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HomeMy WebLinkAbout FULL PACKET_2016-06-21CALLED TO ORDER MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA JUNE 7, 2016 CLOSED SESSION MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:15 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VICENTE SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA (5:22 p.m.) P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA (5:33 p.m.) SAL TINAJERO (5:25 p.m.) COUNCILMEMBERS Absent: NONE STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:16 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: 1. Antonio Quintanilla, et al. v City of Santa Ana, et al., Orange County Superior Court Case No. 30- 2015 - 00803957 CITY COUNCIL MINUTES 1 JUNE 7, 2016 1 0A -1 2. City of Santa Ana v. Sycamore Parking Concepts, LLC et al., Orange County Superior Court Case No. 30- 2016 - 00844851 3. 1901 First Street Owner. LLC v. Tustin Unified School District, Orange County Superior Court Case No.: 30- 2015 - 00803234- CU- WM -CJC 2. CONFERENCE WITH LEGAL COUNSEL -- POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: Two cases 3. LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: 1901 First Street Owner, LLC 4. PUBLIC EMPLOYEE EVALUATION pursuant to Section 54957(b)(1) of the Government Code: Title: City Attorney CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 6:23 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 JUNE 7, 2016 1 0A -2 CALLED TO ORDER REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:25 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VICENTE SARMIENTO, Mayor Pro ANGELICA AMEZCUA (6:27 p.m.) P. DAVID BENAVIDES (6:27 p.m.) MICHELE MARTINEZ (6:27 p.m.) ROMAN A. REYNA (6:27 p.m.) SAL TINAJERO (6:37 p.m.) PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCILMEMBERS Absent: None Tern (6:27 p.m.) STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MEMBERS OF THE SANTA ANA POLICE ASSOCIATION ATHLETICS LEAGUE DR. CURTIS SMITH, POLICE CHAPLAIN CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM SARMIENTO to the following individuals for helping the youth in Santa Ana: Johnathan Hernandez, Executive Director of Santa Ana Unidos Boxing Club; Alicia Rodriguez of Delhi Center, Rudy Cordova of Suavecito; Robert Ruiz, Jesse Vargas, and Adrian Esparza of Laborers Local 652; and Rigo Lafontaine of South Coast Mitsubishi. PROCLAMATION presented by COUNCILMEMBER AMEZCUA recognizing the Orange County Fire Authority's Drowning Prevention campaign. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER BENAVIDES to the children of the Santa Ana Police Association Athletics League who successfully completed the OC Half Marathon on May 1, 2016: CITY COUNCIL MINUTES 1 0A -3 JUNE 7, 2016 Coaches - Kenney Aguilar; Dario Gaitan; David Ai; Abel Medina; Runners - Michelle Acosta; Yvette Acosta; Roxana Diaz; Lilia Fuentes; Bryan Garcia; Guille Gomez; Ryan Gomez; Carolina Gonzalez; Susana Grajeda; Janet Gutierrez; Elisa Lopez; Christopher Meza; Wendy Meza; Adriana Montoya; Justine Nava; Carolina Perez; Ivan Perez; Luis Quiroz; Arizbet Pichardo; Daisy Rayo; Diego Rodriguez; Alexis Rodriguez; Andres Salado; Lucero Valenzuela; Samantha Valle; Alexandra Velasquez; Denisse Velasquez; Jesse Velasquez; Cynthia Viera; Bryanna Villegas; Jose Zamora. CLOSED SESSION REPORT - See Item 19A for any reportable actions. PUBLIC COMMENT (CONSENT CALENDAR ITEMS) - None CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on Consent Calendar Items 10A through 31 E, with the following modifications: • Councilmember Martinez, dissented on Agenda Items 10A and 11A - absent from the May 17, 2016 City Council Meeting; • Councilmember Martinez, pulled Agenda Items 19D, 20B, 23A, 25B and 25C for separate action; • Councilmember Tinajero, pulled Agenda Item 31 E for separate action; and • Mayor Pulido, abstained on Agenda Items 31A and 31 B due to a potential conflict of interest and receipt of a campaign contribution. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Benavides Amezcua, Benavides, Sarmiento, Tinajero (7) None (0) None (0) None (0) Martinez, Pulido, Reyna, 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 4 JUNE 7, 2016 1 0A -4 ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF MAY 17, 2016 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTION: Approve minutes. *Councilmember Martinez, dissented on Agenda Item 10A. 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: REZONING FOUR PROPERTIES LOCATED AT 1506 THROUGH 1548 WEST FIRST STREET FROM GENERAL COMMERCIAL (C -2) AND SINGLE FAMILY RESIDENCE (R -1) TO SPECIFIC DEVELOPMENT NO. 90 (SD -90) (AA NO. 2016 -02) AND ADOPTING SPECIFIC DEVELOPMENT NO. 90 (SD -90) — THE OLSON COMPANY, APPLICANT (STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office Placed on first reading at the May 17, 2016 City Council meeting and approved by a vote of 5 -0 (Martinez and Tinajero absent). Published in the Orange County Reporter on May 27, 2016. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2899 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING FOUR PROPERTIES LOCATED AT 1506 THROUGH 1548 WEST FIRST STREET FROM GENERAL COMMERCIAL (C -2) AND SINGLE FAMILY RESIDENCE (R -1) TO SPECIFIC DEVELOPMENT NO. 90 (SD -90) (AA NO. 2016 -02) AND ADOPTING SPECIFIC DEVELOPMENT NO. 90 (SD -90) FOR SAID PROPERTIES *Councilmember Martinez, dissented on Agenda Item 11A. 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 Code of Ethics and Conduct Committee 5/19/2016 Public Safety and Neighborhood Improvement Committee (Cancelled) 5/2412016 CITY COUNCIL MINUTES 5 JUNE 7, 2016 1 0A -5 13B. NOMINATED BY COUNCILMEMBER AMEZCUA AS THE WARD 3 REPRESENTATIVE TO ARTS AND CULTURE COMMISSION FOR A PARTIAL TERM EXPIRING DECEMBER 13, 2016 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Appoint Frank J. Gutierrez to the Arts and Culture Commission, Ward 5 resident (replacing D. Ramirez). MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve settlement as follow: CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Antonio Quintanilla et al. v City of Santa Ana et al., Orange County Superior Court Case No. 30- 2015 - 00803957; Motion by Benavides, Seconded by Sarmiento to approve total settlement in the amount of $62,000 by 6 -0 vote (Reyna absent). 19B. EXCUSED ABSENCES — None 19C. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR MAY 2016 {STRATEGIC PLAN NO. 5, 1) - Public Works Agency MOTION: Receive and file. 19D. SANTA ANA STADIUM CONSTRUCTION UPDATE {STRATEGIC PLAN NO. 6, 1B & 1G) — Darks, Recreation and Community Services Agency and Public Works Agency Councilmember Martinez, requested report on project; noted nexus to Agenda Item 2013; relocation of graduation ceremonies; safety concerns. Parks, Recreation and Community Services Executive Director Mouet, stated that graduation ceremonies have historic importance in the community; described project schedule that were based on estimates back in January, but due to unforeseen circumstances additional work has to be performed for safety reasons; Westside bleachers to be completed by the end of the week and Eastside by September — in time for football season, field continues to be used CITY COUNCIL MINUTES 6 JUNE 7, 2016 1 0A -6 for soccer just not bleachers; and stated that Santa Ana Unified School District and Santa Ana College graduation ceremonies have been relocated to Centennial Park. Public Works Agency Executive Director Mousavipour, said that original estimate based on initial review but once construction began additional repairs identified. City Manager Cavazos, specified that unforeseen condition of stadium required change order, urgent request to finish repairs before football season. Mayor Pro Tern Sarmiento, future scheduling of improvements should consider impacts such as graduations with said project. MOTION: Receive and file. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROPRIATION ADJUSTMENT - WORKFORCE INNOVATION AND OPPORTUNITY ACT FUNDS FOR PROGRAM YEAR 2015 -2016 {STRATEGIC PLAN NO. 2, 41 — Community Development Agency Matter continued from the May 17, 2016 City Council meeting due to insufficient votes. MOTION: Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2016 -113 - Recognizing additional Workforce Innovation and Opportunity Act grant funds in the total amount of $4,030 in Federal Grant Indirect revenue account and appropriating as follows: 1. $ 343 in Administrative Allowance funds to Reserve Appropriation account; CITY COUNCIL MINUTES 7 JUNE 7, 2016 1 0A -7 2. $ 1,941 in Adult funds to Reserve Appropriation account; 3. $ 1,150 in Dislocated Worker funds to Reserve Appropriation account; and 4. $ 596 in Rapid Response funds to Miscellaneous Operating expense account 20B. INCREASE SCOPE OF CONTRACT FOR SANTA ANA STADIUM STRUCTURAL CONCRETE REPAIRS (PROJECT 16- 2656) (STRATEGIC PLAN NO. 6, 1B and 1G) - Public Works Agency, Personnel Services Agency and Parks, Recreation and Community Services Agency Matter continued from the May 17, 2016 City Council meeting due to insufficient votes. Councilmember Martinez, requested update report within 30 days. Councilmember Benavides, expressed same concerns as Councilmember Martinez. MOTION: 1. Approve an increase of $800,000 to Metro Builders & Engineers Group, Ltd. Construction contract for the Santa Ana Stadium Structural Concrete Repair Project, to address the urgent safety and liability issues that were discovered during construction, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2016 -117 - Recognizing Liability & Property Insurance Fund Reserves in Balance from Prior Year revenue account and appropriate same to expenditure account in the amount of $800,000. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Benavides Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) None (0) None (0) None (0) CITY COUNCIL MINUTES 8 JUNE 7, 2016 1 0A -8 SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 16 -070 - CONTRACT AMENDMENT FOR CHAIN LINK FENCE RENTALS {STRATEGIC PLAN NO. 5, 4) - (Community Development Agency, Public Works Agency and Parks, Recreation and Community Services) - Finance and Management Services MOTION: Amend the contract with United Site Services to increase the aggregate limit by $30,000 for a total amount not to exceed $55,000 subject to non - substantive changes approved by the City Manager and City Attorney. 22B. SPEC. NO. 15 -132 - CONTRACT AMENDMENT FOR REPAIRS TO FREIGHT ELEVATOR 4H IN THE POLICE DEPARTMENT DETENTION FACILITY {STRATEGIC PLAN NO. 6, 2) (Police Department) - Finance and Management Services MOTION: Amend the contract with KONE, Inc. in the amount $24,550, which includes $10,000 contingency, for a total amount not to exceed $68,550, subject to non - substantive changes approved by the City Manager and City Attorney. 22C. SPEC. NO. 16 -021 — VARIABLE FREQUENCY DRIVES AND PUMP MOTORS AT DESIGNATED COMMUNITY POOLS (STRATEGIC PLAN NO. 6, 1D) (Parks, Recreation and Community Services) - Finance and Management Services MOTION: 1. Reject four bids considered nonresponsive to the specifications. 2. Authorize a one -time purchase and payment of purchase order to California Waters Development, Inc. in an amount not to exceed $ 45,800, which includes $3,000 contingency, subject to non - substantive changes approved by the City Manager and City Attorney. 22D. SPEC. NO. 16 -056 - NINE PORTABLE VIDEO CAMERA SYSTEMS {STRATEGIC PLAN NO. 1,1 F) (Police Department) - Finance and Management Services MOTION: Authorize a one -time purchase and payment of purchase order to Knuckledragger Design, Inc. in the amount of $121,986, subject to non - substantive changes approved by the City Manager and City Attorney, CITY COUNCIL MINUTES 9 JUNE 7, 2016 1 0A -9 22E. SPEC. NO. 16 -049 - EMERGENCY DIESEL GENERATOR SET FOR WALNUT WATER PUMPING STATION {STRATEGIC PLAN NO. 6, 1C} (Public Works Agency) - Finance and Management Services MOTION: Authorize a one -time purchase and payment of purchase order to Quinn Company in the amount of $179,658 with a 10 percent contingency for a total amount not to exceed $197,625, subject to non - substantive changes approved by the City Manager and City Attorney. 22F. SPEC. NO. 14 -021 - CONTRACT AMENDMENT FOR JANITORIAL SERVICES {STRATEGIC PLAN NO. 6, 1 C} (Parks, Recreation and Community Services Agency and Public Works Agency) - Finance and Management Services MOTION: Amend the contract with Commercial Cleaning Services in the amount of $125,235, which includes $8,000 contingency, for a total annual amount not to exceed $582,235, subject to non - substantive changes approved by the City Manager and City Attorney. PROJECTS /CHANGE ORDERS 23A. AWARD CONTRACT FOR CONSTRUCTION OF SAFE TRANSIT STOPS (PROJECT 15 -6843) {STRATEGIC PLAN NO. 6, 1G} -, Public Works Agency and Community Development Agency Public Work Agency Executive Director Mousavipour, noted that it is a grant funded project that will provide a number of transit stops throughout the City. MOTION: 1. Award a contract to ND Construction Company, Inc., the lowest responsible bidder, in accordance with the base bid plus additive alternates 1 and 2, in the amount of $1,066,446 for the construction of Safe Transit Stops, and authorize the City Manager and Clerk of the Council to execute contract, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve the Project Cost Analysis for a total estimated project delivery cost of $1,439,702, which includes the contract base amount, administration, inspection, testing, and an authorized contract contingency of 20 percent in the amount of $213,290. MOTION: Martinez VOTE: AYES SECOND: Sarmiento Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento (6) CITY COUNCIL MINUTES 10 JUNE 7, 2016 1 0A -10 NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero (1) AGREEMENTS 25A. AGMT NO. 2016 -132 - PROJECT MANAGEMENT SERVICES FOR THE POLICE DEPARTMENT'S TRITECH INTEGRATED SOFTWARE SYSTEM {STRATEGIC PLAN NO. 1, 2A} - Police Department MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Winbourne Consulting for the period of April 16„ 2016 through April 16, 2018, in an amount not to exceed $150,512, with a contingency of $9,488 for a total agreement amount of $160,000, subject to non - substantive changes approved by the City Manager and City Attorney. 25B, AMENDMENTS FOR BILL PRINT SERVICES AND MERCHANT PROCESSING SERVICES {STRATEGIC PLAN NO. 7, 5171 - Finance and Management Services, Information Technology Department, Planning and Building Agency and Public Works Agency Councilmember Martinez, asked if City offers on -line billing and what is cost to provide service. Finance and Management Services Executive Director Gutierrez, responded that intent of contract is to provide enhanced services including on -line access to history and payment; City Council will consider approving a cap on credit card transaction fee at subsequent City Council meeting. MOTION: 1. AGMT NO. 2016 -133 - Authorize the City Manager and Clerk of the Council to execute a First Amended Agreement with InfoSend, Inc. to add bill print services for the City's Proactive Residential Enforcement Program for an amount not to exceed $5,000 for the period beginning June 7, 2016 through June 30, 2016 with an additional amount not to exceed $25,000 for the fiscal year period of 2016 -17 for a total sum of $30,000, subject to non - substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2016 -134 - Authorize the City Manager and Clerk of the Council to execute a Second Amended Agreement with Invoice Cloud, CITY COUNCIL MINUTES 11 JUNE 7, 2016 1 0A -11 25C. Inc. expanding the scope of contractual services to include enhanced Electronic Billing and Payment Presentation (EBPP) services for the City's Municipal Utility Services program and extending the current contract term beginning July 1, 2016 through June 30, 2018 and increasing compensation from $25,000 to $290,000, which includes a $50,000 contingency, upon a written request executed by the City Manager and City Attorney, 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) CONSTRUCTABILITY REVIEW SERVICES {STRATEGIC PLAN NO. 6, 1C} - Public Works Agency Public Works Agency Executive Director Mousavipour, explained that contractors review complex projects. Councilmember Martinez, need to be conservative with City funds; review staffing needs, if needed. MOTION: Authorize the City Manager and the Clerk of the Council to execute agreements for a two -year period beginning June 8, 2016 and expiring June 7, 2018, with provisions for two one -year renewal options exercisable by the City Manager and City Attorney, in an amount not to exceed $400,000 for each consultant over the entire term of the agreement, including any renewals, subject to non- substantive changes approved by the City Manager and City Attorney. 1. AGMT NO. 2016 -135 - With KPFF Consulting Engineers and 2. AGMT NO. 2016 -136 - With IDS Group, Inc., MOTION: Martinez SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) CITY COUNCIL MINUTES 12 JUNE 7, 2016 1 0A -12 NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 25D. MEMORANDUM OF UNDERSTANDING WITH MANDATED PARTNERS AND COUNTY OF ORANGE — WORKFORCE INNOVATION AND OPPORTUNITY ACT (STRATEGIC PLAN NO 2, 4) - Community Development Agency Workforce Development Board approved recommended action on May 25, 2016 by a vote of 9 -0 (Absent: Davila, Didion, Elliott, McMurtray, Piwnica, Ruiz, Wadhera; Abstain: Alegre, Claudio, Martinez, Nishimoto, Ray absent). MOTION: 1. AGMT NO. 2016 -137 - Authorize the Mayor, City Manager and Clerk of the Council to execute a Memorandum of Undemanding with the Santa Ana Workforce Development Board and America's Job Center of California Partner to establish a cooperative working relationship between the parties and to define respective roles and responsibilities, subject to non - substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2016 -138 - Authorize the Mayor and City Attorney to execute the Memorandum of Understanding with the County of Orange in partnership with the Orange County Development Board, the Orange County Social Services Agency and the Orange County Sheriff's Department Second Chance Act grant program, subject to non - substantive changes approved by the City Manager and City Attorney 25E. AGMT NO. 2016 -139 - DONATION TO SUPPORT AN ART EXHIBIT {STRATEGIC PLAN NO. 5, 4) - Councilmember Martinez MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Orange County Children's Therapeutic ARTS Center for a one -time donation amount of $1,280, subject to non - substantive 25F. AGMT NO. 2016 -140 - DONATION TO SUPPORT A RESIDENT LEADERSHIP PROJECT (STRATEGIC PLAN NO. 5, 4) - Councilmember Martinez MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Latino Health Access for a one -time donation amount of $3,000, subject to non - substantive changes approved by the City Manager and the City Attorney. CITY COUNCIL MINUTES 13 JUNE 7, 2016 1 0A -13 25G. AGMT NO. 2016 -141 - DONATION TO SUPPORT A COLLEGIATE WRESTLING PROGRAM {STRATEGIC PLAN NO. 5, 4) - Councilmember Martinez MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Santa Ana Athletic Foundation for a one -time donation amount of $2,000, subject to non - substantive changes approved by the City Manager and the City Attorney. 25H. AGMT NO. 2016 -142 - DONATION TO SUPPORT MICROFARM AND MERCADITO SUMMER WELLNESS PROGRAMS {STRATEGIC PLAN NO. 5, 4} - Councilmember Martinez MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Charitable Ventures of Orange County Inc. for a one -time donation amount of $2,000, subject to non - substantive changes approved by the City Manager and the City Attorney. 251. AGMT NO. 2016 -143 - DONATION TO SUPPORT WILLARD NEIGHBORHOOD'S COMMUNITY CLEANUP EVENT {STRATEGIC PLAN NO. 5, 4} - Councilmember Reyna MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Charitable Ventures of Orange County Inc. for a one -time donation amount of $1,500, subject to non - substantive changes approved by the City Manager and the City Attorney. 25J. AGMT NO. 2016 -144 - DONATION TO SUPPORT A HEALTH EDUCATION AND PREVENTION PROGRAM {STRATEGIC PLAN NO. 5, 4} - Mayor Pro Tern Sarmiento MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Madison Park Neighborhood Association for a one -time donation amount of $1,500, subject to non - substantive changes approved by the City Manager and the City Attorney. 25K. AGMT NO. 2016 -145 - DONATION TO SUPPORT A SUMMER ENRICHMENT CAMP {STRATEGIC PLAN NO. 5, 4} - Mayor Pro Tern Sarmiento MOTION: - Authorize the City Manager and Clerk of the Council to execute an agreement with the Delhi Center for a one -time donation amount of CITY COUNCIL MINUTES 14 JUNE 7, 2016 1 OA -14 $2,500, subject to non - substantive changes approved by the City Manager and the City Attorney. 25L. AGMT NO. 2016 -146 - DONATION TO SUPPORT A SUMMER ENRICHMENT CAMP {STRATEGIC PLAN NO. 5, 4) - Councilmember Amezcua MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Delhi Center for a one -time donation amount of $1,000, subject to non - substantive changes approved by the City Manager and the City Attorney. 25M. AGMT NO. 2016 -147 - DONATION TO SUPPORT AN ANNUAL BLUE RIBBON EVENT {STRATEGIC PLAN NO. 5, 41 - Councilmember Amezcua MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Human Options Inc. for a one -time donation amount of $1,500, subject to non - substantive changes approved by the City Manager and the City Attorney. LAND USE MATTERS CONDITIONAL USE PERMIT/VARIANCES 31 A. CONDITIONAL USE PERMIT NO. 2016 -13 TO ALLOW A BANQUET FACILITY AND VARIANCE NO. 2016 -03 FOR A REDUCTION IN REQUIRED PARKING FOR CENTRO CULTURAL BANQUET HALL LOCATED AT 1002 EAST SEVENTEENTH STREET, UNIT M - RAUL BALDERRAMA, APPLICANT {STRATEGIC PLAN NO. 3, 2) - Planning and Building Agency Planning Commission approved recommended action on May 9, 2016, by a vote of 5 -0 (McLoughlin and Verino absent). MOTION: Receive and file the staff report denying Conditional Use Permit No. 2016 -13 and Variance No. 2016 -03. *Mayor Pulido abstained due to a potential conflict of interest and campaign contribution. 31 B. CONDITIONAL USE PERMIT NO. 2014 -16 TO ALLOW AN ALCOHOLIC BEVERAGE CONTROL LICENSE AT THE EL CORTEZ RESTAURANT LOCATED AT 1227 EAST SEVENTEENTH STREET — JOSEPH RODRIGUEZ, APPLICANT (STRATEGIC PLAN NO. 3, 2) - Planning and Building Agency CITY COUNCIL MINUTES 15 JUNE 7, 2016 1 0A -15 Planning Commission approved recommended action on May 9, 2016, by a vote of 4 -0 (Alderete, McLoughlin and Verino absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2014 -16. *Mayor Pulido abstained due to a potential conflict of interest and campaign contribution. 31 C. CONDITIONAL USE PERMIT NO. 2016 -16 TO ALLOW AN ALCOHOLIC BEVERAGE CONTROL LICENSE AT ROCKFIRE GRILL RESTAURANT AT 1945 EAST SEVENTEENTH STREET, SUITE 104 - RAJ SYAL, APPLICANT {STRATEGIC PLAN NO. 3, 2) - Planning and Building Agency Planning Commission approved recommended action on May 9, 2016, by a vote of 4 -0 (Alderete, McLoughlin and Verino absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2016 -16. 31 D. VARIANCE NO. 2016 -04 FOR A REDUCTION IN REQUIRED PARKING FOR THE SANTA ANA ARTS COLLECTIVE ADAPTIVE REUSE PROJECT LOCATED AT 1666 NORTH MAIN STREET - MICHELLE COULTER, APPLICANT {STRATEGIC PLAN NOS. 3, 2, 5; 5, 3, 41 - Planning and Building Agency Planning Commission approved recommended action on May 9, 2016, by a vote of 4 -0 (Alderete, McLoughlin and Verino absent). MOTION: Receive and file the staff report approving Variance Noe 2016 -04 as conditioned. 