbiglCivdavl- Callatel Porme1H00pppllcvllon IHs 25A -28 Proposed Ownership Housing Projects; Number of Bedrooms Unit Size (Square Feet Number of Market Rate Units Number of Moderate income Unit ;Number JofPercent of Units Studio 1 2 3 4 5 .�- Total Required Exhibits to the Inclusionary Housing Plan A. ❑ Narrative description of the entire project; B. ❑ Site plan that depicts the entire project (ininimum 11" x 17 "); C. ❑ Depiction of the location of the Inclusionary housing units; and D. ❑ if applicable, a phasing plan that provides for the proportionate number of the total inclusiohary housing unit requirement to be built within each phase of the project, E. ❑ If applicable, provide the In -Lieu Calculation Summary for the project. Page 3 Of 4 9;Plonning \Cloricvl•OOUnter FormelNOOappllcallan ifl6 25A -29 Property OWNER'S AFFIDAVIT I hereby certify that I am the legally authorized owner of all property Involved In this application or have been empowered to sign as the property owner on behalf of a corporation, partnership, business, etc., as evidenced by separate instrument attached herewith.I hereby grant to the applicant submitting this form full power to sign all documents related to this application, including any conditions or litigation measures as may be deemed necessary. I declare under penalty`of perjury that the foregoing is true and correct. Executed on (Date) 11 /20/15 at Los Angeles, California Property Owner's Signature By: The Line At Santa Ana, LLC a Delaware limited liability company, By: LaTerra Investments II, LLC, a California limited liability company, Its Manager By: LaTerra Development, LLC a California limited liability company, Its Mara ' rfber Lauren Boyd, General Counsel APPLICANT'S AFFIDAVIT I hereby certify that the statements furnished above and in the attached exhibits represent the data and Information required for this initial evaluation and that the facts, statements and information presented are true and correct to the best of my knowledge and belief. Further, should the stated Information be found false or Insufficient, I agree to the return of this form for appropriate revisions, understanding the City of Santa Ana cannot process this form until all applicable Information is corrected or provided by the applicant. I hereby certify that I have been legally authorized by the property owner to present this application and to sign on behalf of all documents related to this application, including any conditions or litigation measures as may be deemed necessary. Note: When the applicant is a corporation, partnership, business, etc., a separate document verifying the authorization to sign for such applicant is required. I declare under penalty of perjury that the foregoing is true and correct. Executed on (Date) 11/20/15 at Los Angeles, California Property Owner's Signature By: The Line At Santa Ana, LLC a Delaware limited liability company, By: LaTerra Investments II, LLC, a California limited liability company, Its Manager By: LaTerra Development, LL a California limi y company, Its Manag i ember General Counsel Page 4 of 4 ST[annlnU00dC.IC00wr FoMmooappl[wUon 1 /IG 25A -30 W WOT1 Iff Mff Im • CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED DONATION AGREEMENT WITH LATINO El HEALTH ACCESS TO SUPPORT AN ART 1-1 El COOPERATIVE {STRATEGIC PLAN NO. 5,4) As Recommended As Amended Ordinance on 18' 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 an agreement with Latino Health Access for a one -time donation amount of $1,500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042 establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Councilmember Angelica Amezcua recommends to appropriate $1,500 to Latino Health Access to support an art cooperative, Manos Unidas Creando Arte, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 25B -1 Donation Agreement with Latino Health Access to Support an Art Cooperative February 16, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015- 62300). The $1,500 will be spent from Councilmember Angelica Amezcua's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: nhL\lg r R r 11 Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 25B -2 City Manager's Office - M -31 City Of Santa Ana 20 Civic Center Plaza Donation Request P.O. Box 1988 Santa Ana, CA 92702 a (714) 647.5200 Contactlinformation Fame: Nancy Mejia itle: Program Director fAddress: 1450 W 4th St �- - (city, State, zip: (Santa Ana Ca 92701 fPnone: x17145427792 r ~u r.., email: r_ nmejia @latinohealthaccess.org ���_ Fax 714 -542 -7792 Name: Latino Health Access Tax - Exempt Status: Is your organization a non -profit or public tax - exempt organization as defined under Section 501(c)(3) of the Internal Revenue Code? Select One: Yes ❑ No If No, you will only qualify for a credit for City - related costs for your request (i.e. permit fees, staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if If Yes, w 33- 0562943 approved, credit may or may not cover full cost of requested City services. ax ID #: Ddniitlon Reauest' City Services Credit -_, $ �_�� Date Needed: /'i 9 /ZOt3 Mayor /Councilmember: �� Amezcua �® Amount RequestedT�J�Y_�.. Direct Payment Amount Requested: �- Ig1, 500.00 Event Date: �On GDing Event Time: (Event Location: Community Center & Park Familias Corazones Verdes Address, City, State, Zip There are multiple benefits. One, it will create opportunities to awaken knowledge and talents of unemployed residents to Description of become entrepreneurs. It will also bring together the community's artistic knowledge so we can learn from each other (the cooperative model allows for more members tojoin). It will also promote the recycling, reuse, and transformation of Event /Purpose: materials for creative and economic development purposes, and create a collective system of equitable and sustainable production. The donation will support the formalization of the cooperative Maros Unidas Creando Arta. LHA has been supporting the - incubation of this micro - enterprise. The group consists of Santa Ana moms who were unemployed and were inspired to F,,,,,,tyenefit: collectively work to give life to new social, cultural, and economic opportunities in Santa Ana through the production of crafts andjewelry with recycled materials. The donation will support the group in taking that next step to get incorporated as an official business cooperative, to purchase materials needed for production, such as electric paper cutter, crafts glue, I� - jewelry supplies, and to pay fees associated with permits to sell teir products at various events and venues. - IAppl l cant Signature: + (Date: I a • c• s Mail: City Manager's Office- M -31 Email: donationrequest @santa- ana.org ^ ^�� 20 Civic Center Plaza Fax: (714) 647 -6954 P.O. Box 1988 Santa Ana, CA 92702 T_— Donation Request #: i DR - Referenre 0 on all related APVS Council Meeting Date: Eligibility Met: 'I, YES I NO Approved Amount: --- - -� -_- City Manager Signature: _. _.. Date: Exhibit 0 Revised 11/16/2015 LUGP_J 25B -4 CITY OF SANTA ANA DONATION AGREEMENT WITH LATINO HEALTH ACCESS 1. PARTIES AND DA'Z'E This Donation Agreement ( "Agreement ") is entered into on FEBRUARY 16, 2016 by and between the City of Santa Ana, a municipal corporation ( "City") and LATINO HEALTH ACCESS, a California 501(c)3 NON - PROFIT ORGANIZATION ("Recipient'). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement, 2. RECITALS 2.1 Community Benefit, The City wishes to provide Recipient with Raiding to assist Recipient in FACILITATING AN ART COOPERATIVE FOR UNEMPLOYED RESIDENTS ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding for this Community Benefit. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER ANGELICA AMEZCUA, believes there is a public purpose in supporting the Community Benefit because it will BRING THE COMMUNITY'S ARTISTIC KNOWLEDGE TOGETI -M, AND PROMOTE UPCYCLING. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with ONE THOUSAND, FIVE HUNDRED DOLLARS ($4500) for an ongoing program, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terns of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect unless and until terminated by the City, The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the farads will be used for a purpose which may cause a significant risk of EXHIBIT 2 25B -5 CITY OR SANTA ANA DONATION AGREEMENT Page 2 of 3 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity heroin provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. -- signatures on following page -- EXHIBIT 2 25B -6 CITY OF SANTA ANA DONA'T'ION AGREEMENT Page 3 of 3 CITY OF SANTA ANA By: David Cavazos City Manager Attest: By: Maria D. I°Iuizar Clerk of Council Approwd as to Form: By: rJ n M. Funk sststant City Attorney LATINO HEALTH ACCESS a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Title EXHIBIT 2 25B -7 r -oo • ► -= O1 CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: APPROVE ONE YEAR AGREEMENT WITH WEST PUBLISHING CORPORATION FOR LEGAL DOCUMENT MANAGEMENT AND RESEARCH SOFTWARE (STRATEGIC PLAN 7, 5) a CLERK OF COUNCIL USE ONLY: APPROVED ® As Recommended [I As Amended • Ordinance on Vt Reading • Ordinance on 2 "a Reading Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to approve a one year agreement with West Publishing Corporation for legal document management and research software in the amount of $30,576 for a term beginning February 1, 2016 through February 1, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION In 2013, the City Attorney's Office started using Concourse a legal document management system by Thompson Reuters, a subsidiary of West Publishing Corporation. The system is used in conjunction with Westlaw Next a legal research program which allows access to case law, statutory authority, secondary sources and other legal research tools. The City Attorney's Office would like to continue using both the legal document management system as well as the legal research program for the next year from February 1, 2016 to February 1, 2017. The two systems are one of the pillars that support the technologically innovative and streamlined services which the City Attorney's Office aims to provide its clients. Concourse also allows the City Attorney's Office to share files with its clients, which supports a collaborative work environment. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal# 7- Team Santa Ana, Objective 5 (create a culture of innovation and efficiency within the organization). 25C -1 Agreement with West Publishing Corporation for Legal Document Management February 16, 2016 Page 2 FISCAL IMPACT Funds for payment of all fees associated with this agreement are available in the Contract Services- Professional account (no. 01108032 - 62300) of the City Attorney's Office Budget. $12,740 for Fiscal Year 2015 -2016 and $17,836 for Fiscal Year 2016 -2017 in a total amount of $30,576. Sonla R. Carvalho City Attorney APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Attachment: Agreement with West Publishing Corporation. 25C -2 ;a,::: vtfmsra�1 �u���s Order Form " Contact your representative duke.kang @thomsonreuters.com with any questions. Thank you. Order ID: 754514 Online /Practice Solutions /Software Y�nasa`m .ffV�4NV.d.:�k�Ma,n ..a.°, Account Address: Shipping Address: Bilking Address: Account #:1000501462 Account #:1000501462 Account #:1000801462 SANTA ANA CITY ATTORNEY SANTA ANA CITY ATTORNEY SANTA ANA CITY ATTORNEY 20 CIVIC CENTER PLZ M29 20 CIVIC CENTER PLZ M29 20 CIVIC CENTER PLZ M29 SANTA ANA, CA 92701 SANTA ANA, CA 92701 SANTA ANA, CA 92701 US u5 U5 714- 647 -5201 714 - 647 -520t 714- 647.5201 This Order Form Is a legal document between West Publishing Corporation and Subscriber. West Publishing Corporation also means "West ", "we" or "our" and Subscriber means "you ", 'my" or "I Monthly Charges begin on the date West Publishing Corporation ( "West, "w e" or "our ") processes your order and continue for the number of complete calendar months listed In the Minimum Term column above. Based on above terms listed you agree to the length and year over year increases. During my subscription terms, I am also responsible for all Excluded Charges. Excluded Charges are charges for accessing Wesdaw data or a Practice Solutions service that Is not included in your subscriptlon, Excluded Charges may change after 30 days written or online notice. non For Online /Practice Solutions /Software: Your subscription will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to then current retail rate. Thereafter, we may modify the Monthly Charges after 30 days notice. Either of us may cancol the month-to-month subscription by sending 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P,O, Box 64833, Eagan MN 55123 -1603. Order charges for prinNeBook products not on subscription: N/A Dutial order charges for print/oBooks products with updates billed upon N/A shipment: Monthly Charges for Products under 12 month Minimum Term: $2,548.00 Csthnated total Monthly Charges for the initial 12 months: $0.00 Totals above do riot reflect applicable taxes and transportation charges or updates billed upon shipment. Please see the Miscellaneous section below for details. These Monthly Charges show the first year's Monthly Charges (and are combined If multiple products are ordered) with the same contract term and are subject to Increase per the terms of this agreement. 25C-3 Online /Practice Solutions /Software Svc Mat Product Qty Unit Program Program Monthly List Other Minimum Term Term Details Code Charges increases (Months) 40988738 Government Select Level I States 14 Atty Exception 545210 $3,640,0 30% $2,548.00 12 (WestlawNext7 m;) (Banded) (s) 28 Approved Pswrds 8 Auad=m m for Select Product details Monthly Charges begin on the date West Publishing Corporation ( "West, "w e" or "our ") processes your order and continue for the number of complete calendar months listed In the Minimum Term column above. Based on above terms listed you agree to the length and year over year increases. During my subscription terms, I am also responsible for all Excluded Charges. Excluded Charges are charges for accessing Wesdaw data or a Practice Solutions service that Is not included in your subscriptlon, Excluded Charges may change after 30 days written or online notice. non For Online /Practice Solutions /Software: Your subscription will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to then current retail rate. Thereafter, we may modify the Monthly Charges after 30 days notice. Either of us may cancol the month-to-month subscription by sending 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P,O, Box 64833, Eagan MN 55123 -1603. Order charges for prinNeBook products not on subscription: N/A Dutial order charges for print/oBooks products with updates billed upon N/A shipment: Monthly Charges for Products under 12 month Minimum Term: $2,548.00 Csthnated total Monthly Charges for the initial 12 months: $0.00 Totals above do riot reflect applicable taxes and transportation charges or updates billed upon shipment. Please see the Miscellaneous section below for details. These Monthly Charges show the first year's Monthly Charges (and are combined If multiple products are ordered) with the same contract term and are subject to Increase per the terms of this agreement. 25C-3 Charges, Payments Taxes. You agree to pay all charges In full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc, unless you are tax exempt. If you are a non - government subscriber and fall to pay your Involced charges, you are responsible for collection costs Including attorneys' fees. Credit Verification. If you are applying for credit as an Individual, we may request a consumer credit report to determine your creditworthiness. If we obtain a consumer credit report, you may request the name, address and telephone number of the agency that supplied the credit report. If you are applying for credit on behalf of a business, we may request a current business financial statement from you to consider your request. Auto Charge Credit Card /Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card or debit and electronic fund transfer to pay charges due, Contact Customer Service at 1- 800 -328 -4880 for authorization procedures. If you are authorizing, as part of this order, or have already authorized us to bill a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action is needed. Returns and Refunds. You may return a print or CD- ROM /DVD product to us within 48 days of the original shipment date If you are not completely satisfied, Different pollcles apply to print products you receive as part of a program such as Assured Print Pricing, Library Savings Plan, West Complete, Library Maintenance Agreements, ePack and WestPack. Westlaw, CLEAR, Monitor Suite, ProVlew eBook, Software, West LegalEdcenter, Practice Solutions, TREWS and Serengeti charges are not refundable. Please see http: // static. le- ga(solutien,,thorrsonreuters,com /static /returns- refunds. df or contact Customer Service at 1.800.328 -4880 for additional details regarding our policies on returns and refunds, Applicable Law. This Order Form will be Interpreted under Minnesota state law, Any claim by one of us may be brought in the state or federal courts in Minnesota. If you are a state or local governmental entity, your state's law will apply and any claim may be brought in the state or federal courts located in your state. If you are a United States Federal Government customer, United States federal law will apply and any claim may be brought In any federal court. Excluded Charges. If you access Westlaw data or Practice Solutions services that are not included in your subscription you will be charged our then - current rate, Excluded Charges will he Invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at hitp:#static.legalsolutions, thomsonreuters. com /staticiagreemerit /schedule- a- westlaw..df and http:// statl c .legalsolutions,thomsotireuters. com /staticiagreernenV80hedule -a- concourse -firm • conti'al- caselogistix.pdf. Excluded Charges may change after The General Terms and Conditions, located at http:!/ static. Icgalsolutlons .thamsonreuters.enrrilstatic /general- terms- conditions.ptl F apply to all products ordered, purchased or licensed on this Order Form except print. In the event of a conflict between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form Is subject to our approval. Banded Products Subscriptions The number of attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel orfull -time- equivalent students for the banded products you ordered appear In the Quantity column above. Our pricing for banded products Is made in reliance upon that number. If we learn that the actual number Is greater, we reserve the rightte increase your charges as applicable. Law firm and government subscribers of banded products will receive one (1) password for each attorney and an equal number of passwords for non- attorneys. Product Specific Terms. The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at htip://stitio. legalsolutlons .thomsonreuters.00m / static /procluct- speciflc- torms.pdf. If the product Is not part of your order, the product specific terms do not apply. If there Is a conflict between product specific terms and the Order Form, the product speciflc terms control. Hosted Practice Solutions CD -ROM Libraries / DVD products - West LegalEdcenter West km software Westlaw Doc &amp; Form Builder s Time and Billing Westlaw Patron Access Westlaw Paralegal Campus Research ProMew eBooks For questions regarding this order, please contact West Customer Service at 1- 800 -328 -4880, 25C -4 e' eT �• �> t��e^s2�'w §iX' 4's �k -ur �r kip �``•`r,� ACKNOWLEDGMENT have read all pages and attachments to this Order Form and I accept the terms on behalf of Subscriber. I warrant that I am authorized to sign this Order Form on behalf of Subscriber. See attached signature page of Authorized Representative for order Title Name pate © 2016 West, a Thomson Reuters business, All rights reserved. 25C -5 'CtiCiMSaON AEUT04S. /attachment Contact your representative duke.kanthomsonreuters.com with any questions. Thank you. Order ID: 754514 Payment Method: Payment Method: WestAecount Account Number: 1000801462 Shipping Information: Shipping Method: Ground Shipping - U.S. Only Created By: Order Source: 27 Revenue Channel: 01 Order Date: 1121/2016 6:54:17 AM P.O. Number: Additional Data B: 14 user Position Gmnll - ArleneBarrantes Non- Attorney ABarrantes @santa- una.org Sonia Curvalho Attorney SCarvalho @santa- ana,org John Funk Attorney jfunk @snnta- ana.org Liduvina Gallardo Non - Attorney LGallardo n)snnta- ana.org Ryan Hodge Attorney rlrodge @santa- ana.org Kyle Nollesen Non- Attorney knellesen @santa- ana.org Jeanette Palma Non - Attorney jpahna @ santa- ana.org Laura. Rossini Attorney - Irossinl @saute- nnn.org - - Jose Sandoval Attorney JSandoval @santa- ana.org Sandra Schwarzmaun Attorney SSchwarzmann @santa- ana.arg Lisa Stork Attorney LStork @ santa- ano.org -, Marcella Villasenov Paralegal _ - Willasenor@santa- ana.org 40982t77 United Stites Code Annotated (& (WestlawNextTM;) 40980419 All Analytical Library (WestlawNextTM;) 40980379 All Federal Cases (WcstlawNextTM;) 40980477 California Analytical Library (WestlawNextTM J 41556709 CNC Concourse Matter Room Module For Govennnent 41818307 Deadline Assistant 30152124 Drafting Assistant Litigation &. Transactional with West Case Notebook Research Only 41240514 Westaw Form Builder - Jury Instructions Civil - California (WestlawNoxtTm;) 41240872 Wcgdaw FormBrtilder - Jury Instructions Criminal- California(WestlawNext"';) 41162035 Westlaw Form Builder- Legal SCILltions Full County - California (WesttawNext M; PRO) 41162031 Westlaw Form Builder- Legal Solutions Full JCF Plus - California (WestlawNtextrm; PRO) First Name Last Name Email Address Contact Description Contact Number Jose Sandoval JSnndoval @santa- nna.org Order Confirmation Contact 28 Jose Sandoval JSandoval @santa- ana.org Primary Password Contact 24 Jose Sandoval JSnndoval @sonta- ana.org LVN /CNB /CLX/DA Tech Contact 03 Exception Approval Code:E322249 v Worksheet Custom Pro: https: / /ordermation. west. thorn son.com /esicfs /of.aspx? order rou Id= 156eebcf4c3d488fb80dif85ba61a285& Fv =true z OF 25C -7 WestlawPRO - Deal Builder - Government Select - WestlawNext - Modules Addendum Customer Account Address: Account #:1000801462 SANTA ANA CITY ATTORNEY 20 CIVIC CENTER PLZ M29 SANTA ANA. CA 92701 us 714- 647.5201 Core Product: Primary Law with KeyCite@: All — California (WestlawNext) -) Modules Selected United States Code AnnotatecMD (WestlawNext -;) All Analytical Library (WestlawNextT ";) All Federal Cases (WestlawNext'"";) California Analytical Library (WestlawNextTM;) CNC Concourse Matter Room Module For Government Deadline Assistant Crafting Assistant Litigation & Transactional with West Case Notebook Research Only Westlaw Form Builder- Jury Instructlons Clvll - California (WestiawNaxtrnM;) Westlaw Form Builder - Jury Instructions Criminal , California (WestlawNextTM;) Westlaw Form Builder — Legal Solutions Full County — California (WestlawNextTm; PRO) Westlaw Form Builder — Legal Solutions Pull JCF Plus — California (WostswNOXVT ; PRO) Subscriber's Initials for Modules elected by Subscriber: See attached signature 'page Printed: 1113/2016 4:25 AM 25C -8 THOMSON REUTERS' Addendum to West Order Form Subscriber: Santa Ana C Account #: 1000801462 1. Effect of Addendum. The underlying Order Form between you and West ( "Lis" or "we ") is amended to incorporate the terms of this Addendum. As amended, the Order Form remains in effect. All terms used in this Addendum have the same meanings given in the Order Form. This Addendum supersedes any and all prior understandings and agreements relating to the subject matter. If there is a conflict between the terms of the Order Form and the terms this Addendum, the terms of this Addendum will control. 2. Modification to Order Form. You may elect a one -time option to terminate the Order Form upon fificen (15) days prior written notice to us with termination effective on May 17, 2016, West Publishing Corporation Accepted By Subscriber Signed See attached signature page Name (please print) Title Title Date Date I1 -1 -15 25C -9 For Internal Office Use Ouly _ _ Cbk Adders Sigi Cbk OLIICI. Box per sub — WPIC: 20% Validate except tool WPK: 205 Validate MYR 701 ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM AND RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City Attorney By:eL,�,_ i ecru, Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager 25C -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING MATE: FEBRUARY 16, 2016 TITLE: DONATION AGREEMENT WITH AMERICAN YOUTH SOCCER ORGANIZATION TO SUPPORT A SOCCER TOURNAMENT {STRATEGIC PLAN NO. 5, 4} 0 CITY MANAGE RECOMMENDED ACTION COUNCIL CLERK OF ONLY: r0=aolvL4lI, ❑ As Recommended ❑ As Amended ❑ Ordinance on 11'0 Reading ❑ Ordinance on 2m Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with American Youth Soccer Organization for a one -time donation amount of $500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042 establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Councilmember P. David Benavides recommends to appropriate $500 to American Youth Soccer Organization to support their League Championships and League All -Stars tournaments, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 2513-1 Donation Agreement With American Youth Soccer Organization to Support a Soccer Tournament February 16, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015 - 62300) ,v The $500 will be spent from Councilmember P. David Benavides' appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 25D -2 _Y Exhibit I Ret 25D -3 __ 25D -4 CITY OF SANTA ANA DONATION AGREEMENT WITH AMERICAN YOUTH SOCCER ORGANIZATION 1. PARTIES AND DATE This Donation Agreement ( "Agreement") is entered into on FEBRUARY 16, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and AMERICAN YOUTH SOCCER ORGANIZATION, a California 501(c)3 NON- PROFIT ORGANIZATION ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING A SERIES OF LEAGUE CHAMPIONSHIPS AND LEAGUE ALL - STARS SOCCER TOURNAMENTS (" Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER P. DAVID BENAVIDES, believes there is a public purpose in supporting the Community Benefit because it will PROVIDE YOUTH SOCCER PROGRAMS THAT ENRICH CIHLDREN'S LIVES. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with FIVE HUNDRED DOLLARS ($500) for an on -going program, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the fiurds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the finlds for such purpose or otherwise comply fully with the ternls of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement, This Agreement shall take effect on the date first above written and remain in effect unless and until terminated by the City. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and EXHIBIT 2 25D -5 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury, To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Commiuiity Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers,, employees, agents, or volunteers, Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers, The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. -- signatures on following page -- EXHIBIT 2 25D -6 CITY OP SANTA ANA DONATION AGREEMENT Page 3 of 3 CITY OF SANTA ANA By: David Cavazos City Manager Attest: By: Maria D. Huizar Clerk of Council Approved as to Farm: By: JbAn M. Fwilc Assistant City Attomey AMERICAN YOUTH SOCCER ORGANIZATION a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Title EXHIBIT 2 25D -7 25D -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: DONATION AGREEMENT WITH YOUTH DEVELOPING DISCIPLINE THROUGH MARTIAL ARTS AND FITNESS TO SUPPORT A CIVIC ENGAGEMENT PROGRAM (STRATEGIC PLAN NO. 5, 4) l� CITY MAN GER RECOMMENDED ACTION Authorize the City Manager and Clerk of Developing Discipline through Martial Arts ai subject to nonsubstantive changes approved DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER the Council to execute an agreement with Youth Id Fitness for a one -time donation amount of $1,500, by the City Manager and the City Attorney. On August 4, 2015, City Council adopted Resolution 2015 -042 establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Councilmember Angelica Amezcua recommends to appropriate $1,500 to Youth Developing Discipline through Martial Arts and Fitness to support their civic engagement program, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 25E -1 Donation Agreement with Youth Developing Discipline through Martial Arts and Fitness to Support a Civic Engagement Program February 16, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015 - 62300).