31 E. CONDITIONAL USE PERMIT NO. 2016 -21 TO ALLOW AN ALCOHOL BEVERAGE CONTROL LICENSE AT SUPER KING MARKET LOCATED AT 2741 WEST MACARTHUR BOULEVARD - DAVID WEISSGLASS, APPLICANT (STRATEGIC PLAN NO. 3,2)- Planning and Building Agency Planning Commission approved recommended action on May 23, 2016, by a vote of 5 -1 (Mill dissented; Bacerra absent). Councilmember Tinajero, expressed concern with project to approve a liquor license in his Ward; applicants who are proposing major business need to reach out to the councilmember in that area and discuss the impacts that it may pose; proposed to table matter for a few weeks however because Planning Commission has approved, the City Council must take action tonight to table CITY COUNCIL MINUTES 16 JUNE 7, 2016 1 0A -16 and set for public hearing; asked if applicant had contracted with consultant that may create a conflict for Mayor. Planning and Building Agency Executive Director Haghani, indicated that he could not confirm or deny who the applicant had contracted with, but conversation on that matter held at the Planning Commission meeting. Councilmember Tinajero, motioned to de novo matter and schedule a public hearing, seconded by Councilmember Amezcua to allow applicant to meet with Councilmember. Councilmember Benavides, fair request and asked what if any impacts delay would have on opening. Planning and Building Agency Executive Director Haghani, confirmed that proposed action is approval of a conditional use permit to sell alcohol; the supermarket opening can continue. Councilmember Tinajero, stated that it was a matter of courtesy since applicant has not reached out to all councilmembers. Mayor Pulido, asked the City Attorney that if Planning Commission decision was overturned if there had to be findings. City Attorney Carvalho, indicated that Planning Commission decisions are quasi - judicative decision; City Council may consider de novo hearing; if decision overturned will require findings to support determination. Councilmember Tinajero, would like to discuss operation of business and may find that there is no issue; would like to schedule meeting to do due diligence as a councilmember. Planning and Building Agency Executive Director Haghani, will need time to notice public hearing item. Mayor Pulido, noted that location is former Ralph's Supermarket. Councilmember Tinajero, stated that former is a large and reputable supermarket, but does not know business practice of incoming business. Councilmember Martinez, asked what it does to applicant if matter scheduled for a month out; from a planning perspective what is the process to obtain a Conditional Use Permit (CUP); what is time frame for other applicants and is this consistent with other applications? Planning and Building Agency Executive Director Haghani, noted that Santa Ana Municipal Code (SAMC) current practice is an anomaly; normal case is 3 -4 CITY COUNCIL MINUTES 17 JUNE 7, 2016 1 0A -17 months and if CUP delayed it may delay their opening tentatively scheduled for the end of the month. Mayor Pro Tern Sarmiento, important to follow procedure; remember other ABC licenses in the Downtown had additional conditions considered in the past; received communication from UFCW; have had applicants work with unions in amicable environment; need comfort level to move forward and be fair to working families. City Attorney Carvalho, specified that according to the Santa Ana Municipal Code the Planning Commission decision becomes final after 10 -day appeal period expires and decision are final after first regular meeting of the City Council; need majority vote to set public hearing and when matter before City Council for consideration will be bound to land use restrictions and need findings to support decision. Councilmember Martinez, does not want to postpone decision that will hurt applicant from opening business; important for applicant to reach out to all councilmembers. City Attorney Carvalho, clarified that item will be effective tomorrow unless the City Council votes to schedule a public hearing. Councilmember Tinajero, motion to approve de novo hearing for 30 days. Mayor Pulido, asked if only purpose is to encourage union membership if it within legal right. Mayor Pro Tern Sarmiento, clarified that his comments were to allow conversation and courtesy extended to bargaining units. City Attorney Carvalho, indicated that public hearing can only be set to discuss findings for a conditional use permit — consistent with existing general plan, zoning, is it likely to create nuisance and make determinations. Planning and Building Agency Executive Director Haghani, offered that Planning Commission has approved CUP with certain conditions. Clerk of the Council Huizar, mentioned that if it's a matter of noticing hearing, can publish in time for June 21, 2016 City Council meeting. Councilmember Tinajero, may not be ready to consider matter in two weeks but at said meeting may continue the public hearing. MOTION: Table matter and direct staff to schedule a fully noticed de novo hearing for two weeks. MOTION: Tinajero SECOND: Sarmiento CITY COUNCIL MINUTES 18 JUNE 7, 2016 1OA -18 VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) * *END OF CONSENT CALENDAR ** BUSINESS CALENDAR ITEMS AGENDA ITEMS CONSIDERED OUT OF ORDER RESOLUTIONS 55E. RESOLUTION TO ESTABLISH A HOTEL DEVELOPMENT INCENTIVE PROGRAM {STRATEGIC PLAN NO. 3, 3C} - Community Development Agency Matter continued from the April 19, 2016 City Council meeting at the request of staff. The following speakers addressed the City Council: • Avelino Valencia III, representing Assemblyman Tom Daly, read letter of support for incentive program. • Ernesto Medrano, Council Representative at Los Angeles / Orange Counties Building and Construction Trades Council, urged approval of program; labor unions actively participated in development of program. • Ryan Esfahani, representing the Kennedy Commission, supports item; encourage continued discussion with community on similar projects. • Shakeel Syed, incoming Executive Director of OCCORD, expressed support; active participation with community. • Ada Briceno, representing Unite Local 11, supports item; will provide local incentives; model for other cities. Mayor Pro Tern Sarmiento, thanked United Local 11, Building Trades and staff; 2014 County had 46 million visitors attracts many from the outside and creates opportunity for Santa Ana; Harbor Blvd may extend area of opportunities; create quality jobs for residents; fully supports item. Councilmember Benavides, thanked staff and opportunities created. CITY COUNCIL MINUTES 19 JUNE 7, 2016 1 0A -19 MOTION: Adopt a resolution. RESOLUTION NO. 2016 -034 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO ESTABLISH A HOTEL DEVELOPMENT INCENTIVE PROGRAM MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: OATH OF OFFICE SECOND: Tinajero Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) None (0) None (0) None (0) ADMINISTERED BY THE CLERK OF THE COUNCIL TO FRANK J. GUTIERREZ, ARTS AND CULTURE COMMISSIONER Councilmember Martinez left the meeting at 8:04 p.m. and did not return. COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. PROVIDE DIRECTION TO STAFF REGARDING A REQUEST FOR QUALIFICATION FOR THE 3RD STREET & BROADWAY SITE ORIGINALLY ISSUED ON MAY 3, 2013, THEN REISSUED ON SEPTEMBER 16, 2014 - Mayor Pro Tern Sarmiento and Councilmember Benavides Mayor Pro Tem Sarmiento, thanked colleagues Benavides and Martinez for serving on Development and Transportation Council Committee who discussed the old YMCA and specific site to incentivize development, creating jobs and opportunities. Would like to take matter out of Committee and bring to full City Council for comment and provide direction. Councilmember Benavides, noted that matter Request for Qualification issued 3 years ago; item revised and reissued to include specific request; held several meetings on the matter. Motion by Councilmember Benavides, seconded by CITY COUNCIL MINUTES 20 JUNE 7, 2016 1 OA -20 Mayor Pro Tom Sarmiento to direct staff to bring back options for City Council to consider within 30 days. Mayor Pro Tom Sarmiento, need to create finality with last standing applicant or move forward with other opportunities. Mayor Pulido, would like to add for consideration approval of a development agreement; noted that he received an email from Councilmember Benavides with recommendation that include sureties bonds and performance standards and elements required in a development agreement. Email needs to be entered into the record. Maker of the motion agreed to include friendly amendment. City Manager Cavazos, cautioned that proposal received, but have not been able to ascertain the financial threshold criteria, i.e, the finances to enter into negotiations; development agreement entered into usually after meeting criteria thus agreement may have some blanks but will take direction from the City Council. Mayor Pulido, wanted to make clear in the motion that development agreement is one of the options that should be considered by the City Council. FRIENDLY AMENDED MOTION: Direct staff to bring back options for consideration including development agreement within 30 days. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC HEARING SECOND: Sarmiento Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) None (0) None (0) Martinez (1) 75F 1 -2. PUBLIC HEARING - ADOPTION OF CITY BUDGET FISCAL YEAR 2016 -2017; SEVEN -YEAR CAPITAL IMPROVEMENT PROGRAM (CIP) FROM FISCAL YEAR 2016 -2017 THROUGH FISCAL YEAR 2022 -2023; AMEND AND RE- ESTABLISH THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLANS AND FISCAL YEAR 2016 -2017 MISCELLANEOUS FEE RESOLUTION (STRATEGIC PLAN 4, 2A) - Finance and Management Services Legal Notice published in the Orange County Reporter on May 27, 2016 and June 3, 2016. CITY COUNCIL MINUTES 21 JUNE 7, 2016 1 OA -21 Council discussion ensued Mayor Pulido, requested addition of $100,000 to the Cabrillo Tennis Center in order to build 2 tennis courts; owner is willing to put in the delta to construct courts. Councilmember Tinajero, supports current budget as recommended; may include request in next year's budget. Mayor Pro Tem Sarmiento, noted that additional changes may be considered in the future; not prepared to vote now. City Manager Cavazos, indicated that budget has several hundred thousand dollars for request, for proposal projects; did meet with operator of Cabrillo Center and promised a pro -forma and analysis report; commit to the Council that after he meets with operator will bring back to the City Council for consideration. Councilmember Benavides, noted that City Council had previously discussed staffing changes in the Clerk of the Council office to allow for additional duties such as voter outreach. Motion to create a line item to add an Assistant Clerk of the Council and designate some funds; seconded by Pulido. Councilmember Tinajero, asked that before taking action on that matter request meeting with the Clerk of the Council to discuss some concerns with out of class responsibilities; concerned that if they add staff want to make sure that job responsibilities consistent with scope of the position and then approve. Councilmember Benavides, asked for clarification on the request. Clerk of the Council Huizar, responded that request was for an Assistant Clerk to assist with voter outreach and other responsibilities. Councilmember Tinajero, important for responsibilities to stay within the scope. Councilmember Benavides, asked if allocation of funds had to be included. City Manager Cavazos, said that motion to add a position was appropriate and noted that $100,000 was added to the budget for voter outreach and can add $50,000 Clerk of the Council Huizar, indicated that request was a reclassification of an existing Senior Deputy Clerk of the Council to an Assistant Clerk and the addition of a Deputy Clerk City Manager Cavazos, budget changes need to be made now to finalize the budget on June 21st. CITY COUNCIL MINUTES 22 JUNE 7, 2016 1 OA -22 Councilmember Tinajero, indicated that he would be dissenting from that item because he had concerns with expanding the department. Councilmember Reyna, reported that Joint Use Committee and PREY have discussed a pilot program for a joint use agreement to keep the shell of the school open from 6 p.m. to 10 p.m. to create sustained change in the community, recommended $250,000 for a pilot program to work with the school district in doing a joint use agreement; matter would be referred to Joint Use Committee to review schools and recommendations Councilmember Tinajero, more supportive of joint use agreement than tennis courts because they have significant impact with the schools; cognizant and value with request. Councilmember Amezcua, sits on joint use committee and supports request. Mayor Pro Tern Sarmiento, supports the joint use effort; sat with Councilmember Martinez and Councilmember Tinajero, and Mayor Pro Tem Sarmiento, sat on PREY Committee and did a few joint use agreements; thanked City Manager for proposing a budget that increases number of police officers, would like to get back to numbers before the recession and thanked for funding youth programs such as Delhi Center and other centers; on the tennis courts he said it was good to leverage two courts that are assets to the City; was a line item last budget but removed but used to address homeless issues. City Manager Cavazos, summarized requests; motion to approve as recommended and add consensus item which is $250,000 for joint use agreement. Councilmember Benavides, indicated that Clerk office change is for $75,000. Councilmember Amezcua, requested information of role and responsibilities of Clerk. AMENDED MOTION NO. 1: 1. Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2900 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROPRIATING MONIES TO THE SEVERAL OFFICES, AGENCIES, AND DEPARTMENTS OF THE CITY FOR FISCAL YEAR BUDGET PERIOD COMMENCING JULY 1, 2016 2. Adopt a Seven -Year Capital Improvement Program (CIP) beginning fiscal year 2016 -2017 through fiscal Year 2022 -2023 per Orange County Transportation Authority (OCTA) Measure M2 eligibility requirement. 3. Adopt resolutions. CITY COUNCIL MINUTES 23 JUNE 7, 2016 1 OA -23 RESOLUTION NO. 2016 -035 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLANS TO EFFECT CERTAIN CHANGES. * * ** RESOLUTION NO. 2016 -036 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A UNIFORM SCHEDULE OF MISCELLANEOUS FEES FOR FISCAL YEAR 2016 -2017 4. Develop a pilot Joint Use Agreement with the Santa Ana Unified School District and appropriate $250,000. MOTION: Reyna SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez (1) Councilmember Tinajero, dissented on addition of Assistant Clerk of the Council position as noted in Amended Motion No. 3 and reflected in Section 3A of said Resolution. AMENDED MOTION NO. 2: Direct staff to leverage $100,000 for construction of two tennis courts at Cabrillo Tennis Center MOTION: Pulido VOTE: AYES: Amezcua, Benavides, Pulido, Sarmiento (4) NOES: Reyna, Tinajero (2) ABSTAIN: None (0) ABSENT: Martinez (1) AMENDED MOTION NO. 3: Create a line item in the budget to add the Assistant Clerk of the Council position and appropriate $75,000 MOTION: Benavides VOTE: AYES: NOES SECOND: Pulido Amezcua, Benavides, Pulido, Reyna, Sarmiento, (5) Tinajero (1) CITY COUNCIL MINUTES 24 JUNE 7, 2016 1 OA -24 ABSTAIN: ABSENT None (0) Martinez (1) • Jered Elmore, had submitted a Request to Speak form on public hearing; asked three questions as they pertained to transfer of senior management analyst position in Public Works Agency from Administrative Services to Water Resources. - Councilmember Benavides, would like staff to provide answers and information and asked that speaker submit questions via email. • Mayor Pro Tern Sarmiento, left at 8:26 p.m. and did not return. EMERGENCY ORDINANCE 50A. EMERGENCY ORDINANCE ADOPTING A 45 -DAY MORATORIUM ON THE ESTABLISHMENT, OPERATION OR EXPANSION OF ANY BOARDINGHOUSE, LODGING HOUSE, ROOMING HOUSE USE OR MULTIPLE TENANCIES IN A SINGLE APARTMENT UNIT {STRATEGIC PLAN NO. 5, 4)- Planning and Building Agency MOTION: Adopt an emergency ordinance. (Requires five affirmative votes) MOTION: Tinajero SECOND: Benavides VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Sarmiento (2) * *Clerk of the Council Huizar, indicate that several speakers had submitted Request to Speak forms on the matter; may need to veto earlier action. Mayor Pulido, reconsidered item to allow for public speakers. City Attorney Carvalho, stated that Brown Act requires speakers to address the City Council before action considered; five members required to reconsider CITY COUNCIL MINUTES 25 JUNE 7, 2016 1 OA -25 emergency ordinance; may take public comments and continue matter for two weeks. Planning and Building Agency Executive Director Haghani, said that proposed action may alleviate neighborhood impacts Mayor Pulido, stated that Mayor Pro Tern Sarmiento had expressed concerns with unintended consequences and will allow the public to speak on the matter. The following speakers addressed the City Council: • Marylou Ontiveros, expressed concerns with proposed sober living at Mauna Lau Apartments that abut her property; area not conducive for type of business proposed. • Brenda Vargas, thanked the City Council for continuing matter to allow Mayor Pro Tern to consider matter. • Kathleen Dolaway, supports long term residents of apartment complex, but not of proposed business; important to protect residents. • Robert Mann, representing Sober Living Coalition, opined that proposed ordinance does not clarify if it does affect sober living environments; offered staff assistance to draft ordinance. • Sam Ford, requested clarification of action; also, expressed concern that sober living facilities do not perform background checks. - Mayor Pulido, indicated that discussion of moratorium continued for 2 weeks. MOTION: Continue consideration of matter for 2 weeks. MOTION: Tinajero SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Sarmiento (2) RESOLUTIONS 55A. RESOLUTION AMENDING VALLEY HIGH PERMIT PARKING DISTRICT TO INCLUDE THE CENTENNIAL PARK NEIGHBORHOOD {STRATEGIC PLAN NO. 5, 4) - Public Works Agency MOTION; Adopt a resolution. CITY COUNCIL MINUTES 26 JUNE 7, 2016 1 OA -26 RESOLUTION NO. 2016 -041 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING RESOLUTION 1993 -077 RELATED TO THE VALLEY HIGH PERMIT PARKING DISTRICT FOR THE PURPOSE OF EXPANDING SUCH DISTRICT TO INCLUDE THE CENTENNIAL PARK NEIGHBORHOOD MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC HEARINGS SECOND: Pulido Amezcua, Benavides, Pulido, Reyna, Tinajero (5) None (0) None (0) Martinez, Sarmiento (2) AGENDA ITEMS CONSIDERED OUT OF ORDER 75A. PUBLIC HEARING - ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF NOVA ACADEMY EARLY COLLEGE HIGH SCHOOL AND RESOLUTION APPROVING THE ISSUANCE OF BONDS (STRATEGIC PLAN NO. 3, 2) - Community Development Agency Legal Notice published in the Orange County Register on May 24, 2016. Mayor Pulido opened the Public Hearing; there were no speakers and Hearing closed. MOTION: 1. Conduct a Tax Equity and Fiscal Responsibility Act Hearing (TEFRA) in consideration of the issuance of tax - exempt bond financing by the California Municipal Finance Authority on behalf of the Nova Academy Children's Foundation, Inc., for the benefit of NOVA Academy Early College High School, to finance the costs of (a) acquiring land and education and related facilities located at 500 W. Santa Ana Blvd., City of Santa Ana, County of Orange, California, for use by Nova Academy Early College High School, currently serving students in grades 9 -12; (b) funding a debt service reserve fund for the Bonds; (c) paying capitalized interest on the Bonds; and (d) paying certain Bond issuance expenses (collectively, the "Project "). 2. Adopt a resolution. CITY COUNCIL MINUTES 27 JUNE 7, 2016 1 OA -27 RESOLUTION NO. 2016 -037 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF REVENUE BONDS BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY IN ONE OR MORE SERIES IN A MAXIMUM AMOUNT OF $19,000,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION OF CERTAIN FACILITIES FOR THE BENEFIT OF NOVA ACADEMY CHILDREN'S FOUNDATION OR AN AFFILIATE THEREOF MOTION: Tinajero SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Sarmiento (2) 75B. PUBLIC HEARING - ISSUANCE OF OBLIGATIONS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY FOR THE BENEFIT OF ORANGE COUNTY SCHOOL OF THE ARTS - {STRATEGIC PLAN NO. 2, 4) - Community Development Agency Legal Notice published in the Orange County Register on May 24, 2016. Mayor Pulido opened the Public Hearing; there were no speakers and Hearing closed. MOTION 1. Conduct a Tax Equity and Financial Responsibility Act (TEFRA) hearing in consideration of issuance of tax - exempt obligations by the California Enterprise Development Authority for the purpose of financing and refinancing school facilities located at 800 North Bush Street, 801 North Main Street, 902 North Main Street, 906 North Main Street, 1000 North Main Street, 1010 North Main Street, 1018 North Main Street, 1104 North Main Street, 1107 North Main Street, 1110 North Main Street, 123 East 11th Street, 900 North Sycamore Street, 912 North Sycamore Street, 921 North Sycamore Street, 839 North Broadway, 843 North Broadway, 845 North Broadway, 915 North Broadway, 919 North Broadway, 201 West Washington Avenue, and 207 West Washington Avenue, Santa Ana, California for the benefit of Orange County School of the Arts, The Legacy Fund and /or The Opus Fund, LLC. 2. Adopt a resolution. CITY COUNCIL MINUTES 28 JUNE 7, 2016 1 OA -28 RESOLUTION NO. 2016 -038 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF TAX - EXEMPT OBLIGATIONS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000 TO FINANCE AND REFINANCE VARIOUS SCHOOL FACILITIES OWNED BY ORANGE COUNTY SCHOOL OF THE ARTS, THE LEGACY FUND, AND /OR THE OPUS FUND, LLC MOTION: Tinajero SECOND: Benavides VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Sarmiento (2) 75C. PUBLIC HEARING - ISSUANCE OF OBLIGATIONS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY FOR THE BENEFIT OF ORANGEWOOD REAL PROPERTY AND SAMUELI ACADEMY (STRATEGIC PLAN NO. 2, 4) - Community Development Agency Legal Notice published in the Orange County Register on May 24, 2016. Mayor Pulido opened the Public Hearing; there were no speakers and Hearing closed. MOTION: 1. Conduct a Tax Equity and Financial Responsibility Act (TEFRA) hearing in consideration of issuance of tax - exempt obligations by the California Enterprise Development Authority for the purpose of financing and refinancing educational and related facilities located at 1901 and 1919 North Fairview Street, Santa Ana, California, for the benefit of Orangewood Real Property, LLC and Samueli Academy. 2. Adopt a resolution. RESOLUTION NO. 2016 -039 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF TAX - EXEMPT OBLIGATIONS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,750,000 TO FINANCE AND REFINANCE VARIOUS SCHOOL FACILITIES OWNED BY ORANGEWOOD REAL PROPERTY, LLC CITY COUNCIL MINUTES 29 JUNE 7, 2016 1 OA -29 MOTION: Benavides SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Sarmiento (2) 75D. PUBLIC HEARING - ORDINANCE REGARDING CODE ENFORCEMENT CITATION AUTHORITY (STRATEGIC PLAN NOS. 1, 3, 4, 5) - Planning and Building Agency Legal Notice published in the Orange County Reporter on May 27, 2016. Mayor Pulido opened the Public Hearing; there were no speakers and Hearing closed. MOTION: Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2901 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 1 OF THE SANTA ANA MUNICIPAL CODE REGARDING CODE ENFORCEMENT CITATIONS. MOTION: Tinajero SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Sarmiento (2) 75E. PUBLIC HEARING — URBAN WATER MANAGEMENT PLAN [NON - GENERAL FUND] {STRATEGIC PLAN NOS. 5, 2 & 6, 1) - Public Works Agency Legal Notice published in the Orange County Reporter on May 20, 2016 and May 27, 2016. Mayor Pulido opened the Public Hearing; there we no speakers and Hearing closed. MOTION: Adopt a resolution. CITY COUNCIL MINUTES 30 JUNE 7, 2016 1 OA -30 RESOLUTION NO. 2016 -040 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE 2015 URBAN WATER MANAGEMENT PLAN FOR THE CITY OF SANTA ANA MOTION: Amezcua VOTE: AYES: NOES: ABSTAIN ABSENT: EMERGENCY ORDINANCE SECOND: Tinajero Amezcua, Benavides, Pulido, Reyna, Tinajero (5) None (0) None (0) Martinez, Sarmiento (2) 50A. AGENDA ITEM RECONSIDERED (See Page 25 for details) • Councilmember Tinajero, left at 8:47 p.m, and did not return. CITY COUNCIL RECESSED AT 8:47 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED THE CITY COUNCIL MEETING AT 8:49 P.M. WITH SAME MEMBERS PRESENT. PUBLIC COMMENTS (NON- AGENDIZED ITEMS) • Robert Flournoy, spoke of efforts to fight hunger and acknowledged organizations that have assisted. 90A. CITY MANAGER'S COMMENTS • City Manager Cavazos, commented on success of Police Department Open House CITY COUNCIL MINUTES 31 JUNE 7, 2016 1 OA -31 AGENDA ITEMS CONSIDERED OUT OF ORDER MOTION: Approve Agenda Item Nos. 55B, 55C, 55D, 55F, 55G and 65A. MOTION: Amezcua SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Pulido, Reyna (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Sarmiento, Tinajero (3) 55B. RESOLUTION AMENDING MABURY PARK PERMIT PARKING DISTRICT TO INCLUDE THE GRAND SUNSHINE NEIGHBORHOOD {STRATEGIC PLAN NO. 5, 4) - Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2016 -042 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING RESOLUTION 2005 -028 RELATED TO THE MABURY PARK PERMIT PARKING DISTRICT FOR THE PURPOSE OF EXPANDING SUCH DISTRICT TO INCLUDE THE GRAND SUNSHINE NEIGHBORHOOD 55C. RESOLUTION AMENDING LOGAN PERMIT PARKING DISTRICT TO EXPAND SAID DISTRICT {STRATEGIC PLAN NO. 5, 4) - Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2016 -043 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING RESOLUTION 2006 -054 RELATED TO THE LOGAN PERMIT PARKING DISTRICT FOR THE PURPOSE OF EXPANDING SUCH DISTRICT 55D. RESOLUTION AUTHORIZING THE SUBMISSION OF APPLICATIONS FOR BICYCLE CORRIDOR IMPROVEMENT PROGRAM GRANTS (STRATEGIC PLAN NO. 1, 3B) - Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2016 -044 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING APPLICATION FOR FUNDING FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM FUNDED WITH CITY COUNCIL MINUTES 32 JUNE 7, 2016 1 OA -32 CONGESTION MITIGATION AND AIR QUALITY IMPROVEMENT PROGRAM FUNDING UNDER THE MOVING AHEAD FOR PROGRESS IN THE 21ST CENTURY AND FIXING AMERICAS SURFACE TRANSPORTATION FEDERAL TRANSPORTATION ACT 55F. RESOLUTION TO APPROVE THE RELOCATION PLAN FOR THE FIRST STREET APARTMENTS PROJECT {STRATEGIC PLAN NO 5, 3C} - Community Development Agency MOTION: Adopt a resolution. RESOLUTION NO. 2016 -045 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE RELOCATION PLAN FOR RESIDENTIAL PROPERTY LOCATED AT 1440 E. FIRST STREET 55G. RESOLUTION AUTHORIZING SUBMITTAL OF AN APPLICATION AS A JOINT APPLICANT WITH META HOUSING CORPORATION FOR THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM {STRATEGIC PLAN NO. 5, 3 & 6} - Community Development Agency MOTION: Adopt a resolution. RESOLUTION NO. 2016 -046 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SUBMITTAL OF AN APPLICATION FOR FUNDING UNDER THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM AS JOINT APPLICANTS WITH META HOUSING CORPORATION, AND, IF AWARDED, AUTHORIZING THE CITY TO ENTER INTO A CONTRACT WITH DEVELOPER UTILIZING THE GRANT FUNDS TO CONSTRUCT THE TRANSPORTATION RELATED INFRASTRUCTURE FOR THE SANTA ANA ARTS COLLECTIVE PROJECT REPORTS 65A. MATER DEI APPENDIX ANALYSIS AND UPDATE {STRATEGIC PLAN NO. NOT APPLICABLE} - City Manager's Office MOTION: Matter continued to a future meeting at the request of the applicant. CITY COUNCIL MINUTES 33 JUNE 7, 2016 1 OA -33 COMMENTS 90B. CITY COUNCILMEMBER COMMENTS Councilmember Amezcua: • Staff to prepare letter to send to Santa Ana Unified School District and have delivered to school parents before end of school year about the increased illegal fireworks fines; • Thanked staff for efforts in preparing City budget; and • Acknowledged Fire Chief Anderson for drowning prevention month. Councilmember Reyna: • Congratulated all graduates and asked that they thank those who assisted • Wished all a Happy Father's Day; • Urged all to conserve water; and • Shop Santa Ana and look forward to upcoming Shop Santa Ana video. Councilmember Benavides: • Would like staff to promote the Centennial Fireworks event in conjunction inform all about increased fines for illegal fireworks; and • Support local shops. Mayor Pulido: • Adjourned in memory of his father -in -law, Robert Saari and Amin David. ADJOURNED- 8:59 p.m. - The next meeting of the City Council is scheduled for Tuesday, June 21, 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. ADJOURN IN MEMORY OF ROBERT SAARI AND AMIN DAVID Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Community Engagement Program • 2016 General Election • Economic Development Strategic Plan CITY COUNCIL MINUTES 34 JUNE 7, 2016 1 OA -34 0: CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: ORDINANCE - SECOND READING: AMENDING CHAPTER 1 OF THE SANTA ANA MUNICIPAL CODE REGARDING CODE ENFORCEMENT CITATIONS r � M. "Onel- .� Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For _ CONTINUED TO FILE NUMBER On June 7, 2016, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 5 -0 (Martinez and Sarmiento absent): ORDINANCE NO. NS -2901 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 1 OF THE SANTA ANA MUNICIPAL CODE REGARDING CODE ENFORCEMENT CITATIONS STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. 4D— /lid Maria D. Huizar, Clerk of the Council EXHIBIT: 1. Ordinance No. NS -2901 11 A -1 11 A -2 AV 05/17/16 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 1 OF THE SANTA ANA MUNICIPAL CODE REGARDING CODE ENFORCEMENT CITATIONS. 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. This ordinance came before the City Council of the City of Santa on May 17, 2016. B. The Request for Council Action for this ordinance dated June 7, 2016, and duly signed by the City Manager, shall, by this reference, be incorporated herein, and together with this ordinance, any amendments or supplements. C. All provisions of the Santa Ana Municipal Code which are repeated herein are repeated solely in order to comply with the provisions of Section 418 of the City Charter. Any such restatement of existing provisions of the Code is not intended, nor shall it be interpreted, as constituting a new action or decision of the City Council, but rather such provisions are repeated for tracking purposes only in conformance with the Charter. Section 2. Section 1 -18.1 of Chapter 1 of the Santa Ana Municipal Code is hereby amended to read as follows: Sec, 1 -18.1 - Planning and building agency authority to issue citations. The executive director of the planning and building agency, the planning manager, the building safety manager, community preservation inspectors, code enforcement inspectors, senior building inspectors, and building inspectors have the duty to enforce the following provisions of this Code: Chapter 8, 10, 16 -18, 21, 26, 36, and Chapter 41, The above listed officers and employees also have the duty to enforce sections 27551, 27671 and 27672 of the Health and Safety Code of the State of California with respect to sales of food from vehicles. The above listed officers and employees shall also have the duty to enforce permit parking districts established by the city. The above - listed officers and employees are authorized to arrest persons without a warrant whenever they have reasonable cause to believe that the person to be arrested has committed a violation of said provisions in their presence. In any case in which a person is arrested pursuant to this section, and the person arrested does not demand to 11 A -3 be taken before a magistrate, said officer or employee making the arrest shall prepare a written notice to appear and release the person on his or her promise to appear as prescribed by Chapter 5C, Title III, Part 2 of the Penal Code of the State of California (commencing with Section 853.5). Section 6. Any provision of the Code that is inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance. Section 7. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 8. This ordinance shall become effective thirty days after its adoption by the City Council. ADOPTED this __ _, day of 2016 APPROVVP AS TO FORM: Sonia R. firvalJjo,,PityAttorney SaDdra`M. Schwarzmann Senior Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers Miguel A. Pulido Mayor 11 A -4 NOT PRESENT; Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 A -5 11 A -6 D0161• CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: ORDINANCE - SECOND READING: APPROPRIATING MONIES TO THE SEVERAL OFFICES, AGENCIES, AND DEPARTMENTS OF THE CITY FOR FISCAL YEAR BUDGET PERIOD COMMENCING JULY 1, 2016 {STR,�F� PLAN N(?5, 1) �/, CITY MANAGE RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On June 7, 2016, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 6 -0 (Martinez absent): ORDINANCE NO. NS -2900 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROPRIATING MONIES TO THE SEVERAL OFFICES, AGENCIES, AND DEPARTMENTS OF THE CITY FOR FISCAL YEAR BUDGET PERIOD COMMENCING JULY 1, 2016 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. (Jj D Maria D. Huizar, Clerk of the Council EXHIBIT: 1. Ordinance No. NS -2900 11B-1 11 B -2 jmf 05124/2016 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROPRIATING MONIES TO THE SEVERAL OFFICES, AGENCIES, AND DEPARTMENTS OF THE CITY FOR FISCAL YEAR BUDGET PERIOD COMMENCING JULY 1, 2016 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 Manager has prepared and submitted to the City Council, pursuant to Section 605 of the City Charter, a proposed budget for expenditures for the fiscal year commencing July 1, 2016. B. In accordance with Section 606 of the City Charter, a public hearing has been held upon the proposed budget of expenditures after notice of such public hearing had been published in the manner prescribed in Section 606 of the City Charter. C. The proposed budget of expenditures duly submitted and considered as herein stated, together with any supplemental revisions and amendments thereto, was approved, adopted, and fixed by the City Council as the budget of the City for fiscal year 2016 -2017, commencing July 1, 2016, in the amounts and for the funds, purposes, functions, department activities, and programs as therein set forth, including the Seven -Year Capital Improvement Program Plan update per Orange County Transportation Authority Measure M2 eligibility requirement. The adopted budget, including any supplemental revisions and amendments, together with a copy of the appropriation ordinance, shall be placed in the official files of the Clerk of the Council. Section 2. There are hereby appropriated to the several offices, agencies, and departments of the City, being the respective object and purposes specified in that certain document entitled "Fiscal Year 2016 -2017 City Budget', a copy of which is on file in the Office of the Clerk of the Council, out of the various funds of the City for fiscal year 2016 -2017, the several amounts stated as proposed expenditures from such funds, respectively, in those columns of the Budget that are headed "FY 16 -17'. Each aggregate of expenditures so specified in the Budget for the fiscal year for each program shall be deemed to be an appropriation for a single object and purpose within EXHIBIT 1 Ordinance No. NS -xxx Page 1 of 3 11 B -3 jnif 05/2412016 the meaning of Section 609 of the City Charter, except that as to any office, department, or agency of the City for which more than one program is designated in Section 2 (General Fund Operating Budget) of the Budget, the aggregate expenditure authorized for all programs in Section 2 of each such office, department, or agency shall be deemed to be an appropriation for a single object and purpose within the meaning of Section 609 of the City Charter. Section 3. The appropriations hereby made shall constitute the maximum expenditures authorized for the several offices, agencies, and departments opposite which the amounts of such appropriations are shown in the Budget. Section 4. No warrant shall be issued or indebtedness incurred for any purpose that exceeds the unexpended balance of the appropriations established by this ordinance, unless such appropriation shall have been amended or supplemented by the City Council in the manner set forth in Section 609 of the City Charter, The City Manager is hereby authorized to make revisions between the items included within any such appropriation if, in his opinion, such revisions are necessary and proper. Section 5. In accordance with Governmental Accounting Standards Board Statement 54, the City Manager or his designee is hereby authorized, as of the date of this ordinance, to allocate assigned governmental funds' balances to specific programs and activities as deemed necessary and proper. Section 6. The Executive Director of Finance and Management Services is hereby authorized to transfer monies in accordance with the Interfund Transfers listed in the Budget in such amounts and at such times during the fiscal year as he may determine necessary to the competent operation and control of City business, except that no such transfer shall be made in contravention of State law or City ordinance or exceed in total the amount stated herein or as amended by the City Council. Section 7. One certified copy of this appropriation ordinance together with a certified copy of each amendment thereto shall be transmitted by the Clerk of the Council to the Executive Director of Finance and Management Services. Section 8. The City Council of the City of Santa Ana hereby adopts the updated Seven -Year Capital Improvement Program, as set forth in the 2016 -2017 City Budget. Section 9. Upon and from the effective date of this ordinance, expenditures of monies appropriated hereby are authorized beginning July 1, 2016. Section 10. The Clerk of the Council shall cause the title of this ordinance to be published as required by law. Ordinance No. NS -xxx Page 2 of 3 11 B -4 jm! 05/2412016 Section 11, All presently applicable documentation pertaining to the number, titles, qualifications, powers, duties, or compensation of officers or employees of the City, which has been previously approved by resolution or order of the City Council and which is currently on file with the Executive Director of Personnel Services, is incorporated herein and is hereby approved. The City Manager is authorized to create, alter, or abolish any position of employment, or the number, title, qualifications, powers, duties, or compensation thereof, when such action is appropriate to promote the efficiency of the City administrative organization; provided, however, that no such action shall be effective unless and until approved by resolution or order of the City Council. ADOPTED this day of 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 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 the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date Clerk of the Council City of Santa Ana 11B-5 Ordinance No. NS -xxx Page 3 of 3 11 B -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR MAY 2016 {STRATEGIC PLAN NO. 5, 1) CITY MANAGER RECOMMENDED ACTION .e3w�.t:+[�73s%1�1� CaIR�F:3�•7r I>t► ❑ As Recommended ❑ As Amended ❑ Ordinance on "t Reading ❑ Ordinance on 2ne Reading ❑ Implementing Resolution ❑ Set Public Hearing For„_ CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for May 2016. DISCUSSION The May 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: http: / /www.santa- ana.org /strategic - planning/ 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: JUNE 21, 2016 TITLE: SENIOR MOBILITY PROGRAM UPDATE {STRATEGIC PLAN NO. 5,4131 I CITY MANAGE RECOMMENDED ACTION Receive and file the Senior Mobility Program update. DISCUSSION CLERK OF COUNCIL USE ONLY: \ *ITJ4 i ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 of Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution Set Public Hearing For CONTINUED TO 51IiA4gllNT,1114:7 The City entered into an agreement with the Orange County Transportation Authority (OCTA) to provide transportation services for Santa Ana seniors. The current term of the agreement is for five years and expires on June 30, 2016. The agreement is subject to an extension for another five -year period, through June 30, 2021, at the discretion of OCTA. On March 15, 2016 the City Council approved an agreement amendment with OCTA to modify the existing scope. On May 3, 2016, City Council approved the OCTA Service Plan, in the format developed by OCTA, in order for OCTA to draft an agreement amendment that will be presented to the OCTA Board for approval. The original intent was to obtain City Council approval of the agreement amendment prior to June 30, 2016 after the approval by the OCTA Board, however, due to processes at the County the agreement has not been finalized. On May, 16, 2016, OCTA notified the City that the pending agreement amendment providing a 5- year extension and revised Service Plan will not be provided to City Council before June 30, 2016, as originally planned. As a result of the delay, the City will not have an agreement in place to allow the Senior Mobility Program to operate as specified in the new Service Plan after June 30, 2016 and the program will have to continue operations under the limited scope currently in place. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy B - Improve neighborhood quality by locating or providing access to complementary services and public 19D -1 Senior Mobility Program Update June 21, 2016 Page 2 facilities, including access to healthy food options (community gardens, farmers' markets, corner markets, etc.) in neighborhoods. FISCAL IMPACT There is no fiscal impact associated with this item. Gerardo Mouet I Executive Director Parks, Recreation and Community Services Agency 19D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: INTERNAL AUDIT PROJECT PLAN FOR THE FISCAL YEAR - ENDING JUNE 30, 2017 (STRATEGIC PLAN NO. 4, 1) CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: FTAT"JUMOVIffill ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 21' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Internal Audit project plan for the fiscal year- ending June 30, 2017. DISCUSSION Safeguarding the City's assets and resources is a top priority for the Finance and Management Services Agency (FMSA). As part of its effort to enhance the City's internal control environment, FMSA has hired a new Senior Accountant /Internal Auditor to work under the guidance of the Supervising Accountant. This position will assist the City in evaluating organizational risks, analyze existing operations, and enhance established internal controls where necessary. Strengthening the City's internal controls will assist in continuing to safeguard the City's funds, improve efficiency in operations, reduce the potential for fraud, and ensure continued reliable financial reporting. Following is a preliminary list of areas that FMSA plans to review during fiscal year 2016 -17: • Cash receipts processes at various City locations • Cash disbursements processes involving invoice processing, wire /ACH payments, credit card usage, and review of vendor legal names used in contracts • Approval and submission process for employee timesheets • Review & update City -wide policies and procedures STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 - City Financial Stability, Objective #1 (maintain a Stable, Efficient, and Transparent Financial Environment). 19E -1 Internal Audit Project Plan for the Fiscal Year - Ending June 30, 2017 June 21, 2016 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director Finance and Management Services Agency 19E -2 #NAMPO CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AMEND SCOPE OF CONTRACT WITH ALL AMERICAN ASPHALT FOR LOCAL STREET SLURRY SEAL PROJECT FISCAL YEAR 2014 -2015 (PROJECT NO. 15 -6839) (STRATEGIC PLAN NOS. 6, 18; 1C; 1G) I Z;� CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED E] As Recommended E] As Amended 0 Ordinance on 18' Reading 0 Ordinance on 2 "6 Reading 0 Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve an increase of $103,630 to the All American Asphalt construction contract for the Local Street Slurry Seal Project for Fiscal Year 2014 -2015 to add enhanced roadway treatment from slurry seal to rubberized asphalt. 2. Approve an appropriation adjustment recognizing $103,630 in interest earnings on Gas Tax revenue bond proceeds, transferring the funds to the Gas Tax Residential Street Improvement revenue account, and appropriating the same into the Gas Tax Residential Street Improvement expenditure account. DISCUSSION On July 7, 2015, City Council awarded a contract to All American Asphalt in the amount of $2,150,000 to construct the Local Street Slurry Seal Project approved in the City's Capital Improvement Program for Fiscal Year 2014 -15. The recommended local street segments are located throughout Santa Ana and were identified by the City's Pavement Management System as high priority streets for slurry seal (Exhibit 1). In 2007, the City leveraged a portion of Gas Tax revenues to finance approximately $60 million in roadway improvements via Bonds. The intent was to restore all local and residential streets in the City which had been neglected for many years. All bond funds have been expended except for $103,630 in interest accrued. While the original scope of this project has been completed, final accounting of the Gas Tax bonds indicates accrued interest. The City is obligated to either spend these funds for constructing additional qualifying roadway improvements or the funds must be returned. The Local Street Slurry Seal Project for Fiscal Year 2014 -2015 meets the expenditure requirements of the original bond agreement. Additionally, due to economies of scale, the project pricing offers 20A -1 Amend Scope of Contract with All American Asphalt June 21, 2016 Page 2 an opportunity to maximize the amount of street resurfacing that can be completed with the remaining funds. During construction, staff discovered that the condition of some of the planned street segments have worsened from the time they were designed, and a slurry seal can no longer be used. However, with the additional funding available, the City can enhance the improvements of those streets to a one - inch -thick rubberized asphalt layer. The location map (Exhibit 1) shows the streets which were originally scheduled for slurry seal which would now be done with a rubberized asphalt overlay. Once completed, the revised treatment will provide new roadway pavement that will extend the life of the selected streets far beyond the initial scope of work. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard), and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan [e.g., neighborhood streets, traffic improvements, park facilities, bike master plan, etc.]). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project is exempt from further review. Categorical Exemption ER No. 2015 -57 was filed for this project. FISCAL IMPACT The Project Cost Analysis originally estimated project expenditures of $2,902,500, which included the construction contract, construction administration, and inspection, as well as contingencies. An additional $103,630 will be added to the project for the additional scope of work for a revised total estimated cost of $3,006,130 (Exhibit 2). The appropriation adjustment will recognize and appropriate $103,630 of unrecognized interest earnings on bond proceeds in the Special Revenue Gas Tax Fund revenue account (No. 02917002 - 58004) and facilitate an interfund budgetary expenditure transfer from Special Revenue Gas Tax Interfund Transfer account (No. 02917019- 68000 -058) to the Gas Tax Residential Street Improvement Fund revenue account (No. 05817002 - 59000 -029) and Residential Street Improvement expenditure account (No. 05817661 - 66220). Upon approval of the Appropriation Adjustment, funds will be available in the Local Street Slurry Seal Project, FY 2014 -2015 (No. 15 -6839) for expenditure in Fiscal Year 2016 -2017. 20A -2 Amend Scope June 21, 2016 Page 3 of Contract with All American Asphalt APPROVED AS TO FUNDS AND ACCOUNTS: re Mou vi our Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency FM /EWG/TC /MO Exhibits: 1. Location Map 2. Cost Analysis 20A -3 20A -4 tNU) SANTA ANA CITY iiLE RA T AWARD FOR IPWAMAnmau at STM7ELF SEAL 2014-15 a 15 FM AY a, rs O`FMECT NOI 1 Exhibit 1 20A -5 20A -6 COST ANALYSIS PROJECT NO. 15 -6839: LOCAL STREET SLURRY SEAL 2014 -15 Construction Contract $2,150,000 Contract Administration $96,750 Inspection and Testing $161,250 Surveying $64,500 Contingencies $430,000 Additional Scope of Work (this action) $103,630 TOTAL ESTIMATED PROJECT DELIVERY COST $3,006,130 Exhibit 2 20A -7 20A -8 •„ 0 CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AWARD CONTRACT TO DAMON INC. FOR CONSTRUCTION OF NEW RESTROOM FACILITY AT 3RD AND BUSH STREETS (PROJECT: 16 -1305) (STRATEGIC PLAN NO. 6, 1G) CITY MANAGERJ CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 0I421mil l 1. Reject the sole bid received on May 27, 2016 from Metro Builders & Engineers Group, Ltd. in amount of $322,500, for construction of New Restroom Facility at 3rd and Bush Streets Project. 2. Authorize the City Manager and Clerk of the Council to award and execute contract with Damon Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $174,454 for the construction of a new restroom facility at 3RD and Bush Streets , subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve the Project Cost Analysis for the total estimated project delivery cost of $235,514, which includes the contract base amount, administration, inspection, testing, and an authorized contingency of approximately 20 percent, in the amount of $34,892. 4. Approve an appropriation adjustment for Fiscal Year 2016 -17 to recognize $235,514 from prior year fund balance and appropriating $235,514 into the Downtown Enhancements expense account. DISCUSSION As part of the Downtown Enhancements and Parking Modernization Plan, staff met with various downtown stakeholders to discuss the amenities in the Downtown that would enhance guest experience. The lack of public restrooms was prominent in the formation of the Plan. Staff has been working on two separate public restroom projects; a restroom adjacent to Plaza Calle Cuatro and the 3rd and Bush Streets Public Restroom. The Calle Cuatro restroom project is being incorporated into a larger construction project and will be presented to the City Council later this year. 20B -1 Contract Award For Construction of New Restroom at 3rd and Bush Streets June 21, 2016 Page 2 The proposed project for consideration at 3rd and Bush Streets involves the construction of a new permanent restroom facility, which will include two fully ADA /CBC accessible, uni -sex restrooms, drinking fountain, water bottle filling station, and bench seating. The building's facades will incorporate local street art and a vertical garden. Site improvements include extension of existing landscaping and irrigation. Located at the northeast corner of 3rd and Bush Streets in the surface parking lot (Exhibit 1), this public facility will support downtown activity and programming. A Notice Inviting Bids was originally advertised for bid on April 11 and 18, 2016 and the bid was opened on April 27, 2016. Due to the fact that only one bid was received, which was unaffordable, the project was modified and re- advertised on May 2 and May 9, 2016. Bids were opened on May 11, 2016; the following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 18 Contractors requesting bidding documents 3 Bids received 4 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID AMT 1 Damon, Inc. Downey $174,454.00 2 Horizons Construction Co. Int'I, Inc. Orange $235,400.00 3 Lehman Construction, Inc. Tustin $247,900.00 4 Metro Builders & Engineers Group, Ltd. Newport Beach $307,860.00 A total of four bids were received and all four were considered responsive. Damon, Inc. submitted the lowest responsive bid in the amount of $174,454 (Exhibit 2). Damon, Inc.'s bid is comparable to the engineer's estimate of $180,000. Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to Damon, Inc. (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan (e.g., neighborhood streets, traffic improvements, etc.). 20B -2 Contract Award For Construction of New Restroom at 3rd and Bush Streets June 21, 2016 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2016 -56 was filed for this project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total delivery cost of this project is $235,514, which includes construction, contract administration, inspection, testing, surveying and contingencies. An appropriation adjustment for FY 16 -17 will recognize prior year fund balance of $235,514 into the Parking Fund Prior Year Carry Forward revenue account (no. 02710002- 50001) and appropriate $209,346 into the Downtown Enhancements Building Improvements expense account (no. 02710133 - 66200) and $26,168 into the Downtown Enhancements Salaries expense account (no. 02710133-61000). y i- Fr d Mousavipour Executive Director Public Works Agency FM /EWG/TC /MO Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis r1- APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency r�- SANTA ANA City Council Agenda Date PUBLIC WORKS AGENCY AGENCY June 21. 2016 Project No. 16 -1305: New Restroom at 3rd and Bush Streets s►1-M� w 0 rI- A6Je+tjm J­ 's CITY OF SANTA ANA T p y� PROJECT NO,: t6 -1305 EXHIBIT 2 3RD AND BUSH RESTROOM BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: 0A wr 0 REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to famish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount I Design - ,Build New Restroom 1 LS $ $ Facility "^ -- `4 ' i, r 2 New Water Service I LS $ $ 3 New Sewer I LS $ $ 4 New Electrical Service I LS $ $ it 5 Site Work I LS $ $ �r 6 Landscape & Irrigation Modifications 1 LS $ 7CS� $ TOTAL BASE BID $ �j ADD ALTERNATE BID; 7 Parking Lot Lighting Modifications 1 LS $ $ TOTAL ADD ALTERNATE BID t 00t> P -1 ofP -16 20B-7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3RD AND BUSH RESTROOM Item Description city Unit Unit Price Amount TOTAL ADD ALTERNATE BID $ Jam_ TOTAL BASE BID $ )-J The lowest responsible bidder shall be selected based on the total base bid. The City rese right to award the Base Bid, and any, all, or none of the add - alternate bid items (if any). The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25 %" limit as stated in Section 3 -2 of the Standard Specifications, The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly, .r This bid item is considered a Specialty Item. per Section 2 -3.2 of the Standard Specifications TIME FOR COMPLETION OF IMPROVEMENTS AND LIOUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within SLYTY (60) working days after the cotmnencemom date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6 -9 of the Standard Specifications, shall be $500 per calendar day. Name of Firm 1-)A" l c?vt t4yC- Signature of BIDDER Title A't (If an individual, so state. If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P -2 of P-16 PTO CITY OF SANTA ANA PROPOSAL PROJECT NO.: 1.6 -1305 3RD AND BUSH RESTROOM BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Cleric of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his /her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a, balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm t Ayvt o !