° The $1,500 will be spent from Councilmember Angelica Amezcua's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: �kR r, s�X_)ZX A _ Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 25E -2 City of Santa Ana Donation Request City Manager's Office — M -31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647.5200 Organization Infs s Name: •rBrlan I- J Leal mm ^(Title: _ — Advisor n �daress :_11311 N French St #F T City, State, zip: Santa Ana, Ca 92701 --^-- Phone: 1714656 -8203 [Email _ (lealbrian3 @gmail.com �EventTime: ~�� On GOing Organization Infs s Name: YMAF: Youth Development Through Martial Arts and Fitness _ e Tax - Exempt Status: Is your organization a non -profit or public tax - exempt organization as darned under Section 501(c)(3) of the Internal Revenue Code? Select One: ❑v Yes No If No, you will only qualify for a credit for City- related costs for your request (1. e. permit fees, stafft ime, rental rates for facilitiesovequipment ,etc.).este for City services vary and if approved, credit mayor may not cover full cost of requested City services. [TYals #: 33- 1168575 �� $1500 Event Date: D On Going e_ Mail: City Manager's Office —M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Email: donationrequest @santa - ana.org Fax: (714) 647.6954 EXhihit i Revised 11/16/2015 City Services Credit mount Requested: ^— �____._____���__..L� I� Date Needed: 12/15/15 �_ Mayor /Councilmember: �_ Amezcua Direct Payment Amount Requested �� $1500 Event Date: D On Going e_ �EventTime: ~�� On GOing Event Location Address, City, Slate, Zip 718 W McFadden Ave, Santa Ana, CA 92707 Description of The purpose of the program is to empower youth in high school with leadership training and civic engagement opportunities. Students learn about local and state government and participate in 3 statewide Event / Purpose: conferences as well as conduct a an average of 4 conferences for elementary and middle school students. Community Benefit: The community benefits from this program through the amount of engagement from the program in the community. Through this program students have been able to put together and assist in community events such as conferences, toy drives, toy giveaways, city sponsored events, and school carnivals /celebrations. This program also directly impacts students in they abilities to public speak, network, and critically think. Applicant Signature: ®IDatl e'2�1�15 v Mail: City Manager's Office —M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Email: donationrequest @santa - ana.org Fax: (714) 647.6954 EXhihit i Revised 11/16/2015 25E -4 CITY OF SANTA ANA DONATION AGREEMENT WITH YOUTH DEVELOPING DISCIPLINE THROUGH MARTIAL ARTS AND FITNESS 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on FEBRUARY 16, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and YOUTH DEVELOPING DISCIPLINE THROUGH MARTIAL ARTS AND FITNESS, a California 501(c)3 NON- PROFIT ORGANIZATION ( "Recipient "), City and Recipient are sometimes individually referred to as "Party" and collectively as "Patties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in ENGAGING YOUTH TO PARTICIPATE IN CIVIC ENGAGEMENT ("Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide finding. 2.2 Public PyM. ose. The City, by recommendation of COUNCILMEMBER ANGELICA AMEZCUA, believes there is a public purpose in supporting the Community Benefit because it will EMPOWER HIGH SCHOOL YOUTH WITH LEADERSHIP TRAINING AND CIVIC ENGAGEMENT OPPORTUNITIES. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Commmmity Benefit. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with ONE THOUSAND, FIVE HUNDRED DOLLARS ($1,500) for an on -going program, because the City has determined that there is a public purpose to be served in supporting the Cornxunity Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the fends pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect unless and until terminated by the City, The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall strvive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obli a� tions. For purposes of the City's protection, if the City determines that the funds will be used for a putTose which may cause a significant risk of EXHIBIT 2 25E -5 CITY Or SANTA ANA DONATION AGREE, ME, NT Page 2 of 3 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3,4 No Oversight by City, Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious traurna or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, ermployees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers, The indemnification provisions of this Agreement shall survive any expiration or tennination of this Agreement. 3.6 Entire Contract /Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements, The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement, Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. -- signatures on followingpage -- EXHIBIT 2 25E -6 CITY OT SANTA ANA DONATION AGREEMENT Page 3 of 3 CITY OF SANTA ANA By: David Cavazos City Manager Attest; By: Maria D. Huizar Clerk of Council Approved as to Form: By �° Min M. Punk Assistant City Attorney YOUTH DEVELOPING DISCIPLINE THROUGH MARTIAL ARTS AND FITNESS a 501(c)3 NON- PROFIT ORGANIZATION By: Signature Name Title EXHIBIT 2 25E -7 25E -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE FEBRUARY 16, 2016 TITLE: AMEND THE WASTE DISPOSAL AGREEMENT WITH THE COUNTY OF ORANGE {STRATEGIC PLAN NO. 5, 2} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: m•':• _c ❑ As Recommended ❑ As Amended ❑ Ordinance on 18` 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 an amendment to the Waste Disposal Agreement with the County of Orange in the total amount of $3,184,732 for the Fiscal Years 2016 -2020, subject to nonsubstantive changes approved by the City Manager and City Attorney, to extend the terms of the Waste Disposal Agreement through June 30, 2025, to allow for the continued importation of waste at the County's three landfills, and secure a portion of future net importation revenues to support solid waste and recycling program implementation. DISCUSSION On May 19, 2015, the City Council approved this Waste Disposal Agreement (WDA) Amendment with the County to provide for continuation of waste importation at the County's three landfills and to extend the terms of the WDA through June 30, 2025. The WDA Amendment was negotiated by a committee of city managers representing Orange County cities and the County to address the reduction in revenues and to ensure rate stabilization for local residents and businesses. The County of Orange required approval by all 34 Orange County cities by no later than September 30, 2015. Unfortunately, not all cities were able to approve the WDA Amendment by that date. However, as the outstanding issues have now been resolved, the County is requesting all cities to approve an updated amendment. The disposal of solid waste at the Orange County landfills is governed by a 2009 Waste Disposal Agreement. In this agreement, Orange County cities agreed to deposit their solid waste at the three County landfill facilities in return for low, stable disposal rates. The agreement also sets parameters for the importation of waste from outside the County into these landfills. The term of the WDA began on July 1, 2010, and runs through June 30, 2020, with importation of waste from outside the County set to expire on June 30, 2016. The WDA is a fine example of the County and cities working in collaboration and strategically leveraging a countywide asset. Solid waste revenues are utilized by the County to maintain the landfill system, preserve funds for landfill closure costs, address post - closure maintenance, and 25F -1 Amendment to the Waste Disposal Agreement with the County of Orange February 16, 2016 Page 2 mitigate long -term risk and environmental liabilities. The cities benefit from additional services provided by the County, including permanent household hazardous waste collection facilities, green waste acceptance at no charge to cities to assist with compliance with state recycling mandates, and support of City programs to meet State diversion requirements. It is recommended that the City Council approve the revised WDA Amendment to provide stable rates for residents and businesses, preserve continued service levels, ensure long -term capacity, maintain long -term partnerships between the City and County, and share net importation revenues with cities. Upon approvals by the Orange County cities, the proposed amendment will be considered by the Orange County Board of Supervisors at its earliest available meeting. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action FISCAL IMPACT The City's allocation of net importation revenues is scheduled to be received and budgeted in the Public Works Agency Refuse Collection Enterprise Budget (06917002- 57010) as follows: Allocation (Fiscal Year) Received and Budgeted (Fiscal Year) Estimated Amount FY 2015 -16 September 30, 2016 (FY 2016 -17). $572,184 FY 2016 -17 September 30, 2017 (FY 2017 -18). $689,322 FY 2017 -18 September 30, 2018 (FY 2018 -19). $961,057 FY 2018 -19 September 30, 2019 (FY 2019 -20). $962,169 Revenues for the remainder of the contract beginning in FY 2019 -2020 and ending in the FY2024 -2025 will be equal to 30% of the revenues received by the County from the disposal of Imported Acceptable Waste. Exhibits: 1. Amendment Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25F -2 AMENDMENT TO WASTE DISPOSAL AGREEMENT Between THE COUNTY OF ORANGE, CALIFORNIA and the CITY OF SANTA ANA County Amendment Authorization Date: 12016 County Notice Address: Director OC Waste and Recycling 300 M Flower, Suite 400 Santa Ana, CA 92703 With courtesy copies: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, CA 92702 FAX 714- 647 -6515 2016 Amendment to Wsstc Disposal Agreement '2016 City Amendment Authorization Date: February 16, 2016 City Notice Address 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 City of Santa Ana Public Works Agency 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, CA 92702 FAX 714- 647 -5622 WIT 1 AMENDMENT" TO WASTE DISPOSAL, AGREEMENT THIS AMENDMENT TO WASTE DISPOSAL AGREEMENT (the "Amendment") is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (die "County"), and the City designated on the cover page of this Amendment, a general law or charter city and political subdivision of the State of California (the "City"), RECITALS The County owns, manages and operates a sanitary landfill system for the disposal of municipal solid waste generated by the cities and the unincorporated area within the County (the "Disposal System "). The Disposal System includes three active landfills and four regional household hazardous waste collection centers. The Disposal System is used for the disposal of municipal solid waste which is not reused, recycled or otherwise diverted from landfill disposal, pursuant to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the "Act "). The County has entered into waste disposal agreements in 2009 (the "Original Waste Disposal Agreements") with all of the cities in the County, including the City, as well as certain sanitary districts located in the County (the "Participating Cities"), pursuant to which the County agreed to provide disposal capacity for waste generated in or under the control of the Participating Cities, and the Participating Cities agreed to deliver or cause the delivery of waste generated in or under the control of the Participating Cities to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of, the Original Waste Disposal Agreements. The City has determined that the execution of this Amendment by the City is in the best interest of the City and will serve the public health, safety and welfare by providing greater disposal rate stability, more predictable and reliable long -term disposal service, and sound environmental management. The County has determined that the execution by the County of this Amendment will serve the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County to plan, manage, operate and finance improvements to the Disposal System on a more prudent and sound long term, businesslike basis consistent with its obligations to the State and the holders of obligations secured by its Disposal System. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof. It is, therefore, agreed as follows 2016 Amendment to Waste Disposal Agreement 25F -4 Section 1. Amendment to Original Waste Dislposal Agreement. (a) Sections 3.6(C) and 3.6(E) of the Original Waste Disposal Agreement are deleted and replaced in their entirety, as set forth below: "(C) Receipt of Imported Acceptable Waste on a Contract Basis. Throughout the Term hereof, the County shall have the right to enter into a contract or other agreement with any municipal or private non - County entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Disposal System for the benefit of the County and the Participating Cities and to generate Net Import Revenues. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable Disposal Agreements throughout the Term thereof. " "(E) Application and Use of Revenues From Other Users. (1) Throughout the term hereof, all revenues received by the County from the disposal of County Acceptable Waste by the Disposal System, and all revenues received by the County from the disposal of Imported Acceptable Waste by the Disposal Systern (including amounts received by the County as a result of the failure of contract counterparties to deliver minimum required amounts of Imported Acceptable Waste) , shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Disposal System, Pursuant to the County's Plan of Adjustment, the County is entitled to receive net revenues (after payment of all costs attributable to the acceptance of such Imported Acceptable Waste at the Disposal System) ( "Net Import Revenues ") from the disposal of Imported Acceptable Waste by the Disposal System. Costs attributable to the disposal of Imported Acceptable Waste include deposits to the Environmental Fund, deposits to closure and postclosure reserves, City host fees (if applicable), operating costs (such as manpower expenditures, equipment, services and supplies expenditures), state surcharges, and a pro rata share of capital project costs. Net Import Revenues shall be used for the payment of bankruptcy related obligations until payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment. It is estimated that payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment will occur by the end of Fiscal Year 2017 -18. (2) Until the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in Cull, Net Import Revenues shall be calculated as provided in Section (3.6)(E)(1). For any period after the County's obligation to apply Net Impart Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full, Net Import Revenues shall be calculated as follows: (i) in Fiscal Year 2017 -18, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess of $17.57 per ton; (ii) in Fiscal Year 2018 -19, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported 2016 Amendment to Waste Disposal Agreement 25F -5 Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess of $18.01 per ton; (iii) in Fiscal Year 2019 -20, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess in excess of $18.46 per ton; and (iv) thereafter, Net Import Revenues shall be equal to 30% of the revenues received by the County from the disposal of Imparted Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located). (3) After the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full (i) 50% of any Net Import Revenues (as calculated pursuant to Section 3.6(E)(2)) shall be paid to the County General Fund; and (ii) 50% of such Net Import Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 5 for use for any put-pose by the Participating City, including but not limited to state mandated solid waste programs. Payments of such amounts to the County General Fund and the Participating Cities shall be made by the County within 90 days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Cities shall be apportioned in the percentages set forth in Appendix 5. (4) The percentages set forth in Appendix 5 with respect to each Participating City will be adjusted at the end of Fiscal Year 2019 -20 to reflect the percentage of actual deliveries of Acceptable Waste from each Participating City as compared to the total amount of actual deliveries from all of the Participating Cities during Fiscal Years 2017 -18, 201849, and 2019.20. The County shall notify each Participating City of the revised percentages in Appendix 5 within 120 days after the end of Fiscal Year 2019 -20. The revised percentages will be used for the allocation of Net Import Revenues generated during Fiscal Year 2020 -21 and thereafter. (b) Section 4.2(A)(z) is added to the Original Waste Disposal Agreement (irmmediately following Section 4.2(A)(y)) as follows: "(z) decrease the amount of Net Import Revenues otherwise payable to the County General Fund and the Participating Cities pursuant to Section 3.6(E)(2) and Section 3.6(E)(3) and use the amount of such decrease to pay costs of the Disposal System." (c) Section 6.1(A) and Section 6.1(B) of the Original Waste Disposal Agreement are deleted and replaced in their entirety with the following: 2016 Amendment to Waste Disposal Agreement 25F -6 "SECTION 6.1 EFFECTIVE DATE AND TERM (A) Initial Tenn. This Agreement shall continue in full force and effect until .tune 30, 2025, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (3) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2023, for an additional term of ten years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Term hereof. The City shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30, 2022. If the parties do not renew this Agreement by June 30, 2023, the Agreement shall expire on June 30, 2025." (d) The first sentence of Section 6.1(C) of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the following: "In connection with the parties' right to renew this Agreement for an additional ten -year tens pursuant to Section 6.1(3), the parties shalt, on or before June 30, 2023, negotiate an applicable change in the Contract Rate for such renewal term." (e) Appendix 2 of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the form attached hereto. (f) Appendix 5 shall be added to the Original Waste Disposal Agreement as a new appendix, in the form attached hereto. (g) All other terms and conditions of the Original Waste Disposal Agreement shall remain in full force and effect. Section 2, Initial Payment. As consideration for the execution of this Amendment by all of the Participating Cities, and subject to the occurrence of the Amendment Effective Date pursuant to Section 3, the County agrees to pay, from the County OC Waste & Recycling Enterprise Fund, the Amendment Payment to the Participating Cities listed in Appendix 5. The aggregate Amendment Payment shall be $5,400,000, and shall be distributed to the individual Participating Cities (including the City) in the percentages set forth in Appendix 5 by September 30, 2016. Section 3. Effectiveness of Amendment. The provisions of this Amendment shall not become effective unless and until the Amendment has been executed by the County and all of the Participating Cities. The date on which the County and all of the Participating Cities have executed the Amendment shall be the "Amendment Effective Date." The County shall give written notice of the Amendment Effective Date to the City. In the event that the Amendment Effective Date does not occur by June 30, 2016, this Amendment shall be automatically terminated and the County shall have no obligation to make the Amendment Payment. Section 4. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the parties to this Amendment represent and warrant that it is a political subdivision of the State of California validly existing under the Constitution and laws of the State and (ii) it has duly authorized the execution and delivery ofthis Amendment, and has duly executed and delivered the Amendment. 2016 Amendment to Waste Disposal Agreement 25F -7 All other terms and conditions of the 2009 Original Waste Disposal Agreement not specifically changed by this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, COUNTY and CITY have caused this Amendment to be executed by their duly authorized officers or representatives as of the day and year first above written. COUNTY OF ORANGE Director, OC Waste & Recycling ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City /Attorne By:( -\ �J Jose a doval Chiet ssistant City Attorney 2016 Amendment to Waste Disposal Agreement Date APPROVED AS TO FORM: COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By Steinmann, Deputy CITY OF SANTA ANA DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency 25F -8 APPENDIX County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(b) Fiscal Year Ton- nage Cumulative FY 2015 -16 2,724,250 2,724,250 FY 2016 -17 2,681,153 5,405,403 FY 2017 -18 2,638,746 8,044,149 FY 2018 -19 2,597,017 10,641,166 FY 2019 -20 2,558,522 13,199,688 FY 2020 -21 2,520,605 15,720,293 FY 2021 -22 2,483,256 18,203,549 FY 2022 -23 2,483,256 20,686,805 FY 2023 -24 2,483,256 23,170,061 FY 2024 -25 2,483,256 25,653,317 2016 Amendment to Waste Disposal Agreement 25F -9 APPENDIX 5 PARTICIPATING CrCY ALLOCATION PURSUANT_TO SECTION 3.6 2016 Amendment to Waste Disposal Agreement 25F -10 Allocation Percentage for Allocation of C Purposes of Section 3.6 Initial Payment Anaheim 13.18% $711,509 Aliso Viejo 0.67 36,416 Buena Park 2.34 126,275 Brea 2.28 123,085 Costa Mesa 2.18 117,936 Costa Mesa Sanitary District 1.48 79,976 Cypress 2.56 138,115 Dana Point 0.99 53,278 Fullerton 4.10 221,271 Fountain Volley 1.76 95,217 Garden Grove/ GG Sanitary District 7.17 387,197 Huntington Beach 6.13 330,807 Irvine 822 444,036 Laguna Beach 1.14 61,796 Laguna Hills 0.74 40,098 Laguna Niguel 1.36 73,341 Laguna Woods 0.41 22,274 La Habra 1.69 91,431 Lake Forest 2.45 132,214 La Palma 0.32 17,325 Los Alamitos 0.58 31,362 Mission Viejo 2.42 130,902 Newport Beach 3.68 198,946 Orange 4.90 264,468 Placentia 1.58 85,116 Rancho Santa Margarita Lt 1 60,009 Santa Ana 10.60 572,184 San Clemente 1.40 75,728 San Juan Capistrano 1.23 66,420 Seto Beach 0.82 44,292 Stanton 1.62 87,287 Tustin 1.42 76,648 Villa Park 0.21 11,081 Midway City Sanitary District (Westminster) 2.13 114,893 Yorba Linda 1.78 96,344 County Unincorporated 3.35 180,723 Totals _ 100 %t $5,400,000 2016 Amendment to Waste Disposal Agreement 25F -10 WA=F 0 � CITY COUNCIL MEETING DATE. FEBRUARY 16, 2016 TITLE: AMEND THE AGREEMENT WITH HADRONEX, INC., FOR SMARTCOVER INSTALLATION AND MONITORING (NON- GENERAL FUND) {STRATEGIC PLAN NO. 6, 1C} Y CITY "MGG AGER RECOMMENDED ACTION ® As Recommended ® As Amended 0 Ordinance on 16' Reading © Ordinance on 2nd Reading 7 Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a first amendment to agreement A -2014 -212 with Hadronex, Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide real -time, two -way wireless communication, and continuous remote alarm monitoring management services, extending the term of the agreement until June 30, 2018, and increasing the annual not to exceed amount by $100,000 for a new annual amount not to exceed $175,000, and a new total amount not to exceed $475,000 for the term of the agreement. DISCUSSION On September 2, 2014, Council authorized agreement A- 2014 -212 (Exhibit 1) with Hadronex, Inc. (vendor dba SmartCover® SystemsTM) to purchase, install, and provide monitoring and reporting service for sanitary sewer ultrasonic flow and level measurements at key locations in the city. In accordance with the City's Sewer System Management Plan and the State's wastewater discharge requirements, the City must inspect, assess, and maintain the sanitary sewer system in good repair, including programs to prevent or minimize sewer overflows. The current agreement with Hadronex, Inc., provides the City with a mechanism-- SmartCover® monitors - -to immediately identify and locate sewer system overflows, and allows the effective deployment of labor and equipment to assess and contain overflows. Considering the expense of hardware purchase, warranty, and monitoring service, optimal operational awareness would require deploying approximately 100 monitors in total. The City has 39 SmartCover® monitors deployed at locations with the greatest history or likelihood of overflow events (Exhibit 2). Due to unanticipated savings from effective management of the current agreement, available funding is sufficient to increase the total number of deployed monitors to approximately 70 by the end of the agreement's available two -year extension: June 30, 2018. The City can accelerate its planned implementation by purchasing and installing additional 25G -1 Amend the Agreement with Hadronex, Inc., for SmartCover Installation and Monitoring February 16, 2016 Page 2 monitors sooner, significantly expanding the City's sewer monitoring network coverage in response to the El Nino weather pattern. The vendor has supplied a quote for immediate installation of, and ongoing service for, 25 additional monitors (Exhibit 3). Accelerating this implementation enhances the City's opportunity to gain additional value from its investment as a result of the current El Nino weather conditions. When precipitation is extreme, infiltration can significantly increase the likelihood of sanitary sewer overflows, resulting in health and environmental impacts, fines, and unanticipated operational costs. The expected severe and persistent precipitation caused by the El Nino weather pattern will provide the City with an ideal testing opportunity for the expanded monitoring system. The City will benefit greatly from accelerating monitor installation prior to the expected increases in volume carried by the sanitary sewer system. These additional monitors will gather more timely and detailed information on sewer performance and any high flow, blockage, or potential overflow conditions requiring staff intervention. In addition to reducing the likelihood of overflows, increasing the number of monitored locations also demonstrates a good faith effort through proactive planning and operational deployment that will minimize fines assessed to the City if an overflow occurs. This one -time increase in the annual and total not -to- exceed amounts for this agreement (Exhibit 4) will enable staff to accelerate purchase and installation of these monitors to meet the City's heightened need. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a community investment plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds in the amount of $175,000 are available in the FY 2015 -16 Sanitary Sewer Service Contract Services- Professional Account (No. 05617640 - 62300). Subsequent funding will be budgeted in FY 2016 -17 and FY 2017 -18. See below for details: 25G -2 Amend the Agreement with Hadronex, Inc., for SmartCover Installation and Monitoring February 16, 2016 Page 3 Fre Mousevlpour Executive Director Public Works Agency FM:NS Fiscal Year Amount 2015 -16 $175,000 2016 -17 $175,000 2017 -18 $125,000 TOTAL $475,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement A- 2014 -212 2. Map of current SmartCover® deployment 3. Vendor quotation dated January 6, 2016 4. First amendment to agreement A- 2014 -212 25G -3 25G -4 INSURANCE &OT ON FILE ORK MAY _NQIPHOCEED CLERK OF COUNCIL DATE: CIL 7, 4 -1 LICEMSE ANI) MABRAMLY AQU&ME-NI THIS into this _9,., day of September, 2014 by and between ffaftm Incorporated, a Qjifurait oorporatiou, and the City nf Santa Aria, a -charter city and municipal corporation organized and existiriguirdw the Constitution and laws, oftho StAte of Calif6tnia,(herobiriflier A, 'Qoratraeor manufactures and stal)s the Hadronax smaItCover Montoring aril Alarm Systern (IiMinager "Smartcovor"), ddWpod to provide an alerting System for sewer systems, overflow and encroachment. B. My has purchased and installed SmartQoYar equipmod provided by Hadronex-and now dcaires to purchase SmartCover site trioniforing services. C. Contractor represents that it is able and willing to provide such geryteos to, the City; 0. in undertaking the performance of this Agreement, Commuter represents that it is knowledgeable in it$ field and that any services performed by Contractor under this Agreenleet will be.p; rned ompliaw .. ith i9q 0,W 4uchstand4rds as may. reasonably be expected from a, professional firm in the RoK NOW THEREWORE, in consideration of the irtutnall and respective promises, and subject to the tern -is and oire 0ons 4 aft � h, the parties agree as follows: .di erein.. orgetfbrt 1; SC40 P.E 0Jr SERVICES Contractor shall provide act #ve szte rzl4tlitvr ugserViaes for all t.orrestrial and satellite Smartcoyers i4statlod in thn City of Santa Ana; as set fara-i by than reierenee, Contractor will,pro.vido millostall additietial SreartCovers, at the request of City and at During the term of this Agreement, City shall retala tbeoption to Purchase extended. warranty aerVioas firr4l SmartCovers installed in the City, at the wezrality rates got forth in Exhibit A. 21 COMPENSATION ,a, City agroato pay, and Coritrrimpr agrees W acoopt as total paytivret for iMmrvicaa, the rates and charges ideritified In Wait A. The total Sian to be upOurfed mdertlu's Agreement shall not exceed S75,000,'anturadly,.during the terra of t1iis Agreement, F,. Payment by Citysizail be made within tlurtY (30) days' follawingreaeiptoft >roptvrinvaicc evidnoeing work performed, subject to City, accounting procedures. Payment need, not be caade for work which fails to meet the.atandardsof performance set forth.in the Rt("jta:Is which may reasonably he oxpectod by, City; 3. Trkm This Agreement, shall commence on the data first written above and tormlijaw on Ilinp 30, 2017, or until funds are exhawted or wilo8a eadier tormrnated as provided herein. This agroorneut may be EXHIBIT 1 1 25G-5 A-2014-212 renewed for up'to one additional two year period upon written agreeme it of the parties. The terra of this Agreement may be extended upon Writing and executed by the City iManager and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire:term of this Agreement, be constrocd to be as indepondont oontraetpr and not an employee of the City; This Agreement is not intendod.' nor -shall it be oonstrued.to. create an employer- enpooyee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manaor 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 :4 manner consistent with all applicable standards and regulatinns govoruhrg such sorvioes;. Contractor shall pay all salaties,and wages, omploycr's social security taxes, unemployment insurance and similar.taxes relating to c;nrploycos and shallbe responsible for ali applicable withboidingtaxes, 5, INSURANCE Prior to undertaking performarec of work under this Agreement, Contractor shall maintain and shall require its.subcontractors, if any, to obtain and maintain insurance as desoribed below: a, Commercial General Liabilityhisaranoc. Consultant shall maintain commorcial; general liability insurance whieh shall include, but not bo limited to protection against claims arising from bodily And personalinjury, including ° death resulting therefrom and damage;to property; rosulting from any actror occurrence arising out of Consultant's operations in the potformanco of this Agreement, including, without hmttatign ',ants r "nvolvin'g voltto[ea, ;The amounts of insurance shall be, not less than the following: single 1'imitcovesageapplying, to bogy and parsanal. injury, including death malting therolgcazn, and property damage, in the total amount of $1,000,000 per occurrence and in the aggregate Such insurance shall O.;name the 'City, its officers, employees, agents, volunteers and repposontat ves as additional insured(s); (b) be primsxy and not contributory with respect to insurancc or soli'4murance prrpgrarus maintained by trio City; and (e }contain standard separation of insured provisions, b, l3usin.ess autgmobilo liability hvsuranoe;: or equivalent forni,with a combined single limit of not less than $1,000,000 per cccurrenco. Such insurance shall include coverage for owned, hired and non-owned automobiles. C. Worker's Compensation lnsuta4ne It accot` lance witkl the provisions of Section 3700 of the Labor Code, Quotraotor, if Contractor, has any employees, is required to be insured against liability For worker's compensation or to undettake self-insurance. Prior to commencing the performance of the work under, this Agreement, Contractor agrecs:to obtain and maintain any employer's liabilrty,inauranee with limits not less than $1,000,004 per aegidelit. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: Z 25G -6 (s) Contractor; strall,mainta.in all insurance squired abow infull Oro and effect for the entire period covered by this Agreement. (ii) Certificates of ihsuraitce shall be f irdished to the Clty upon execution of this Agreement and shal l be approved in form by the City Atiortaey, (iii) Cortifcatos and pglWos shall stswthat the policies shall not ba canoelod out reduced in coverage or changed in any other material aspect without thirty (30)' day's prior. written no, tice to the City. e. If Contractor fails ox refuses to produce or maintain the insurance, required by this "section or fails, or refuses to ftumish the City with roquired proof that, has been procured and is in foroe and paid for; the City shalt have the right, at the City's election, to forthwith terntinate this Agreement. Such ter nincitian.'shall nos, of ect Contractor's, rigk t,tcrbepaid for its tin e andmatelflhls expended peorto.. notification of temnlnation, Contraetor waives tlae rtght;tir're¢etve cptnponaalionand agrees to indemnify the Gity Enx: ty work perfattited.prior to approval ofinsuranoe by. the .City. 6^ IN0,F,14 WICATION Contractor agreesto:and shall indemnify and hold harmless the City, its officers, agents, employees, 'oonsuitams special counsel, and representatives ftrom liability for personal injury; damages, just compensation, restitution, lud e{al or equitable relief;eiising out ofolalms for personal injury, including death, and.clalms for property dam ogo, whioh may arise from ite direct or indirect operations of the Contractor or its contractors, auboontraetors, agents employees, or other persons ac0bg oil thei With courtesy copies to: Public Works Agency-. Water kesources City of ;Santa Anal 220 South Daisy (M45) Santa Ana, Califon is 927Q3 Fax "714.647 -3345 mitt City Attoniey City of Santa Arta. 20 Civic Center Plaza (M -29) 1',C.13ox 1958 Santa. Ana; California 92102 Fax 714- 6.47 -651 S TO Contractor; Hadronex Incorporated Trani [Foltz 38.1 :Engel Street Escondido, California 92029 Fax:760.291 -,1982 A party may..change; i'ts address bygivingnatiee m writing to the other party. Thereatfer� any communication shall be addressed and transmitted to the new address. if seat by mail, oommumicatipn shall be, effective ror'dectned to have been given three (3) days after it has boon deposited in the United States mail, duly registered or certified; with postage prepaid„ and addressed asset forth above. If sent by tolefacsimile, communication shall be effective or deemed to have been giventwanty -£our (24) hour's after top time set forth on the transmission report issued by the transmitting faesimile machine; addressed as set forth above. For purposes of calculatiag those tithe inunes, weekends, federal, state; Comity or City holi6ys shall be exel id:ed:. 9. 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,pa Gios. In the euent of a conflict between the terms of this Agreement and -any attachments hereto, the terms of this Agreement shalt prevail. This Agreement may not be modified except by written instrunrent signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions ofany purchase -order or other histrument that are, inconsistent with, or m addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City, Each patty to this Agreement acknowledges' that no representations, inducoments, pronaws or agroetnents, orally or otherwise, have been made by any praty, or anyone acting on behalf of any party, which is not embodied hetoin. 10, ASSIGNMENT Inasmuch as this Agreement is untended to seenre the specialized services of Contractor; Contractor may net aas[gn, transfer, delegate, or subcontract any interest herein without the.prior written consent of the City and. any such assignment, transEar, d©legadan.or subcontract without the City's prior written consent shall be considered rail and void, Nothing in this Agreement shall be construed to limit the Cfty'S ability to have any.ofthe services which are the subject to this Agreement performed by City personnel or by other consultants retained by City; 4 25G -8 IL TE+MUINATION This Agreement maybe tennfnated by City upon thirty (30;) days written notice of tertnination, ha such event, Contractor shall.be entitled to receive and the.City shall pay Contractor compensation for all seMQes p.erformed'by Contractor prior to receipt of such notice oetcriniilation :However, payment need not be Inade for woxk" which falls to meet the standard of performance specified in the Re vitals of thus Agreement. 12. DISC;IIIIVIIY 1TION Contractor shall not dlaei °invnate bepauso Of Me, color, creed, religion, sex, marital status, sexual orientati tin age, national orig n, ancestry,, or-disability, as;deflned and prohibited by applicable taw, In tHe. rectuitmorit, selection, Training, utilization, promotion, termination, or other employment related activifias. Contractor affirms that it is an equal opportunity employer and shall comply withsEl applicable tiedoral, state and fecal taws and regulations, JURISOICTION -VENUE This Agreement has beert executed and delivered in the State of California and the validity, interpretation, porfot nanaoi 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 fok:any action or proceeding that roltybe brought or arise out of, t connection with or byreason of this Agreement. 14. PROFESSIONAL LICE NUS Contractor shall, throughout the term ofthis Agreement, maintain ail necessary lEeenses, perinits, approvals,, Walvers, and exemptions necessary for the provision of the services herounder andxequired by the laws and regulations of the Llduted StatF s, the State of Calilhr ii a, the City of Santa Ana and alt other govetrutiontal agencies, Contractor shall notify the, City immediately end in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. 5ald inabrptyshall be cause for wrninatlon ftbts Agreement. 15, MISCEZ1,AN'EOUSPROVISIONS a. F,aeh undersigned represents and w'an•smts that its_slgnature hernin below has the power, aUtl ority and rightto bind their, respective parties to each of the terms of this Agreement, and shall indein ify City fully, including;reasonable costs and attorn'ey's fees, for any injuries or damages to' City it] the event that such authority or power is not, in fact, bold by the signatory or is withdrawn. b. All Exhibits rePeronced herein and attached hereto sbalibe incorporated as if Fully set forth, in lire body ofthils. Agreetnortt. rrf rrr nr 25G -9 IN WITNESS WITEREOF, the partie8 hereto bave excoutedid . ais Agreement the date and year fimt,ttbova ATTEST: �AXIA D I �EHU12AR�Ll C , tork of the Counoil APPROVED AS TO FORM: SONIAR. City Attor Attorney R BC OM M F ND YS D F 0,R-A-?f Q OVAL: IRE -EDWIN "WILLI , L . gActingExacutivc Dirce or Publiq Works Agency CI` VOFSANTAANA DAVID CAVAZOS City Manager HADROKF�X INCOTMOUTED 25G-10 1&XIIII3IT A SCOPE OF SB VICES 7 25G -11 - This quotation is respectfully submitted on: Thursday, August 21, 2014 Signatures nN EX Thursday, August 21, 2014 CITY OF SANTA ANA 20 Eladronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -12 SMARTCOVERO QUOTATION For City of Santa Ana Thursday, August 21, 2014 Quotation Includes: • Hadronex Spare Parts Price List • SmartCover Satellite Upgrade • SmartCover System Prices (with price brea)(s) • Annual Services/Warranty Pricing and Options • Product Description 25G -13 25G -14 iQ'Q` lZFFFFQ V1 U1 W V Vb1 U'I V V U'I b b IXJ O 2 I-Indronex Inc. 2067 Wineridge Pi, Suite E, Escondido, CA, 92026 o w w "•� r'" iri in' as A A A a d d [O O D D❑ m ?. O A I A �' _• _• v p ,G ❑ -G v m m °i. -@n <' w, -mi, •,@•+. -m+. -m+. n- ,mn. .'m'^ .'@'+ El N W N O p^ N O A C3 L7 o o �° o'n a a a a st -n .a. EL w Z, ° rn �_ a a s o o°�'. v° N @, �wa� �w� = a,�°� �w 3 a a w O N Er N v C C •� VI N 6 O lT In pa] n !A N 62 F` F� ; El io w w m m O m m Li o S a m m 1D co .w s C "r` •< ry !� F� N+ ro n n .�' d a D 'F+j �N+ � K O, S �' N S 4." S .T' v N< N W m@ w ro C• d N OI m W 'O C � N O !� p. S SF' w N F+ N N "4 N •C N Opl Opl ° O � N O � � OJ � G N N � � A v -• N� o' F m v ro c� °' p' F b io I+ z 25G -14 iQ'Q` lZFFFFQ V1 U1 W V Vb1 U'I V V U'I b b IXJ O 2 I-Indronex Inc. 2067 Wineridge Pi, Suite E, Escondido, CA, 92026 25G -14 WC � :# Hadronex Spare Parts Price List Notes: • Notice the Spare Parts Price List does NOT include any parts for our cellular (terrestrial) unit, Hadronex has been selling our satellite unit for over 2 years, so there is no guarantee Hadronex can cover part replacement for these units after December 3151 2014. Below, please find the SmartCover Satellite Upgrade Option. This is a HUGE discount that Hadronex is only offering to current customers. This upgrade option gives the customer the chance to upgrade their units to the most updated system. ,SmartCover Satellite Upgrade Quotation Item # Item Quantity Unit Price Total Equipment 1 Smart0over® Satellite Upgrade 5 $1,995 ea $9,995' [Special Customer Discount] TOTAL HARDWARE (not including tax) 9 995 CA Sales Tax (8 %) $799.60 Service 2 Installation Labor for upgrade 5 $2D0 value ea $0 TOTAL SERVICE (Year 1) $00 TOTAL PRICE ALL UNITS $10,794.60 Please see pricing notes in the next section The prices do Include local sales tax (8 %) Pricing Notes: 1. Shipping is included in the price. 2. SmartCover Satellite Upgrade includes brand new hardware. 3. First Year Parts Warranty is INCLUDED. 4. Active Site Monitoring and Annual Power Service are INCLUDED. Hadronex Inc. 2067 Wineridge PC, Suite E, Escondido, CA, 92026 25G -15 SmartCovee Monitoring System Quotation Pricing at Price Break 1 -2 units Item # Item Quantitx Unit Price Total Equipment 1 SmartCovee Unit 2 $3,985 ea $7,970 TOTAL HARDWARE (not including tax) $7.970 CA Sales Tax (8 %) $637.60 Service 2 ASM (Active Site Monitoring) 2 $364 /year $728 1year 3 Installation Labor 2 $200 ea $400 TOTAL SERVICE 1 128 TOTAL PRICE INSTALLED WITH FIRST $9,735.60 YEAR ASM (including tax) Please see pricing notes in the next section PRICING at Price Break 3 -15 units Equipment 1 SmartCovee Unit TOTAL HARDWARE (not Including tax) CA Sales Tax (8 %) Service 2 ASM (Active Site Monitoring) 3 Installation Labor TOTAL SERVICE TOTAL PRICE INSTALLED WITH FIRST YEAR ASM (including tax) Please see pricing notes in the next section 5 6 5 $3,746es $364 /year $200 ea $18,730 $18,730 $1,498.40 $1,820 /year $1,000 2 820 $23,048.40 4 Iladronex Inc. 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -16 0 PRICING at Price Break 16 -30 units Item # Item Quantity Unit Price Total Equipment 1 SmartCovee Unit 20 $3,427 ea $66,540 TOTAL HARDWARE (not including tax) CA Sales Tax (8 %) Service 2 ASM (Active Site Monitoring) 20 3 Installation Labor 20 TOTAL SERVICE TOTAL PRICE INSTALLED WITH FIRST YEAR ASM (not including tax) Please see pricing notes In the next section Pricing Notes: 5. Shipping is included in the price. 6. All new units include first year parts warranty $68,540 $5,483,20 $364 1year $7,280 /year $20D es $4,D00 $11,280 $85,303.20 Hadronex Inc. 2067 Wineridgo Pl, Suite E, Escondido, CA, 92026 25G -17 5 1-4A rant Annual Services and Warranty Pricing (Years 1 -3) PLEASE NOTE: ASM and Annual Power Service are REQUIRED to keep the SmartCover units operating. Warranty options are OPTIONAL for the customer. Annual Services and Warranty Pricing WITHOUT Satellite Upgrade (Year 1) Item # Item Quantity Unit Price Total ASM for Existing Units 1 Active Site Monitoring, Terrestrial 5 $300 ea $1,500 /year 2 Active Site Monitoring, Satellite 23 $364 ea $8,372 /year Annual Power Service for Existing Units 3 Annual Power Service 28 $225 ea $6,300 /year Extended Warranty Please Note: Terrestrial Parts Warranty will NOT be available, as Hadronex is no longer manufacturing or selling the units since 2092. 4 Extended Warranty - Satellite Parts Only 23 $399 ea $9,177 /year 5 Labor Option for Extended Warranty 28 $400 ea $11,200 /year TOTAL_ WITHOUT Warranty $16,172 TOTAL WITH Warranty $36,549 6 Hadronex Inc. 2067 Wineridge Pl, Suite E, Escondido, CA, 92026 25G -18 ...1X Annual services ana warranty rncmg m I n samime upgraae (rear T Item # Item Quantity Unit Price Unit Price Total ASM for Existing Units ASM for Existing Units 1 Active Site Monitoring 28 $364 ea $10,192 /year 1 Active Site Monitoring, Upgraded 5 $364 ea $0 Units $225 ea $6,300 /year Extended Warranty 2 Active Site Monitoring, Satellite 23 $364 ea $8,372 /year Annual Power Service for Existing Units 5 Labor Option for Extended Warranty 28 $400 ea 3 Annual Power Service, Upgraded 5 $225 ea $0 Units 4 Annual Power Service 23 $225 ea $5,175 /year Extended Warranty 3 Extended Warranty- Upgraded Units 5 $399 ea $D 4 Extended Warranty - Satellite Parts Only 23 $399 ea $9,177/year 5 Labor Option for Extended Warranty 28 $400 ea $11,200 /year TOTAL WITHOUT Warranty $13,547 TOTAL WITH Warranty $33,924 Annual Services and Warranty Pricing WITH Satellite Upgrade (Year 2 -3 Pricing) Item # Item Quantity Unit Price Total ASM for Existing Units 1 Active Site Monitoring 28 $364 ea $10,192 /year Annual Power Service for Existing Units 2 Annual Power Service 28 $225 ea $6,300 /year Extended Warranty 4 Extended Warranty - Satellite Parts Only 28 $399 ea $11,172/year 5 Labor Option for Extended Warranty 28 $400 ea $11,200 /year TOTAL WITHOUT Warranty $16,492 TOTAL WITH 7 Hadronex Inc. 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -19 EXTENDED WARRANTY OPTIONS Warranty Period (Years) — circle one 1 2 3 4 - Warranty price will be /$399 year plus local CPI as applicable over the Warranty Period. Choosing a longer Warranty Period locks in this price over the period of Warranty. Prices may change in subsequent years. • Annual invoicing for Warranty coverage will occur approximately 60 days prior to start of annual period of warranty coverage. Extended Warranty Services The Standard Extended Warranty covers the following product components: 1. SmartCover`E- Box 2. Distance Sensing Module (DSM) 3. Antenna 4. Bracket Hadronex shall warrant the items listed above to be free from material defects inmaterial and workmanship for the duration of the warranty period shown above. The PowerPack warranty is independent of this Extended Warranty. The SmartCovere PowerPack is a consumable item and requires annual replacement. New SmartCovere PowerPacks carry their own 12 -month warranty for defects in material and workmanship. Should a component fail as a result of a defect in material or workmanship, Hadronex will replace the component or repair it at the Hadronex location. For all valid warranty claims, Hadronex shall pay freight charges to and from the customer. To be eligible for warranty replacement, the following procedures shall be followed: 1. When a component fails or failure is expected, the Customer contacts Hadronex. 2. Based upon the information gathered, Hadronex may authorize hardware replacement. 3. If hardware replacement is authorized, the old component is returned to Hadronex for evaluation and warranty determination. 4. Upon confirmation of a valid warranty claim, Hadronex will authorize the Customer to keep the replacement component. No further action is required. Hadronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -20 A K 5. If, after evaluation by Hadronex, the component failure is not due to a material defect in material or workmanship, the Customer will be invoiced for the component and related freight charges. Determination of warranty coverage shall be at the sole discretion of Hadronex. Extended Warranty Services Including Labor Hadronex will provide field service to perform Extended Warranty work Labor required performing work outside of Standard Extended Warranty support is not covered by this Warranty. THIS EXTENDED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY COVERING THE PRODUCTS NOTED ABOVE, HADRONEX DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED. THIS EXTENDED WARRANTY DOES NOT COVER DAMAGE OR REPAIRS OR REPLACEMENTS BY ANY CAUSE BEYOND THE CONTROL OF HADRONEX, INCLUDING ACTS OF NATURE, IMPROPER USE, LACK OF PRIOR MAINTENANCE OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS EXTENDED WARRANTY IS THE EXCLUSIVE REMEDY OF CUSTOMER. HADRONEX SHALL NOT BE LIABLE FOR ANY ACTUAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF GOODWILL OR PROFITS AND /OR LOSSES FROM ANY CAUSE WHATSOEVER, EVEN IF HADRONEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, SECTION 2. PRODUCT DESCRIPTION 1, Each SmartCover® -S Unit includes the following: • one (1) SmartCover® -S Electronics Unit (E Box) • one (1) Ultrasonic Distance Sensing Module (DSM) with connecting cable. • one (1) Communications antenna specifically designed for the service. • one (1) SmartCover® PowerPackTM Hadronex Inc. 2067 Wineridge Pl, Suite E, Escondido, CA, 92026 25G -21 Item Descriptions: E -Box — The E -Box is an ABS plastic case that contains the satellite radio, computer and other power supply and signal processing components. It is fully potted and can be completely submerged in water and shock tested to 10 G's. The E -Box meets IP -68 environmental standards. PowerPackTM — A urethane coated pack of Lithium Thioryl Chloride primary batteries that will last at least one year and generally longer under normal operating conditions. Powerpacks have a 10 year shelf life. J Ilndronex Inc, 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -22 Fes/ y-ii Distance Sensing Module (DSM) —The ultrasonic distance sensor is encased in ABS plastic and is fully potted with IP -68 environmental rating. Sensor is self - calibrating and completely water- proof. E-SquareT"^ Antenna —A new version of the satellite antenna, the E- Series antenna is traffic rated and constructed for high traffic situations. The "E- Squarer"^° is a road - reflector based antenna appropriate for all areas EXCEPT those subject to snowplows. rr Hadronex Inc. 2067 Wineridge Pt, Suite E, Bseondido, CA; 92026 25G -23 The SmartCovero communication system is unique in that it does not use GSM, GPRS or any other cell phone based system to communicate from the manhole location. SmartCovee uses the highly reliable Irldlum satellite system as the communications backbone. Iridium is a state of the art system of 66 Low Earth Orbiting (LEO) satellites with 6 orbiting spares. This satellite system has many years of reliable experience. The SmartCovero system uses 2048 bit encrypted servers stored in a climate controlled and secure facility. The servers are redundant and have an emergency power supply to prevent any interruptions. The Hadronex Secure Servers store historical Communication, Data Storage, and Data Access information, available through any web server via encrypted data and send notifications directly to you. Being a web or cloud based system; data is available at all times through any computer via access to the internet. IT IS NOT NECESSARY FOR THE CITY OF SANTA ANA TO PURCHASE ANY SPECIAL COMPUTER PROGRAMS. Iridium Satellite Constellation As seen below, the SmartCovero communicates directly to an orbiting satellite. The communications signal is then sent to earth link stations of Iridium and then to Hadronex 13 kladronex Inc. 2067 Wineridge Pt, Suite E, Escondido, CA, 92026 25G -25 )�-4A =1'7dW e secure servers. Alarm signals are subsequently sent to the City of Santa Ana via cell phone, Smart Phone, digital pager and to computers via the internet. Should you want the alarms sent to a central control room, it can easily be accommodated. This communication system also operates in reverse. If the City of Santa Ana wishes to change the alarm distance it is done via the City of Santa Ana management page on the secure City of Santa Ana web page. This is then sent to the Hadronex servers and through the Iridium system down to the unit attached to the manhole cover. There is never a need to go to the site to make any of these changes. The units can also be turned on and off by this same method. SmartCovee communications system System Operations 14 Hadrones Inc, 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -26 The SmartCovera system works by taking a distance measurement every 6 minutes using the DSM (ultrasonic sensor). If the water is below the alarm level, the SmartCovero logs every other distance reading and sends it to the historical server every hour for long term trending. If the water level is above the alarm level, an alarm notification is sent directly to the users. It is a 24 hour a day, 7 day a week system. Below is a typical graph from the City of Santa Ana secure web page. It can be seen that everything is normal and then there is a high water level alarm. The bottom of the sensor is 64 inches from the manhole cover and the alarm is set for 74 inches below the manhole cover. The City of Santa Ana will receive alarms through cell phone or pagers via Short Message Service (SMS), or Smart Phones and emails via email messaging. A direct -from- satellite handheld system is available upon request for highly critical communications in case of massive power loss upon request. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND UPDATES THE DATA ON THE SERVER EVERY HOUR. IN THE EVENT OF A HIGH WATER EVENT, THE ALARM IS SENT THE NEXT TIME A LEVEL MEASUREMENT IS MADE. IN THIS CASE THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS, THIS TYPE OF OPERATION WOULD RESULT IN A POWERPACK LIFE OF 12 MONTHS. 15 Iladronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -27 '2D�.2- 45 ?U9:S3:�� - �gS�r6�- :S2:'d•�i�� I�I�I�MC� rfpnt R1�nli�l�.Cav�e {z7attYi'Sk�3�ii2[ � 7:'�}.- ".Md itn9t i "a�iiRiaPi =a �:� an in 69 in r� h i L.. 70 in 7510 °rani w�xxrex« � a � .... x an In 93 In . .: a. A. a.: 1.. r.: a ,.7,.:u:,.M�if�«w:.uy,A:.r..x.a .apm�ber,- dJ•:.wa.,vpr:,i..+»» p' yy....- Qj: p�:t 'yq ti'+ Nv Gb M' O H X60 r.! a�W u+9 >�Ny'. N 1t'+�i. xNN ry •M 53 M �r•d 'Ay+��A fit. wivY M Ct. yMy .ypH1�' 4r��d .jN ^Yr�'a� Aw�Ja� y��'. y��. The City of Santa Ana will receive alarms through cell phone or pagers via Short Message Service (SMS), or Smart Phones and emails via email messaging. A direct -from- satellite handheld system is available upon request for highly critical communications in case of massive power loss upon request. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND UPDATES THE DATA ON THE SERVER EVERY HOUR. IN THE EVENT OF A HIGH WATER EVENT, THE ALARM IS SENT THE NEXT TIME A LEVEL MEASUREMENT IS MADE. IN THIS CASE THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS, THIS TYPE OF OPERATION WOULD RESULT IN A POWERPACK LIFE OF 12 MONTHS. 15 Iladronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -27 The basic user interface through the internet is via your secure map -based web site. A sample of this map interface is shown below. Ydai are logged io ae: hadronn Nhlfhlstrd or When the City of Santa Ana opens their secure web page they will see the location of every SmartCovero as shown above. There are three symbols for ease of management. GREEN — Means that everything is functioning properly, the water level is not at the alarm level and there are no other alarms. BLUE — Indicates that some maintenance action is required, for instance it could mean the battery has low voltage and needs to be replaced or that a unit has not communicated the last time it was supposed to. RED -- Indicates that an alarm condition exists at this location. It could be high water or Intrusion. 16 Hadronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -28 SECTION 4. INSTALLATION AND ACTIVATION INSTALLATION • Standard Installation: The SmartCover® -S unit is installed in the field at the designated location. Alternate Installation: The SmartCover® -S unit is installed on the selected cover off site and transported to the designated location. This method can minimize the need for traffic control and disruption. • Installation consists of physically attaching of the SmartCoverkS unit to the cover at the designated location; alignment and on -site testing to ensure that the unit is operational prior to leaving the site. • The SmartCover® -S unit is mounted directly to the lid or hatch by the use of stainless steel hardware. • The SmartCover® -S antenna is low profile, high performance and traffic rated. Attachment of the antenna is achieved by using Mil. -spec epoxy and requires the drilling of a 3/8" hole in the cover. • City of Santa Ana will provide personnel and equipment, as appropriate for traffic control as required by local regulations and safety of field personnel. ACTIVATION After the physical installation of the SmartCover® -S unit(s), the following actions are taken to bring full functionality to the SmartCover system. • SmartCover® -S Activation: City of Santa Ana Actions o Upon receipt of a Purchase Order, Hadronex will provide the City of Santa Ana with a questionnaire to obtain the information needed to perform the SmartCover -S service Set -Up. Proper system operation is dependent upon receipt of required information. This communication will be tested during activation phase. • SmartCovero -S Activation: Hadronex Actions Creation of the City of Santa Ana private database and account on the Hadronex secure server Web site configuration for City of Santa Ana SmartCovere -S units and users Initial population of the City of Santa Ana SmartCover ® -S database 17 Hadronex Inc. 2067 Wineridge Pl, Suite E, Escondido, CA, 92026 25G -29 o Registration of the SmartCovero -S unit wireless radios with the network and setting the City of Santa Ana default system operational parameters The installation and activation process typically takes one hour per unit to perform under normal conditions. ON SITE TRAINING Hadronex will provide on -site training after completion of the installation process. In addition, once on -site personnel are trained, Hadronex will be available to provide additional web site training remotely after the SmartCovero system has been installed and operational for at least a few days. SECTION 5, ACTIVE SITE MONITORING Active Site Monitoring is a per site annual service provided by Hadronex in support of your SmartCovero system. Active Site Monitoring includes but is not limited to the following support: • Wireless Communications — Access to a satellite two -way wireless network. • Technical Telephone Support - This service is offered from Sam to 5 pm local. • Alarm Processing — maintaining the infrastructure of the alarm contact system. • Web site access and maintenance — maintaining the secure servers on which your web site resides, and providing free upgrades to the web sites as they become available. • After Hours Support — on an as- needed basis. • Standard Reports - Hadronex will support City of Santa Ana in the preparation of these reports for management or regulators. • Custom Reports - more detailed reports than available on the web site can be provided by Hadronex upon request. • Graphic Display — Graphical User Interface available on web site is maintained and upgraded at no charge. • Management Tools - Available on web site, such as maintenance notes section. • Software Upgrades — Upgraded processing / communication software for units in the field is provided at no charge. • General Product Improvement -- Creating product improvements that are backwards compatible to existing units in the field at no charge. • Management Oversight — Hadronex monitors the proper operation of all of the units in the field. Everything from the internal health of a unit, the battery voltage, the radio signal strength and the communication to and from the units in the field. Hadronex also coordinates the appropriate service to repair any components in the field with you or the local dealer. is Iadronex Inc. 2067 Winer'rdge PI, Suite E, Escondido, CA, 92026 25G -30 r- A r r .K Delivery Hadronex will commence work on the SmartCovero -S System as described in this quotation upon receipt of a formal Purchase Order. Based on availability of equipment standard delivery is six (6) to eight (8) weeks after receipt of order and complete engineering and site information. Hadronex will make every effort to provide the equipment earlier if requested, but cannot guarantee accelerated delivery. Payment Terms - Payment is net thirty (30) days after receipt of invoice. - Hadronex will invoice units upon shipment. - Orders over $100,000 will require a down payment. SECTION 6. WARRANTY INFORMATION Other Terms and Conditions Mutual Hold Harmless, Hadronex hereby holds City of Santa Ana harmless from any and all claims that may arise, or damages that may result, to Hadronex or Hadronex staff during the performance of this contract. City of Santa Ana hereby holds harmless Hadronex, its founders, owners and staff, from any and all claims that may arise, of any kind or from any cause whatsoever, due to or as a result of the installation, operation, or use of the SmartCovere -S system. Loss of Communications. City of Santa Ana acknowledges that Hadronex is not responsible for the loss of wireless communication or internet communications or any communications used in the operation of this system. Advisory Only. The SmartCover�-S Service is advisory only. As such, Hadronex and its founders, owners, or staff are not responsible for any damage of any kind or from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the installation or operation of the system, including without limitation, equipment failure, or any consequential damages caused by, or resulting from, the use or installation of the SmartCover -S system. In no event shall HADRONEX's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. Term of Quotation. This budget estimate is valid for 30 days from the date of submission to City of Santa Ana. 19 Hadronex Inc. 