`� Signature of BIDDER Title V C Ce '(''GC i d421. ( (Nan individual, so state. If a firm or co- partnership, state the fine name and give the names of all individual co- partners composing the firm. If a corporation, state 'legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P -3 of P -16 rl- • CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3AD AND BUSH RESTROOM CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he /she and all his/her subcontractors are registered with the State of California Deparbrient of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: DYAvvn.(>r-� t h-) C Business Address: CA tQ0 2 SA-m c, 1 t v) e— t) (_')W °"t E `� C(k Business E -Mail Address: �<)�Al � C'CSr?l O v IC; \C i 5 1i CJ Yvl Ck_ � 1 CC) rv'l Tetephone: 661 C�. G� 01 . '2 -),I t1 State Contractor's License No. and Class: License Expiration Date: j I State Dept. of Industrial Relations (DIR) Registration No.: State Dept. of Registration Er Signed: g6900.? •- 6 J ()bbD G,(o5q ee?D (DIR) (.n I .� 0/ 16 v Title: "IV V `� 1 ^C e `• F-C.S'��n�;w� j'� P -4 of P -16 20B -10 CITY OF ,SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3"D AND BUSH RESTROOM PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ( "Prevailing Wage Laws' ), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws, City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct, Name ofFinn P A- M 0 t Signature of BIDDER Title V d ce I./rej (if an individual, so state) Y) 1-1� P -5 of P-16 20B -11 CITY OF SANTA ANA PROPOSAL PROJECT NO„ 16 -1305 3' AND BUSH RESTROOM OWNERSHIP AFFIDAVIT STA'L'E OF CALIFORNIA ) COUNTY OF ORANGE )SS: COPY OF SANTA ANA ) r - �G,� ,being duly sworn, deposes and says'. ❑ INDIVIDUAL That he /she is the party maldng the foregoing proposal: ❑ PARTNERSHIP That he /she is a member of the co- partnership firm designated as: and who has been and is duly vested with the authority to make and execute ins tmraYt� for the co- partnership by: who constitute the other members of the co- partnership. ..CORPORATION That is of, "�`f"'t °`'` ( "t C t' a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of; one of the parties making the fotegoing proposal as a joial, venwe, and the he /she has been and is duly vested with the authority to execute instmarents for an on behalf of the parties making said bid who are: Oat such a bid is gems' and not collusive or sham, and has not in any manner sought by collusion to secure � dvantage against the City of Santa Ana or any person interested in the proposed contra�,,.� �gself or any other person. G J/ Subscribed d sworn to before me this le- day of Me"Cy 201(l Signature of officer Administering Oath (Notary Public) P -6 of P -16 20B -12 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of t- ' /woi -S 4 (^ Subscribed and sworn to (or affirmed) before me on this l day of . r 20 (b- by Jo y proved to me on the basis of satisfactory evidence to be the personal who appeared before me. r \ Signature (seal) [43:6111 ' tie] ? /_\111111I I3i ;1T7rifi il�7a DESCRIPTION OF THE ATTACHED DOCUMENT {Title or description of attached document) (Title or description of attached document confined) Number of Pages — Document Date Additional information 201E Version v,ww,RiotaryClass,.oain 80CG$73 -A865 RICARDC MAGNt3 COMM. #2123529 z X. Orr Notary Public • California b z �± Los Angeles County M . Ccmmm- , y Ezpiros Sep. 11, 2pi8 INSTRUCTIONS The wording of all Jurats completed in California after January 1, 2015 must be in the to= as set forth within this Jurat. Thera are no exceptions. If a Jmat to be completed does not follow this form, the notary must correct the verbiage by using a just stamp containing the correct warding or attaching a separate jurat form such as this one with does contain the proper wording. In addition, the notary must require an oath or affirmation from the document slgner regarding the truthfulness of the contents of the document, The document must be signed AFTER the oath or affirmation. If the document was previously signed, Nmust he ra- signed in front of the notarypubllc during thejuret process. • State and county information must be the slate and county where the document signers) personally appeared before the notary public. • Date of notarization must be the date the stgner(s) personally appeared which must also be the same date the jurat process Is completed. • Print the names) of the document signer(s) who personally appear at the time of notarization. • Signature of the notary public must match the signature on file with the office of the county clerk, • The notary seal impression must be dear and photographically reproducible, Impression must not cover text or lines. If seal Impression smudges, re -seal if a sufficient area permits, otherwise complete a different just form. Additional information Is not required but could help to ensure this jurat is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date, • Securely attach this document to the signed document with a staple. 20B -13 Bond No.: DAMIN -094 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 312" AND BUSH RBSTROOM KNOW ALL PRESENT that, Daman, Inc. _ as BIDDER, and Notch Americeu Specialty InsurHnce Cam any as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Pei cent of Ilic total Amount Bid, Bid ''° _[cot Jars ($27,500.00 j, whicb is ten percent (10 %) of the total amount bid by BIDDER to AGENCY for the above - stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. " Bond Penalty not to Excced Twenty -Scmi Thousand Five Llundred and 00 /100 THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above - stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the matcher and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 101h day, of May , 2016 . BIDDER* 9602 Samoline SUR North Matthew R. Dobyns, Attorney- in-Fact-Subscribed and sworn to before me - ,20_ Signature: Notary Public in and for the County of Tel: 1(562) 606 -3139 6 Autton Centre Drive, Suite State of Santa Ana, CA 92707 Tel: 9 (714) 550-7799 this - day of * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. P -7 of P -16 20B -14 NAS SURETY GROUP NORTH AMERICAN SPECIALTY INSURANCE COMPANY WASHINGTON INTERNATIONAL INSURANCE COMPANY GENERAL POWER OP ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT North American Specialty Insurance Company, a corporation duly organized and existing under laws of the State of New Hampshire, and having its principal office in the City of Manchester, New Hampshire, acid Washington Interactional Insurance Company, a corporation organized and existing under the laws of the State of New Hampshire and having its principal office in the City of Schaumburg, Illinois, each does hereby make, constitute and appoint: RANDY SPOHN and MATTHEW R. DOBYNS JOINTLY OR SEVERALLY Its true and lawful Attorney(s)-hi-Fact, to make, exeonte, seal and deliver, for and on its behalf and as its act and deed, bonds or other writings obligatory in the nature of a bond on behalf of each of said Companies, as surety, on contracts of suretyship as are or may be required or permitted by law, regulation, contract or otherwise, provided that no bond or undertaking or contract or suretyship executed under this authority shall exceed the alnouut of: FIFTY MILLION ($50.000,000,00) DOLLARS This Power of Attorney is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Boards of Directors of both North American Specialty Insurance Company and Washington International Insurance Company at meetings duly called and held on the 9i1' of May, 2012: "RESOLVED, that any two of the Presidents, any Managing Direotor, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary or any Assistant Secretary be, and each or any of them hereby is authorized to execute a Power of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company bonds, undertakings and all contracts of suroty, and that each or any of them hereby is authorized to attest to the execution of any such Power of Attorney and to attachthoroin the seal of the Company; and it is FURTHER RESOLVED, that the signature of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any cef ilicate relating thereto by facsimile, and arry such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be binding upon the Company when so affixed and in the future With regard to any bond, undertaking of contract of surely to witch it is attached " odo\nulmblj, `�y& usurY By nnninmiN „gd'Fr'Dq;ITIr s' SEAL ly 11)09 �q� ' SA"le Stevan P, Andean. n,S cW. a Vice Pr esN ell lofVo slab] g tonlnecoadollIlusn ram eecompen} &Senlae Vice Pa"hiost of No,1L Ammlonn specialty Xnsaranuo Company .+� ( SEAL s0? wt F � Dnv JI4I. Dnymm�, Vlee Presiaaa of Wnaainslon anesnnnoollif r,nace Company & Vice President of No Ilia Ammicat SWIM, hsmanre. Compaq IN WITNESS WIIl?.REOP, North American Specialty Insurance Company and Washington International Insurance Company have caused their oflicial seals to be hereunto atlixed, and these presents to be signed by their authorized officers this26th day of •TU1e .2012 , North American Specialty Insurance Company Washington International Insurance Company State of Illinois County of Cook as: oil this 26th day of June 2012 , before ire, a Notary Public personally appeared Steven P Andersmr , Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and David M, Layman, Vice President cf Washington lntanmtional Insurance Company and Vice President of North American Specialty Insurance Company, personally (mown to me, who being by me Italy sworn, acknowledged that they signed the above Power of Attorney as officers of and acknowledged said instrument to be the voluntary act slid deed of their respective companies. "C3PFICIAi;MAO �.6Yn✓"'tr7 �l!.�FyX2.¢P�0 DONNA D; SKLCNS Notary public, 5tateufllliools Donna D. Skims, Notary Public My.ConrdssinnLryrtpps 101o612015 1, Jeffrey Goldberg the duly elected Assistant Secretary of North American. Specialty Insurance Company and Washington international Insurannce Company, do hereby certify [list the above and foregoing Is a true mid correct copy of aPower of Attorney given by said North American Specialty Insurance Company and Wnshing'ton InternationaLlnsarance Company, which is still in fall for co and effect. IN WITNESS WHEREOF, I have set my hand and affixed the settle of the Companies this loth day of May , 20 16 r @r,cy Oold6era, Vice Provident & Assistant Secretory er WnaLiugmu rnwramlonal Insmnnae Cmnpony & Wear, Amcnno 8pcainity inemm¢a Onmpany CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT SV =a l *J A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of CALIFORNIA County of ORANGE ' PUBLIC, On v before me, ERIKA GUIDO, NOTARY personally appeared MATTHEW R. DOBYNS ® who proved to me on the basis of satisfactory evidence to be the personN whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /, eff their authorized capacity fies , and that by his flier /tlielr signature(s) on the instrument the personN, or the entity upon behalf of which the persons} acted, executed the instrument, T certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 110 ERitAGUIDO �K' COMNi. #2022671 WITNESS fi d and official seal. NOl "ARY PUBLIC CALIFORNIA ORANGE COUNTY ^' g MyaoMfn expires May 5.204', jt attB re b to ry dP7?IOlyAL: Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER ❑ PARTNER(S) ❑ LIMITED ® ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN /CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SV =a l *J CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3RD AND BUSH RESTROOM LIST OF SUB - CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: '' /a% of the bid or 510,000, whichever is greater o Buildings, parks, or other projects: x /a% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below; Name C /1; I +v n License # /Exp. q -?- is DIR Reg. # /Exp. 000ra Location U Phone i I Type Of Work V1vAlz Amount $ 10, r» Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Name License #/Exp, DIR Reg. # /Exp. License # Location _ Phone Type Of Work Amount $ Name License # /Exp. DIR Reg. # /Exp. Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. # /Exp. License # _ Location Phone Type Of Work Amount $ Name License #'/Exp. DIR Reg. # /Exp. License # _ Location _ Phone Type Of Work Amount $ P -8 of P -16 20B -17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 39" AND BUSH RESTROOM REFERENCES The following are the names, addresses, and telephone numbers for TIDE public agencies for which the BIDDER has performed similar work within the past three years. 1. 2. 3. Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. of Work Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. 'Type of Work Name and Telephone Number of person familiar with project Contract Amount Type of Work Date Completed Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. P -9 ofP -16 r1- CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3P'D AND BUSH RESTROOM ADDITIONAL REFERENCES <'e eA Kq 'we The following are the names, addresses, and telephone munbers for THREE public agencies for which the BIDDER or Subcontractor has performed street improvement work in the past 5 years. 2. 93 Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. Type of Work Date Completed Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. Name and Telephone Contract Amount Type of Work of person familiar with project. Type of Work Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. P -10 ofP -16 20B -19 DAMON, Inc. License: 463003 References for City of Santa Ana 3,1 and Bush Street Restrooms Project 1. Project Name: Boat Canyon and Alta Laguna Park Restroom Rehabilitation Owner: Laguna Beach Valuation: $100,000 Description: Work consisted of upgrading men's /women's restrooms at both parks. ADA Upgrades, partitions, painting, fixtures, plumbing. Contact: Kenneth Kwak: 714.738.6845 303 W. Commonwealth Ave. Fullerton, CA 923824. 2. Project Name: Separate Gender Accommodation Fire Station 1 Owner: City of Fullerton Valuation: $180,000 Description: Fire station Remodel. Demolition, plumbing, paint, electrical, drywall, tile removal and replacement to male restroom and converting one restroom in to a female restroom. Also remodeled training room and storage room. Contact: Kenneth Kwak: 77.4,738.6845 303 W. Commonwealth Ave. Fullerton, CA 923824. 3. Project: Bellis Park Snack Shack improvements Owner: City of Buena Park Valuation: $156,300 Description Tile removal and replacement, hot mop, pluming, restroom and kitchen renovation including appliance installation. partitions, paint, stainless steel. 20B -20 DAMON, Inc. License: 463003 References for City of Santa Ana 10 and Bush Street Restrooms Project 1. Project Name: 31149 Front St. Renovation Valuation: $218,000 Owner: City of Alhambra Description: Remodel of SFR to include: Demo, plumbing, concrete, electrical, structural framing, painting. Contact: Martin Ray 111 S. First St. Alhambra CA, 90801 626.570.5007 2, Project Name: M®vie'rheater Alley Improvements Owner: City of Alhambra Valuation: $45,000 Description: Alley improvements to include: pavers, IlghVng and demo. Contact: Patrick young (760) 5050700 117. S. First St. Alhambra, CA 91801 3. Project Name: Fires station 1 Valuation: $30,000 Owner: City of Orange Description: Upgrades to Fire station Including, flooring, demo, electrical and framing. 20B -21 Contact: MaJid Farhat (714) 744-5562 300 E. Chapman Orange, CA 92866 20B -22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3RD AND BUSH RESTROOM NON- COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In accordance with Title 23 United States Code Section 11.2 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham, bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to Fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature o� thereof shall also constitute signature of this Non - collusion Affidavit. BI E -e cautioned that matting a false certification may subject the certifier to on n osecution. Signed State of C; County of S tbscribed and sworn to (or affirmed) before me on this �� day of ���� , 2016, by l6y1N .�iCAYYIDU� ,*k, proved to me on the basis of satisfactory evidence to be the person(8) who appeared before me Notary Public Signature Notary Public Seal P -11 ofP -16 20B -23 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County ofnra, �. Subscribed and sworn to (or affirmed) before me on this 0N1day of V. !i LlZ proved to me on the basis of satisfactory evidence to be the personl appeared before me, Signature - iseaq DESCRIPTION OF THE ATTACHED DOCUMENT 1400 - C0i 1USICr(" 4'6r'Yi,t1'1 (Title or descripton of attached document) (Title or description of allachad document continued) Number of Pages _ Document Date Additional infomialion 29 n Veraron w n Plo wGia wn, 900 P86" j RICARDO MAGNO p COMM. ff2123528 ir,t>a�a,:' Notary Public - Califarnla a a ` -':+ Los Angeles County My Comm. Expires Sep. 11, 2614 INSTRUCTIONS The wording of all Jurats completed in California after January 1, 2015 must be in the form as set forth within this Juret. There are no exceptions. If a Jural to be completed does not follow Ibis Inch, the notary must correct the verbiage by using a fteat stamp containing the correct wording or attaching a separate jurat form such as this one with does contain the proper wording, in addition. the notary must require an oath or affirmation from the document signer regarding the truthfulness of the contents of the document. The document must be signed AFTER the oath or sffrrmatlon. It the document was previously signed, ftmusf be re- signed in front of the notary public during thojurni process. • State and county information must be the state and county where the document signer(s) personally appeared before the notary public. • Date of notarization must be the date the signer(s) personally appeared which must also be the same date the jurat process Is completed. • Print the name(s) of the document signer($) who personally appear at the time of notarization. • Signature of the notary public must match the signature on file with the offs of the county clerk. • The notary seal Impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal Impression smudges, re-seal If a sufficient area permits, otherwise complete a different )urat form. Additional information Is not required but could help to ensure this jurat is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. • Securely attach this document to the signed document with a staple. 20B -24 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3R' AND BUSH RESTROOM NON- DISCRIMINATTON CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Tabor. 5, The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rile, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P -12 of P-16 20B -25 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3RO AND BUSH RESTROOM The Contractor shall include the portion of the sentence immediately preceding paragraph (.1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order imless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States, 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Cyter. G�! r Signed: Title: Vtee, &?,(5rJ Firm: DAM'o N lr 7 L Date: r I_ P -13 of P-16 20B -26 CITY OF SANTA ANA PROPOSAL PROJECT NO.; 16 -1305 31D AND BUSH RESTROOM STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall; Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor tinder the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards, 3. Contribute to the fiord or funds in each craft or trade in which holshe employs journeymen or apprentices on the public work, in the sane amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount t the California Apprenticeship Council. Signed: ( % Title: Vae A6r.o(`41 Firm: we Date: ';11'1 its P -14 of P -16 20B-27 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3RD AND BUSH RESTROOM STATEMENT REGARDING "ANTI- KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti- K,icicback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontra or shall be prohibited from inducing, by any means, any person employed in the construct' r repair of public work, to give up any part of the compensation to which he /she is otheA9 i itled. Signed: Tide: // N t, A¢e, <\ & e. 1 Firm: V Nmot % l"J(i Date: S11, P -15 ofP -16 rl- CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -1305 3Rb AND BUSH RESTROOM PUBLIC CONTRACT CODE SECTION 10162 OUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No K, If the answer is yes, explain the circumstances in the following space P -16 of P -16 20B -29 Contact: Jeff Townsend 714.562.3660 6650 Beach Blvd, P.O. Box 5009 Buena Park, CA 50622 4. Project: pedestrian Gate at the Community Center Owner: City of Buena Park Valuation: $46,454 Description: Tile removal and replacement, hot mop, pluming, restroom and kitchen renovation including appliance installation., paint, stainless steel. Contact: Jeff Townsend 714.562.3680 6650 Beach Blvd, P.O. Box 5009 Buena Park, CA 90622 5, Project: Holly Ave. Ball Wall Replacement Owner: Arcadia Unified School District Valuation: $50,000 Description: Concrete, demolition, rebar and asphalt for engineering of new handball courts. Contact: Jaime Morales: 626.821.8300 EXT: 6620 150 S. 3 rd Ave, Arcadia, CA 97.006 20B -30 Exhibit 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO.16 -1305 3RD AND BUSH RESTROOM This CONSTRUCTION CONTRACT is made and entered into this 215 day of June, 2016 , by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and Damon Inc„ hereinafter referred to as "CONTRACTOR ". WITNESSETH: The CITY mid the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: I. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the 3rd and Bush Restroom Project, hereinafter referred to as the "Work of Improvement" identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction grid which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in frill payment to complete the Work of Improvement the sum total amount not to exceed $174,454.00 — One hundred seventy -four thousand four hundred fifty -four dollars and no cents, as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." Page 1 of 3 20B -31 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT N 0,16 -1305 3RD AND BUSH RESTROOM The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5, The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond), This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 7, CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to $500,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of $100,000 or 101/o of the final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 20B -32 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO.16 -1305 3RD AND BUSH RESTROOM IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the clay and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS I'D FORM: SONIA R. CARVALHO City Attorney HY . os Sandoval ief Assistant City Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: Title: Page 3 of 3 20B -33 20B-34 COST ANALYSIS PROJECT NO. 16 -1305: 3RD AND BUSH STREETS PROJECT Construction Contract $ 174,454 Contract Administration $ 10,662 Inspection and Testing $ 15,506 Survey $ 0 Contingencies $ 34,892 TOTAL ESTIMATED CONSTRUCTION COSTS $ 235,514 EXHIBIT 4 20B -35 20B -36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: CONTRACT AMENDMENT WITH ENTERPRISE FLEET MANAGEMENT FOR LEASED VEHICLES (SPEC. NO.13 -008) (STRATEGIC PLAN NO. 1,5) CITY MANAg4R RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on1 ®`Reading ❑ Ordinance on 2m6ftading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Amend the contract with Enterprise Fleet Management to increase the aggregate limit by $87,922 for the addition of six leased vehicles for the Police Department for an annual amount not to exceed $388,622, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 18, 2013, Council approved a three -year contract for leased vehicles with provision for renewals. Under the stated contract, the Santa Ana Police Department leases vehicles for various personnel based on need for field assignments. Leasing a variety of vehicles allows for interchangeability in order to maintain anonymity and provide safety for police officers. The current contract allows for a total of 34 leased vehicles: 17 assigned to the Special Investigations Division and 17 vehicles assigned to background investigators, police commanders and various staff in the training Section and Internal Affairs Division. The Homicide Unit of the Police Department responds to investigate the most critical incidents that occur in Santa Ana. The ability to respond quickly to initiate an investigation and collaborate with external stakeholders (Orange County District Attorney's Office, Orange County Coroner, etc.) is imperative. Currently, the homicide unit shares vehicles when they are made available. The unit has responded to nearly 50 call -outs per year over the past several years. In addition, a survey of surrounding agencies in the county showed the use of assigned vehicles for homicide detectives is a best practice in increasing the efficient and effective delivery of services to the community and outlaw enforcement partners. The deployment of the additional assigned vehicles will be used to improve services by rapidly responding directly to the scene of serious incidents and provide more flexibility of investigative resources, allowing detectives to carry out multiple assignments without delay. Lastly, the vehicles will be used to conduct surveillance operations as necessary and appropriate. Assigning leased vehicles to the members of the Homicide Unit will ensure their safety, as well as the effectiveness of their enforcement and monitoring activities. 22A -1 Contract Amendment with Enterprise Fleet Management for Leased Vehicles June 21, 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 in the amount of $87,922 are available in the Police Department Crimes Against Persons account (no. 01114440 62300). Carlos Rojas Chief of Police Police Department m APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency 22A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AWARD CONTRACT TO R.J. NOBLE COMPANY FOR CONSTRUCTION OF WARNER INDUSTRIAL COMMUNITY ROADWAY IMPROVEMENTS (PROJECT NO. 16 -6868) (STRATEGIC PLAN NOS. 6, 1B; 1G) CITY MANA§ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: FAQW2619t17 ❑ As Recommended ❑ As Amended ❑ Ordinance on 131 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to award and execute a construction contract to R.J. Noble Company, the lowest responsible bidder, in accordance with the bid in the amount of $3,946,915, for the term beginning upon execution of the contract and ending upon project completion, for the construction of the Warner Industrial Community Roadway Improvements, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve the Project Cost Analysis for a total estimated project delivery cost of $5,306,915, which includes the contract base amount, administration, inspection, testing, and an authorized construction contingency of approximately 15 percent, in the amount of $600,000. Amend the Fiscal Year 2013 -14 Capital Improvement Program and approve the reallocation of $984,885.84 in Measure M2 Local Fair Share funds (Project # 14- 6812). Amend the Fiscal Year 2014 -15 Capital Improvement Program and approve the reallocation of $748,529.16 in Measure M2 Local Fair Share funds (Project # 15- 6839). DISCUSSION Since 2011, property owners within the Warner Industrial Community (WIC) have been working in partnership with the City to establish an Assessment District (AD) that would fund roadway improvements within the WIC boundary (Exhibit 1). The pavement has deteriorated due to weather, age, heavy usage, and poor drainage, and needs reconstruction. The proposed improvements include the removal and replacement of failed asphalt pavement and the replacement of damaged concrete curbs, gutters, sidewalks, cross gutters, driveway approaches and Americans with Disabilities Act curb ramps. Once completed, these improvements will extend 23A -1 Contract Award — Warner Industrial Community Roadway Improvements June 21, 2016 Page 2 the life of the pavement and enhance the ride quality, surface drainage, and appearance of the community area. A Notice Inviting Bids was advertised on October 17 & 22, 2015, and bids were opened on November 3, 2015. The summary of the bid invitations mailed, bids received, and bid results is as follows: Contractor Participation Data Santa Ana contractors receiving notices 12 Contractors requesting bidding documents 7 Bids received 5 Bids received from Santa Ana contractors 2 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 R.J. Noble Company Orange $3,946,915 2 All American Asphalt Corona $4,257,120 3 Hardy & Harper, Inc. Santa Ana $4,567,000 4 Ben's Asphalt Inc. Santa Ana $4,718,360 5 Excel Paving Company Long Beach $4,791,182 A total of five bids were received and all five were considered responsive. R.J. Noble Company submitted the lowest responsive bid in the amount of $3,946,915 (Exhibit 2). R.J. Noble Company's bid is comparable to the Engineer's Estimate of $4,100,000. Based on a bid analysis and a contractor's performance reference check, staff recommends awarding the construction contract to R.J. Noble Company (Exhibit 3). Proiect Delivery Cost Due to the circumstances surrounding this project and the required coordination with the water and sewer main replacements project, staff recommends a $600,000 construction contingency be authorized. Therefore, the estimated total delivery cost of this project will be $5,306,915, which includes construction, contract administration, inspection, testing, and the construction contingency (Exhibit 4). Amendments to the FY 2013 -14 and FY 2014 -15 Capital Improvement Programs are needed to make available sufficient funds for the City's share of the project costs. Since no expenditures of Measure M2 Local Fair Share funds have been incurred, the monies in the amount of $984,885.84 from the Local Street Preventative Maintenace FY 2013 -14 (Project No. 14 -6812) and $748,529.16 from the Local Street Slurry Seal FY 2014 -15 (Project No. 15- 6839), previously identified in the 23A -2 Contract Award — Warner Industrial Community Roadway Improvements June 21, 2016 Page 3 Capital Improvement Programs for FY 2013 -14 and 2014 -15, respectively, are available to be repurposed and transferred to this project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users), and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan [e.g., neighborhood streets, traffic improvements, etc.]). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2016 -59 was filed for this project, and a Certification of Categorical Exemption and Statutory Worksheet have been prepared in accordance with the National Environmental Policy Act. FISCAL IMPACT This project will be funded through a partnership between the WIC Assessment District (bonds serviced by assessed property owners) and the City. The following table summarizes the funds for construction; transactions will be taking place during FY 2016 -17 at the time of issuance /closing of the bond: SOURCE AVAILABILITY AMOUNT Property Owner Private Funds O Bond - Assessment District ........ - ..... . ... .. ...... ........,... Minimum Bond /Cash in July 2016 .,. .............. $2,173,500 City Funds — Available FY 2015/16 ..... ....... O Measure M2 ...._ . ....... ........... . FY 2015/16 CIP Budget (from prior year carry overs) $1,733,415 Local Street Preventative Maintenance City Funds — Available FY 2016/17 - ..._.. ..... ....... O Measure M2 .. ........ ........ ....... ... ._.. FY 2016/17 Budget $1,400,000 Total Funds Available before Starting Construction $5,306,915 23A -3 Contract Award — Warner Industrial Community Roadway Improvements June 21, 2016 Page 4 As indicated in the Cost Analysis (Exhibit 4), the estimated total delivery cost of this project is $5,306,915, which includes construction, contract administration, inspection, testing, surveying and contingencies. The City's share of the project costs is $3,133,415. Upon approval of the requested amendments to the FY 2013 -14 and FY 2014 -15 Capital Improvement Programs, $1,733,415 will be available in the Measure M2 Street Construction Fund (Account No. 03217662 - 66220) for expenditure in FY 2016 -17. The remaining $1,400,000 will be budgeted in FY 2016 -17 Capital Improvement Program in the Measure M2 Street Construction Fund (Account No. 03217662- 66220) for expenditure in FY 2016 -17. The resolution to issue the WIC Assessment Bonds will be presented for approval in a separate Council action. Upon approval of the bond issuance, the Property Owners' share of $2,173,500 (assessment prepayments and bond principal) will be made available for expenditure from the Special Assessment District Capital Improvement Fund (Non -City Contribution), Warner Industrial Assessment District expenditure account (No. 14917660- 66220). A Notice to Proceed will be issued after confirmation of the receipt of funds into the appropriate project accounts. Construction is scheduled to begin in fall 2016. Fr d Mousavipour Executive Director Public Works Agency FM /EWG /TC /MO Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4, Cost Analysis APPROVED AS TO FUNDS AND ACCOUNTS Francisco Gutierrez Executive Director Finance & Management Services Agency 23A -4 CA 25 1 6 J LEGEND ® PRDJECr owns SANTA ANA aTY V 'lll L w lc sons MCI ''• • - • •• -lALI • -,g -,* o� RON AV C CENTRAL AV OWN 23A -6 CITY OF SANTA ANA PROPOSAL Exhibit 2 PROJECT NO.: 16-6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: R.J. NOBLE COMPANY REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the Work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount I Unclassified Excavation �Concrete —24,000 —C�Y— -T-2W-z S $ 2 Asphalt —47,000 . 5z 3 PCC Cross Gutter (T=r) *--1,300 -PCC —Curb 4- 1 4 Romp ;V-- —* -- 10,500 SF 5 PCC Driveway Approach (T=8") —10,600 SF —j; o 7 7, 11 g 6 PCC Sidewalk 7,300 SF 1 1 �Gutter 8 PCC Longitudinal (T-8 --7200 - E—F — —$-- "2, Cl, 1,; o G". "t 9 Root Shave �Frame& —40 10 Adjust Manhole Cover to Finished Grade -- --100 $ ll Furnish and Install New Water Valve Frame & Cover to finished Grade -Adjust —Grade 120 -ffA---- 47) 4- T, — 12 ------S Pullbox—lo Finished E—A—T$-�-,—,, 13 Traffic Loops ',Sign— —30" EA 14 Construction --7 23A--i7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS Item Description Qty Unit Unit Price Amount 15 Signing and Striping 1 LS $ z r,,GG >t< $ . 16 Survey Work 1 LS $ 4lAou.<,: $ 41, 17 SWPPP (Risk Level 1) t t%S,JGC* Gti TOTAL BAS1 BBID $ _�, 9 4- 6, The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add- altcmate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25 %" limit as stated in Section 3 -2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within eighty (80) working days after the commencement date stated in the Notice to Proceed. The bidder also proposes to commence construction of the Work within shirt 30 working days after issuance of a Notice to Proceed, and to continue in a diligent and workman- like manner without interruption, and to complete the construction thereof within the time specified above. The liquidated damages amount, in lieu of the amount specified in Subsection 6 -9 of the S-tanda S. pec ifications ,slWl_be.$7.,700_per-calendar- day,- -__... --- .._... -... _...__.....__ Name of Firm R.J. NOBLE COMPANY Signature of BIDDER x Title STEVE MENDOZA, SECRETARY (If an individual, so state. If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer slid Manager, thereof.) PLEASE SEE ATTACHED 2 "AP.0 ASPHALT PAVING - ENGINEERING CONTRACTORS LIC. A- 782908 R.J. NOBLE COMPANY A CALIFORNIA CORPORATION 15505 E. LINCOLN AVENUE ORANGE, CA 92865 CORPORATE OFFICERS: MICHAEL J. CARVER, PRESIDENT CRAIG PORTER, VICE PRESIDENT STEVE MENDOZA, SECRETARY KASONDRA CARVER, ASSISTANT SECRETARY AUSTIN CARVER, ASSISTANT SECRETARY JAMES N. DUCOTE, TREASURER ORANGE: 15505 E. LINCOLN AVE • P.O,BOX 620 • ORANGE, CALIFORNIA 92856.6620 • (714) 637 -1550 • FAX (714) 921 -3347 23A -9 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER understands that bids shall be valid for 180 working days after the opening of the bids. Construction of the project is contingent upon (a) the formation of an assessment district under the Municipal Improvement Act of 1913 (Division 7 of the California Streets and Highways Code), which will require approval by the owners of the affected property of the levy of assessments pursuant to an assessment ballot procedure that will commenced after the receipt of bids and determination of the lowest responsive, responsible bidder and (b) the issuance and sale of limited obligation improvements bonds (the "Bonds ") for the assessment district to be secured by such assessments. BIDDER further understands that the issuance and sale of such Bonds is anticipated to occur in June 2016. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. —__- -ti - -- __-___ . - - BIDDER undeestan s that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm R.J. NOBLE COMPANY Signature of BIDDER x Title STEVE MENDOZA, SECRETARY (If an individual, so state. If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) PLEASE SEE ATTACHED r�� CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: R.J. NOBLE COMPANY Business Address: 15505 E. LINCOLN AVENUE, ORANGE, CA 92865 Business E -Mail Address: lenniferdelongh @rjnoblecompany .cam Telephone: 714. 637.1550 State Contractor's License No, and Class: 782906 CLASS A a C - -12 License Expiration Date: 08/31/2016 State Dept. of Industrial Relations (DIR) Registration No.: 1000004235 State Dept, of Industrial Relations (DIR) Registration Expiration Date: 06130/2016 Signed: N Title: STEVE MENDOZA, SECRETARY 23A.F14 Public Works Contractor Registration Search rx1 :¢,swarm,w.w.m.¢mo-xx.,,wsa.m, P.mwmmmnM,¢z.Pm�vwom, may.�.ma.a�Hawr amrmo-rca:rvr!srcYa. eazr a. ou=. �. Y.,.. amm .,ros:wnr„ww�,am„vnsrcw.n¢rvw :awul �.wwm�, +xwe,. nyromw�uwmw: f..l __� xie6,asa cmrvanw uym Haan: Gwis Idilo_ PYMf VMMCmMagmfl�plsrraOap YAeh ieobhrlsaullf pMA¢9154f¢USWdN[IO!(WxU. t Leprxune PJ. XVgt{<411PANY ebouvnxumeer � txmmryµ!Mmnepl0 Xeulapaum omr [aPXeumuMa 100660121] LSW.IxE00B ONINE033 Ofl/I0:]O36 Fvpwof�¢umI�PW 23A -12 ('�., State Of Caliicmfa T "' .CONTRACTORS STATE LICENSE BOARD AM c., ACTIVE LICENSE y...n... 782908 mw CORD ' m Y..... R J NOBLE COMPANY avawaexu A C12 ....0.0813112016 www.cslb.ce.gov 03 NydwnpadiGmtpaamWouhavis wo he mpapdto is Pa tarrhwl 90 drys Thla Ilesnse i$ net tRnapmhN, anal ahsa be rahnrtW MU1e Rplalnr upon demand when suspandsd, nvokW, eytnvaadaWiior slry map. This Pcecat card Is vadd 1h"b the "OWN dap enty, h touts, dmP M any mailbaw PowbgePcamnpadnG Cawtheepro. Sac omen acard P,Q eox ZBOW. SanmmamoCA 45h18 I.icanaas ftnaturs 23A -13 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Nameofl'irm R.J. NOBLE COMPANY Signature of BIDDER x Title STEVE MENDOZA, (if an individual, so state) 23* 114 CITY OF SANTA ANA PROPOSAL PROJECT NO,: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) STEVE MENDOZA , being duty sworn, deposes and says: E] INDIVIDUAL That he /she is the party making the foregoing proposal: [] PARTNERSHIP That he/she is a member of the copartnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co- partnership by: who constitute the other members of the copartnership. ® CORPORATION That he is of SECRETARY OF R.J. NOBLE COMPANY CALIFORNIA CORPORATION a corporation which is making the foregoing proposal: JOINT VENTURE That he is of, one of the parties making the R been and is duly vested with the parties making said bid who are: proposal as a joint venture, and the he /she has to execute instruments for an on behalf of the that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. Subscribed and swolAtk before me this 3RD day of NOVEMBER 20 15 — Signature of Commission # 2128504 Notary Public - California Orange County Oath (Notary Public) p' . e ' R CH Y OY SAIN A AINA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS KNOW ALI., PRESENT that, R.J. NOBLE COMPANY , as BIDDER, and Western Surety Company as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of _ ton percent of bid amount Dollars ($ ---- -10 °io • - - -- ), which is ten percent (10 %) of the total amount bid by BIDDER to AGENCY for the above - stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above - stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 3o - day of October , 2015 BIDDER* R.J. Noble Company, 15505 East Lincoln Avenue, Orange, CA 92856, 714.637.1550 SURETY* Western Surety onpany„ 915 Wilshire Blvd., Suite 1650, Los Angeles, CA 90017, 866 - 404.7926 Subscribed and sworn to before me this _ _ day of Signature: Notary Public in and for the County of State of * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. Authorized Representative: James Scott Salandl 100 Spectrum Center Drive, Suite 400 Irvine, CA 92618 949 - 486.7917 UALIFFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 .O<.w kv a A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ORANGE ) On �t/02/2015 _ before me, J. DE IONGH, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared STEVE MENDOZA Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons} whose names} Is/are- subscribed to the within Instrument and acknowledged to me that he/she /they- executed the same in his/herlAbeir authorized capaclty(fes} and that by his /her /their signature(*on the Instrument the person(s); or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. J. OE IONGH WITNESS my hand and official seal. Commission N 2126504 z m Notary Public - California a Orange County ` Signature__- _ Comm Ex­s 1e 2g +g Signature of Notary Public v 8 J. DE IONGH Place Notary Seal Above -- -..._. ._.____ P - - - __ __ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: __ Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: 0 Corporate Officer — Title(s): _ 0 Partner — ❑ Limited ❑ General ❑ Individual 1.1 Attorney in Fact ❑ Trustee 0 Guardian or Conservator i Other: Signer Is Representing: Signer's Name: 0 Corporate Officer — Title(s):__ C' Partner — 0 Limited 0 General 0 Individual 0 Attorney In Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: 02014 National Notary Association • www,NationaiNotary.org - 1- 800 -US NOTARY (1- 800- 876 -6827) Item #6907 23A -17 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. _ State of California County of Orange m October 30, 2015 before me, Lauren Emily Bierman, A Notary Public (insert name and title of the officer) personally appeared James Scott Salandi, Attorney -in -Fact who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/am subscribed to the within instrument and acknowledged to me that he /Ane" executed the same in his /Max/kMair authorized capacity(i*, and that by his /MeMhait signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. '91 N� ^ LAUREN EMILY BIERMAN N COMM. M 2097240 :U e: g NOTARY PUBLIC- CAUFORNIA %d C 0: ORANGE COUNTY � Signature (Seal) I ° IF MY COMM. EXPJAN 15, 2010 23A -18 Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN »FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint James Scott Salandi, Leonard Ziminsicy, David Jacobson, Individually of Irvine, CA, its true and lawful Attorneys) -in -Pact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and con irmod. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, drily adopted, as indicated, by the shareholders of the corporation. hr Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 18th day of June, 2015.. WESTERN SURETY COMPANY •9UNE.rP� x r 4�s oF A�1PaI °4%l1nbANd' out T. Bnuflnt, Vice President Stare of South Dakota ss County of Minuehaha On this 18th day orlune, 2018, before me personally came Paul T. Bmflat, to me known, who, being by me duty swum, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Vice President of WES "f ERN SURETY COMPANY described in and which executed thallxy kiiowstlie11al oi "saltl "C'oip'Omtiiiiti;`fl9ttt -Nit' Seal -at'ftxezl`tsdie saietitsslnnierz-' tssualita' poiufe 'aetil, [list #t�vas°50`af&Xed Pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said cmpomtion. My cormnission mpit'cs t'44T444444444h44444fi4fifi44 i i x - S. Pebniary 12,2021 ROTARY PUBIJ�` i1 y i y- i 9007H gANOTAI ♦4bb444'YhbSbh+,M1bnM14444Mfi't S. Eich, Notary Public CERTIFICATE 1, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set froth Is still In force, and ftuther certiy that the By -Law of the eotpmation printed on the reverse hereof is still in force In ("thorny whereof I have hereunto subscribed my name and affixed the seal of the said corpomtioc Gtis -- day of t R� bpx tp. 5 .iagj, WESTERN SURETY COMPANY as X. 0 � _.- WIY Z} L. Nelson, Assistant Secretary Penn P42s0-7 -2012 23A -19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS LIST OF SUB - CONTRACTORS Section 4100 et, seq, of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: • Streets, highways including bridge projects: '/2% of the bid or $10,000, whichever is greater • Buildings, parks, or other projects: %2% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name _ &v1n,_s -, 1•g c. License # /Exp. 3 s'N u '7-Z- DIR Reg. # /Exp, i v co o.+ s x rt Location p�a_es k. S7 d W ,zxt N.. c td Phone c-t I e rt s x s Type Of Work Amount $ t \'a-, L o o, a c; Name 0 C c -> r ,a n i v c License #/Exp. c 4-G o 5 DIR Reg. #/Exp. l U v c: ear S.S 4 7 Location t r 's t�. k ke' Phone c LI Type Of Work r,, e Amount $ G 4-- S S t L; c, Name e, JW s.IJ t iL,rte C r% I c License # /Exp. G I !t S k y DIR Reg. # /Exp. ; u o v r, c: t L t c Location ii x Y _, tc. -4tu Cy2nv r G4 Phone LL—°i 41 `7 - 1 S —5c Type Of Work L a r s Amount $ G , Name ("&% _,v,j N S',, v, License #/Exp. s-s' i t License # DIR Reg. #/Exp. I c) u t-3 3 Lioeft 11 11 1 1 �' ' f a ' % d t'11 Location 6t 4 ,v f car— n c.;rq Phone Phone Type Of Work S" Amount $ Name Name License # /Exp. License # DIRReg, #/Exp.. _._.......... DIR Reg. License # License # Location Location Phone Phone Type Of Work Amount $ X W/o, Signature of ( VE MENDOZA, SECRETARY Type Of Work Amount $ r l CITY OF SANTA ANA PROPOSAL PROJECT NO,: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS REFERENCES The following are the names, addresses, and telephone numbers for 1HREi public agencies for which the BIDDER has performed similar work within the past three years. 1. CITY OF TUSTIN, 300 CENTENIAL WAY, TUSTIN, CA 92780 Name and Address of Owner, BENNY TENKEAN 714. 573 -3161 Name and Telephone Number of person familiar with project, $26 MILLION TUSTIN RANCH ROAD RECONSTRUCTION DECEMBER 2013 Contract Amount Type of Work Date Completed 2, CITY OF IRVINE, 1 CIVIC CENTER PLAZA, IRVINE, CA 92606 Name and Address of owner. UYENLY BU I, 949 - 724.7365 Name and Telephone Number of person familiar with project. $5 MILLION STREET REHAB & SLURRY SEAL FEBRUARY 2015 Contract Amount Type of Work Date Completed 3, CITY OF TEMECULA, 41000 MAIN STREET, TEMECULA, CA Name and Address of owner. JON SALAZAR 951 - 694.6411 Name and Telephone Number of person familiar with project, $1.4 MILLION RANCHO VISTA ROAD REHAB Contract Amount -Type of Work MARCH 2014 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds, PATRIOT RISK & INSURANCE SERVICES, 100 SPECTRUM CENTER DRIVE #400, IRVINE, CA 92618 SCOTT SALANDI 949 -486 -7917 WESTERN SURETY COMPANY, 915 WILSHIRE BLVD STE. 1650, LOS ANGELES, CA 00017 DAN MAJAM 866- 404 -7926 23 Az"M CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has perfonned street improvement work in the past 5 years. 1 CITY OF HUNTINGTON BEACH, P.O. BOX 784, HUNTINGTON BEACH, CA 92648 Name and Address of Owner. DONN STROOK 714- 536 -5431 Name and Telephone Number of person familiar with project. $2.1 MILLION VARIOUS RESIDENTIAL STREET OVERLAY JANUARY 2010 Contract Amount Type of Work 2, CITY OF MURRIETA, 1 TOWN SQUARE, MURRIETA, CA 92562 and Address of owner. Date Completed KEN BURRIS 951- 461 -6028 Name and Telephone Number of person familiar with project. $2.7 MILLION AC OVERLAY OF VARIOUS STREETS JANUARY 2010 Contract Amount Type of Work 3, COUNTY OF ORANGE, P.O. BOX 4048, SANTA ANA, CA 92702 -4048 Name and Address of owner. CHUCK STANFIELD 714 -667 -8810 Name and Telephone Number of person familiar with project. $2.6 MILLION Contract Amount Date Completed NEWPORT AVENUE PAVEMENT REHAB OCTOBER 2010 Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. PATRIOT RISK AND INSURANCE SERVICES, 100 SPECTRUM CENTER DR, #400, IRVINE, CA 92618 SCOTT SALANDI 049-486-7917 WESTERN SURETY COMPANY, 915 WILSHIRE BLVD STE 1650, LOS ANGELES, CA 90017 DAN MAJAM 866- 404 -7926 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non - collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed x STEVE M State of California County of ORANGE Subscribed and sworn to (or affirmed) before me on this 3rd day of NOVEMBER 2015 by STEVE MENDOZA , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me x Notary Public >gg ture Notary Public Seal J. DE IONGH .+>.T. Of ONGi Curnnussmn a 212 8504 c Notary Puuuc - California z Orange County .4 comm, Expires Oct26, 2019+ 23AE263 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS NON - DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. „PW Rr 16 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: xe'�/, Title: STEVE MENDOZA, SECRETARY Finn: R.J. NOBLE COMPANY Date: 11/03/2015 e CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: I . Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he /she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: > s Title: STEVE MEND ZA, SECRETARY Firm: R.J. NOBLE COMPANY Date: NOVEMBER 03, 2015 2Wf, le CITY OF SANTA ANA PROPOSAL PROJECT • STATEMENT REGARDING "ANTI - KICKBACK" REt7UIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti - Kickback" Act (Ig USC 74) as supplemented in the Department of Labor regulations (29 CFI;, Part 3), This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he /she is otherwise entitled. Signed: x Title: STEVE MENDOZA, SECRETARY Firm: R.J. NOBLE COMPANY Date: NOVEMBER 03, 2015 rr� • z CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS PUBLIC CONTRACT CODE SECTION 1fl162 OUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No xxx If the answer is yes, explain the circumstances in the following space. , �` MAYOR Miguel A. Pulido MAYOR PRO TEM Vincent F. Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Benavides Michele Martinez Roman Rayne Sal Tinajero October 29, 2015 ADDENDUM NO. ONE CITY OF SANTA ANA PUBLIC WORKS AGENCY P.O. Box 1988 M -36 Santa Ana, California 92702 www.santa•ana.oro CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar SUBJECT: PROJECT NO. 16 -6868: WARNER INDUSTRIAL COMMUNITY PAVEMENTIMPROVEMENTS The following clarifications have been made for the subject project: Pre -Bid Conference 1. Notes from Pre -Bid Conference held at City Hall - Ross Annex, Third Floor, 20 Civic Center Plaza, Santa Ana, CA 92701 on October 27, 2015 at 9:00am: • What is the scope of work and project area? The project area includes 3.25 centerline miles (approximately 840,000 square feet) of local industrial streets located east of Harbor Boulevard, west of Fairview Street, north of Segerstrom Avenue, and south of Edinger Avenue. The scope of work includes reconstruction of asphalt pavement, removal & replacement of Portland cement concrete curbs, gutters, sidewalks, driveway approaches, & curb ramps, adjustment of surface utility covers to finished grade, signing .