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -31 25G -32 City of Santa Ana Sanitary Sewer SmartCover® Deployment Z M m C NEWHOPEST Is 0 m I A C m_...... FAIRVIEW FAIRVIEW ST 'D F — �y D y m B � m b BR 70l ST - m r A a ' GRAN AVE TUSTIN AVE fl .. EXHIBIT 2 25G -33 e I EUCLID ST _ m D �. I Lm� O NEWHOPE ST S A� CC WIHARBOI. D R BLVD ( HARBOR BLVD A' j� = a HARBOR BLVD i FAIRVIEW ST FAIRVIEW ST _ y _ \ O I� J ,� rn I5T e OL S7 B MAINS? Co Q 40 6 v r 0 �9�'tlIJ41 /y � Y (� GRANb!AVE H� mi TUSTINAVE + TUSTIN AVE / awda 25G -34 MARTCOVcR` 'Y' T i'4/tS` <e TURNING YOUR DATA INTO DECISIONS'" Special Price Break QUOTATION For City of Santa Ana Attn: Rudy Rosas Offered by SmartCover SystemsTM Quotation Date: 1/6/2016 Quote Validity: 54 days. By Brogan Quist, Regional Manager SmartCover SystemsTM EXHIBIT 3 25G -35 SiMAFR TCOVaFR'' TURNING YOUR DATA INTO DECISIONS '° *% Section I: Pricing SmartCoverO Systems"" (SCS) is pleased to provide the following Proposal for SmartCover® level and flow- estimating monitoring system. Please find in this document: Pricing Summary as shown in Section 1, a complete System Description in Sections 2 -5, Warranty statement in Section 6, and Acceptance in Section 7. SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now d4YYGx s SmartCover° SystemsTM SMA "iCOVc=FRO TURNING YOUR DATA INTO DECISIONS'" Pricing Summary Part Unit Number Description Qt Qty. y' Extended (Each) SmartCover@ System Components E -Box System Control with onboard computer, modem, digital radio; fully potted and IP -68 rated. Distance Sensing Module (DSM) with 3" to 81" sensor range, with 15' cable. SC- Q -S -15 PowerPack®- lithium thionyl chloride battery with high power 25 $3,188 $79,700 density. E- SquareTM antenna, including antenna and installation kit. Mounting bracket kit- three -part amounting bracket set made of heavy gauge, hard - anodized aluminum; includes all mounting hardware. One (1) Year, Parts -Only Warranty Parts Limited Parts -Only Warranty on all system SmartCover 25 Included Included Warranty hardware. See Warranty Statement for complete details. Active Site Management (ASM), One -Year. Comprehensive support services including: • Software subscription with unlimited number of users accessed with secure user name and password • Complete maintenance of all cloud based software • Regular feature updates and upgrades including the all new ASM -SCI SmartTrendTM. 25 $364 $9,100 • Hosting of data storage— unlimited data storage • Iridium Satellite connectivity service with bi- directional communication. • Advisories, Maintenance Alerts and Alarms issued to customer defined personnel via email and /or text message • Ongoing technical support via phone or online. Labor Tech Labor Installation of SmartCover Systems 25 $200 $5,000 Freight Out Shipping from office in Escondido 25 $400 Sales Tax Sales Tax for the City of Santa Ana, CA @ 9% 1 8% $6,376 TOTAL All items above $100,576 Prices above reflects discount at 31+ units (special discount if the units are ordered before March 1", 2016) SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w � ronex.com Hadronex, Inc. is now doi �SS SmartCover° SystemsTM ilfiAFR"=V=r o TURNING YOUR DATA INTO DECISIONS '° f** Delivery • Standard: Six (6) weeks upon receipt of a Purchase Order and with receipt of complete engineering and site information from the customer as requested. • All customers will be notified of the shipment date upon Order Acknowledgement. • Actual availability may vary depending on total demand. The "Standard six weeks" is not a guarantee but a good faith estimate. It is strongly recommended that an order be placed as early as possible. Reasonable efforts will be made to provide earlier delivery if requested. Terms and Conditions • Payment: Net 30 days • Late charges: A service charge of 1.5% per month will be added to all balances unpaid 30 days after invoice date. Failure to pay in accordance with these terms may void all warranties. • Cancellations: for all orders of less than $10,000, cancellation is accepted prior to shipment. For orders equal to or greater than $10,000, a 15% restocking charge is applied for cancellation. • Returns: returns are accepted with a valid Return Material Authorization (RMA) number only. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hachonex.com Hadronex, Inc. is now dot ri SmartCover® SystemsTM °M I"°CCVaFRO SYS"i"MMS" ,r 7 TURNING YOUR DATA INTO DECISIONS - 0*0 Ongoing Annual Costs After the first year of operation, the following fees will provide continued comprehensive services including software support, data storage, upgrades, added features, and satellite connectivity and PowerPackTM Warranty. These are annual charges paid prior to the start of the year. Active Site Management (ASM) ASM -SC1 $364 One -Year software subscription, satellite connectivity, online maintenance, online S/C monitoring per unit per year. PowerPack Warrantv PowerPackTM Warranty (PW- LTC1): $225 One -Year PARTS -ONLY PowerPack Warranty for each installation site, part -only warranty on the PowerPackTM offering unlimited replacements during the Warranty term. Extended Part Warrantv Extended Parts Warranty (EW -SC1, Optional): $ 399 One -Year PARTS -ONLY covers: E -Box System Control, Distance Sensing Module (DSM), antenna, and mounting bracket. This is a PARTS ONLY warranty extension after the first year. NOTE: Warranty extensions must be for consecutive years. Should a warranty be purchased after any initial year where the warranty was not purchased then the previous year(s) must be additionally purchased. End Section 1; proceed to Section 2, next page. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r w ronex.com Hadronex, hie, is now doi 611 ' martCover" SystemsTM TURNING YOUR DATA INTO DECISIONS'" SECTION 2: PRODUCT DESCRIPTION OVERVIEW Each SmartCover °System includes the following components which comprise the hardware delivered with each system: • One (1) E -Box system control • One (1) Ultrasonic Distance Sensing Module (DSM) with connecting cable. • One (1) communications antenna for direct connection to the Iridium Satellite System. • One (1) PowerPackTM, a proprietary high power density lithium thionyl chloride battery • One (1) bracket kit for either mounting flat to the underside of the manhole cover or for mounting to the manhole cover vein. • One installation kit containing all hardware and accessories necessary to mount a single system Item Descriptions: E -Box System Control The E -Box is the system control containing the digital satellite radio, computer and signal processing components. It is fully potted and can be completely submerged in water (IP- 68 rated) It is housed in an, ABS enclosure and shock tested to 10 G's. SmartCover E Box Control PowerPackTM The PowerPackTm is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. It housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTM provides at least one year of life and generally longer under normal operating conditions. PowerPacksTu have a 10 year shelf life prior to use. SmartCover® PowerPackTM SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hachonex.corn Hadronex, Inc. is now do�(� SmartCover° SystemsTM I � fry �eMF.�ae'M SmartCover E Box Control PowerPackTM The PowerPackTm is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. It housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTM provides at least one year of life and generally longer under normal operating conditions. PowerPacksTu have a 10 year shelf life prior to use. SmartCover® PowerPackTM SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hachonex.corn Hadronex, Inc. is now do�(� SmartCover° SystemsTM TCOVMFZ0 TURNING YOUR DATA INTO DECISIONS'" Distance Sensing Module (DSM) The distance sensing module is an ultrasonic distance sensor. It is enclosed and sealed in an ABS housing. It is fully potted and completely water - proof, meeting IP -68 standards. The crystal controlled oscillator sensor is self - calibrating. There are two [distance] ranges available. • The standard range senses between 3" and 81" • The long -range sensor's range is 11" to 240 ". The DSM has two standard cable lengths of 15' and 25'. Custom lengths are available, application dependent, up to 300'. SCS Application Engineers are available to assist users to determine the correct DSM range and cable lengths. SmartCover' DSM E- SerieSTm Antennae The E- SerieSTm antennae include the "E- Square" and the "E -Dot" types. Both are traffic rated and designed to mount directly to the manhole cover or vault lid. They communicate directly to the Iridium Satellite System and do not require any intermediary devices for boosting signals. The antennae are secured to the top of the manhole cover using a high strength, two -part acrylic adhesive specifically designed for high stress, structural applications. The E- Square antenna is a road - reflector type used in areas where there is no opportunity for dislocation from such hazards as snow plows. The E -Dot antenna is for cold- weather climates where snow plow operations occur and are designed to be mounted below the manhole profile. E- SquareTm Antenna E -DotTN Antenna SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r w. a ronex.com Hadronex, Inc. is now doir6% ' SmartCover° SystemsTM MAFR"rC0VMFR0 sys"rE i s TURNING YOUR DATA INTO DECISIONS" AS Mounting Bracket Kit The mounting bracket is a ruggedized, corrosion resistant assembly designed to protect and secure system components. The bracket is secured with two stainless steel bolts whereby the installer drills two 1/4" holes into the cover. The bracket is designed in such a manner such that NO CONFINED SPACE ENRTY IS REQUIRED FOR INSTALLATION. Its hard - anodized aluminum housing encloses the PowerPack and the E -Box control. The DSM (distance sensing module) is connected to the E -Box and suspended via a cable, typically over the invert. The bracket is supplied as a three -piece kit for mounting directly to the underside "flat' of the manhole or, alternately, to the manhole cover vein. Mounted Bracket SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do SmartCover° SystemsTM ii,l AFR" COVcF O TURNING YOUR DATA INTO DECISIONS'" SECTION 3: DESCRIPTION OF THE SATELLITE COMMUNICATION SYSTEM The SmartCovero system uses the high reliability, highly secure Iridium Satellite System as its communications backbone. Iridium is a state -of- the -art communications system consisting of 66 Low Earth Orbiting (LEO) satellites. It has global, redundant coverage and is known to provide highly superior connectivity to that of terrestrial systems such as GSM, GPRS and other cell phone based systems. Iridium has a very strong record of performance and reliability. It is used by the US DOD for its reliability. Iridium Satellites are in orbit across the globe and assured connectivity is achieved requiring but a small fraction of the available horizon. SmartCovee systems are able to communicate in challenging locations with such impediments as tree canopies, overpasses or buildings. SmartCovero data is highly secure with servers using 2048 bit encryption. These are redundant servers located in a climate controlled; secure facility with emergency power to prevent any interruptions. Servers store Historical Communication, Data, and Data Access information. Being a web or "aloud" based system; data is available at all times through a browser from a computer, tablet or phone. Users can access data through any web browser to the server via encrypted data and send notifications directly to the user. Iridium Satellite Constellation SmartCover© SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r wuyw.haWxoncx.coM Hadronex, Inc. is now doi LiAidSmartCover@ SystemsT" MAF R"=VaR` TURNING YOUR DATA INTO DECISIONS" The Communication Process As per the diagram below, the SmartCover° system communicates directly to an orbiting satellite. The communication signals are then sent to Iridium earth link stations, and then to SCS secure servers. For alarm signals, they are subsequently sent to the Customer via cell phone, Smart Phone, digital pager and /or to computers via the internet. It is possible to have alarms sent to a central control room as well. SmartCover ®communication is bi- directional and the user has control over the remote sites. A major benefit of the SCS system is that data acquisition, alarms and system setting changes are enabled remote from the installation site saving time and resources. For example, the alarm level [distance] setting can be accessed via the Dedicated User Website to be changed or disabled. Changes to these settings are communicated from the SCS servers through the Iridium system and to the SmartCover® system at the designated site. Redundant Ground Stations YY� R t Direct to Satellite Communication 1 Data Alarms /Alerts SmartCover Remote Site SmartCover communications system diagram Secure SmartCovW' Redundant Servers 10 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2rJJ �*44 SmartCover° SystemSTM M,e°q.r"RIrCOVcllRo TURNING YOUR DATA INTO DECISIONS" SmartCover®: Measurement, Data Acquisition, Transmission and Process Overview The SmartCovee system monitors continuously 24 hours per day, seven (7) days per week. SCS has cumulatively acquired thousands of years of data and experience with this basic measurement protocol to assure users that this methodology is extremely sound and reliable for ongoing data acquisition and alarming functions. Measurement Frequency The SmartCovero system takes a measurement every six (6) minutes. If the measured level is below the pre -set alarm level then the cycle begins again. Data Acquisition Frequency The SmartCovero logs alternate readings of the six (6) minute measurement cycle. In other words it log a measurement every 12 minutes, five (5) times per hour. These readings are "batched" and sent once per hour via satellite to the server and stored for user access such as trending and analysis. Alarming If the SmartCovero system measures and senses that the water it is above the alarm level, an alarm notification is sent to the designated users and by a pre - established communication protocol i.e., text message to a mobile device or an email message to a computer. Alarms through cell phones or pagers are via Short Message Service (SMS), or Smart Phones and emails via email messaging. Alarms will continue to be sent until acknowledged. The system will continue to monitor, even though the alarm has been acknowledged. Note: a dedicated direct - from - satellite handheld system is available option for highly critical communications. Contact SCS for more information. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND DATA IS UPDATED ON THE SERVER EVERY HOUR. IN THE EVENT OF A HIGH WATER EVENT, THE ALARM IS SENT THE NEXT TIME A LEVEL MEASUREMENT IS MADE. THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL, AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS. Graphical Data The website is accessed by designated users through a secure portal and using a user name and password. Upon login a map of the system appears as shown below. System Map 11 SmartCovero SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 vayw ronex.com . Hadronex, Inc. is now doir martCovere SystemSTM g w o® • AP System Map 11 SmartCovero SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 vayw ronex.com . Hadronex, Inc. is now doir martCovere SystemSTM SiMAFR 'COVMF:R0 TURNING YOUR DATA INTO DECISIONS '° System Map The system map has five, colored -coded symbols for ease of viewing and management where: GREEN (circle) — Indicates that the SmartCovero system is functioning properly and that the site does not have any alarms or maintenance alerts. GRAY (circle) — Indicates that the SmartCover° system was previously located at this site but has been moved. The data for this site is archived and accessible. ORANGE (circle) — Indicates that the SmartCover° system, while not in an Alert or Alert state, has issued and "Advisory ". The Advisory is an email message has been sent because the site data trend indicates that an anomaly is occurring. It advises users to view this site's data and determine what, if any, remedial action should be taken. BLUE (square) — Indicates an "alert' and that a SmartCover® maintenance action is required. For example, it could mean the battery has low voltage and needs to be replaced or that a unit has not communicated within the expected interval. RED (triangle) — Indicates that an "alarm" condition exists at this location. It could be high water event (surcharge) or an intrusion. Action is required. Site Graph A user may access any remote site by clicking on the map or on the address location. As an example, the graph below illustrates level in inches (y- axis), date /time (x- axis), flow levels (blue line), and the alarm setting (red line). We see in this case flow levels are below the alarm and then followed by a surcharge. The surcharge would have triggered an alarm. Note that the alarm is set well below the level where a spill may occur (green line) and allows for sufficient time to respond. In this case the bottom of the sensor is 64 inches from the manhole cover and the alarm is set for 74 inches below the manhole cover. Site Graph 12 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2B43m4& SmartCover° SystemsTM �_— 207.205.04 13.56 - 2012 -05 -12 13'.56 Distance from Manhole Cover Atasni 5et(eaint = TQ �ensur Po51tn>t; _ h3 60 In 65 in .........._.... .... ..................................._....................................... ._...................._........ 70 In 75 in ......_..,........,..._ - ....................................................................._.,__ .....,......................... ,.. 80 In 85 In 90 tr7 6 Q Q 4 O GY CJ O C3 Ca 4 KS (J Y? CF f> 6 O O 4 4 6 CS q d Q 4 4 O Q b CF 4 � O Nw O O N O .Nt d rvN+ Q ry 6 N O rNi p oNi N N N N N tM N N N 1V N N M N N YV N H IV tM H N N H H O e KR b O 4 4 4 R4 C'J b r+ N IV ;^V H Jt tf, V1 N J5 Ut V1 VI N ,Y1 uY V, N r/5 V1 vl Vt ✓1 O 4 4 O 4 6 d Kl C? 4 O C3 CJ O Q Q Q 6' Site Graph 12 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2B43m4& SmartCover° SystemsTM MAR"rCOVIERO 5YS7M%45- TURNING YOUR DATA INTO DECISIONS" SECTION 4: INSTALLATION AND ACTIVATION Installation It is most important to note that the SmartCover installation never requires confined space entry. With this, a typical installation is inexpensive and takes much less than one hour for physically attaching of the SmartCover® system. The antenna is mounted to the top of the cover or lid and the mouthing bracket, housing the PowerPack and E -Box with the DSM connected to the E -Box, to the bottom. The antenna is mounted and secured with a high strength, MIL -Spec grade, two part adhesive and a hole is drilled to feed the antenna wire to the underside where the E -Box control is located. The bracket is mounted to the underside by drilling to two holes into the cover or lid. Two stainless steel screws secure the bracket. The DSM is connected to the E -Box control and it is suspended and aligned to the flow target area i.e., the invert. On -site testing of the communication link is performed to ensure that the unit is operational. • Standard Installation: The SmartCover® system (hardware) is installed in the field at the designated site. • Offsite Installation: The SmartCover® system is installed on the selected cover at an offsite facility and transported to the designated location. This method can minimize onsite time to a few minutes reducing the need for traffic control and disruption. • Typically, the Customer will provide personnel and equipment, as appropriate for traffic control as required by local regulations and safety of field personnel. Activation After the physical installation of the SmartCover® system(s), the following actions are taken to bring full functionality to the SmartCover° system. SCS technicians will assist with all installation activation as part of our standard service protocol. • SmartCover® Activation: Customer Actions • Upon receipt of a Purchase Order, SCS the user will receive a questionnaire to obtain the information necessary to perform the SmartCover® service Set - Up. Proper system operation is dependent upon receipt of required information. • This information is used as part of installation where communication will be tested to verify functionality. • SmartCover° Activation: SCS Actions • At the SCS technical Support offices, the secure Customer Web Site is set up including a private account and database on the SCS secure server. • Web site is configured for the Customer Web Site with SmartCover® system locations and users. • Initial population of the Customer SmartCover ®database. • Registration of the SmartCover® system wireless radios with the network and setting the Customer default system operational parameters. Training Training is provided after completion of the installation process. Once on -site personnel are trained, SCS will be available to provide additional web site training remotely after the SmartCover® system has been installed and operational. 13 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w. ronex.com Hadronex, Inc. is now doilfiz SmartCover° SystemsTM TURNING YOUR DATA INTO DECISIONS'° SECTION 5: ACTIVE SITE MANAGEMENT Active Site Management (ASM) is a compressive support service for the SmartCover° system. It includes software support, satellite connectivity and ongoing technical support with these three elements described below. It is an annual, per site service provided by SCS. ASM includes but is not limited to: • Website hosting- initial set -up and ongoing hosting of all software and customer data. Note that all data is owned by the customer. • Website / Software Upgrades- from time to time SCS provides new features and tools at no charge including such features supporting improved analytical tools, improved graphical tools and new reports. • Website maintenance — maintaining the secure servers on which your web site resides, and providing free upgrades to the web sites as they become available. • Standard Reports - SCS will support Customer in the preparation of these reports for management or regulators Technical Telephone Support - This service is offered by the SCS Technical Services team from 7am to 5 pm Pacific time and with additional support from local representatives. • Management Oversight • SCS Technical Services team monitors the proper operation of all installed systems including battery voltage, the radio signal strength and the communication to /from the systems. • SCS coordinates the appropriate service to repair any components in the field with you or the local dealer • Alarm Processing — maintaining the infrastructure of the alarm contact system. • After Hours Support — on an as- needed basis. Contact SCS for details • Wireless Communications Connectivity — Access to the two -way, wireless satellite network. Product Improvements The SmartCover® is continuously improving, adding new features and functions. SCS often uses customer input to add new features. Product improvements are backwards compatible to existing satellite systems with 0.10" resolution. There is no charge for these improvements as they are part of the annual ASM. SmartTrendTM SmartTrendTM is an all -new addition to SmartCovere that enables notifies and enable users to anticipate events at remote monitoring sites. SmartTrendTm automatically scans each remote site to assess data trends. Should it see an "anomaly ", it provides users an Advisory email message. This important addition to the SmartCover® system means that users now have the most advanced predictive method available identifying future issues such as SSO days or even weeks before they occur. 14 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do�� SmartCover° SystemsTM i'i4AFR`iC0VcFR0 TURNING YOUR DATA INTO DECISIONS'" SECTION 6: ADDITIONAL TERMS & CONDITIONS, LIMITED WARRANTY Mutual Hold Harmless SCS hereby holds Customer harmless from any and all claims that may arise, or damages that may result, to SCS or SCS staff during the performance of this contract. Customer hereby holds harmless SCS, its founders, owners and staff, from any and all claims that may arise, of any kind or from any cause whatsoever, due to or as a result of the installation, operation, or use of the SmartCover ®system. Loss of Communications Customer acknowledges that SCS is not responsible for the loss of wireless communication or internet communications or any communications used in the operation of this system. Advisory Only The SmartCover® System is an advisory service only. As such, SCS and its founders, owners, or staff are not responsible for any damage of any kind or from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the installation or operation of the system, including without limitation, equipment failure, or an � consequential damages caused by, or resulting from, the use or installation of the SmartCover system. Limited Warranty The equipment components of the SmartCover® system are warranted free from material defects of material and workmanship for a period of one year from the date of installation. Unless otherwise stated, the SCS warranty herein is a parts -only warranty. Should the Customer discover any condition that might invoke a warranty claim, they are to expeditiously and without delay notify the SCS Technical Services group. Upon notification, SCS will assess and instruct the user on follow -on actions. Should a component fail as a result of a defect in material or workmanship, SCS will replace the component or repair it at the SCS location. For all valid warranty claims, as determined by SCS, reasonable freight charges to and from Customer shall be paid by SCS. In all cases, SCS shall determine the shipping method and /or carrier unless otherwise agreed to in writing by Customer and SCS. Upon approval of a warranty failure by SCS, SCS will either repair or replace the defective component at SCS' sole discretion. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). REPAIR OR REPLACEMENT IN THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY AND SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF SCS WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS. THIS WARRANTY DOES NOT COVER DAMAGE OR REPAIRS OR REPLACEMENTS BY ANY CAUSE BEYOND THE CONTROL OF SCS, INCLUDING ACTS OF NATURE, IMPROPER USE, LACK OF PROPER MAINTENANCE OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS WARRANTY IS THE EXCLUSIVE REMEDY. SCS SHALL NOT BE LIABLE FOR ANY ACTUAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF GOODWILL OR PROFITS AND /OR LOSSES FROM ANY CAUSE WHATSOEVER, EVEN IF SCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 15 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r vQyw.badronex.com Hadronex, Inc. is now doi 611 ' SmartCover© SystemsTM AR =Vc=Ro TURNING YOUR DATA INTO DECISIONS'" 0*0 In no event shall SCS's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. SECTION 7: Acceptance The undersigned have read and acknowledge their understanding of this offer. Signatures SmartCover® SystemsTM Jay Boyd VP, Sales & Marketing Date 1/612015 City of Santa Ana Signature Date 16 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do ,2&6� SmartCover° SystemsTM FIRST AMENDMENT TO LICENSE AND WARRANTY AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT, is made and entered into this _ day of February, 2016 by and between Hadronex Incorporated, 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. Contractor manufactures and installs the Hadronex SmartCover Monitoring and Alarm System (hereinafter "SmartCover "), designed to provide an alerting system for sewer systems overflow and encroachment. B. On September 2, 2014, City entered into Agreement # A- 2014 -21, 2 with Hadronex to purchase and installed SmartCover equipment and SmartCover site monitoring services. C. In accordance with the terms and conditions of Agreement # A -2014 -212, the parties hereby amend the Corrq�ensation and Scope afServices of the agreement. 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: Section 1, SCOPE OF SERVICES, shall be amended to read as follows: Contractor shall provide active site monitoring services for all terrestrial and satellite SmartCovers installed in the City of Santa Ana, as set forth in Exhibit A, attached hereto and incorporated by this reference. Contractor will provide and install additional SmartCovers, at the request of City and at the prices set forth in Exhibit A. Section 2a, COMPENSATION, shall be amended to read as follows: City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total suns to be expended under this Agreement shall not exceed $175,000, annually, during the tenn of this Agreement, and the total not to exceed of this agreement is $475,000 for the entire tern of this agreement. Section 3, TERM, shall be amended to read as follows: This Agreement shall terminate on June 30, 2018, unless terminated earlier in accordance with Section 11 of Agreement # A- 2014 -212. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in frill force and effect. FIRST AMENDMENT TO LICENSE AND WARRANTY AGREEMENT Exhibit 4 25G -51 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the (late and year first above written. ATTEST: MARIA D. HUIZ,AR Clerk of the Council APPROVED AS TO FORM: Sonia R. C It C' ttorney I3 . OSE SANDOVAL Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR, P.E. Executive Director of Public Works Agency FIRST AMENDMENT TO LICENSE AND WARRANTY AG REEMENT CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT HADRONEX INCORPORATED By: DAVID A. DRAKE Title: President 2 25G -52 FIRSTAMENDMENTTO LICENSE AND WARRANTY AGREEMENT EXHIBIT A SCOPE OF SERVICES 25G -53 0li r"R"iCOV=rFR` �,,, ••• I TURNING YOUR DATA INTO DECISIONS'" • Overview of Annual Renewals Section 1: Overview and Pricing SmartCoverO Systems'" (SCS) is pleased to provide the following quotation for the SmartCoverO Annual Renewal . In this document you will find: The purpose of the Annual Service Renewals is to provide users with both essential and optional services for continuous operations of SmartCover® and SmartFLOETM systems. • Active Site Management (ASM) is a required service for continuous receipt of connectivity, data storage, data access, technical support and much more (for complete details see Section 2 for details). • PowerPackTM Warranty, while not essential, is the highly recommended method for optimizing battery performance and costs. • Parts (only) Warranty - Extended is an optional program that assures users with minimal cost in the event of a parts failure. Pricing Part number Price Term in years ASM:ASM -SC1 R 364.00 1 ASM:ASM -SC2R 697.00 2 Extended warrant arts:PW -LTC1 225.00 1 Extended warrant parts:PW -LTC2 437.00 2 Extended warrant arts:EW -SC1 399.00 1 Extended warranty arts:EW -SC2 742.00 2 Section 2: Services Description Active Site Management Active Site Management (ASM) is a compressive suite of support services for the SmartCover° system. ASM is an annual, per site service provided by SCS. ASM includes but is not limited to: Website & Data Hosting • Website Hosting - a dedicated, secure, customer website is set -up, hosted and maintained by SmartCover® Systems7m. Being a cloud -based system, all support for any desired changes by the customer i.e., additions of new monitoring sites, are performed for them by the SCS Customer Service team. • Data Hosting -All data is stored and accessible through a user interface on the customer website. ASM entitles customers to 24/7 access through any browser -based device and this service includes: • Unlimited number of users, each with secure user name and password • Unlimited data storage • Unlimited time of storage 25G -54 SYST=MMS- TURNING YOUR DATA INTO DECISIONS" o All data is the property of the customer. (Data may be downloaded at any time through the user interface.) Website Maintenance — SCS maintains redundant and highly secure servers for hosting the customerwebsite and data. The servers are located in a third party, state -of the -art facility featuring redundant power sources and high quality environmental controls. Website / Software Upgrades - SCS regularly adds new user - features and tools to customer websites to enhance the functionality and capability for users. On average, one major upgrade is developed annually (i.e., SmartTrendT", see below for details) and at no additional charge provided that ASM fee are up to date. SCS also makes other improvements and upgrades on an ongoing basis. All improvements are fully documented and customer notifications are issued by Customer Service as they are implemented. SmartTrendM is an all -new addition to SmartCoverO that notifies and enable users to anticipate events at remote monitoring sites. SmartTrendTm automatically scans each remote site to assess data trends. Should it see a trend "anomaly', it provides users an "Advisory" email message. This means that users now have an advanced, predictive method for identifying future issues such as SSO days or even weeks before they occur. Technical Support • Operational Oversight - The SCS Customer Service team monitors specific operational parameters of all installed, active systems including battery voltage, the radio signal strength and the communication to /from and the sensor. • Technical Support- the SCS Customer Service team provide both telephone and online (email) support for both remote field units and the customer website. This service is offered by the SCS Customer Service team from 7 am to 5 pm Pacific time, Monday through Friday. • After Hours Support — on an as- needed basis SCS can offer after -hours support as needed. In these instances SCS Customer Service should be contacted doe details. • Field Service Coordination- In the event that field service may be required, whether for warranty or non - warranty service, SCS coordinates the appropriate service to diagnose and repair remote field units. • Standard Reports - SCS will support customers in the preparation of these reports for management or regulators. • Alarm Processing — maintaining the infrastructure of the alarm contact system. Communications Wireless Communications Connectivity — SCS uses the high reliability, advanced Iridium satellite system as the communication backbone. This is a bi- directional communication system. Data and alarms and alerts are communicated from remote sites to the customer website. PowerPackfm and PowerPack"m Warranty The SmartCoverO PowerPackTM is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. The PowerPackTM is housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTm provides one year of life and generally longer under normal operating conditions. PowerPackSTm have a 10 -year shelf life when unpowered. The PowerPackM Warranty provides one year of parts -only support meaning that should the PowerPackTM fail during the Warranty period, a new PowerPackM will be supplied at no charge for the part or for shipping via ground. When the Warranty is purchased for an existing installation, please note that a PowerPackT"' is not sent at that time. 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760- 291 -1980 )iwv~arWobwrsysteIns.com Hadronex, Inc. is now do4MAMOUnartcovere SystemsTM SYSTEMS- TURNING YOUR DATA INTO DECISIONS'" Alternately, the SmartCover® system will provide notification through a Maintenance Alert re: "low battery ". This Alert provides adequate amount of time to receive and install the new PowerPackTM provided that expeditious action is taken by the user. SmartCover® PowerPackW Parts Warranty Terms — Extended Parts only, including: • ebox, • DSM (distance sensing module), • Bracket • antenna (e- dote- square) NOTE: Warranty extensions must be for consecutive years. Should a warranty be purchased after an initial year where it was not purchased then the previous year(s) must also be purchased. NOTE: The two -year option provides a discount and providing that it is paid in -full at the beginning of the services period. NOTE: This does not include the labor to test, exchange, replace or install these parts. SmartCover® E Box Control SmartCoverc DSM E- SquareTm Antenna E -DotTm Antenna 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -198 sm ' e versystems.com Hadronex, Inc. is now Ins SmartCovera systems ", AFR TCOVE=FR� TURNING YOUR DATA INTO DECISIONS" Section 3. Additional terms & conditions, limited warranty Mutual Hold Harmless SCS hereby holds Customer harmless from any and all claims that may arise, or damages that may result, to SCS or SCS staff during the performance of this contract. Customer hereby holds harmless SCS, its founders, owners and staff, from any and all claims that may arise, of any kind or from any cause whatsoever, due to or as a result of the installation, operation, or use of the SmartCoverO system. Loss of Communications Customer acknowledges that SCS is not responsible for the loss of wireless communication or internet communications or any communications used in the operation of this system. Advisory Only The SmartCoverO System is an advisory service only. As such, SCS and its founders, owners, or staff are not responsible for any damage of any kind or from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the installation or operation of the system, including without limitation, equipment failure, or any consequential damages caused by, or resulting from, the use or installation of the SmartCover° system. Limited Warranty The equipment components of the SmartCover® system are warranted free from material defects of material and workmanship for a period of one year from the date of installation. Unless otherwise stated, the SCS warranty herein is a parts -only warranty. Should the Customer discover any condition that might invoke a warranty claim, they are to expeditiously and without delay notify the SCS Technical Services group. Upon notification, SCS will assess and instruct the user on follow -on actions. Should a component fail as a result of a defect in material or workmanship, SCS will replace the component or repair it at the SCS location. For all valid warranty claims, as determined by SCS, reasonable freight charges to and from Customer shall be paid by SCS. In all cases, SCS shall determine the shipping method and /or carrier unless otherwise agreed to in writing by Customer and SCS. Upon approval of a warranty failure by SCS, SCS will either repair or replace the defective component at SCS' sole discretion. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). REPAIR OR REPLACEMENT IN THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY AND SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF SCS WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS. THIS WARRANTY DOES NOT COVER DAMAGE OR REPAIRS OR REPLACEMENTS BY ANY CAUSE BEYOND THE CONTROL OF SCS, INCLUDING ACTS OF NATURE, IMPROPER USE, LACK OF PROPER MAINTENANCE OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS WARRANTY IS THE EXCLUSIVE REMEDY. SCS SHALL NOT BE LIABLE FOR ANY ACTUAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF GOODWILL OR PROFITS AND /OR LOSSES FROM ANY CAUSE WHATSOEVER, EVEN IF SCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. In no event shall SCS's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 ar rs stems.com Hadronex, Inc. is now do' VILIM0. martCover° System9T StMA R"rCOVaFR" sys7 m " << TURNING YOUR DATA INTO DECISIONS'" Special Price Break QUOTATION For City of Santa Ana Attn: Rudy Rosas Offered by SmartCover SystemsTM Quotation Date: 1/6/2016 Quote Validity: 54 days. By Brogan Quist, Regional Manager SmartCover SystemsTM 25G -58 lk -, ,* f e d d Quotation Date: 1/6/2016 Quote Validity: 54 days. By Brogan Quist, Regional Manager SmartCover SystemsTM 25G -58 i00 A T'COVMFRO TURNING YOUR DATA INTO DECISIONS" Section I: Pricing SmartCover' Systems" (SCS) is pleased to provide the following Proposal for SmartCover® level and flow- estimating monitoring system. Please find in this document: Pricing Summary as shown in Section 1, a complete System Description in Sections 2 -5, Warranty statement in Section 6, and Acceptance in Section 7. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 C www.Ladronex.com Hadronex, Inc. is now doi WovsmartCoverg SystemsTM sysorMMS­ <' TURNING YOUR DATA INTO DECISIONS'" Pricinq Summary Part Description Unit Unit Price Extended Plumber Qty' (Each) SmartCover® System Components E -Box System Control with onboard computer, modem, digital radio; fully potted and IP -68 rated. Distance Sensing Module (DSM) with 3" to 81" sensor range, with 15' cable. SC- Q -S -15 PowerPacko- lithium thionyl chloride battery with high power 25 $3,188 $79,700 density. E- Square TN antenna, including antenna and installation kit. Mounting bracket kit- three -part amounting bracket set made of heavy gauge, hard - anodized aluminum; includes all mounting hardware. One (1) Year, Parts -Only Warranty Parts Limited Parts -Only Warranty on all system SmartCover 25 Included Included Warranty hardware. See Warranty Statement for complete details. Active Site Management (ASM), One -Year. Comprehensive support services including: • Software subscription with unlimited number of users accessed with secure user name and password • Complete maintenance of all cloud based software • Regular feature updates and upgrades including the all new ASM -SC1 SmartTrendTM 25 $364 $9,100 • Hosting of data storage — unlimited data storage • Iridium Satellite connectivity service with bi- directional communication. • Advisories, Maintenance Alerts and Alarms issued to customer defined personnel via email and /or text message • Ongoing technical support via phone or online. Labor Tech Labor Installation of SmartCover Systems 25 $200 $5,000 Freight Out Shipping from office in Escondido 25 $400 Sales Tax Sales Tax for the City of Santa Ana, CA @ 9% 1 8% $6,376 TOTAL All items above $100,576 Prices above reflects discount at 31+ units (special discount if the units are ordered before March I', 2016) SmartCover° SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -11n980 www.liadronex.com Hadronex, Inc. is now dgtgn s SmartCover° SystemSTM SMAFR*rC0VC=F:R' Y T M%4 " f ;= TURNING YOUR DATA INTO DECISIONS" Delivery • Standard: Six (6) weeks upon receipt of a Purchase Order and with receipt of complete engineering and site information from the customer as requested. • All customers will be notified of the shipment date upon Order Acknowledgement. • Actual availability may vary depending on total demand. The "Standard six weeks" is not a guarantee but a good faith estimate. It is strongly recommended that an order be placed as early as possible. Reasonable efforts will be made to provide earlier delivery if requested. Terms and Conditions • Payment: Net 30 days • Late charges: A service charge of 1.5% per month will be added to all balances unpaid 30 days after invoice date. Failure to pay in accordance with these terms may void all warranties. • Cancellations: for all orders of less than $10,000, cancellation is accepted prior to shipment. For orders equal to or greater than $10,000, a 15% restocking charge is applied for cancellation. • Returns: returns are accepted with a valid Return Material Authorization (RMA) number only. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19�C ronex.com Hadronex, Inc. is now doir 6i UMbal SmartCover° SystemsTm StMAR 1=VMFR` TURNING YOUR DATA INTO DECISIONS '° 6% Ongoing Annual Costs After the first year of operation, the following fees will provide continued comprehensive services including software support, data storage, upgrades, added features, and satellite connectivity and PowerPack TM Warranty. These are annual charges paid prior to the start of the year. Active Site Management (ASM) ASM -SC1 $364 One -Year software subscription, satellite connectivity, online maintenance, online S/C monitoring per unit per year. PowerPack Warranty PowerPack TM Warranty (PW- LTC1): $225 One -Year PARTS -ONLY PowerPack Warranty for each installation site, part -only warranty on the PowerPack TM offering unlimited replacements during the Warranty term. Extended Part Warrant Extended Parts Warranty (EW -SCI, Optional): $ 399 One -Year PARTS -ONLY covers: E -Box System Control, Distance Sensing Module (DSM), antenna, and mounting bracket. This is a PARTS ONLY warranty extension after the first year. NOTE: Warranty extensions must be for consecutive years. Should a warranty be purchased after any initial year where the warranty was not purchased then the previous year(s) must be additionally purchased. End Section 1; proceed to Section 2, next page. SmartCover® Systems"m 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do ,2 &6 s SmartCover° Systems"m AFRi'CGVc=FRO TURNING YOUR D)TAIN O DECISIONS SECTION 2: PRODUCT DESCRIPTION OVERVIEW Each SmartCover ®System includes the following components which comprise the hardware delivered with each system: • One (1) E -Box system control • One (1) Ultrasonic Distance Sensing Module (DSM) with connecting cable. • One (1) communications antenna for direct connection to the Iridium Satellite System. • One (1) PowerPackTM, a proprietary high power density lithium thionyl chloride battery • One (1) bracket kit for either mounting flat to the underside of the manhole cover or for mounting to the manhole cover vein. • One installation kit containing all hardware and accessories necessary to mount a single system Item Descriptions: E -Box System Control The E -Box is the system control containing the digital satellite radio, computer and signal processing components. It is fully potted and can be completely submerged in water (IP- 68 rated) It is housed in an, ABS enclosure and shock tested to 10 G's. SmartCover° E Box Control PowerPackTM The PowerPackTM is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. It housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTM provides at least one year of life and generally longer under normal operating conditions. PowerPackS7m have a 10 year shelf life prior to use. SmartCover` PowerPackTM SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w l,onex.com Hadronex, Inc. is now doit+ W§W SmartCover° SystemsTM MAFR71=10VMR TURNING YOUR DATA INTO DECISIONS'" Distance Sensing Module (DSM) The distance sensing module is an ultrasonic distance sensor. It is enclosed and sealed in an ABS housing. It is fully potted and completely water - proof, meeting IP -68 standards. The crystal controlled oscillator sensor is self - calibrating. There are two [distance] ranges available. • The standard range senses between 3" and 81" • The long -range sensor's range is 11" to 240 ". The DSM has two standard cable lengths of 15' and 25'. Custom lengths are available, application dependent, up to 300'. SCS Application Engineers are available to assist users to determine the correct DSM range and cable lengths. E- SeriesTm Antennae The E- SeriesTm antennae include the "E- Square' and the "E -Dot" types. Both are traffic rated and designed to mount directly to the manhole cover or vault lid. They communicate directly to the Iridium Satellite System and do not require any intermediary devices for boosting signals. The antennae are secured to the top of the manhole cover using a high strength, two -part acrylic adhesive specifically designed for high stress, structural applications. The E- Square antenna is a road - reflector type used in areas where there is no opportunity for dislocation from such hazards as snow plows. The E -Dot antenna is for cold- weather climates where snow plow operations occur and are designed to be mounted below the manhole profile. E- Square TM Antenna E -DotTm Antenna SmartCover° SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 -291 -1980 www.hadronex.com Hadronex, Inc. is now do25 SmartCover° SystemSTM r' FR"PCOVcR" TURNING YOUR DATA INTO DECISIONS'" Mounting Bracket Kit The mounting bracket is a ruggedized, corrosion resistant assembly designed to protect and secure system components. The bracket is secured with two stainless steel bolts whereby the installer drills two 1/4" holes into the cover. The bracket is designed in such a manner such that NO CONFINED SPACE ENRTY IS REQUIRED FOR INSTALLATION. Its hard - anodized aluminum housing encloses the PowerPack and the E -Box control. The DSM (distance sensing module) is connected to the E -Box and suspended via a cable, typically over the invert. The bracket is supplied as a three -piece kit for mounting directly to the underside "flat" of the manhole or, alternately, to the manhole cover vein. Mounted Bracket 8 SmartCovere SystemsTm 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 0 w ronex.com Hadronex, Inc, is now doi bull martCover° SystemsTm TURNING YOUR DATA INTO DECISIONS'" di aV SECTION 3: DESCRIPTION OF THE SATELLITE COMMUNICATION SYSTEM The SmartCovero system uses the high reliability, highly secure Iridium Satellite System as its communications backbone. Iridium is a state -of- the -art communications system consisting of 66 Low Earth Orbiting (LEO) satellites. It has global, redundant coverage and is known to provide highly superior connectivity to that of terrestrial systems such as GSM, GPRS and other cell phone based systems. Iridium has a very strong record of performance and reliability. It is used by the US DOD for its reliability. Iridium Satellites are in orbit across the globe and assured connectivity is achieved requiring but a small fraction of the available horizon. SmartCovere systems are able to communicate in challenging locations with such impediments as tree canopies, overpasses or buildings. SmartCovero data is highly secure with servers using 2048 bit encryption. These are redundant servers located in a climate controlled; secure facility with emergency power to prevent any interruptions. Servers store Historical Communication, Data, and Data Access information. Being a web or "cloud" based system; data is available at all times through a browser from a computer, tablet or phone. Users can access data through any web browser to the server via encrypted data and send notifications directly to the user. Iridium Satellite Constellation SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do SmartCover SystemsTM St AFR"rCOVcRO TURNING YOUR DATA INTO DECISIONS" The Communication Process As per the diagram below, the SmartCover° system communicates directly to an orbiting satellite. The communication signals are then sent to Iridium earth link stations, and then to SCS secure servers. For alarm signals, they are subsequently sent to the Customer via cell phone, Smart Phone, digital pager and /or to computers via the internet. It is possible to have alarms sent to a central control room as well. SmartCover® communication is bi- directional and the user has control over the remote sites. A major benefit of the SCS system is that data acquisition, alarms and system setting changes are enabled remote from the installation site saving time and resources. For example, the alarm level [distance] setting can be accessed via the Dedicated User Website to be changed or disabled. Changes to these settings are communicated from the SCS servers through the Iridium system and to the SmartCover® system at the designated site. Redundant Ground Stations Direct to Satellite Communication Bi-Directlo'c7l User Interfaces Remote Site =Data larms /Alerts SmartCover communications system diagram Secure Digital network servers 10 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w ronex.com Hadronex, Inc. is now doin SmartCover® SystemsTM w AR71=C7VMRO TURNING YOUR DATA INTO DECISIONS'' SmartCover: Measurement, Data Acquisition, Transmission and Process Overview The SmartCovero system monitors continuously 24 hours per day, seven (7) days per week. SCS has cumulatively acquired thousands of years of data and experience with this basic measurement protocol to assure users that this methodology is extremely sound and reliable for ongoing data acquisition and alarming functions. Measurement Frequency The SmartCover® system takes a measurement every six (6) minutes. If the measured level is below the pre -set alarm level then the cycle begins again. Data Acquisition Frequency The SmartCover° logs alternate readings of the six (6) minute measurement cycle. In other words it log a measurement every 12 minutes, five (5) times per hour. These readings are "batched" and sent once per hour via satellite to the server and stored for user access such as trending and analysis. Alarming If the SmartCover °system measures and senses that the water it is above the alarm level, an alarm notification is sent to the designated users and by a pre - established communication protocol i.e., text message to a mobile device or an email message to a computer. Alarms through cell phones or pagers are via Short Message Service (SMS), or Smart Phones and emails via email messaging. Alarms will continue to be sent until acknowledged. The system will continue to monitor, even though the alarm has been acknowledged. Note: a dedicated direct - from - satellite handheld system is available option for highly critical communications. Contact SCS for more information. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND DATA IS UPDATED ON THE SERVER EVERY HOUR. IN THE EVENT OF A HIGH WATER EVENT, THE ALARM IS SENT THE NEXT TIME A LEVEL MEASUREMENT IS MADE. THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL, AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS. Graphical Data The website is accessed by designated users through a secure portal and using a user name and password. Upon login a map of the system appears as shown below. °^ '46 t � � System Map 11 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do� SmartCover° SystemsTM t%4Ar'€TC0VMR" TURNING YOUR DATA INTO DECISIONS System Map The system map has five, colored -coded symbols for ease of viewing and management where: GREEN (circle) — Indicates that the SmartCovero system is functioning properly and that the site does not have any alarms or maintenance alerts. GRAY (circle) — Indicates that the SmartCovero system was previously located at this site but has been moved. The data for this site is archived and accessible. GRANGE (circle) — Indicates that the SmartCover® system, while not in an Alert or Alert state, has issued and "Advisory'. The Advisory is an email message has been sent because the site data trend indicates that an anomaly is occurring. It advises users to view this site's data and determine what, if any, remedial action should be taken. BLUE (square) — Indicates an "alert" and that a SmartCover® maintenance action is required. For example, it could mean the battery has low voltage and needs to be replaced or that a unit has not communicated within the expected interval. RED (triangle) — Indicates that an "alarm" condition exists at this location. It could be high water event (surcharge) or an intrusion. Action is required. Site Graph A user may access any remote site by clicking on the map or on the address location. As an example, the graph below illustrates level in inches (y- axis), dateltime (x- axis), flow levels (blue line), and the alarm setting (red line). We see in this case flow levels are below the alarm and then followed by a surcharge. The surcharge would have triggered an alarm. Note that the alarm is set well below the level where a spill may occur (green line) and allows for sufficient time to respond. In this case the bottom of the sensor is 64 inches from the manhole cover and the alarm is set for 74 inches below the manhole cover. Site Graph 12 SmartCovere SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w1adronex.com Hadronex, Inc. is now doi ThLtmartCiavero SystemsTM A 2012 -0504 13:56 - 2012.05.22 13.56 Distance from Manhole Cover Alarm setpoint = 74 5-osor Position = 54 60 In 6.5 in ........ ........... .... ........ ........ ........................ ....... ........... .. ....... .... ...... ....... . ............... ........ i. 70 ul - ................................ 75 in - ........................................ ............ ............................................... 80 In 85 in 90 in 95 itl..,_ a.,.. wwu.... J_ a.. �x.. i,.. ,v.Jw..w�.w".��..._,..i.1..�u., . ..�w..a....,w..w�.J.� -t O O 4 Ci P P P O O SJ P Q P O P P Q O l2 O O O O P P O O O P Q P P P 4 4 4 Y rvry o ry P ry P ru P ry Q ry Q rv� Q ry Q n Q N ml ry M N �N i M N n, N N N M N N (y H N M in 6 6 71 " Q Q Q Q Q Q P P Q Q .+ ry n vi n dl ,n ur v. Jr +n ui Ji Jl v, 4n ul ur ,n ur O O O O O P 4 Q Q O Q Q Q Q 4 Q O Q Site Graph 12 SmartCovere SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w1adronex.com Hadronex, Inc. is now doi ThLtmartCiavero SystemsTM Si FR7COVMFR` YS'iMi4 S1 -_-\. TURNING YOUR DATA INTO DECISIONS" 000 SECTION 4: INSTALLATION AND ACTIVATION Installation It is most important to note that the SmartCover installation never requires confined space entry. With this, a typical installation is inexpensive and takes much less than one hour for physically attaching of the SmartCover® system. The antenna is mounted to the top of the cover or lid and the mouthing bracket, housing the PowerPack and E -Box with the DSM connected to the E -Box, to the bottom. The antenna is mounted and secured with a high strength, MIL -Spec grade, two part adhesive and a hole is drilled to feed the antenna wire to the underside where the E -Box control is located. The bracket is mounted to the underside by drilling to two holes into the cover or lid. Two stainless steel screws secure the bracket. The DSM is connected to the E -Box control and it is suspended and aligned to the flow target area i.e., the invert. On -site testing of the communication link is performed to ensure that the unit is operational. • Standard Installation: The SmartCovero system (hardware) is installed in the field at the designated site. • Offsite Installation: The SmartCover® system is installed on the selected cover at an offsite facility and transported to the designated location. This method can minimize onsite time to a few minutes reducing the need for traffic control and disruption. • Typically, the Customer will provide personnel and equipment, as appropriate for traffic control as required by local regulations and safety of field personnel. Activation After the physical installation of the SmartCover® system(s), the following actions are taken to bring full functionality to the SmartCover° system. SCS technicians will assist with all installation activation as part of our standard service protocol. • SmartCover® Activation: CustomerActions • Upon receipt of a Purchase Order, SCS the user will receive a questionnaire to obtain the information necessary to perform the SmartCover® service Set - Up. Proper system operation is dependent upon receipt of required information. • This information is used as part of installation where communication will be tested to verify functionality. • SmartCover® Activation: SCS Actions • At the SCS technical Support offices, the secure Customer Web Site is set up including a private account and database on the SCS secure server. • Web site is configured for the Customer Web Site with SmartCover® system locations and users. • Initial population of the Customer SmartCover ®database. • Registration of the SmartCover® system wireless radios with the network and setting the Customer default system operational parameters. Training Training is provided after completion of the installation process. Once on -site personnel are trained, SCS will be available to provide additional web site training remotely after the SmartCover® system has been installed and operational. 13 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now dono SmartCover° SystemsTM TURNING YOUR DATA wro DECISIoNs ° SECTION 5: ACTIVE SITE MANAGEMENT Active Site Management (ASM) is a compressive support service for the SmartCover® system. It includes software support, satellite connectivity and ongoing technical support with these three elements described below. It is an annual, per site service provided by SCS. ASM includes but is not limited to: • Website hosting- initial set -up and ongoing hosting of all software and customer data. Note that all data is owned by the customer. • Website t Software Upgrades- from time to time SCS provides new features and tools at no charge including such features supporting improved analytical tools, improved graphical tools and new reports. • Website maintenance — maintaining the secure servers on which your web site resides, and providing free upgrades to the web sites as they become available. • Standard Reports - SCS will support Customer in the preparation of these reports for management or regulators Technical Telephone Support - This service is offered by the SCS Technical Services team from 7am to 5 pm Pacific time and with additional support from local representatives. • Management Oversight • SCS Technical Services team monitors the proper operation of all installed systems including battery voltage, the radio signal strength and the communication to /from the systems. • SCS coordinates the appropriate service to repair any components in the field with you or the local dealer • Alarm Processing — maintaining the infrastructure of the alarm contact system. • After Hours Support — on an as- needed basis. Contact SCS for details • Wireless Communications Connectivity — Access to the two -way, wireless satellite network. Product Improvements The SmartCover° is continuously improving, adding new features and functions. SCS often uses customer input to add new features. Product improvements are backwards compatible to existing satellite systems with 0.10" resolution. There is no charge for these improvements as they are part of the annual ASM. SmartTrendTM SmartTrendTM is an all -new addition to SmartCover® that enables notifies and enable users to anticipate events at remote monitoring sites. SmartTrendTm automatically scans each remote site to assess data trends. Should it see an "anomaly ", it provides users an Advisory email message. This important addition to the SmartCover® system means that users now have the most advanced predictive method available identifying future issues such as SSO days or even weeks before they occur. 14 SmartCover° SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 ronex.com Hadronex, Inc. is now doi es a I SmartCover SysteruSTM StMAR CGVMR` TURNING YOUR DATA INTO DECISIONS SECTION 6: ADDITIONAL TERMS & CONDITIONS, LIMITED WARRANTY Mutual Hold Harmless SCS hereby holds Customer harmless from any and all claims that may arise, or damages that may result, to SCS or SCS staff during the performance of this contract. Customer hereby holds harmless SCS, its founders, owners and staff, from any and all claims that may arise, of any kind or from any cause whatsoever, due to or as a result of the installation, operation, or use of the SmartCover® system. Loss of Communications Customer acknowledges that SCS is not responsible for the loss of wireless communication or internet communications or any communications used in the operation of this system. Advisory Only The SmartCover° System is an advisory service only. As such, SCS and its founders, owners, or staff are not responsible for any damage of any kind or from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the installation or operation of the system, including without limitation, equipment failure, or anX consequential damages caused by, or resulting from, the use or installation of the SmartCover system. Limited Warranty The equipment components of the SmartCover® system are warranted free from material defects of material and workmanship for a period of one year from the date of installation. Unless otherwise stated, the SCS warranty herein is a parts -only warranty. Should the Customer discover any condition that might invoke a warranty claim, they are to expeditiously and without delay notify the SCS Technical Services group. Upon notification, SCS will assess and instruct the user on follow -on actions. Should a component fail as a result of a defect in material or workmanship, SCS will replace the component or repair it at the SCS location. For all valid warranty claims, as determined by SCS, reasonable freight charges to and from Customer shall be paid by SCS. In all cases, SCS shall determine the shipping method and /or carrier unless otherwise agreed to in writing by Customer and SCS. Upon approval of a warranty failure by SCS, SCS will either repair or replace the defective component at SCS' sole discretion. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). REPAIR OR REPLACEMENT IN THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY AND SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF SCS WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS. THIS WARRANTY DOES NOT COVER DAMAGE OR REPAIRS OR REPLACEMENTS BY ANY CAUSE BEYOND THE CONTROL OF SCS, INCLUDING ACTS OF NATURE, IMPROPER USE, LACK OF PROPER MAINTENANCE OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS WARRANTY IS THE EXCLUSIVE REMEDY. SCS SHALL NOT BE LIABLE FOR ANY ACTUAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF GOODWILL OR PROFITS AND /OR LOSSES FROM ANY CAUSE WHATSOEVER, EVEN IF SCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 15 SmartCover® SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2 ae�s2s SmartCover© SystemsTM i Ar` T`=V=�R° TURNING YOUR DATA INTO DECISIONS'" In no event shall SCS's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. SECTION 7: Acceptance The undersigned have read and acknowledge their understanding of this offer. Signatures SmartCover® SystemsTM /1 �r Jay Boyd VP, Sales & Marketing Date 1/6/2015 City of Santa Ana Signature Date 16 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 rr w onex.com Hadronex, Inc. is now doix ®l ' martCovero SystemsTM 25G -74 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE; AGREEMENT WITH POWER DMS FOR POLICE DEPARTMENT TRAINING SOFTWARE (STRATEGIC PLAN NO. 1, 5) 'CITY64ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED El As Recommended ❑ As Amended ❑ Ordinance on 1°, Reading ❑ Ordinance on 2nd Reading 771 Implementing Resolution M Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a three -year agreement with Power DMS for the purchase and maintenance of training software for the Police Department for the period of January 19, 2016 through January 18, 2019, in the amount of $53,001, which includes a $5,000 contingency, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The mission of the Santa Ana Police Department's Training Division is to provide high quality and professional training to personnel. The purchase of PowerDMS software provides an all- inclusive solution for the electronic maintenance and administration of policies, certification, and other document -based elements. The software will allow us to maintain employee training records in a central location with added audit and control features. Additionally, it will provide the department the platform to increase efficiencies in the request and approval of training by utilizing built -in workflow solutions. The software will also allow management to disseminate training to employees in both electronic and video form and verify comprehension by online tests and electronic signature, ensuring that employees remain compliant with federal, state and department regulations. Proper training provides law enforcement personnel with the tools necessary to deliver professional police services to the community. The three -year agreement will be for the period of January 19, 2016 through January 18, 2019, in the amount of $53,001 (Exhibit 1). This amount includes $13,006 for the software subscription and $7,800 for training in year one, $13,398 for the software subscription in year two, $13,797 for the software subscription in year three, and a $5,000 contingency for unanticipated and /or necessary improvements, for a total not to exceed amount of $53,001. 25H -1 Agreement with PowerDMS for Training Software February 16, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety; Objective #5 (provide high quality Police and Fire /Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT Funds for this agreement will be budgeted as follows FY 2015 -16 $20,806 Account no. 12814413 62300 2014 BSCC Grant FY 2016 -17 $13,398 Account no. 01114410 62300 PD Training Contract Svcs. FY 2017 -18 $18,797 Account no. 01114410 62300 PD Training Contract Svcs. Total $53,001 Exhibit: 1. Agreement with Power DMS APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez 00412 %> , 01{ J Executive Director Finance and Management Services Agency 25H -2 SOFTWARE AND SUPPORT AGREEMENT THIS SOFTWARE AND SUPPORT AGREEMENT, made and entered into this 19th day of January, 2016 by and between Power DMS (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 providing law enforcement training management software. B. Contractor represents that Contractor is able and willing to provide such services to the City. 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 provide software and support as needed for the Power DMS software as outlined in the attached Exhibit "A." 2. COMPENSATION A. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. Specifically the City will pay: 1. Year 1: $13,006 for the software subscription and $7,800 for training on operation of the software; 2. Year 2: $13,398 for the software subscription; 3. Year 3: $13, 797 for the software subscription; and 4. Contingency: $5,000 for unanticipated expenses at the sole discretion of the City. B. The total sum to be expended under this Agreement shall not exceed $53,001.00 over the tern of this Agreement. This includes a $5,000 contingency for unanticipated expenses as the sole discretion of the City. C. 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. 25H -3 3. TERM This term of this Agreement shall be for a three year (3) year period commencing on January 19, 2016 and terminating on January 19, 2019, unless terminated earlier in accordance with Section 12 of this Agreement. 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. 5. 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. Cyber Liability insurance in the amount of $1,000,000 per occurrence. b. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 1. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. 3. 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. c. 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 25H -4 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. 6. 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 described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any 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. 25H -5 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Contractor. 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 Chief of Police, Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M -97) 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 To Contractor: Power DMS P.O. Box 2468 Orlando, Florida 32802 Fax (407) 264 -6144 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, any communication shall be effective or deemed to have been given three (3) days after it has been 25H -6 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 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 terns 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 terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 11. 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. 12. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice. 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 Police Chief 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. 25H -7 13. 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. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed 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. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Contractor shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City. 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 filly, 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: CITY OF SANTA ANA MARIA HUIZAR Clerk of the Council DAVID CAVAZOS City Manager 25H -8 APPROVED AS TO FORM: SONIA R. CARVALI-IO City Attorney By da.tintl6U A . yyy; 4, U.-� Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOS ROJAS Chief of Police CONTRACTOR POWER DMS 0 25H -9 Tax. ID (Name) EXHIBIT A 25H -10 P(DwerDIVIS . Redefining Document Management Prepared By: Louis Moreto Quote No.: 00030621 Valid Until: 1013012015 Prepared For Billing Information Name Joe Many Name Santa Ana Police Department (CA) Emall jmarly@santa�ana.ory Phone 714245.8003 Phone 951 - 833 -8906 Address 60 Civic Center Plaza lim97 Address 60 Civic Center Plaza _.... Santa Ana, CA. 92702 Santa Ann, CA. 92707 _. _.. Name Price Quantity Price Annual PowerDMS.com hosted subscription fee for up to 25 licenses $19.71 700 $13,797,00 subscription year three; invoiced for start of year three of subscription Annual PowerDMS.com hosted subscription fee for up to 25 licenses $19.14 700 $13,398.00 subscription year two. Invoiced for start of year two of subscription Annual PowerDMS.comhosted subscription fee. $18.58 700 $13 006.00 Invoiced upon execution of contract along with Servicespaclrage: First year casts $20806 Subscriptions Subtotal USD $40,201.00 Additional Subscription Information: Subscription Start Date - Subscription period shall start upon execution of the quote sheet by the subscriber. Subscription Billing Frequency - Subscription fees shall be invoiced annually with the first invoice being issuable upon acceptance of the Order Form by PowerDMS. All subscription fees are expected to be paid in advance of the subscription period specified in the invoice. Name Price Quantity Price Premium Services Package $7,800.00 1 $7,800.00 Premium Service Package discounted 40% from 13000 for multi -year purchase Services Subtotal USD $7,800.00 Additional Services Information: Services fees shall be invoiced and payable in full upon acceptance of the Order Form by PowerDMS. Order Form Total $48,001.00 Payment Terms All invoices issued hereunder are due upon the invoice due date. Unpaid invoices are subject to a late payment charge of 1,5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all reasonable expenses and fees of collection. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated. All payment obligations are non - cancellable, and all fees paid are non - refundable. Terms & Conditions Subscription Acceptance: The signature of the undersigned below as the authorized representative of Licensee shall constitute Licensee's binding acceptance of a subscription for the productslservices offered by PowerDMS to Licensee as set forth in the above order form and subject at all times to the terms, conditions and provision of PowerDMS's' Software as a Service Agreement ( "SaaS ") set forth at PowerDMS website http://wiww.powerdms.com /service- agreament.aspx which terms, conditions and provisions are incorporated herein by reference, to which Licensee hereby agrees to be bound, and which shall govern the rights and liabilities of the parties hereto. The Effective Date (as defined in the online terms and conditions of this Software as a Service Agreement) shall be the date set forth below. Authorized Signature: Date: Print Name: Pawrrn iM's www.powa. dms.vom 25H -11 ' of Pow war IAS Redefining Document Management Product Descri i Prepared By: Louis Merete Quote No.: 00030621 Valid Until: '1013072015 Name Description Annual PowerDMS.com hosted subscription Annual PowarDMS.com hosted subscription fee for up to 25 licenses fee for up to 25 licenses Annual PowerDMS.com hosted subscription Annual PowerDMS.com hosted subscription fee for up to 25 licenses • fee for up to 25 licenses Annual PowerDMS,com hosted subscription Annual PowerDMS.com hosted subscription fee fee. Name Description Premium Services Package 400 documents loaded; Up to 24 hours of remote training; Two days of onsite training (16 hours); Project management assistance; Access to our self -paced learning portal, live training webinars, training tutorials, and quicksheets. Po anrD blo m mw uow.; rGm saorr. 25H -12 ?�rl CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: AGREEMENT AMENDMENT WITH SIEMENS, INC. FOR VIDEO SECURITY SYSTEM ENHANCEMENTS {STRATEGIC PLAN NOS. 1, 1J} CITY MANA R RECOMMENCED ACTION CLERK OF COUNCIL USE ONLY: 10.2-JiT0714F ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the amendment to the agreement with Siemens, Inc., to add additional cameras and amend the base cost and contingency amounts without changing the total agreement amount to for the City's Video Security System Enhancements in the Historic Downtown District and Santa Ana Police Detention Facility, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION Since 2008, the Police Department has been enhancing the safety and security of employees, residents, and visitors for Federal, State, Local, and private entities within the City by continually increasing a video security presence. On December 1, 2015, the City Council approved an agreement with Siemens, Inc. for video security system enhancements of the Historic Downtown District and Santa Ana Police Detention Center for a total amount of $1,515,243, including a 10% contingency. This amendment will utilize $91,869 from the 10% contingency fund to: 1) Add four additional cameras at the Detention Facility to the Scope of Services Agreement. 2) Add the conversion of City Hall cameras to the Scope of Services Agreement. 3) Amend the Scope of Services Agreement to include a compensation provision for Prevailing Wages. The four additional cameras are needed to address security gaps that were not identified until after the original scope of work for the Santa Ana Police Detention Facility camera system was submitted and approved. The addition of four loading dock cameras will give Police Department and Detention Facility staff the capability to monitor all activity within the loading dock area, which will enhance the safety and security for both facilities. The loading dock is a critical entry point for police officers and correctional officers escorting arrestees into the Detention Facility. It is also the primary entry point for deliveries of food, cleaning supplies, and other consumables from various outside vendors, as well as a secondary entry point to the Police Department's Evidence Section. The cost for the four additional cameras will add $15,041 to the base contract amount. 251 -1 Siemens, Inc. Agreement Amendment for Video Security System Enhancement February 16, 2016 Page 2 In an effort to enhance the safety of City Hall employees and visitors, the Facilities Manager has requested their internal camera system be converted to operate within the Santa Ana Police Departments city -wide network. The City desires to accomplish this by changing their existing video management software to the Milestone Video Management System, which is currently used or shared by multiple City departments. This conversion effort will allow for all City Hall camera feeds to be shared with and viewed by the Police Department for investigative and pro- active purposes. The conversion will also be a step towards establishing a completely standardized city -wide video security system involving public, private, and governmental partners. The conversion of the City Hall system will add $10,828 to the base contract amount. The third amendment to the agreement was determined after finding that the original agreement should have included a provision that Siemens pay "Prevailing Wages" per California Labor Code (CLC). CLC Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( "Prevailing Wage Laws ") require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. The inclusion of prevailing wages within this agreement will increase the base contract amount by an additional $66,000. The new costs associated with these amendments total $91,869 and will be deducted from the original 10% contingency amount of $137,750. The total not to exceed cost will remain the same, $1,515,243, with a remaining $45,881 in contingency funds available for unanticipated and /or other necessary costs. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #1 (Modernize the Community Policing philosophy to improve customer service, crime prevention and traffic / pedestrian / bicycle safety), Strategy J (Partner with downtown business and merchant associations to enhance security measures and provide a safe environment). FISCAL IMPACT The total agreement amount of $1,515,243 will remain the same. The prevailing wage amendment for $66,000 and the Detention Facility improvements for $15,041 will be charged to the FY 2015 -2016 Criminal Activities Fund — DOJ Contract Services account (02614450 62300). Funds for the City Hall conversion are available in the FY 2015 -2016 Building Maintenance Contract Services account (no. 07310100 66200) in the amount of $10,828. 251 -2 Siemens, Inc. Agreement Amendment for Video Security System Enhancement February 16, 2016 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: '�- Z'Nms IL4 A ) �° Francisco Gutierrez,) oxO U zno Executive Director Finance & Mgmt. Services Agency Exhibit: 1. Siemens Agreement Amendment 251 -3 251 -4 THIS FIRST AMENDMENT to the Santa Ana Video Security Enhancement Program Agreement is made and entered into on February 16, 2016, by and between SIEMENS INDUSTRY, INC., a Delaware corporation, ( "Siemens "), and the City of Santa Ana, a charter city and municipal corporation, ( "City "). RECITALS A. The parties entered into Agreement #A- 2015 -277, dated December 1, 2015, (hereinafter "said Agreement') by which Siemens has provided video security system design, enhancement, and installation, and maintenance of the downtown security system and the detention security system. B. Thereafter, it was realized that the Agreement was subject to payment of prevailing wages which was not accounted for in the original Agreement. Accordingly, the parties mutually agree to add a section to the Agreement specifying that the Agreement requires prevailing wage and revising the compensation language of the Agreement to account for an additional $66,000 in the base contract amount. C. The parties further mutually agree to amend the scope of services to add four additional cameras in the loading dock area of the Santa Ana Police Department Detention Center at an increase cost of $15,041 and a project to covert the security cameras at City Hall to work on the same system as the Detention Center at a cost of $10,828. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of the Agreement as hereby amended, the Parties hereby agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to include the addition of four cameras in the loading dock of the Santa Ana Police Department as outlined in Exhibit "C" and the conversion of the current City I -Iall camera system to the same system as the Detention Center so that the systems are integrated as outlined in Exhibit "D." 2. Section 2a, COMP.ENSATION, shall be amended to change the base cost of the Agreement from $1,377,493.00 to $1,469,362.00 and amending the contingency from a straight 10% to a dollar amount of $45,881. The total agreement amount shall remain the same ($1,515,243.00). 3. Section 2c, COMPENSATION, shall be added and state as follows: Siemens is aware of the requirements of California Labor Code Section 1720, et seq, and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Siemens agrees to fully comply with such Prevailing Wage Laws. Siemens shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 251 -5 4. Except as modified by this First Amendment, the terms and conditions of this Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Santa Ana Video Security Enhancement Program 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: =— iC irv� t s t Laura Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOS ROJAS Chief of Police 251 -6 CITY OF SANTA ANA DAVID CAVAZOS City Manager SIEMENS INDUSTRY, INC. ERIC ACKERMAN Area Fire Safety & Security Manager EXHIBIT C Loading Dock Project 251 -7 SIEMENS January 29, 2016 City of Santa Ana Santa Ana, California 92701 Project Name: SAPD Loading Dock Camera Additions Michael Dietsch Enterprise Account Executive Southern California Objectives: • Provide additional video coverage to loading dock area at Santa Ana Police Department 1. Siemens to furnish and install a new Axis Q3505 outdoor HD cameras for installation at the loading dock. 2. Siemens to provide and install CAT6 cabling and include in expanded video security systems. 3. Siemens to provide any necessary conduits for the additional camera locations. 