& striping, and installation of vehicle • What is the engineer's estimate? The engineer's estimate is $4,100,000. o When will the project be awarded? Bids shall be valid for 180 working days after the opening of the bids. The award, if made, will be made within this time period. Construction of the project is contingent upon (a) the formation of an assessment district under the Municipal Improvement Act of 1913 (Division 7 of the California Streets and Highways Code), which will require approval by the owners of the affected property of the levy of assessments pursuant to an assessment ballot procedure that will commenced after the receipt of bids and SANTA ANA CITY COUNCIL Miguel A. Pulido I Vincent F. sarmlento i Mlchele Martinez Angelica Amezcua P. David aenevitles I Roman Rayne r Sal Thayer. Mayor I Mayor Pro Tom, Ward 1 i Ward 2 Ward 7 Ward 4 , Ward 5 I Ward 6 MPulidoraluanta -ana ore tSS_aa fen o[dlsanta ana om I MMgaly CNSanta- ano.oro &Z'29 pigngvd ana RRevne/ovsanla- a_pa.g_rg j STlnelero(dsanta- ana ore PAGE 2 ADDENDUM NO. ONE PROJECT NO. 16 -6868: WIC PAVEMENT IMPROVEMENTS determination of the lowest responsive, responsible bidder and (b) the issuance and sale of limited obligation improvements bonds (the "Bonds ") for the assessment district to be secured by such assessments. The issuance and sale of such Bonds is anticipated to occur in June 2016. • How will construction be phased? Access to each business must be maintained at all times; therefore, construction may occur during nights and weekends as directed by the Engineer. Excavation of existing pavement and base paving shall be completed within 24 hours; therefore, construction may be phased in block segments as directed by the Engineer. For bidding purposes, the Contractor shall include the aforementioned constraints in the various bit items and no additional compensation will be allowed therefore. What are the conditions of the project labor agreement between unionized and non- unionized workers? The City of Santa Ana does not have any union requirements. 2. See attached pre -bid conference sign -in sheet. All other terms and conditions remain the same. FOR THE CITY OF "A7 ANA Edwin "William" Galvez, P. E. City Engineer SANTA ANA CITY COUNCIL Miguel A. PUlitlo j Vincent F. Samiianto Michele Marlines Angelica Ani=aa P. David 6enavides '�, Roman Rayne Sel Tinajaro Mayor Mayo== 1 Word2 Wartl3 Ward4 Ward Ward MPulitloM JsMy +�l( },�1spr�JSJnla- ano.aro VSarml� ,oro ; MMatlinezl�se its ana or_�n �o A,yli4 egy Qsasantaarreoro DBanavide9(M3a1a- ana.or9 1 88@ypgL@s na_- ena.orlt ! ST'ne'ero0sanla-enagrri 23A -30 CITY OF SANTA ANA Exhibit 3 CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS This CONSTRUCTION CONTRACT is made and entered into this 7th day of June, 2016, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and R.J. Noble Company, hereinafter referred to as "CONTRACTOR ". The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to constrict and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Warner Industrial Community Pavement Improvement Project, hereinafter referred to as the "Work of Improvement ", identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents," as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the Work of Improvement the stun total amount not to exceed $3,946,915.00, as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A ". The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 1 of 3 23A -31 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the thneframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 7. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to $500,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of $100,000 or 10% of the final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. H 23Af X32 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 16 -6868 WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS IN WITNESS WIIF,REOF, the patties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY t os Sandoval_ hief Assistant City Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: R.J. Noble Company 3 of 3 23A -33 23A -34 COST ANALYSIS PROJECT NO. 16 -6868: WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS Construction Contract $ 3,946,915 Contract Administration $ 442,809 Inspection and Testing $ 317,191 Contingencies $ 600,000 TOTAL ESTIMATED CONSTRUCTION COSTS $ 5,306,915 EXHIBIT 4 23A -35 23A -36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE. JUNE 21, 2016 TITLE: SECOND AMENDED AGREEMENT FOR MERCHANT PAYMENT SERVICES WITH TRANSFIRST, LLC INCREASING ANNUAL EXPENDITURE CAP AND ADOPTING A MAXIMUM CREDIT CARD TRANSACTION LIMIT (STRATEGIC PLAN NO. , 5F; 4,1) CITY MAN R RECOMMENDED ACTION ® As Recommended ® As Amended ❑ Ordinance on I't Reeding ® Ordinance on 2nd Reading ® Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and the Clerk of the Council to execute a Second Amended Agreement with TransFirst LLC, for merchant payment services to increase the annual credit card merchant payment services expenditure cap to $165,000 for the current 2015 -16 fiscal year as well as for the additional optional 2016 -17 fiscal year period, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve adoption of a maximum credit card transaction limit in the amount of $5,000 dollars for credit card transactions occurring at City facilities. DISCUSSION The Finance and Management Services Agency, Treasury and Customer Service Division ( "Treasury") is responsible for maintaining all banking related services for the City. Beginning in 1997, Treasury embarked on a program to allow payment of taxes, permits, fees, fines and City services through the use of credit cards. A component of allowing the use of credit cards by patrons is the establishment of merchant credit card payment processing. Currently, customers may utilize a credit card to pay City of Santa Ana assessed taxes, permits, fees, fines and other monies due for City services. Acceptance of a credit card as a form of payment involves utilizing a merchant payment services company such as TransFirst, LLC. TransFirst, LLC presents MasterCard and Visa transactions on behalf of the City for all credit card payments made at City facilities, including but not limited to: City Hall Cashiering Counters, Payment Kiosk, Police Department Traffic and Records Divisions, and the Santa Ana Zoo. Increase of Annual Expenditure Cap - On March 12, 2012, City Council authorized a moratorium on the imposition of City credit card processing fees in order to promote electronic payments and attract more on -line payments by customers. In March 2013, Treasury negotiated the reduction 25A -1 Second Amended Agreement For Merchant Payment Services with TransFirst, LLC Increasing Annual Expenditure Cap And Adopting A Maximum Credit Card Transaction Limit June 21, 2016 Page 2 of the TransFirst discount fee from 1.5% to 0% resulting in a savings of over $55,000, which assisted in offsetting existing City expenditures. TransFirst has agreed to maintain the reduced rate for the term of this agreement. As a result of this concession the annual cap for credit processing fees was reduced from $165,000 to $70,000. On June 16, 2015, City Council approved a First Amended Agreement with TransFirst to extend the term of the existing agreement with TransFirst (Agreement #A- 2014 -071) through June 30, 2016 with a further option to extend the agreement for one additional year from July 1, 2016 through June 30, 2017. The resulting First Amended Agreement (Agreement #A- 2015 -117) included an increase in the annual expenditure cap to $95,000. However, due to the rapid growth in credit card payments made by residents and business because of the option to pay online and with the enhancement of the City's Electronic Billing and Payment Presentation, staff anticipates the annual cap will be exceeded by as much as $55,000 at the conclusion of the 2015 -16 fiscal year requiring an increase in the annual cap from the current $95,000 level to $165,000. Comparisons over the course of a 12 month period ending April 30, 2016, indicate that credit card transactions at City facilities have increased from 40,167 transactions involving $5,383,722 which totaled $80,210 in credit card processing fees to 43,746 transactions involving $7,567,573 totaling $124,634 in credit card processing fees. While this comparison indicates only a 9% increase in number of transactions, it reflects a 41% increase in total dollar amount transacted and a 29% increase in the average transaction amount, together with a 35.64% increase in credit card processing fees. To be prudent, staff recommends an increase in the cap to $165,000 for both the current fiscal year as well as the additional optional 2016 -17 fiscal year period. Adoption of a Maximum Credit Card Transaction Limit - Currently, the City does not have a maximum transaction limit on credit card payments. However, merchant payment processing charges for large dollar credit card transactions are costlier than small dollar transactions. The City incurs a variety of fees for each transaction, the most variable and largest of which is an interchange fee set by MasterCard and Visa based on a percentage of the dollar value of the transaction. This amount varies from card to card, based on criteria established by the issuer. For example, a 2% fee for a $100,000 transaction costs the City $2,000 while a 2% percent fee for a $1,000 transaction costs the City $20. Paying high fees for accepting large dollar value credit card transactions is contrary to the City's financial interest and is not in the spirit of the City's moratorium on credit card processing fees, which was intended to be a convenience for City residents and small businesses. Over the 12 month period from May 1, 2015 through April 30, 2016, 120 transactions over $5,000 occurred. These transactions totaling $2,481,100 represented 0.76% of all City facility credit card transactions, but made -up 37.98% of the total $6,553,091 in City facility credit card payments (see table below). Due to the high dollar value authorizations of these transactions, they were frequently accompanied by the use of high interchange fee specialty credit cards offering users 25A -2 Second Amended Agreement For Merchant Payment Services with TransFirst, LLC Increasing Annual Expenditure Cap And Adopting A Maximum Credit Card Transaction Limit June 21, 2016 Page 3 specialty bonus redemption points and cash back allowances, resulting in excess merchant payment processing costs to the City. Proposed Credit Card Transaction Limit —12 Month Analvsis (5/1/2015 — 4/30/2016) Proposed Credit Card Transaction Limit t $ of Credit Card Sales % of Credit Card Sales # of Credit Card Transactions % of Credit Card Transactions `Up to $5,000 $ 4,051,991 62.02% 15,590 99.24% Greater Than $5,000 $ 2,481.100 37.98% 120 0.76% Total 6 553 091 100.00% 15.710 100.00°0 t Proposed limit for single credit card payment transaction. Where transaction amount exceeds $5,000 limit, customer will be allowed to complete transaction using another form of tender; i.e., cash, check, cashier's check or money order. Proposed credit card transaction limit will apply only to walk -in credit card customers paying in City Facilities. To reduce these excess credit card processing costs, a $5,000 maximum credit card transaction limit is recommended for credit card payments processed at all City facilities. The maximum transaction limit would apply regardless of whether or not a credit card transaction represents a single or bundled payment; i.e., the payment of more than one assessment, bill, charge, fine, or permit in a single transaction. Bundled items totaling over $5,000 would be allowed to be unbundled and presented as individual transactions. The balance of transaction(s) that exceed the $5,000 limit could be paid with another form of tender; i.e., by cash, check, cashier's check or money order. Splitting a transaction that exceeds the maximum transaction limit into multiple credit card payments would be prohibited. Thus, an amount owed that exceeds the City's $5,000 maximum credit card transaction limit may not be split into two or more payment transactions using either a single credit card or using multiple credit cards, nor could the dollar amount be split into two or more transactions over multiple days by using one or more credit cards. Staff recommends that the proposed $5,000 maximum credit card limit applicable to all credit card transactions occurring at City facilities become effective October, 1, 2016. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 Team Santa Ana, Objective #5F (explore opportunities to engage with outside agencies, both private and public, to share information and increase efficiencies) and Goal #4 City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). 25A -3 Second Amended Agreement For Merchant Payment Services with TransFirst, LLC Increasing Annual Expenditure Cap And Adopting A Maximum Credit Card Transaction Limit June 21, 2016 Page 4 FISCAL IMPACT 1. Funds up to the amount of $70,000 are budgeted and available to meet increased merchant payment costs in account no. (various- 62300) allocated among various departmental accounts for fiscal year 2015 -16. 2. Funds up to the amount of $165,000 in account no. (various- 62300) will be budgeted and available, upon Council approval of the fiscal year 2016 -17 budget on an allocated basis in various departmental accounts. APPROVED AS TO FUNDS AND ACCOUNTS: A Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit: 1. Second Amended Agreement 25A -4 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT, is entered into on this 21st day of June 2016, by and between TransFirst, LLC, (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. The parties entered into a payment processing services agreement (Agreement #A- 2014-071) dated April 18, 2014 (hereinafter "said Agreement ") by which Consultant has provided payment processing services to the City. B. The parties subsequently entered into a First Amendment to that Agreement (A -2015- 117) on June 17, 2015 to increase the Compensation and Term of said Agreement. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in the aforementioned First Amendment to said Agreement, the parties agree as follows: 1. The parties hereto now desire to amend Section 2. of said Agreement (Compensation) to increase annual compensation under said Agreement from $95,000 to $165,000 for the fiscal year beginning July 1, 2015 and ending June 30, 2016 and for the optional extension period of July 1, 2016 through June 30, 2017. 2. The parties hereto now desire to amend Section 2. of said Agreement (Scope of Services) to provide for a change order process in connection with the implementation and on -going support of credit card processing services as set forth in Exhibit A and Exhibit 'B of said Agreement. Any change order mutually agreed to by the parties hereto in connection with these services will be calculated using Consultant's current schedule of charges, provided that the professional Consultant labor rate charged shall not exceed $175.00 per hour. 3. This Second Amendment to said Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. /// {Signatures on following page) EXHIBIT 1 1 25A -5 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 'mom r Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager TransFirst, LLC. Name: Title: Tax ID# PA 25A -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION TO SUPPORT SANTA ANA UNIFIED SCHOOL DISTRICT'S GRADUATION CEREMONIES AT CENTENNIAL PARK {STRATEGIC PLAN NO. 5,4) CITY MANA CLERK OF COUNCIL USE ONLY: _--:• 1 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Iyl��ialL�ltl�l:7 Approve a donation request from the Santa Ana Unified School District for a one -time donation in the amount of $3,000. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Council Special Event Sponsorship Policy and guidelines for disbursement of discretionary funds. The resolution and policy outline 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. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Mayor Pro Tem Sarmiento, Councilmember Reyna, and Councilmember Tinajero recommend appropriating $400, $2,000, and $600, respectively, for a total one -time donation amount of $3,000, to support Santa Ana Unified School District's graduation ceremonies that are to be held from Monday, June 13, 2016 through Thursday, June 16, 2016, in response to a donation request submitted by the Santa Ana Unified School District (Exhibit 1). Upon approval of the donation request, funds in the amount of $3,000 will be appropriated to pay for City fees, including facility reservation fees and staff fees. These costs are outlined in the attached invoice (Exhibit 2). 2513-1 Donation to Support Santa Ana Unified School District's Graduation Ceremonies June 21, 2016 Page 2 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). FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the FY 2015- 16 General Non - Departmental account (01105015- 62300). The $3,000 will be spent from Mayor Pro Tern Sarmiento, Councilmember Reyna, and Councilmember Tinajero's appropriated amounts for FY 2015 -2016. The appropriated amounts from each Councilmember will be as follows: Councilmember Amount Mayor Pro Tern Sarmiento $400 Councilmember Re na $2,000 Councilmember Tinajero $600 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Invoice 25B -2 City of Santa A Donation Reques i a: ISanta Ana Unified School District ass: .1601 East Chestnut State, zip: Santa Ana, CA 92701�m I: rick.millerjsausd.us Name: IRichard L. Miller npt averts: Is your organization a non -prom or public tax - exempt organization as elect O Ider Section 501(c)(8) of the internal Revenue Code? la will only qualify for a credit for City - related costs for your request (Le, permit less, f Yes rental rates for facilities or equipment, etc.),Costs for City services vary and il credit may or may not cover full cost of requested City services. ax ID M Services Credit CC3'} ltlltl runt Requested: $,000 ct Payment Amount Heeded: June 13 -16, 2@ IMayor /four :Date: June 13 -16, 2J EVent"nma: City Manager's Office — M-31 20 Civic Confer Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 047.5200 Superintendent of Schools 4- 558 -5610 Location: Centennial Regional Park, 3000 W. Edinger Avenue, Santa Ana, CA 92704 r, Cily, State, Zlp Choose From the List Below " Alternative location for Santa Ana Untried School District's 2016 High School Graduation Ceremonies an June 19 at 7:00 Description of pm, June 14 at 4:00 8 & 8:00 pm, June 15 st 4:00 & St00 pm and June 16 at 4:00 & 8:00 On Eve nl I Purpose: 2. Traffic control and assistance from Santa Ana Police Department during event dales within Centennial Park and on Warner & Fairview, Edinger & Fairview and Mohawk & Edinger streets. Due to the City of Santa Ana apmoved construction work at Eddie Wort Field (Santa Ana Sowl) the stadium Is not available for graduation Community Banefft: cemmonlas for201a. Relocation of graduation ccramanies will result in Santa Ana families having children) graduating tram high school to partirJpate and celebrate their students' eammplishments within the boundaries d City of Santa Ana. An esdmetad 00,000 citiaens am expected to attend and benefit, Applicant 9 9 0 Mail: City Managors Office —M -31 'JEmail: donatlonraquest@santaana.org 20 Clvlc Center Plaza , Fax: 1714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request ft: DR - ' Referenseuon an related nPVS � � ®� Council Moating Data: Eligibility Mat��Hmw I YES I NO Approved Amount: City Manager Signature: Revised 11/1812015 EXH11311 1 25B -3 25B -4 City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Att. Reservations Admin M -23 714 - 571 -4254 Fax 714 - 571 -4261 emarban @santa - ana.org Santa Ana Unified School District 1601 E. Chestnut Santa Ana, CA 92701 714 -558 -5724 Invoice_ Invoice. Number: J61216 Dater 06/12/16 unt Due: $417.00 Amo Payment Due: 06/29/16 Money Order. Check # Santa Ana Unified School District Graduation Ceremony 2016 at Centennial Park Sunday, June 12 to Thursday, June 16 DESCRIPTION OF FEES --- -------- -= - - -- - --- -- -- ---- --------------- -- City of Santa Ana - Parks Recreation and Community Services Agency NOTE: All total fees (Showmobile rental, field rental, lights, deposits, staffing fees, special event fee, audio permit) are being co- sponsored at 93 %) Santa Ana Unified School District NOTE: All total fees (field reservations, lights, participation, reservation, etc..) are sponsored at 100% rate SUBTOTAL TOTAL DUE TOTAL $417 $0 $417.00 $417.00 NOTE: Santa Ana Police Department staff fees are in the process of being determined & finalized. SAPID staff fees will be invoice separately. If you have any questions concerning this invoice, contact 714 - 571 -4254 or emarban @ santa - ana.org. Exhibit 2 Thank you! 25B -5 r 0111 IT LOTL 041 M1 0 CITY COUNCIL MEETING DATEd JUNE 21, 2016 TITLE: CLERK OF COUNCIL USE ONLY: FTIW4 ;e71cp LICENSE AGREEMENT WITH ORANGE ❑ As Recommended COUNTY WATER DISTRICT FOR ❑ Or Amended ❑ Ordinance on 1 ®t Reading INSTALLATION OF WATER INJECTION ❑ Ordinance on 2 "a Reading WELLS AT CENTENNIAL PARK ❑ Implementing Resolution {STRATEGIC PLAN NO. 5, 1A} ❑ set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1) Approve the certified final Environmental Assessment and Environmental Impact Report for the Mid Basin Centennial Park Injection Well project proposed by the Orange County Water District and approve the Findings of Fact and Mitigation Monitoring and Reporting Program. 2) Authorize the City Manager and Clerk of the Council to execute a License Agreement with Orange County Water District for the construction and operation of the Mid Basin Centennial Park Injection Wells that will begin on January 1, 2019 and end on December 31, 2049, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The purpose of the Mid Basin Centennial Park Injection Well Project is to replenish the Orange County Groundwater Basin with advanced treatment recycled water from the Orange County Water District Groundwater Replenishment System (GWR System). On September 2, 2014, the City of Santa Ana and the Orange County Water District (OCWD) entered into a Memorandum of Understanding for the purpose of establishing an easement for installation and operation of four water injection wells and supply lines at Centennial Park. Subsequently after discussion with the National Park Services (NIPS) it was agreed that a license agreement was the correct instrument for such purposes. License agreement will be in effect for 30 years and will begin after completion of work January 1, 2019 and expire on December 31, 2049 (Exhibit A). On May 12, 2015 OCWD staff presented their study to install water injection wells in Centennial Park to Windsor Village Neighborhood Association. On June 11, 2015 the same study was presented to the Valley Adams, Centennial Park, Laurelhurst and Shadow Run Neighborhood Association. On February 10 and 11, 2016 the Environmental Impact Report (EIR) was 25C -1 License Agreement with OCWD for Water Injection Wells at Centennial Park June 21, 2016 Page 2 circulated and presented to the same neighborhood associations. Comments from these meetings were addressed and answered. Similar presentations were made to the staff of the Santa Ana College and the Santa Ana Unified School District Unified School District. On April 20, 2016, the OCWD Board certified the EIR to install four water injection wells at Centennial Park. The Injection Wells will be constructed in four parking lots in the park (1) N/W Parking Lot, (2) N/E Parking Lot, (3) S/W Parking Lot, and (4) East Parking Lot (Exhibit B). A single monitoring well will be constructed at the Heritage Museum site. Injection wells would operate 24 hours a day injecting water into the groundwater basin at a depth of approx. 1200 feet. To minimize impact on park activity and SA College /SAUSD Godinez High School traffic, majority of the work will be done at night. Noise levels will also be monitored during the drilling phase of the work. As part of this agreement, OCWD will resurface Centennial parking lots and roadway, construct two shared recreational /communication structures in the park (restroom /locker room at soccer complex field No. 4 and restroom /recreation office at the skate park), extend skate park fencing to six foot height and install on -site security camera system overlooking the skate park. Water to periodically backflush the well will be discharged into Centennial Lake to replenish water losses as a water conservation measure. A secondary discharge option will be into the Greenville Banning Flood Control Channel east side of Centennial Park. OCWD shall be responsible for cost of utility service, permits and area restoration. OCWD estimates the project cost to be approximately $33 million. Funding will be available through grants and other OCWD sources. Centennial Park was obtained from the Federal Government under the condition that the property be used for parks and recreational purposes only. Any other uses require the approval of the Department of Interior National Park Services. Since the improvements will be underground and will not impact the recreational uses of the site, NIPS has approved the execution of such license agreement. To minimize impact to the park during construction, the injection well installation will be done in phases and at night. The area will be open for use before construction of the next injection well. Also, a portion of Centennial Park was developed with Land and Water Conservation Grant Funding (LWCF), which requires that the recreational abilities of the park be preserved at all times and requires State of California review. The State reviewed the proposed project and indicated if any single location is not impacted beyond 6 months it will not require a property conversion. OCWD is aware of this condition and is required to construct and minimize impact at each well site to less than 6 months. Per letter dated May 6, 2016 from the State Department of Parks and Recreation, the Department has determined that this request qualifies as an Underground Utility Easement as stated in Chapter 8 -12 (F) of the LWCF State Assistance Program and has approved the installation of the OCWD Injection Wells. 25C -2 License Agreement with OCWD for Water Injection Wells at Centennial Park June 21, 2016 Page 3 CEQA ANALYSIS The proposed project is required to undergo an environmental review in accordance with the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA). In accordance with NEPA and CEQA, the Orange County Water District (OCWD) is the lead agency for the project, with the City of Santa Ana identified as a responsible agency. As the lead agency, the OCWD was responsible for the preparation of an Environmental Assessment (EA)/ Environmental Impact Report (EIR). Section 15096 of the State CEQA Guidelines (Article 7) identifies the process for a responsible agency. As a responsible agency, the City is required to consider the EIR that is prepared by the lead agency and reach its own conclusions on the project (Exhibit C). Prior to the preparation of the EA/EIR, staff met with OCWD staff on several occasions to discuss the scope and contents of the document. Staff has reviewed the document and provided comments to the OCWD during the EA/EIR public review period. A review of the document has found that no significant short -term construction or long -term operational impacts were identified from the construction of the proposed project. Impacts that were identified were able to be mitigated to a less than significant level. Mitigation measures have been included in the project to address environmental impacts associated with aesthetics, biological resources, cultural resources, geology /soils, hydrology /water quality, noise, and transportation and traffic (Exhibit D). Pursuant to Section 15096 (h) of the CEQA Guidelines, the City of Santa Ana is required to make findings as identified in Section 15091 of the CEQA Guidelines for each significant impact of the Project. Staff has considered the action of the OCWD's Board of Directors, the description of the Project's environmental impacts, the findings of fact (Exhibit D) and conclusions of law, and the conditions of certification, and, exercising its independent judgment, the City of Santa Ana finds that for all environmental impacts of the Project, changes or alterations have been required in, or incorporated into the Project which will avoid or substantially lessen the significant environmental effects as identified in the decision by the Board of Directors for the OCWD. In addition, the City is required to file a notice of determination for the project. This will be completed by staff upon a final determination of the project by the Council. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (Expand opportunities for conservation and environmental sustainability), Strategy A (Complete the City's Climate Action Plan with measures to address water conservation, energy efficient buildings (City and Community) and greenhouse gas emissions). 25C -3 License Agreement with OCWD for Water Injection Wells at Centennial Park June 21, 2016 Page 4 FISCAL IMPACT There is no fiscal impact with this action. Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency assan Haghgni Executive Director Planning and Building Agency EXHIBIT: A) License Agreement LVipiur Executive Director Public Works Agency B) Site Plan C) Final Environmental Impact Report D) Response to Comments /Mitigation Monitoring Program E) Finding of Facts 25C -4 LICENSE AGREEMENT This License Agreement ( "License ") is made and entered into this L) day of [month] 2016 by and between the CITY OF SANTA ANA , hereinafter referred to as the "City ", and ORANGE COUNTY WATER DISTRICT, a political subdivision of the State of California, the Licensee, hereinafter referred to as the "District" or "Licensee ", WHEREAS, the construction and operation of four injection wells, well vaults, water supply pipeline, backflush pipeline, two (2) Shared Recreation / Communication Structures, skate park fence and security camera, two (2) air -gap structures, all related appurtenances, and asphalt paving improvements for certain parking lots and roadways ( "Project ") at Centerxnial Park will serve the interests of both the City and District; and WHEREAS, the City owns the property where the Project would be constructed and operated subject to the terms and conditions specified in the public benefit conveyance deeds from the United States of America (attached as Exhibit 1); and WHEREAS, City and District entered into a Memorandum of Understanding on September 2, 2014 as a basis for establishing permanent and temporary casement on the property for the Project and subsequently agreed that a license was the appropriate instrument for such purposes. NOW, THEREFORE, the parties hereto establish the fallowing: PART ISSUANCE OT LICENSE 1.1 License. The City hereby issues to the District a License to enter upon the following real .property owned by the City for the purpose or activity specified in Section 1.1.2: 1.1.1 Licensed Proparty, Centennial Park, 3000 West Edinger Avenue Santa Ana California 92704 as shown in Exhibit 2, attached hereto and incorporated herein by this reference ( "Premises "). 1.1.2 Use of Premises, For and dining the term of this License, and any extension, or renewal thereof, the District shall use the Premises solely and exclusively for the following purpow(s) or activities: 112.1 Construction, Oueratian, and Maintenance of Proieot. Exhibit 2 depicts the approximate proposed location of the Project to be included in the Premises. The actual configuration and size of the area covered by the License will be based upon the actual location of the well sites and the alignments of the water supply and discharge pipelines. The pipeline license aligmnent shall be 10 feet wide and centered upon the respective constructed pipeline center. The well site shall include the area occupied by the constructed well facilities plus a 5 foot buffer around their perimeters, This License includes the right for the District to occupy the Premises and for access to and from the Premises for construction, Exhibit A i 3 iiozzs99 -ooi e 9316498.1 u04i26116 25C -5 131/022499 -0016 9316490.1 maintenance, and operation of the Project. City shall approve all construction plans prior to commencement of construction, which approval shall not be unreasonably withheld. Well maintenance may include reconstruction, redevelopment, reftnrbishing, removal and replacement, inspection, and. taking of water samples. It is anticipated that the well will require redeveloping or refurbishing once every five (5) years; however, due to the nature of water wells, District reserves the right to reasonably determine when the use of such maintenance activities is necessary which may be less than every five (5) years. District shall notify City at least 60 days in advance of maintenance activities that will utilize heavy equipment such as a well develop /pump rig. It is anticipated that 14 parking stalls will be taken out of service for 2 weeks during maintenance of each well. City reserves the right to inspect and require that the area impacted by the well maintenance and redevelopment work is restored to its original condition or better, to the satisfaction of the City, at the conclusion of the work, 1.1.2.2 Temroorary Construction Areas. Exhibit 3, attached hereto and incorporated herein by this reference, depicts the approximate locations of the Temporary Well Construction Areas, whieh permit District to occupy and use approximately 12,000- 15,000 square feet of temporary work area at each injection well for approximately 3 months during the construction period of the Project to accommodate drilling and well development, followed by Licensee's use of an approximate 3,000 square foot temporary work area at each injection well for 3 months to equip the well, During well drilling, development, and construction temporary sound mitigators shall be installed around the work areas to reduce noise generated by such activities. Portions of the well and pipeline construction will require active construction work over several 24 hour days. The District shall have the right to use temporary work areas along the alignments of Project shown in Exhibit 2. 1.1.13 Injection Well Locations. District shall construct each injection well below grade within vaults that have access hatches centered within existing parking stalls. An additional access hatch for personnel entry will be located nearby to allow emergency access into the well vault if a car is parked above the primary access hatch. City shall not authorize loads in excess of 16,000 lbs. to be placed on or over the well vault locations. 1.1.2,4 Backflus'h into Centennial Lake. When mutually feasible, City and District agreo to use well backflush water to replenish Centennial Lake water losses as a water conservation measure. District shall backflusb the injection wells into the existing Centennial Lake's wet well air -gap structure as a primary discharge outlet and to the Greenville Banning channel via City's existing storm drain system as a secondary discharge outlet. District shall coordinate with City at least 24 hours prior to any discharge to Centennial Lake by District. District's discharge of backflush water into the Centennial Lake shall not cause the Centennial Lake's water level to rise Co an elevation of over (ow into the existing spillway structure. District shall not be held responsible for events not directly related to District's discharge that may cause an overflow, such as City's -2- 25C -6 Centennial Lake filling systems, precipitation, or any other occurrence, If City or District determine a particular discharge event into the Centennial Lake is not feasible, District shall use the discharge outlet to the Greenville Banning channel and shall perform at its sole cost the necessary testing and permitting to comply with regulatory discharge requirements, District shall obtain all necessary permits for discharge to the channel. Discharge to the Greenville Banning channel will occur via a now air -gap structure located in the southwest portion of the park, One wall of the new air -gap structure will replace the current high school sign. The new air -gap will discharge to the existing City storm drain catch basin located on the north side of the Centennial Park access road as shown in Exhibit 2, The frequency, duration, and volume of District's discharge events will be determined by the individual performance of each injection well, It is anticipated, that during normal injeotion operations there will be two (2) discharge events per week totaling 140,000 gallons per week, 1,2 Coordination. 1.2.1 Design and Environmental Documentation. As stated in the MOU, on file with the City and District, District shall be responsible for the design and construction of the Project, preparation of all documents to comply with California Environmental Quality Act and National Environmental Policy Act, and shall provide staff assistance to the City of Santa Ana for coordination with the United States Department of the Interior. The District shall provide the City with an administrative draft version of any environmental documents prepared for the proposed. Project and respond to City comments on the draft documents prior to releasing the environmental documents for public review, The District shall not propose or agree to any mitigation measures that affect City lands without ,prior City approval, which may be withheld for any reason. The District shall include the City in the design comment and review processes. 1.2,2 State Grant, The parties acknowledge that the City was awarded a Land and Water Conservation Grant to build improvements on the park which requires that the recreational abilities of the park be preserved at all times, but in no event shall the recreational abilities of the park in any single location be impacted beyond six (6) months. Accordingly, to the extent that a well site is located in one of the Grant Improvement areas, the parties mutually agree that any binding commitment is expressly conditioned upon approval by the State of California (hereinafter, the "State"), The District shall assist the City in submitting required documentation to the State. The City understands that time is of the essence and will make a good faith effort to expedite this approval process. 1.13 Federal Govenmrent. The parties agree that a precondition to any binding commitment requires concurrence by the Federal Government inasmuch as the property in question was a Federal property transferred by the Department of Interior to the City as public benefit conveyance for development of a regional park and any licenses thereon require Federal concurrence, The District shall assist the City in submitting required documentation to the Federal Government, The City understands that time is of the essence and will make a good faith effort to expedite this approval process. Notwithstanding any provision of this Agreement, the parties mutually agree that any binding commitment is expressly conditioned upon concurrence by the Federal Government, In the event that this License is issued prior to concurrence of the M/02209 -0016 9316496.1 -3- 25C -7 Project by the Federal Government, then, notwithstanding any provision of this Agreement, the parties mutually agree that any binding commitment is expressly conditioned upon concurrence by the Federal Government. 1.2.3.1 No Disposal of Premises. The issuance of this License does not constitute a disposal of the Promises. Notwithstanding any provision of this Agreement, the City shall ensure that the Premises will continue to be used for public park and recreation purposes by the general public and be maintained in a safe and environmentally appropriate condition. 1,2.4 Coordination. District shall coordinate with the City during design, construction, and acceptance of construction in order to minimize disruptions at Centennial Park, The parties agree that they shall minimize any disruption to the operations of Godinez High School and the Centennial Career Education Center. District acknowledges that it shall be responsible for the replacement of all landscaping and park amenities that might be inadvertently damaged during construction as a result of the District's contractor negligence, District construction impact, District operational activities, or District maintenance. 1.3 Term. 13.1 Temnora_ ry Constriction Areas, The Temporary Construction Areas for the uses as stated in Section 1.1.2.2 shall comrnonce on the construction date approved by both City and District ( "Commencement Date ") and shall continue to and terminate upon the filing of the Notice of Completion for the Prolect construction ("Completion Date "), 1.3.2 Long -Term License. The long -term license for the uses stated in Section 1.12, shall commence on January 1, 2019 or the Completion Date, whichever one is earliest, (the "Commencement Date "), mid shall continue to and terminate at 11:59 p.m. local time on December 31, 2049 ( "Expiration Date "). This License and the District rights hereunder may not be extended beyond the Expiration Date unless such extension is set forth in writing and executed by both the District and the City. 1.3.3 Termination. The License shall terminate in the event that District materially violates any provision of this Agreement. 1.4 License Consideration. As consideration for the issuance of this License, and for District's use of the Premises for thirty (30) years, the District shall ,provide the following improvements to the Premises in accordance with the other relevant provisions of this License: 1.4.1 Paving. After the pipeline, well, said equipping construction is complete, the District shall improve all parking lots and roadways identified in Exhibit 2, Such paving improverents shall include the removal and overlay of the top two (2) inches of asphalt from the parking lots and roadways in accordance with City Standards, 1,42 Shared Recreation /Communication Structure 1. During the first phase of the Project construction, the District shall construct an approximate 1,550 square foot Shared Recreation / Communication Structure 1 as identified in Exhibit 2, for use as public restrooms and changing rooms for the City and a utility room for the District to house electrical and 1311022499.0016 9316498A -4- 25C -8 communication equipment. The final configuration and size of the Shared Recreation / Communication Structure I will be established by the District's final design, The structure shall be located in the northwest portion of the Park adjacent to the existing soccer field perimeter fence, A shared power service will be constructed below grade, to the extent possible, to the structure from the existing power distribution system owned by a third party, 1.4,3 Shared Reor ion /Communication Structure 2. During the first phase of the Project construction, the District shall construct an approximate 1,014 square foot Shared Recreation / Communication Structure 2 as identified in Exhibit 2, for use as a public restroom and office for the City and utility room for the District to house electrical and oommunication equipment. The final configuration and size of the Shared Recreation / Communication Structure 2 will be established by the District's final design, The structure shall be located in the northeast portion of the Park nearby the existing Skate Park, This structure shall replace the existing bathroom structure to be demolished by District. A shared power service will be constructed below grade, to the extent possible, to the structure from the existing power distribution system owned by a third party. 1.4.4 Skate Park Pence Iniyrovements, District shall remove and replace approximately 600 linear. feet of the fencing axound the Centennial Park Skate Park and replace it with six feet height fencing and shall construct an on -site security camera system connecting a camera overlooking the Skate Park to a digital video recording device within the proposed Shared Recreation / Communication Structure 2. The type of fencing and selection and location of the security camera shall be jointly determined by District and City during the Project design, 1.4.5 Guarantee. The District shall provide a five (5) year guarantee of workmanship and/or materials for the improvements and structures described in Section 1.4 and the final Project Construction Documents, excluding ordinary wear and tear and unusual abuse or neglect. Ordinary maintenance of the two (2) Shared Recreation / Communication Structures, contents, systems, and supplies shall be the sole responsibility of the City, excluding the two (2) District utility rooms. The District and City shall jointly share maintenance and repair responsibility for the portions of the structures that serve 'both as a District facility and a City facility. 1.5 Use of Premises 1.5.1 Conditions of Use. For and during the term of this License, and, any extension or renewal thereof, District's use of the Premises shall be subject to the following conditions, covenants and restrictions: 1.5.1.1 District shall use, occupy, and maintain the Ptemises in a business -like, careful, clean, and non- hazardous manner for the sole purposes specified in Section 1. 1.2 above in strict accordance with all terms and conditions imposed by the United States Department of the Interior as set forth in Exhibit 1. Written approval by the City of Santa Ana and written concurrence by the Secretary of the Interior or his/her delegated representative, NPS, shall be acquired for other proposed use in conjunction with or in, addition to those specified above. 1 31/0;47499-0016 9316499.1 -5- 25C -9 1.5.1.2 The District shall not maintain, commit or permit the maintenance or commission of any waste or any nuisance (as defined in California Civil Code section 3479 or the Santa Ana Municipal Code, as either play be amended from time to time) on the Premises, and the District shall not use or permit the use of the Premises for any unlawful purpose, 1.5.2 Utilities and Services. District shall be solely responsible for obtaining all utility service and for the payment of all utility design and installation charges, including but not limited to water and power, supplied to the Promises for those uses as defined in this License. Each party will be responsible for their respective monthly utility charges incurred after completion of construction of Project. 1.5.3 Permits and Approvals. District shall obtain any and all governrneutal permits, approvals, licenses and/or other authorizations which may be required in connection with the construction and use of the Premises as set forth in this License. 1.5,4 Area Restoration. District shall during the term of this License, restore any area disturbed during construction or maintenance of uses defined in this License to the general condition that existed prior to entry, at its sole cost and expense, reasonable wear and tear excepted. 1.6 Insurance. Without limiting District's indemnification obligations, the District shall maintain during the life of this License, Comprehensive General Liability insurance or commercial general liability insurance written on an occurrence basis providing for a combined single limit of at least $2,000,000.00 for bodily injury, death, and property damage or provide the City evidence that the District is self - insured. The District shall not enter or occupy the Promises until the District has obtained all of the insurance required herein from a company or companies licensed to do business in the State of California and the District shall maintain all such insurance in fill force and effect at all times during the term of this License and any extension or renewal thereof. Insurance shall be placed with insurers having a ctuxent A.M. Best rating of no less than A -:VII or equivalent. Alternatively, District may submit a Letter of Self- Insurance from its Joint Powers Insurance Authority ( "1PIA ") in lieu of a Certificate of Insurance in a form acceptable to the City. 1.7 Indemnification. Each Party shall indemnify, hold harmless and defend the other Party, and any of its officials, officers, employees or agents, from any and all claims, liabilities, obligations and causes of action, including reasonable attorney's fees and costs, resulting from any and all negligent actions or willful misconduct of the indemnifying Party or any of its officials, officers, employees, agents, consultants, and licensees in the performance of its duties or obligations under this License, PART 11 MISCELLANEOUS 2.1 Notices. Any notice, payment or instrument required or permitted to be given or delivered by this License may be given or delivered by personal delivery or by depositing the same in any United States mail depository, first class postage prepaid, and addressed as follows: If to District: 1711022499 -0016 9316498,1 -6^ 25C -10 If by mail: ORANGE COUNTY WATER DISTRICT P.O, Box 8300 Fountain Valley, CA 92728 -8300 Attn: Property Management If by personal delivery; ORANGE COUNTY WATER DISTRICT 18700 Ward Street Fountain Valley, CA 92708 Attn: Property Management If to City of Santa Ana If by mail: If by personal delivery, CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92701 Attn: City Cleric CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92701 Attn: City Clerk or such other person or address as either party may direct in writing to the other; provided, however, that such new or afferent person or address shall not become effective until acknowledged in writing by the party to whom directed, Except where service is by personal delivery or by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty -eight (48) hours after deposit in a United States mail depository. 2.2 Warranty of Authority, Each officer of the District and the City affixing his or her signature to this License warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions and provisions of this License, that his or her respective party has the full legal right, power, capacity and authority to enter into this License and perform all of its provisions and obligations, and that no other approvals ar consents are necessary in connection therewith. 2,3 Headings, The titles and headings of Sections and Paragraphs of this License, as heroin set forth, have been inserted for the salve of convenience only, and are not to be taken, deemed or construed to be any part of the terms, covenants or conditions of this License, or to control, limit or modify any of the terms, covenants or conditions hereof. 2.4 Time of Essence. Time is of the essence of this License. Failure to comply with any requirement, including but not limited to any time requixenrent, of this License shall constitute a material breach of this License. 2,5 Tn, tegration, This License represents the entire understanding of the District and the City as to the License and all other matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this 130224994016 93161198,1 -7- 25C -11 License. This License supersedes and cancels any and all previous negotiations, arrangements, agreements or understandings, if any, between the parties, and none shall be used to interpret this License. 2.6 Construction and Amendment. This License shall be construed, interpreted, governed and enforced in all respects according to the laws of the State of California and as if drafted by both the District and the City. No amendment, change or modification of this document shall be valid unless in writing, stating that it amands, changes or modifies this License, and signed by all of the parties hereto. 2.7 Successors. The License, and all of the terms, conditions and provisions herein, shall inure to the benefit of, and be binding upon, District, City, and their respective successors and assigns. 2.8 Partial Invalidity. If any term, covenant, condition or provision of this License is held by a, court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way affect, impair, or invalidate any other to=, covenant, condition or provision contained in this License. 2.9 Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties hereto. 