4. Siemens to provide design drawings for approval prior to installation. Detailed Bill of aterlals• Pour (4) Axis Q3505 Pour (4) Milestone Licenses Lot Cable, Connectors, Misc. Materials Lot Conduit (NTE 200 Ift) Clarifications and Exclusions: • Siemens include Prevailing Wage rates. • Siemens requires signed agreement or acceptable client Purchase Order, prior to all work commencement, including parts acquisition or project mobilization. • All equipment not itemized on detailed bill of materials will be at additional cost. Siemens has provided equipment based on submittals and drawings. Locations or devices not indicated on drawings will be at additional cost. SAPD Loading Dock Camera Additions .............. ............................... .....................$15,041.00 Respectfully: AWWI (%W64,, Zaaua- g 29, 2016 Michael Dietsch SIEMENS Industry, Inc. 251 -8 SOW Page I 1 EXHIBIT D City Hall Camera Conversion Project 251 -9 SIEMENS January 25, 2016 City of Santa Ana 20 Civic Plaza Santa Ana, California 92701 Project Name: City Hall DVR Replacement (Milestone Integration) Michael Dietsch Enterprise Account Executive Southern California Objectives: • Replace existing DVR with new Milestone compatible recording appliance • Provide expansion capability, including IP and HD integration • 30 days video storage 1. Siemens to furnish and install a new Milestone Husky digital video recording appliance. 2. Siemens to program Husky for inclusion of 11 existing analog cameras, but allow for expansion and /or replacement with HD cameras, in the future. 3. Husky shall provide a minimum of 30 days storage for 11 analog cameras and up to 10 HD cameras (future cameras). 4. Husky shall be integrated with SAPD Milestone system for remote viewing of cameras in PD system, but autonomous recording and control by City Hall facility staff. a. Siemens to provide and install Interconnect licenses S. Siemens to provide training for up to three City Hall personnel at the time of installation. Detailed Bill of Material One (1) Milestone Husky M30 8TB Eleven (11) Interconnect Licenses Lot Connectors, Misc. Materials • Engineering Drawings are excluded. Engineered drawings with camera locations may be provided for an additional $ 2,300.00. • Siemens excludes Monitor, mouse and keyboards. Siemens assumes City IT to provide suitable network connection and configuration details (IP address). • Expansion camera licenses shall be quoted separately, upon request. Existing Husky provides up to 16 analog connections and 4 IP connections. • Siemens assumes all cameras are in good working order and terminate at the existing DVR. Siemens has not included any camera replacement or repair to existing system components. SOW Page 11 251 -10 SIEMENS Michael Dietsch Enterprise Account Executive Southern California • Siemens excludes UPS from this proposal. • Siemens excludes Prevailing Wage rates. • Siemens requires signed agreement or acceptable client Purchase Order, prior to all work commencement, including parts acquisition or project mobilization. • All equipment not itemized on detailed bill of materials will be at additional cost. Siemens has provided equipment based on submittals and drawings. Locations or devices not indicated on drawings will be at additional cost. City Hall DVR Replacement (Milestone Integration)..,,.,,,....,, . ... ... . .............. . .... $10,828.00 Respectfully: a Eae� jJietmc% Jnuar 2r 5 ?016 Michael Dietsch SIEMENS Industry, Inc, 251 -11 SOW Page 12 251 -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: CONDITIONAL USE PERMIT NO. 2015 -19 TO ALLOW A TYPE 41 ALCOHOL BEVERAGE CONTROL LICENSE AT KNIFE & GLASS LOCATED AT 601 EAST SANTA ANA BOULEVARD, UNIT A - MICHAEL CHO, APPLICANT (STRATEGIC PLAN NOS. 3, 2, 4) I TY MANATY MANA . RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1t Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2015 -19. PLANNING COMMISSION ACTION At its regular meeting on January 25, 2016 by a vote of 6:0 (Alderete absent), the Planning Commission adopted a resolution approving Conditional Use Permit (CUP) No. 2015 -19 which approved a Type 41 Alcoholic Beverage Control license in order to sell beer and wine for on- premise consumption at Knife & Glass restaurant located at 601 East Santa Ana Boulevard, Unit A in the Specific Development No. 84 (SD -84) zoning district. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION Knife & Glass is requesting approval of a CUP to allow a Type 41 Alcoholic Beverage Control (ABC) license for the on- premise consumption of beer and wine to patrons at the restaurant. Pursuant to Section 41 -2007 of the SAMC, eating establishments wishing to sell alcohol to diners require approval of a CUP; however, the use of the property as an eating establishment is permitted by right. The tenant is currently undergoing tenant improvements to establish a new restaurant at the subject property. The restaurant will occupy several recycled shipping container structures containing cooking facilities, restrooms, and alcohol service areas. An outdoor area for patrons will contain 42 seats, with another seven located at the food and alcohol countertop. The site complies with the State Department of Alcoholic Beverage Control standards for separating alcohol service areas from other portions of the property and public. Full -sized site plans are available for public viewing in the Clerk of the Council Office. 31A-1 February 16, 2018 Page TIG'1a IC Approval of this item supports the City's efforts to meet goal #3 - Economic Development, Objectives #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) and Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination). FISCAL IMPACT Thera is no fiscal impact associated with this action. AP; rb apltapogWBtart RopoRa for 0MOURIB -12 KnIfo and Mom Typo 41 A80,012614.oc Exhibit: A. Planning Commission Staff Report 31A-2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE; JANUARY 25, 2016 TITLE: PUBLIC HEARING — FILED BY MICHAEL CHO FOR CONDITIONAL USE PERMIT NO, 2015 -19 TO ALLOW A TYPE 41 ALCOHOL BEVERAGE CONTROL LICENSE AT KNIFE & GLASS LOCATED AT 601 EAST SANTA ANA BOULEVARD, UNIT A (STRATEGIC PLAN NOS. 3, 2; 3, 4) Prepared by _Ali Pezeshkpour -- Exe . e Director ■UR_11I ,1][111M+?a7ir1L4T61-I i7 X 73 1 �a APPROVED D As Recommended D As Amender! D Set Public Hearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO i' Planning Mane RECOMMENDED ACTIONS Adopt a resolution approving Conditional Use Permit No. 2015 -19. Request of Applicant Michael Cho, representing Davin Gumm of Core Holdings, LLC, is requesting approval of a conditional use permit (CUP) for a Type 41 Alcoholic Beverage Control (ABC) license to allow the on- premise sale and consumption of beer and wine at Knife & Glass restaurant, located at 601 East Santa Ana Boulevard, Unit A. Establishments in the transit zoning code that sell alcoholic beverages require approval of a CUP pursuant to Section 41 -2007 of the Santa Ana Municipal Code (SAMC). Proiect Location and Site Description Knife & Glass is currently in the process of pursuing tenant improvements to occupy a restaurant space constructed between 2014 and 2015 at the northeast corner of Minter Street and Santa Ana Boulevard. The restaurant space contains approximately 500 square feet of interior kitchen and service area and an outdoor dining area for customers consisting of 1,350 square feet. The entire property contains approximately 16,000 square feet and is also developed with separate commercial and residential structures. 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 parcel is located within the Transit Zoning Code (SD -84) zoning district in the Urban Neighborhood 2 (UN- 2) sub -zone. The SD -84 zoning district allows eating establishments by right, making the Knife & Glass restaurant use consistent with the zoning designation. Surrounding land uses include residential uses to the north, east, and south across Santa Ana Boulevard, and a religious facility to the west across Minter Street (Exhibits 1, 2 and 3). EXHIBIT A 31A-3 CUP No. 2015 -19 January 25, 2016 Page 2 Project Descrintion Knife& Glass is requesting approval of a CUP to allow a Type 41 Alcoholic Beverage Control (ABC) license for the on- premise consumption of beer and wine to patrons at the restaurant. Pursuant to Section 41 -2007 of the SAMC, eating establishments wishing to sell alcohol to diners require approval of a CUP; however, the use of the property as an eating establishment is permitted by right. The tenant is currently undergoing tenant improvements to establish a new restaurant at the subject property. The restaurant will occupy several shipping container structures containing cooking facilities, restrooms, and alcohol service areas. An outdoor area for patrons will contain 42 seats, with another seven located at the food and alcohol countertop. The site complies with the State Department of Alcoholic Beverage Control standards for separating alcohol service areas from other portions of the property and public. Overall alcohol storage and display areas will consist of less than five percent of the floor area, which is consistent with the standards contained in the SAMC (Exhibits 4 and 5). The proposed hours of operation for the restaurant are from 8:00 a.m. to 11:00 p.m. Sunday to Thursday and 8:00 a.m. to 12:00 a.m. /midnight on Friday and Saturday. Project Background Knife & Glass restaurant will occupy the outdoor dining area and shipping container portion of a recently completed mixed -use infill development known as The Roost, which was completed in 2014. The development also contains two commercial tenants, a duplex, and a residential unit in the rear. The first of its kind in Orange County, the restaurant will operate from three recycled shipping containers with the intent of establishing a neighborhood -scale cafe with a rotating menu. To minimize any impacts to the residential uses abutting the property, the seating areas will be oriented toward Santa Ana Boulevard. Project Analysis Conditional use permit requests are governed by Section 41 -638 of the SAMC; Section 41 -2007 requires a CUP for establishments in the Transit Zoning Code (SD -84) selling alcohol for on -site or off -site consumption. Staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report. In analyzing these conditional use permit requests, staff believes that the following findings of fact warrant approval of the CUP. The on- premise sale of alcoholic beverages to customers is intended to provide a service ancillary to the primary restaurant use. This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity, The granting of the CUP will allow the restaurant to compete with other restaurants that also offer a selection of alcoholic 31A-4 CUP No. 2015 -19 January 25, 2016 Page 3 beverages, allowing Knife & Glass, a local small business, to remain economically viable and contribute to the overall success of the mixed -use neighborhood in which it is located and the emerging nearby Transit Village commercial districts. The proposed license will contribute to the evolving mixed -use neighborhood, which has welcomed new commercial tenants in recent months. Moreover, food and alcohol service will occur at the periphery of the premises near Santa Ana Boulevard, helping to reduce potential impacts to the surrounding neighborhood. Finally, the proposed license will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. These include policies supporting: the provision of a diverse range of goods and services, creating a safe and attractive business environment, and encouraging development that is compatible with nearby land uses. Operational standards for ABC licenses in the SAMC will mitigate potential impacts from the Type 41 ABC license (Exhibit 6). Police Department Analysis The Police Department reviews conditional use permit applications for the sale and service of alcoholic beverages and after -hours operation in order to ensure that the potential crime and nuisance behaviors associated with alcohol consumption are mitigated to the greatest extent possible. For on -sale licenses, the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c)(2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines `reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. The project at 601 East Santa Ana Boulevard is located in Reporting District No. 185. This reporting district is 20 percent higher than the average number of reported crimes in all reporting districts. Although the crime rate is 20 percent higher, the Police Department contends that the operational standards will mitigate any potential negative impacts to the surrounding community. 31A-5 CUP No. 2015 -19 January 25, 2016 Page 4 ,i TWIM111frorim, On December 14, 2015, the Planning Commission continued the applicant's request for 30 days to allow sufficient time to hold a community meeting to provide the surrounding community additional opportunities to learn more about the proposed application. On January 11, 2016, the applicant attended a community meeting hosted by the French Park Plaza Homeowner's Association where he presented additional information about the project. In addition, staff from the Planning and Neighborhood Initiatives divisions attended and answered questions related to planning processes, development, and other concerns by the attendees about parking, traffic, and pedestrian safety. The meeting was followed by an on -site tour hosted by the applicant, during which attendees inquired about the layout, kitchen facilities, and seating capacity. The project is located within the boundaries of the Lacy Neighborhood Association. Staff contacted the president of the Lacy Neighborhood Associations to ensure that they were notified of this project and to identify any areas of concern. The project site was also posted with a notice advertising this public hearing, 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. CEQA Compliance In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on- premise sale of beer and wine at a full- service restaurant within an existing structure. No expansion of square footage or interior reconfigurations of square footages are proposed as part of the project. Categorical Exemption Environmental Review No. 2015 -109 will be filed for this project. 5trats2ic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objectives No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) and No. 4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination). 31A-6 CUP No. 2015 -19 January 25, 2016 Page 5 Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2015 -19. _. Ali Pezeshkpour, AICP Associate Planner AP:jm ap\raportsMiff Reports for PC\CUP15 -19 Knife and Glass Type 41 ABC.012516.pc Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — location Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plan Exhibit 6 — Operational Standards for On -Sale Establishments 31A-7 SEVENTEENTH ST I T E Lm E EO Hi a-i Cl ui v, 1 o si RI Pr Mi SA I M2 CI 112 N"'lk SM 0 URI P TV al SP-3 TV TV S TV 4 uc vc Uc LUC UK LIP Df O1' OT UNI ONE U z EEJEA UN2 4TH UN,, I DT N' CUP Ni NI I- 1+�4NI 2�9-i --, INI IUNI DT UNI UN, UN2 LINE 901E coilU-1 ...... FIRST ST. Al CENiEPALAM0JLJJRAL[ CR COMME3]ALPs3ownAl, RI 914CLEFAMILYRIESDENMAL D FARKNOM00IRWON x WU9'vVMIMCMNMR m TM HAMILYSMOM7 ON (LC)MME IALS)U111MAIN ml UGFMNDUSIRAL m MIJOIREDaSTYMULTIPI.F. (D 00MMUNRYWAMEMA- M2 HPAWIMUERFIAL FAMILYFEMCOCE 01 ME) WW(MMMfMIAUMUI0L)MDIMRM mo MILJTA OPERATCNS m SMIMAPARTMENTS C2 08441ALMMMERCIAL 0 OPENSFACF RE! FOOPITIALINWP rl CBTIFALMNESS P PROP3,130NAL 0 ETIM11COReOWENT M A aNTRALIELISNMANTIS-MLLAGE ESP IMFIrPLAN G PLANNED SAOWNGCENffR RD PLANNED RSDRATIALDEVELOWWT C5 ARTERALOOMMEMAL I KNIFE CUP 2015-19 & GLASS TYPE 47 ABC 601 EAST SANTA ANA BOULEVARD, UNIT A —600FEET V=1000FEET P L A N N I N G A N D 8 U I L D I N 0 A G E N C Y EXHIBIT 1 VICINITY MAP 31A-8 co �Cl���ER� SFP. Lu 0 n F o �� G PNP MUL - AMILY COMM. RE51 CE ��OMM, 6TH STREET w 5TH 1 STREET 4 a O CUP 2015 -19 KNIFE & GLASS TYPE 47 ABC 601 EAST SANTA ANA BOULEVARD, UNIT A sly P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-9 ` } } S q jc„y �iq 5 Y f 4 frk �sf !n`il {�� H - h., � °rte •�` q x' n x4-3 G v T u.I. Ur 1. u •p uo4➢oxAU V "C _ 1 1 e LL' . . I. {--i P H I .2 N 19nnwr ui � I888 BB9 BVBN '(al 994ie ea 'an Pum via woo-ND1SHam1,1z1- VwNOaV 'V- 'WmM Gj aa� V "C _ 1 1 e LL' . . I. {--i P H I .2 ' 1 1 1 1 1 I �vu ®..w...vmn..a.. z � i h N MINTER STREET tIAH(Eft a- .a -.ii L! { 1 1 - r i-N r Z f , 1 � lI N 1 e � h 0 SOS S K - -mn '� 4 Carta �m> o C E rx F � z� a o� a s UU K W 10 z_ w} N 19nnwr ui E 1 Gj IndOY —I � i v � 1� ' 1 1 1 1 1 I �vu ®..w...vmn..a.. z � i h N MINTER STREET tIAH(Eft a- .a -.ii L! { 1 1 - r i-N r Z f , 1 � lI N 1 e � h 0 SOS S K - -mn '� 4 Carta �m> o C E rx F � z� a o� a s UU K W 10 z_ w} a i 9. Mr7 1! I i m S a r 2 za w z' ar �a a- 0 0 a d T998 899 9Y9# '101 994TO 90 '�G Puomefp f woo* NDISH(INIZ2IT NNOUTMMM y a i 9. Mr7 1! I i m S a r 2 za w z' ar �a a- 0 0 a Sec. 41 -196. Establishments selling alcoholic beverages. Operational standards for on -sale establishments, The following operational standards shall be included as informational conditions in the conditions of approval for the conditional use permit required pursuant to Section 41 -196 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. Full and complete meals must be served whenever the privileges of the on -sale license are being exercised. 2. There shall be no fixed bar or lounge area upon the premises maintained for the sole purpose of sales, service or consumption of alcoholic beverages directly to patrons. A fixed bar or lounge may be permitted if patrons may order food being offered to the general patrons of the eating establishment. 3. The sales, service, and consumption of alcoholic beverages shall be permitted only between the hours of 8:00 a.m. and 12:00 a.m. unless otherwise amended by the granting of a conditional use permit for after -hours operations pursuant to Santa Ana Municipal Code Chapter 41. 4. it shall be the applicant's responsibility to ensure that no alcoholic beverages are consumed on any property adjacent to the licensed premises under the control of the applicant, with the exception of any enclosed patio areas. 6. The applicant or an employee of the licensee must be present to monitor all areas of the establishment, including outdoor patios, during all times that alcoholic beverages are being served or consumed, 6. All employees serving alcoholic beverages must complete Responsible Beverage Service Training, or an equivalent approved by the State Department of Alcoholic Beverage Control, prior to being able to serve alcoholic beverages to patrons. Evidence of the completion of such training must be maintained on the premises and available for inspection upon request by the City, 7, During those times when patrons are restricted to 21 years of age or older, the applicant shall at all times utilize an age verification means or device for all purchases of alcoholic beverages. Such verification of age is not intended to discriminate against patrons based on race, ethnicity or legal status, but only to comply with state law restricting the sale of alcohol to those 21 and older. 8. Queuing lines shall be managed in an orderly manner and all disruptive and /or intoxicated patrons shall be denied entry. The business owner, or his designee, shall be responsible for monitoring the queuing lines at all times. EXHIBIT 8 1 of 4 31A -13 9. The outdoor queuing line shall not block public walkways or obstruct the entry or exit doors of adjacent businesses. Stanchions or barriers must be used to maintain order at all times the queue exceeds 25 patrons. All stanchions or barriers located on public property must be approved by the Public Works Agency. % Employees and contract security personnel shall not consume any alcoholic beverages during their work shift, except for product sampling for purposes of employee education about new products. Under no circumstances may contract security personnel consume alcoholic beverages during their work shift. 11. There shall be no exterior advertising of any kind or type, including window signs or other signs visible from outside, that promote or indicate the availability of alcoholic beverages on the premises. Interior displays of alcoholic beverages or signs, which are clearly visible to the exterior, shall constitute a violation of this condition. Permissible window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent of window coverage. Floor displays shall not exceed three feet in height. 12. There shall be no promotions encouraging intoxication or drinking contests or advertisements indicating "buy one drink, get one free ", "two for the price of one ", or "all you can drink for..." or similar language. 13. Any pool tables, amusement machines or video games maintained on the premises at any time must be reviewed and approved in a security plan submitted to the Chief of Police. 14, Live Entertainment, including but not limited to, amplified music, karaoke, performers and dancing, shall be subject to the issuance of an entertainment permit pursuant to Santa Ana Municipal Code ("SAMC") Chapter 11 — Entertainment, 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. 15. Neither the applicant, nor any person or entity operating the premises with the permission of the applicant, shall violate the City's adult entertainment ordinance contained in SAMC Section 12 -1 and 12 -2. 16. The premises shall not be operated as an adult entertainment business as such term is defined in SAMC Section 41- 1701.6. 17. The applicant(s) shall be responsible for maintaining free of litter the area adjacent to the premises under the control of the licensee. 18, There shall be no public, telephones located on the exterior of the premises. All interior pay phones must be designed to allow outgoing calls only. 2of4 31A -14 19. Any graffiti painted or marked upon the premises or on any adjacent area under the control of the licensee(s) shall be removed or painted within 24 hours of being applied. 20. Existing bona fide eating establishment and required parking must conform to the provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project lighting, door /window locking devices and addressing be upgraded to current code standards. Lighting standards cannot be located in required landscape planters. Prior to issuance of Letter of Approval to the Alcohol Beverage Control Board, this condition must be complied with. 21. A timed - access cash controller or drop safe must be installed. 22. Install a silent armed robbery alarm. 23. The owner or manager of the licensed premises shall maintain on the premises a written security policy and procedures manual that has been approved by the Police Department, addressing at a minimum the following items: a. Procedures for handling obviously intoxicated persons. b. The method for establishing a reasonable ratio of employees to patrons, based upon activity level, in order to ensure adequate staffing levels to monitor beverage sales and patron behavior. C. Procedures for handling patrons involved in fighting, arguing or loitering about the building, and /or in the immediate adjacent area that is owned, leased, rented or used under agreement by the Licensee(s). d. Procedures for verifying the age of patrons for purposes of alcohol sales. e. Procedures for ensuring that servers monitor patrons to ensure that their drinking limit/potential intoxication is not exceeded. This procedure should include a description of the procedure the server would use to warn, or refuse to serve, the patron, f. Procedures for calling the police regarding observed or reported criminal activity. Procedures for management of queuing lines. The location and description of any video games proposed to be on the premises. 3of4 31A-15 24. The operator shall be responsible for submitting a detailed outdoor fencing and dining plan where outdoor dining is proposed as part of the business operation. If the proposed dining area or fencing is in the public right of way, the applicant must obtain all required permits and approvals from the Public Works Agency. 25. Combined alcohol storage and display areas shall not exceed five percent (5 %) of the gross floor area of the licensed establishment. 4of4 31A -16 LS 1. 19,16 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2015 -19 TO ALLOW A TYPE 41 ALCOHOL BEVERAGE CONTROL LICENSE FOR THE PROPERTY LOCATED AT 601 EAST SANTA ANA BOULEVARD, UNIT A 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. 2015 -19 to allow a Type 41 Alcoholic Beverage Control (ABC) license at the property located at 601 East Santa Ana Boulevard, Unit A. B. Santa Ana Municipal Code Section 41 -196 requires approval of a conditional use permit for establishments wishing to sell alcohol for on- or off - premise consumption. C. On December 14, 2015, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2015 -19, during which the application was continued for 30 days to allow the applicant ample time to hold a community meeting to share additional information about the proposed application with the community. D. On January 25, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2015 -19. E. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41 -638, have been established for Conditional Use Permit No. 2015 -19 to allow a Type 41 ABC license: That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. The proposed Type 41 ABC license will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase beer and wine with their food. This will thereby benefit the community by providing a restaurant with Resolution No. 2016 -xx Page 1 of 5 31A -17 an additional and complementary food - related amenity. Standards are applicable to the alcoholic beverage control license which will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. 2. That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The proposed Type 41 ABC license will not be detrimental to persons residing or working in the vicinity because operational standards to the alcoholic beverage control license will mitigate any potential negative or adverse impacts created by the use. This is primarily a restaurant use and the addition of alcohol will be ancillary to the main use. In addition, the use will occur within the periphery of the premises, mitigating any potential impacts to the surrounding neighborhood. Finally, the sale of alcohol in the restaurant is intended to be incidental to the primary use as an eating establishment. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed use will not adversely affect the economic proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants in Downtown and citywide that also offer beer and wine for sale to their guests and other visitors. Moreover, the offering of alcoholic beverages will allow Knife & Glass, a small business, to remain economically viable and contributes to the overall success of the Transit Zoning Code area, helping to decrease the number of vacant spaces that may affect the economic viability of the area. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. The proposed project will be in compliance with all applicable regulations and conditions imposed on a restaurant selling alcohol pursuant to Chapter 41 of the Santa Ana Municipal Code. The facility will be maintained as a full- service, bona - fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods commonly ordered at various hours of the day. Additionally, the restaurant will Resolution No. 2010 -xx Page 2 of 5 31A -18 utilize less than five percent of the gross floor area for the display and storage of alcoholic beverages, which is consistent with the maximum threshold established by the Santa Ana Municipal Code. 5. That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. The proposed 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 that feature beer and wine on their menus offers additional dining options for Santa Ana residents and visitors. Furthermore, Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties, and encourages increased levels of capital investment. Knife & Glass's tenancy contributes to the maintenance and viability of the repurposed, mixed -use commercial building in which it is located. Further, Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Operational standards for the proposed Type 41 ABC license will maintain a safe and attractive environment in the neighborhood, Finally, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The restaurant will be located in a commercial area and its operations will be 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 15301. The Section 15301 (Class 1) exemption applies to the operation of existing facilities. The proposed application is to approve a conditional use permit to allow a Type 41 ABC license at a site that is already served by municipal services, such as roadways, utilities, and parking. This project involves negligible or no expansion of an existing use. Categorical Exemption Environmental Review No. 2015 -109 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this Resolution No. 2016 -xx Page 3 of 5 31A -19 project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Section 3, The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2015 -19 for the project located at 601 East Santa Ana Boulevard, Unit A. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 14, 2015, and exhibits attached thereto; the Request for Planning Commission Action dated January 25, 2016, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 25th day of January, 2016. AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney James Gartner Chairperson 31A-20 Resolution No. 2016 -xx Page 4 of 5 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, KAREN GERARDO, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on January 25, 2016. Date: Planning Commission Secretary City of Santa Ana 31A-21 Resolution No. 2016 -xx Page 5 of 5 31A-22 • CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: CONDITIONAL USE PERMIT NO. 2015 -22 TO ALLOW A TRADE SCHOOL AT 920 NORTH POINSETTIA STREET - AGC VOCATIONAL SCHOOL, APPLICANT (STRATEGIC PLAN NO. 3,2) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: =•-:• ti ❑ As Recommended ❑ As Amended ❑ Ordinance on 1e' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO yl���l�h�il =l�i1 Receive and file the staff report approving Conditional Use Permit No. 2015 -22 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on January 25, 2016 by a vote of 6:0 (Alderete absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2015 -22 as conditioned to allow a trade school at 920 North Poinsettia Street in the Specific Development No. 84 (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 Sergio Ortega, owner of AGC Vocational School, is requesting approval of a conditional use permit to allow a trade school in the Specific Development No. 84 (SD -84) zoning district. The project site is .65 acres in size and is located on the west side of Poinsettia Avenue between Washington Avenue and Civic Center Drive. The parcel contains an 11,500 square -foot, single -story industrial building that was constructed in 2002. AGC Vocational School is a trade school that provides vocational training throughout the United States. AGC vocational school is proposing to occupy the existing vacant building and provide adult vocational education for the construction workforce through standardized education and craft training programs. Full -size plans are available for review at the Clerk of the Council's Office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). 31 B -1 CUP No, 2015-22 — AGC Vocational School at 920 North Poinsettia Street February 16, 2016 Page 2 PISC L IMPACT There Is no fiscal Impact associated with this action. AN:rb AnIWVp2ii woommmPi ®•22.AGOVOGAtlonaltah®®I,00 Exhibit: A. Planning Commission Staff Report 31 B -2 REQUESTFOR • • a • PLANNING COMMISSION MEETING DATE: JANUARY 25, 20'16 TITLE: PUBLIC HEARING – FILED BY AGC VOCATIONAL SCHOOL FOR CONDITIONAL USE PERMIT NO. 2015- 22 TO ALLOW A TRADE 'SCHOOL AT 920 NORTH POINSETTIA STREET (STRATEGIC PLAN NO. 3,2) Prepared by Ann Hsin -An Ni r xecu Director .. —_ RECOMMENDED ACTION APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Planning Manager Adopt a resolution approving Conditional Use Permit No. 2015 -22 as conditioned. Request of Applicant Sergio Ortega, owner of AGC Vocational School, is requesting approval of a conditional use permit to allow a trade school in the Specific Development No. 84 (SD84) zoning district. Pursuant to Section 41- 472.5(d) of the Santa Ana Municipal Code (SAMC), trade schools which provide instruction that requires the operation of heavy equipment or machinery normally associated with manufacturing operations require the approval of a conditional use permit in the SD84 zoning district. Project Location and Site Description The subject property is located within the Burke Industrial development, a 12- parcel, 11.77 -acre industrial project that is located north of Sixth Street, south of Washington Avenue, east of Garfield Street and West of Santiago Avenue. The project site is .65 acres in size and is located on the west side of Poinsettia Avenue between Washington Avenue and Civic Center Drive. The parcel contains an 11,500 square -foot single -story industrial building that was constructed in 2002. The site is surrounded by industrial uses to the north, south and east, and multifamily residential uses to the west (Exhibits 1, 2 and 3). The General Plan land use designation for the site is Urban Neighborhood (UN). Urban Neighborhood land use designation applies to primarily residential areas with pedestrian - oriented commercial uses, schools and small parks. The proposed trade school use is consistent with the Urban Neighborhood General Plan land use designation. EXHIBIT A 31 B -3 Conditional Use Permit No. 2015 -22 January 25, 2016 Page 2 The subject site has a zoning designation of Urban Neighborhood 2 (UN2) with the M1 overlay in Specific Development No. 84 (SD84). A trade school is a permitted use subject to the approval of a conditional use permit in the M1 zone. Therefore, the proposed project is consistent with the zoning designation. Proiect Description AGC Vocational School is a trade school that provides various vocational training throughout the United States. AGC vocational school is proposing to occupy the existing vacant building and provide adult vocational education for the construction workforce through standardized education and craft training programs, including operational training for a skid steer, fork lift, scissor lift, telescoping boom lift, cement smoother machine and stamper machine. The average class size is between five to 20 students and the hours of operation are between 5:00 p.m. to 8:30 p.m. No tenant improvement to the building interior or exterior are proposed. There are a total of 24 parking spaces provided for the site. No modifications are proposed to the parking area as part of the AGC Vocational School (Exhibit 4). Proiect Background The Associated General Contractors of America (AGC) is the leading association for the construction industry. AGC represents more than 26,000 firms, including over 6,500 of America's leading general contractors, and over 9,000 specialty - contracting firms. More than 10,500 service providers and suppliers are also associated with AGC, all through a nationwide network of chapters. The subject building was constructed in 2002. The building has been occupied by a variety of industrial warehouse, manufacturing and wholesale uses since it was constructed. Proiect Analysis Staff has reviewed the applicant's request to operate a trade school at this location. In analyzing the conditional use permit request, staff believes that the following analysis warrants staff's recommendation of approval for the conditional use permit. The Santa Ana Municipal Code allows trade schools in the Light Industrial (M1) zoning district subject to a conditional use permit. Since the property has an industrial overlay designation, the industrial development standards are applicable to this project. Section 41- 472.5(d) of the Santa Ana Municipal Code (SAMC) permits trade schools which provide instruction that requires the operation of heavy equipment or machinery normally associated with manufacturing operations in the Light Industrial (M1) zoning district. 31 B -4 Conditional Use Permit No. 2015 -22 January 25, 2016 Page 3 The SAW requires parking for trade school to be calculated at a rate of one space per 40 square feet of classroom area and one space per 333 square feet of office area. However, since the layout of the facility does not specifically identify any classroom space, the limited enrollment of the trade school and the functioning of the facility as an industrial use, the industrial parking standard of one space per 500 square feet of area is being applied to this project, which is consistent with a similar facility (Taller San Jose) in the vicinity, A conditional use permit (CUP No. 2001 -31) was approved in December of 2001 to allow Taller San Jose, a trade school, to operate with the same parking standards. The proposed AGC Vocational School /trade school will not adversely affect the General Plan. The proposed trade school at this location supports several General Plan Goals and Policies, including Land Use Element Goal 1, which promotes the balance of land uses to address basic community needs; Goal 2, which promotes land uses that enhance the economic viability of the City; and, Goal 3, which aims to allow uses that preserve and improve the character and integrity of neighborhoods, including both the adjacent industrial and residential neighborhoods. This project will provide a use that will assist in diversifying the range of services available to residents of Santa Ana. Land Use Element Policy 2.8 promotes the rehabilitation of commercial properties and encourages increase levels of capital investment. The proposed trade school use will occupy a vacant tenant space representing increased levels of capital investment in the property. The re- tenanting of a vacant space with a viable business further supports the rehabilitation of this property. Land Use Element Policy 5.4 supports land uses which are consistent with the Land Use Plan of the Land Use Element. The M1 zoning district allows trade schools subject to a conditional use permit, making the proposed use consistent with the zoning and the Land Use Plan of the Land Use Element, Land Use Element Policy 5.5 encourages development which is compatible with and supportive of surrounding land uses. The addition of a trade school will provide additional educational opportunities for the surrounding businesses and residents. Public Notification The project site is located within the French Park Neighborhood Association. Staff contacted the president of the association, who identified no concerns with the project. The project site was posted with a notice advertising this public hearing, a notice was published in the Grange County Reporter and mailed notices were sent to all property owners and occupants within 500 feet of the project site. At the time of this printing, no correspondence, by phone, written or electronic has 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 15300 and 15301. This Class 1 exemption allows the licensing of existing facilities with no expansion of the existing use. Categorical Exemption Environmental Review No. 2012 -77 will be filed for this project. 31 B -5 Conditional Use Permit No. 2015 -22 January 25, 2016 Page 4 There will not be a significant cumulative effect by this project and successive projects of the same type in the same place, over time. There is not a reasonable possibility that the project will have a significant effect on the environment due to unusual circumstances. This project does not damage a scenic resource within an officially designated state scenic highway. This project is not located on a site included on any list compiled pursuant to Government Code Section 65962.5. 5. This project does not cause a substantial adverse change in the significance of a historical resource. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 3 — Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2015 -22 as conditioned. `- Ann N. Ni Associate Planner AN:jm Anllwp5l%plancomm25CU P15- 22.AGCVocatlonal$chool. pc Attachments: Exhibit 1 —Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan and Floor Plan MEW SEVENTEENTH ST - N 1 0 ., r, , :._ � 'o �,� 1� -.- -- + V 11-t , ,, ova RI cl RI sl A C2 "1 3 KI 81 a IN P�3 SP-3 I SP .3 - i R3 sp-3 $p-3 0 reP SP-3 M2 0 c:? 0 MI nr c R3 M2 fa [,9,, AA E�l N 9 IR 2 M2 R3 C2 M2 a La F 7aifT M2 .11 IN -c-��, dmsz z C2 U tz a 3Y M2 MI M2 C2 R2 M2 OA .111. R911JE C,3.A : C5 R2 ii 5 I —, T�a) r—�r r ------ I r'-- I r—= r NIRST 57. Al WIPPAILArMaXTURALt CR CCMME;0ALRMDM7AL Ill SNGLEFAMILYrTSDENnAL -13 PARINGMIDDIFICNflON w GGMNMMTMMR N TV10FAMILY[EqDENCE C,SM G0MM8z0AL8XXl MAIN Ml LIGdTINDUSMAL R3 MULPREQM MULTIPLE cl CDMMUNITYOOMNISUAL M2 FFAWINDIJSIRAL FAMILYFERDENCIF U.MD a)MM WMMMAtJML JMDI$MCT mo MUFAWOPSWNS Pli WKI ANAMRTMUM, C2 GNITAL(rMMLVAL 0 OPEN VAW W, I'MIDENTIAL117W m CDJWLBU9N8SS p PROFIB90MAL Im MHODF�OFMENT CiA MTW.I3U9NC,36Af?flSTMLLAGE t10 R-ANNIDWAMUNIWDFaCMINT %foROPLAN (A PLANNMFJVPANG03 Ru RANNDREDKIALDE CWIIIT C5 ARIERALCDMMEFOAL CUP 2015-22 k AGC VOCATIONAL SCHOOL clW 920 NORTH POINSETTIA STREET V = 1000 FEET P L A N N I N G A N D B U I L D I N G A 6 E N C Y EXHIBIT I VICINITY MAP 31 B-7 MULTI- FAMILY RESIDENCE WELLINGTON AVENUE s MULTI- P1iQJCT - ; d INDUSTRIAL FAMILY SITE 0 RESIDENCE 2 lo/ SING i AM11 ,-FrE I D F N E INDUSTRIAL s .A L� A S GLE- <J 9 FA MI (/Jp 5 1 N G L o RES ENCE \ \ FALY .a DE F W . ,M AGC VOCATIONAL SCHOOL A` 920 NORTH POINSETTIA STREET P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 w • � � \ . � \� 2 J� \ \�� . . . � \� 2 J� \ P3 \� � f . . . � \� 2 J� IeYLISS:1 nm ni gill ° @# gsg F wta $9 e oil -Mi ��I� Wff w ® V __I____._. _.... _..... ___ I LL s l 0 cc CC z CL UJ 4 I' n � I J Y— L x' �--• b _fit ` a Y -i -_ 1 Z �' e iepV d —k a :' n W \ I L ba III'} I .I � , •a, � °� i ��'� yy EXHIBIT 4 31 B -10 LS 1.20.16 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2015 -22 AS CONDITIONED TO ALLOW A TRADE SCHOOL FOR THE PROPERTY LOCATED AT 920 NORTH POINSETTIA 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. 2015 -22 to allow a trade school in the Specific Development No. 84 (SD84) zoning district at the property located at 920 North Poinsettia Street, B. Santa Ana Municipal Code Section 41- 472,5(d) requires approval of a conditional use permit to allow trade schools which provide instruction that requires the operation of heavy equipment or machinery normally associated with manufacturing operations in the Light Industrial (M1) zoning district. C. On January 25, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2015 -22. D. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41- 472.5(d), have been established for Conditional Use Permit No. 2015 -22 to warrant approval of the conditional use permit to allow a trade school: That the proposed use will provide a service or facility which will contribute to the general well -being of the neighborhood or community. The proposed AGC Vocational School will provide a service to the community as it will support the adjacent industrial and residential uses in the area and will assist in diversifying the range of educational opportunities available to those working or residing in the city. Further, the proposed trade school is best suited within a larger industrial building that is typically found in the City's industrial zoning districts. Resolution No. 2016 -xx Page 1 of 5 31 B -11 2. That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The proposed AGC Vocational School will not be detrimental to persons residing or working in the vicinity because the trade school will operate within a completely enclosed building, thereby minimizing potential impacts, such as noise, on the surrounding tenants. Additionally, conditions of approval have been incorporated into the project approvals to minimize impacts from occurring on the premises. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed AGC Vocational School will not adversely affect the economic stability of the area. The proposed trade school will result in a positive addition to the surrounding area by providing educational opportunities, promoting job skills training and will complement and improve the economic viability of the area as the use will reoccupy a vacant industrial building, thereby reducing the vacancy rate of the area and identifying the area as a stable location for economic investment. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. The proposed AGC Vocational School will be in compliance with all applicable regulations and provisions of Chapter 41 of the Santa Ana Municipal Code and all other provisions that are applicable to a trade school. 5. That the proposed use will not adversely affect the General Plan or any specific plan of the City. The proposed AGC Vocational School will not adversely affect the General Plan. The proposed trade school at this location supports several General Plan Goals and Policies, including Land Use Element Goal 1, which promotes the balance of land uses to address basic community needs; Goal 2, which promotes land uses that enhance the economic viability of the City; and, Goal 3, which aims to allow uses that preserve and improve the character and integrity of neighborhoods, including both the adjacent Resolution No. 2016 -xx Page 2 of 5 31 B -12 industrial and residential neighborhoods. This project will provide a use that will assist in diversifying the range of services available to residents of Santa Ana. Land Use Element Policy 2.8 promotes the rehabilitation of commercial properties and encourages increase levels of capital investment. The proposed trade school use will occupy a vacant tenant space representing increased levels of capital investment in the property. The re- tenanting of a vacant space with a viable business further supports the rehabilitation of this property. Land Use Element Policy 5.4 supports land uses which are consistent with the Land Use Plan of the Land Use Element. The M1 zoning district allows trade schools subject to a conditional use permit, making the proposed use consistent with the zoning and the Land Use Plan of the Land Use Element. Land Use Element Policy 5.5 encourages development which is compatible with and supportive of surrounding land uses. The addition of a trade school will provide additional educational opportunities for the surrounding businesses and residents. Section 2. CEQA Compliance. In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15301. The Section 15301 (Class 1) exemption applies to the operation of existing facilities and allows the licensing of existing facilities with no expansion of the existing use. Categorical Exemption Environmental Review No. 2012 -77 will be filed for this project. Section 3. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Section 4. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2015 -22 as conditioned in Exhibit A, attached hereto and incorporated herein, for the project located at 920 North Poinsettia Street. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated January 25, 2016 and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 251h day of January, 2016 Resolution No. 2016 -xx Page 3 of 5 31 B -13 AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: James Gartner Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Karen Gerardo, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on January 25, 2016. Date: Planning Commission Secretary City of Santa Ana 31B-14 Resolution No. 2016 -xx Page 4 of 5 Conditions of Approval for Conditional Use Permit No. 2015.22 Conditional Use Permit No. 2015 -22 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 approval. 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. A. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2012 -42 and the staff report exhibits. 2. Any amendment to this conditional use permit must be submitted to the Planning Division and Police Department for review. At that time, staff will determine if administrative relief is available or that the conditional use permit must be amended. 3. Prior to approval of Certificate of Occupancy, all on -site improvements shall be made in accordance with the submitted plans. 4. Landscaping shall be maintained in compliance with the submitted plan. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 5. The hours of operation shall be limited to Monday thru Friday from 5:00 p.m. to 8:30 p.m. 6. All instruction shall be conducted within the building. Resolution No. 2016 -xx Page 5 of 5 31 B -15 31 B -16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: ADOPT AN AMENDMENT TO THE ROTATIONAL TOW ORDINANCE, SANTA ANA MUNICIPAL CODE SECTION 32 -107 (STRATEGIC PLAN NO. 7, 5E) Lori CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED As Recommended 1-1 As Amended 0 Ordinance on Ian Reading ❑ Ordinance on 2nd Reading El Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance amending the current Rotational Tow Ordinance Santa Ana Municipal Code Section 32 -107. DISCUSSION On September 2, 2003, in Ordinance NS -2630, the City of Santa Ana adopted a Rotational Tow Ordinance wherein authority for establishment of a Rotational Tow List and preparing written guidelines for its operation were delegated to the Chief of Police. The California Vehicle Code section 21100 provides city and county governments with the authority to regulate tow operators. Pursuant to the current process, the Santa Ana Police Department periodically puts out a Request for Qualifications for rotational tow operators. The Santa Ana Police Department (SAPD) currently evaluates the qualifications of each applicant operator, inspects each applicant's facility, inspects each applicant's vehicles, conducts background checks of each applicant's workers, and makes sure that the applicants comply with the City's guidelines and rotational tow policy. The SAPID then prepares a Rotational Tow List based upon the rankings of each applicant. The recommended amendment to the Rotational Tow Ordinance (Exhibit 1) would assist in standardizing the tow operator process and aligning with other competitive processes for City services. The proposed amendment will require the SAPID, after it conducts its evaluations and inspections, to prepare a recommended Rotational Tow List for City Council review and approval. The criteria for evaluation and inspection, as well as, disciplining and removing of tow operators from the Rotational Tow List for violation of the Rotational Tow Policy would remain within the purview of the Chief of Police. 50A -1 Amendment to the Rotational Tow Ordinanos February 16, 2016 Page 2 STRATEGIC PLAN 60ONMEN T Approval of this Item supports the City's efforts to meet Goal #7 • Team Santa Ana, Strategy #6 (create a culture of innovation and efficiency), Objective E (identify best practices and opportunities for process improvement and automation across City departments In order to provide effective and efficient delivery of City services to the community), FISCAL IMEACT There is no fiscal impact associated with the Item, Carlos Raise Sonia R, Carvalho Chief of Police City Attorney Exhibit: 1. Ordinance Amending SAMC section 32 -107 (Red - lined), 50A -2 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SANTA ANA MUNICIPAL CODE SECTION 32 -107 RELATING TO TOW TRUCKS 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. California Vehicle Code section 21100 provides authority to cities and counties to regulate tow operators within their jurisdiction. 8. On September 2, 2003, the Santa Ana City Council adopted Ordinance NS -2630 enacting Article IV of Chapter 32 relating to Tow Trucks. The Ordinance, among other items, delegated authority to the Chief of Police to establish towing operation guidelines and a rotational list for tow operators. C. In an effort to standardize the process and increase the consistency with other competitive processes for City Services, the Chief of Police will recommend a rotational tow list to the City Council for approval. All other aspects of the Rotational Tow List including establishing written guidelines, standards for qualification, discipline, and removal from the List will remain the same. Section 2. Chapter 32, Article IV, Section 32 -107 of the Santa Ana Municipal Code is hereby amended to read as follows (new language in bold, deleted language in strikeout for tracking purposes only): Sec. 32- 107 - Towing operation guidelines; rotational list; authority of the chief of police to promulgate written guidelines; recommendation of list of rotational toworators to the Citv Council, 1. In order to provide a workable and comprehensive policy regarding the towing and /or storage of abandoned, disabled, stored or impounded vehicles from public or private property, the chief of police hereby authorized to promulgate and issue, by general order, and amend, if necessary written rules and regulations governing the following but by no means exclusive subjects: Ordinance No. NS -XXX Page 1 of 3 y 1 J (� }- .-- _- €stabtishmant -of -a- rotation }af- 4 +st-o#- tawiag operatio-ns; (a)( -b) Requirements and standards for placement on the rotational tow list; (b)(() Requirements and standards for continued placement on the rotational tow list; (c)(d) Grounds for, and procedures governing, discipline and removal from the rotational tow list; and (d)(e) Any other pertinent and relevant matters pertaining to the administration of a rotational tow list. 2. Such rules and regulations shall have the same force and effect of law, and the failure to obey same shall be deemed a violation of the provisions of this article for purposes of renewal, suspension or revocation of placement on the rotational tow list. 3. At least once ever five 5Jy_qars, the Chief of Police will make a recommendation tothe, City_Council of a ,list of rotatienal tow cperato,rs. 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 16th day of February, 2016 Ordinance No. NS -XXX Page 2 of 3 Miguel A. Pulido Mayor y 1 1 I APPROVED AS TO FORM: By:cw� Sonia R. Carvalho 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 that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on February 16, 2016, 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 y 1 Ordinance No, NS -XXX Page 3 of 3 41A 1i 0 • 7,0,541 M1 ! CITY COUNCIL MEETING DATE: FEBRUARY 16, 2016 TITLE: RESOLUTION AUTHORIZING EXECUTIVE MANAGERS TO SIGN COUNTY OF ORANGE 60 -DAY WAIVER NOTICES (STRATEGIC PLAN NO. 7, 5F) CITY MANAGER ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading M Ordinance on 2 0d Reading [] Implementing Resolution ® Set Public Hearing For *0 , __R s FILE NUMBER Adopt a resolution authorizing City of Santa Ana Executive Managers and their designees to sign Waiver Requests regarding 60 -Day Notices from the County of Orange. DISCUSSION California Government Code Section 25351 requires the County of Orange to provide a 60 -day notice to a city when considering certain actions within that respective city's boundaries. Specifically, the County Board of Supervisors is required to notify the City Clerk in writing 60 days prior to going to bid or taking action for new construction, expansion or lease of an existing building. As allowed by State law, the 60 -day notification requirement may be waived if the City Council consents by resolution. The proposed resolution (Exhibit 1) will allow Executive Managers and their designees to sign Waiver Requests authorizing the County of Orange to proceed with their proposed bid or project prior to the completion of the 60 -day notice requirement. These waivers are only to be signed once City staff has reviewed a written Waiver Request notice from the County of Orange for the proposed bid, project, or lease and determined the use is in conformity with the City of Santa Ana's General Plan. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 - Team Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization), Strategy F (explore opportunities to engage with outside agencies, both private and public, to share information and increase efficiencies). 55A -1 Resolution Authorizing Executive Directors to Sign County of Orange 60 -Day Waiver Notices February 16, 2016 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Hassan Hagh i, AICJ/ Executive Director Planning & Building Agency Exhibits: 1. Proposed Resolution MM:rb M:\ REPORTS\ CC \RES02016- Coun4y60daywaiver.doc 55A -2 LS 2.3.16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING CITY EXECUTIVE DIRECTORS TO SIGN COUNTY OF ORANGE SIXTY -DAY WAIVER NOTICES REQUIRED BY GOVERNMENT CODE SECTION 25351 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. Government Code section 25351 requires that the County of Orange to provide notice to cities when considering certain actions within the respective city's boundaries. B. Specifically, the County Board is required to notify the City Clerk in writing at least sixty (60) days prior to going to out to bid to construct a county building, expand an existing building or the use thereof, or enter into a lease of an existing building within the city where the building is to be constructed, expanded or leased. C. Pursuant to Government Code section 25351(d) the 60 -day notification requirement may be waived if the city council consents by resolution. D. The proposed resolution will allow a City Executive Director to sign the waiver authorizing the County of Orange to proceed with the proposed bid or project prior to the closure of the 60 days provided that City staff has reviewed the County notice for the proposed project or lease of a building, and has determined that it is in conformity with the City of Santa Ana's General Plan. Section 2. The City Council hereby authorizes Executive Directors to sign and approve the waiver of the sixty -day notification requirements imposed upon the County by Government Code section 25351. Section 3. This resolution shall take effect immediately upon its adoption by the City Council and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2016 -XXX Page 1 of 2 55A -3 ADOPTED this day of February 2016, Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney C—�� Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2016- to be the original resolution adopted by the City Council of the City of Santa Ana on February , 2016, and that said resolution was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 55A -4 Resolution No. 2016 -XXX Page 2 of 2