2.10 Attorney's Fees. Subject to any other provision stated herein, in any action or proceeding between the parties hereto seeking interpretation or enforcement of any of the terms and provisions of this License or in connection with the Premises, the prevailing party in such action or proceeding shall be entitled to have and, to recover from the other party its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding in addition to its recoverable court cost, Acl�nowled�emerit: This Agreement and the obligations of the parties hereto are subject to the terms and conditions set forth in the deeds from the United States of America to the City of Santa Ana, dated_ September 1, 1967, June t, 1969, and June 30, 1977, and recorded at County of Orange Office of the County Recorder as Dociunent Np 16894 at Book 8384, .Page 210, Document Ne 410 at Book 9037, Page 694, Document N212861 at Book 12326, Page 1194, and the current Program of Utilization which governs the use of the assigned property. Violations of the said terns and conditions may be grounds for reversion to the United States of America, at its discretion and termination of this Agreement. Licensee owned personal and real property improvements associated with the real property, may be subject to seizure, without compensation, by the USA. ISIGNATUM, ON NEXT PAGE] (31/022499 -0016 9316498.1 ' 8' 25C -12 IN WITNESS WHEREOF, the parties have executed and entered into this License as of the date first set forth above. "District" "City" ORANGE COUNTY WATER DISTRICT, CITY OF SANTA ANA, a municipal a political subdivision of the State of the corporation California organized under Chapter 924 of the Statutes of 1933, as amended Cathy Green, President Miguel Pulido, Mayor By: ATTEST: Michael Markus P.E., General Manager APPROVED AS TO FORM: RUTAN & TUCKER, LLP General Counsel, Orange County Water District RECOMMENDED FOR APAL: GERARDO MOUET Executive Director of Parks, Recreation, and Community Services Agency By: Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: Vow- iu-. -F�..,.� M. Funk, Assistant City Attorney, City of Santa Ana 13 0022499 -9DI6 9110498.1 -9- 25C -13 111/022499.00 t6 9916498.1 EXHIBIT 1 USA Qiiitclsim Deeds (3) 40- 25C -14 w..,R9(,'O.RDING REQUESTED BY- y"cb i ,..'fl;~'rkof the 'Council I �.M1�w�� w:crnY Dr+ SANTA ANA 4 Bb 12326?91 194 ' 20•, CL'vi.c center Plaza ,e,t Santa Ana,, CA 92701 �O EA pT IN OFFICIAL RMO RDS ANOa COUNTY, CALIFORNIA Portion, F.C,C. Monitoring v C5 FRSCOIROse) 12 FMAUG S 1977 Station, Santa Ana Z- Calif -598C UECARLPL Eoxn anoadar rY ' RETURN RECORDED DOCUMENT TO DOCUMENTARY TRANSFER TAX $EXEMPT CITY 08 BANTA ANA ODITOLAIM DEEP nk ' Deputy Ller o�t��a qunca THE UNITED STATES OF AMERICA, acting by and through the Secretary of the Interior, acting by and through the Director, Bureau of Outdoor Recreation, under and pursuant to the power and authority contained in the provisions of the Federal Property and Administrative Services Act of 1949 (63 Stat. 337), as amended; and particularly as amended by Public Law 485, 91st Congress, and regulations and y orders promulgated thereunder (hereinafter designated "Grantor "), for and in n consideration of the perpetual use of the hereinafter described premises as And for public park and public recreation area purposes, by the City of Santa Ana ( harelnafter designated "Grantee "), does hereby release and quitclaim to y M Grantee, and to its successors and assigns, all Grantor's right, title and Interest in and to the following described property located in Orange County, California and Consisting of approximately 21.65 scrasl p Begin at portion of Section 22, Township 6 South, Range 10 West, COWsahcing at a point in the Easterly Line of the Santa Ana River, as shown on Record of Survey Map No. $061, recorded at the Office ' of the Recorder, County of Orange on ,January 31, 1966, Record of Survey Map Book 65, Page 28; where the Center Line of Edinger Avenue intersects said Easterly Line; thence, easterly along said Center Line of Edinger Avenue N. 88° 50' 00" E., 1390..00 ft. to a point, thence S. V 10' 00" E. 62.00 ft., to a point in the Southerly Line of Edinger Ave.; said point also being the True Point of Beginning; thence easterly along said Southerly Line of Edinger Avenue N. 88° 50' 00" E., 869.11 ft. to the beginning of a tangent curve to the southeast with a radius of 948.00 ft.; thence easterly and southeasterly along said tangent curve through a central angle Of 120 14' 17" an arc length of 208.61 ft, to a paint in the Westerly Line of the Orange County Flood Control District Channel as shown on'aforemantioned Record of Survey Map; thence southwesterly along said Westarly Line of the O.C.F.C,D, Channel S. IV 521 12" IN, 1874.31 ft., to a point In said Westerly Line of O.C.F.C.D. Channel; thence westerly along a line S. 88° 50' 00" W„ 761,'19 ft, to a point; thence northerly along a line perpendicular to the last described line N. 1° 10' 00" W., 1080.00 ft. to the True Point of Beginning. To Have and to Hold the hereinbefore described property, subject to the reservations, exceptions, restrictions, conditions and covenants horain expressed and set forth unto the Grantee, its successors, and assigns, forever. The herainbefore described property is granted by the Grantor to the Grantee subject to any and all outstanding easements for streets, utility systems, rights -of -way, railroads, pipelines, and /or covenants, restrictions, reservations, auditions, and agrooments of record which now exist affecting the foregoing described premises. The Grantor expressly excepts and reserves all oil, gas, and mineral rights and deposits in said land to the Grantor or to such person(s) as may be authorized by the Grantor to prospect, mina, and remove such deposits from the hereinbefore described property under applicable laws. Pursuant to authority contained in the Federal Property and Administrative Services Act of 1949, as amended, and applicable rules, regulations and orders promulgated thereunder, the General Services Administration determined the property to be surplus to the needs of the United States of America and assigned the property to the Department of the Interior for conveyance to the Grantee, It is Agreed and Understood by and between the Grantor and Grantee, and the Grantee by its acceptance of this deed, does acknowledge its understanding of the agreement, and does covenant and agree for itself, and its successors and assigns, forever, as follows: 25C -15 BK 12326H 1195 1, This property shall be used and maintained for the public purposes for which It was conveyed lit perpetuity as set forth in the program of utilization and plan contained in the appli- cation, submitted by the Grantee on November 19, 1475 which program and plan may be amended from time to time at the request of either the Grantor or Grantee, with the written concurrence of the other party, and such amendments will be added to and become a part of the original application. 2, The Grantee shall, within 6 months of the date of the deed of conveyance, erect and maintain a permanent sign or marker near the point of principal access to the conveyed area Indicating that the property is a park or recreation area and has been acquired from 'the Federal Government for use by the general public, 3, The property shall not be sold, leased, assigned, or otherwise disposed of except to another eligible governmental agency that the Secretary of the Interior agrees in writing can assure the continued use and maintenance of the property for public park or public recreational purposes subject to the same terms and conditions 'in the original instrument of conveyance, However, nothing in this provision shall preclude the Grantee from providing related recreational facilities and services compatible with the approved application, through concession agreements entered into with third parties, provided prior concurrence to such agreements is obtained in writing from the Secretary of the Interior. 4. From the date of this conveyance, the Grantee, its successors and assigns, shall submit biennial reports to the Secretary of the Interior, setting forth the use made of the property during the preceding two -year period, and other pertinent data establishing its continuous use for the purposes set forth above, for 10 consecutive reports and as further determined by the secretary of the Interior. 5, if at any time the Grantor shall determine that the promises herein conveyed, or any part thereof, are needed for the national defense, all right, title and interest in and to said premises, or part thereof determined to be necessary to said national defense, shall revert to and become the property of the Grantor. 6, As part of the consideration for this Deed, the Grantee covenants and agrees for itself, its successors and assigns, that; (1) the program for or in connection with which this geed is made will be conducted in compliance with, and the Grantee, its successors and assigns, will comply with all requirements Imposed by or pursuant to the regulations of the Department of the Interior as In effect on the date of this Deed (43 C.F.R. Part 17) issued under the provisions of Title VI of the Civil (tights Act of 1964; (2) this covenant shall be subject 'In all respects to the provisions of safe regulations; 3) the Grantee, its successors and assigns, Will promptly take and continue to take such action as may be necessary to effectuate this covenant; (4) the United States shall have the right to seek judicial enforcement of this covenant; (5) 'the Grantee, its successors and assigns, will (a) obtain from each other person (any to at entity) who, through contractual or other arrangements with the Grantee, its successors or assigns, is authorized to provide services or benefits under said program, a written agreement pursuant to which such other person shall, with respect to the services or benefits which he is authorized to provide, undertake for himself the same obligations as tnose imposed upon the Grantee, its successors and assigns, by this covenant, and (b) furnish a copy of such agreement 25C -16 OK 12326P61 196 to the Secretary of the Interlar, or his successor; (B) this covenant shall run lriith the land hereby conveyed, and shall In any event, Without regard to technical classification or designation legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit of, and in flavor of the Grantor and enforceable by the Grantor against the Grantee, its successors and assigns; and (7) the Grantor expressly reserves a right of access to and entrance upon, the above described property in order to determine compliance with the terms of this conveyance. 7. In the event that there is a breach of any of the conditions and covenants herein contained b the Grantee, Its successors and assigns, whether caused by the legal or other inability of the Grantee, its successors and assigns, to perform said conditions and covenants, or otherwise, all right, title and interest in and to the said premises shall revert to and become the property of the Grantor at its option which in addition to all other remedies for such breach shall have the right of entry upon said premises, and the Grantee, its successors and assigns, shall forfeit all right, title and interest in said premises and in any and all of the tenements, hereditaments and appurtenances thereunto belonging; provided, however, that the failure of the Secretary of the Department of the Interior to require in any one or more instances complete performance of any of the conditions or covenants shall not be construad as a waiver or relinquishment of such future performance, but the obligation of the Grantee, its successors and assigns, with respect to such future performance shall continue in ,full force and effect; B. In the event of reversion of title, the Grantee shall be required to provide protection and maintenance for the property until such time as the title reverts to the Grantor, including the period of any notice of intent to revert, IN WITNESS WHEREOF, the Grantor has caused these presents to be executed in its name and on its behalf this the 30th day of dune, 1977, UNITED STATES OF AMERICA Acting by and through the Secretary of the Interior By 25C -17 • ft 6K 1232CF61 197 COUNTY OF SAN FRANCISCO STATE OF CALIFORNIA as. On this 30th day of June, 1977, before me, Mary E. Meredith a Notary Public in and for the City and County of San Francisco, State of California, personalty appeared Frank E. Sylvester, known to me to be the Regional Director, Pacific Southwest Region, Bureau of outdoor Recreation, of the United States Department of the Interior, San Francisco, California, and acknowledged that he executed the within instrument on behalf of the United States of America, acting by and through the Secretary of the Interior. MARY F. MERCCIYH nOTARV PUALIO . OALpOflNI, n9l -Wal 11Ml Iry Ny Commission Expires: i The foregoing conveyance is hereby acceppted and the undersigned agrees, by this acceptance, to assure and be bound by a71 the obligations, conditions, convenant5 and agreements therein contained. By \ �ftCitCity Manager + Y This is to certify that the interest in real Property conveyed by the deed or grant dated ,,,� 11 �1�1°�"r'1 — from - ns,, to the City of Santa Ana, a politico,: ocrnoration and or governwent al agenoy, is hereby accepted by tba undereio ed officer or agent on be- half of the City Council purouent to authority conferred by P.asolution No. 69-156 of the City Council adopted on Ootober 6, 1969, and the grantee consents to recordation thereof by its duly authorized of'f'icer. 1�y l "/tu{ `y City Manager 4 25C -18 — -- WC:adg 7/9/77 BK 12326P51 158 RESOLUTION N0. 77 -75 A RESOLUTION 07 TE'EE CITY COUNCIL OF THE CITY OF SANTA ANA ACCEPTING A QUITCLAIM DEED FROM THE UNITED STATES OF AMERICA PURSUANT TO APPLICATION DATED �.+ NOVEMBER 19, 1575, WHEREAS, THE UNITED STATES OF AMERICA has executed C and delivered a quitclaim deed dated auns 30, 1977, conveying to the City of Santa Ana certain real property for Public park and public reoreation Purposes on the mouth side of Edinger Avenue oast of the Banta Ana River, Pursuant to an aPPlication for surplus Federal property dated November 19, 1975. NOW, THEREFORE, BE IT RESOLVEn by the City Council of the City of Santa Ana am follows: That the City of Santa Ana accepts said quitclaim deed and the canvoyance thereby made, and the C9.erk of the Council is directed to cause said quitclaim deed together with a copy of this Rosolution to he recorded in the office of the County Recorder. ADOPTED this 18th day of Ju1Yr 1977, by the following vote: AYES, COUNCILMEN: Brandt, Garthe, Bricken, Ortiz, Yamamoto, Ivans, Ward NOES, COUNCILMENi None ABSENT, COUNCILMEN: None ATTEST: ... . ORTGrNTAT -1 °'^.ai ^:D PY MAYOR CLERK OF TAB COUNCIL APPROVED AS TO FORM: 711E I'ali:4d: L; ICSi3'.f'.1']Y ri �� FULI. T ^lC G. ^ ia(',h!.a l.f fY pF J ` nn• . -� .... FLORENQ.....I'iNE r. +ln`. ....1..`..,,......_. 1.11 i1'.....L l'.. r "- e m c .,.................., CITY AT'T'ORNEY to ..... ...............`.!F�,Y'�,�+M�'l nu un' 25C -19 811 2326P 1 199 „ ,r �L:'.1 t �.. 14 ..a lay b.ee nneenea o •. +�., + ••�'•"' ° °n. ..y me b b.e.... .. b. nnm. +.....n. n e.N b. va.nnr.n ...4r. d.• e. n b .nu.. �.POA�SED F�l /rP0 /E/y OflPk S /T�- ,fV.Tg0 1-0-4.7 sle 25C -20 Security Title •9N3 J MHK aF50LU1 N5N p.N, Mom G" 1'Vlc lwftgN Ar P, N"huln- ..I�I.�.:'.._I,1ecv.9nnNC lD9 -too -5 8 ��r._ Portion, FCC Monitoring station Santa Ana, California 9 4- C411f -598 -5 (City of Santa Are) 22LVLAIM DEED r ,rR baop,90:37 1A4:694 /3 .1.3 r2- THIS DERD made the let day of June 1969, by and between the UN17ED STAPES Of ANTRICA, acting by and through the ADMINISTRA1pR OP GENERAL SERVICES, undor and pursuant to the powers and authority con- tained in the previsions of the Federal Property and Administrative Servicna Act at 1949 '(63 Stat, 377), the Surplus Property Act of 1944 (58 Stet, 765), as amended, more particu Lavly by Public Lew 616, 80th Congrass, approved ,Tune 10, 1948, and the regulations and orders issued pursuant thereto, P4r•ty of the first Part, and the CITY OF BANTA ANA, a moniOLpal corporatton under Che two of the Strata of California, Party at the Second Part, WITNES E s The Said party Of the First Part, for and in consideration of the bum of TEN DOLLARS ($10.00), receipt of which is hereby acknowledged, and the conditions, covenants and restrictions herein set forth, and in further consideration of the continuous use and maintenance of the premises by the Party of the Second Part as and for A public park for public recreational purposes, and other good and valuable consideration, has remised, released and forever quitelaimod, and by these preaante does romiea, release and forever quitclaim, unto the Party of the Second Part, and to its oucceasors and sA&iUnR' that real proparcy eituota in the City of Santa Ana, County of Oxango, State oC California, doacribad so follow Those portions of Section 22, Township 5 South, Ranga 10 West, in the Rancho Las Rolsaa, in the City of Santa Ana, as shown on a map recorded in hook 510 page 12 of Misoollamous Maps, records of Orange County, Coliforn9.a, and of Lora 1 and 4 of Tract No. 1024, in the City of Santa Ana, as ahown on a map recorded to book 33, page 33 of Miscellaneous Maps, reoordn of Orange County, California, described as follows; Beginning at the point of intersection of the Raotarly line of the river right -of -way of the Newbert Procaetton District with the North 'line of the southeast quarter (sS'�) of the Northwest quarter (NW40 of Section 22, TawnohLp 5 South, Range 10 West, s,ri,Y4,6M,; thence along said North lino Nurth 880 50' East 1368,951 foot to a point; thence south 10 10' East 1154 feet to a paint; thence South 530 39' 02" West 394.426 feet to a point; thence South 000 591 00" East 280.00 foot to a point; thence North 090 20' West along Cho South line of Lot 4 and its Westerly extenaton of Tract 1024 as shown an A map thereof recorded to Rook 33 at Page 33, Miscollaneous Maps, Records of Orange County, California, a diatanae of 1600,00 feat to a point in the said Easterly line of the river right -of -way of the Newbert Protection District, said Easterly line being on the are of a curve concave Northwest- erly having a radius of 23,093.33 fast, the radial to said curve of said point bears South 700 04' 58" Raati Chance NorCheas tarty along said curve through a aentral Anglo of 40 13' 3O" an are distance of 1,702.906 foot to the point of be- Stnning. Subject to easement and license for road right -of -Way along the Northerly 52 foot for Edinger Avenue, .. ............«..,....- m..._+. -,— .- ._,,... I Fii D.F' Rpdtla 4Ee AT af:RU C9T,On 25C -21 4� Portion, PCO Honitortng Station �CGs �q �'7 i11� Santa Ann, California 94- 001if�596 -11 (City of Santa Ana) Excepting therefrom the following described land; Raginnin8 at a point 30 feet Scuch 00 59' 00" East and to fact South 880 50' West from an iron axle set in the cancer tine of Edinger Avenue on the Westurly extension of the North line of "Tract 507, Santa Ana Cardona 2," as shown on map recorded in Book 20, pages 11 and 12 of Miscellaneous Maps, records of orange County, California, said auto heiog 980.82 feet South 880 50' West from the point of intersection of said North line with the center line of Cornell Avenue as shown on said map; running thence South 00 59' 00" East 100 foot; Chance South 880 50' West 40 feet; Chance North 00 59' 00" West 100 feat; Choose North 880 50' East to the point of beginning. ALSO SUBMIT to all easements, Ilona, reservatiene, exceptions or intareetg of record or now existing on the premises above described, SAID PROPERTY transferred hereby wao duly determined to be our - plum, and was assigned to the General Serviaaa Administration For dio- poaal pursuant to Cho Federal Property and Administrative Services Act of 1949 (63 Star. 377) , as amended, and applicable rules and regulations, TO 'HAVE AND TO H01D the said premises, with their appurtonan"S, unto the said Party of the Second Part, its Successors and asstguo, Sub- ject to the reservations, conditions and covenants herein contained, The said Party of the Second Part does, by the accapcsnca of this deed, covenant and agrea for itself, and its successors and assigns, fOVOWT as Follows! 1) The premises above described shall be forever and con- tinuously used and maintained ca and for a public park and pub- lic recreational area, and for Chase purposes only, to Record - once with the Applicotion for Public Park, Public Recreattonal Area and /or Historic Monument of the Party of the Seannd Pare dated November 18, 1968, copies of which are on file at the offices of the Bureau of Outdoor 'Recreation, Department of the interior, in San Francisco, California, and in the offices of the Party of the'Second Part to Santa Ana, California. 2) pram the date of this conveyance, the Party of the Second Part, its Successors and assigns, shall file biennial reports with the 8o4retgvy of the Interior, matting forth the use of the property during the preceding two-year period, and other portinoat data establishing i,ta continuous use of the premises for the purposes set forth above. 3) The Party of the Second Part will not sell, least, or otherwise dispose of, any of she premises above described except to another local Suveinmental agency that the 8edratary of the Interior is satisfied can assure the continued toe and matntonance of the property as and for a public park for recreational purposes. 4) The Party of the First Part shall have the right dur- ing Cho existence of any national emergency declared by the President of the United States of America, or the Congress 2 - 25C -22 portion, FCC Monitoring Station 90r�7 Santa Ana, California hooi, Id(f696 9- E- Calif -59B -B (City of Santa Ana) thavaof, to the lull, unrestricted possession, control and use of the premises, or any part thereof, without charge; EXCEPT that the party of the First Part shall be responsible during the period of such use, if occurring within a period of twenty (20) year$ from the date of this conveyance, for the entire 000C of maintaining the premises, or any portion thereof, so used, and shall pay a fair rental for the use of any installations or structures which have been added thareto without Federal aid; PROVIDED, HOWEVER, that if such use is required after the expiration of a period of twenty (20) years from the data of this conveyance, the Patty of the First ?art shall pay s fair rental for the entire portion of the premises so used. 5) As part of the consideration for this deed the Party of the Second Part, by aecepLioua thereof, covenants and sgroao for itself, its ouaOdOSOTa and asstgne, Char (1) rile Program for or in coinoation with which this dead is made Will be conducted in apmplianee withy and the Party of the Second Part, its successors and assigns, will comply with, and will require any other parson (any legal entity) who through contractual or other arrangements with the Party of the Second Part, its euccassora or assigns, is authorized to provide servicae or benefits under said program to comply with, all requi'romoeta imposed by or pursuant to the regula- tions of the Gonorat Scrvioes Administration ao in effect ou the date of this dead (41 CPR Subpart 101 «6,2) issued under the provisions of Title VI of the giv'1L Rights Act of 19641 (2) this covenant shall be subject in all respects to the provisions of said regulations; (3) the party of the Second Part, its successors and'assigns, will promptly take and continue to take such action as may be necessary to effectuate this covenant; (4) the United States shall have the right to seek Judicial ami!OMemunt c£ this covenant, and (y) the Party of tha Second Park, its succus a ova and aaaigns, will (a) obtain from each other person (any Legal entity) who, through contractual or other arrangements with the Party of the Second Part, its successors or assigns, is authorized to provide services or benefits under said Program, a written agreement pursuant to which such other person shall, with respaot to the services or bduof' is which he in authorized to provide, undertake for Memel£ the same obligations as those imposed upon the Party of the Second Part, its aunceasors and assigns, by this cPwnant, and (b) furnish the original of suah agree- ment to the Secretary of the Interior, or his successor, upon his request therefor. This covenant ahall run with the lead hereby conveyed, and shall in any event, without regard to technical nlasai£LCnti pn or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit of, and in favor of the Party of the First Part and Onforenable by the Party of the mirat Part against the Party of the $stand Part, its auocaesora'and assigns. to the avant of any bxoaeh of any condition or oovenant herein ocaWned, tagardleae of the cause of such breach, all right, title, and interest in and to the above described property, in its then existing condition, including all improvements thereon, shall rovart to and be- - 3 25C -23 i I Portion, FCC Monitoring station Santa. Ann, Cal Lfornia 9- Z- Cali£ -993 -11 (City of Santo Ana) 8oa9C37 in,697 carne the property of the United States upon demand made in writing by the Secretary of the Interior, or his successor in function. In such event the United States shall have the immediate right og entry upon said property, and the Party of the Second Pert, its suocoadora and assigns, shall forfeit all right, title, and interact in anid property and in any and all of the tenements, heradicenusnts, and appurtenances therounto belonging, and shall take each action and execute such documents as may be necessary or required to evidence transfer of title to such property to the United States. The failure of the Secretary of the Interior, or his successor in function, to insist upon complete performauos ag this condition in any one or store to- atmioes shall not be ounebrued as a waiver or ra linquiahment of future performance thereof, but the obligation of the Party of the Second pert, its successors and assigns, with respect to such future perform+ sate shall continue in full force and. effect. IN WITNESS WHEREOF, the UNITED STATES OF AWRIOA has cacsod theca presents to be executed as of the day and year first above written. UITITRD STATES OF AMRICA Acting by and through the ADMINISTRATOR OF GENEW 841MOES By red R. Jailnaton Ch , ReaaL- operty Division Property Management & Disposal Servica general Services Administration Region 9, San Francisco, California STATE OF CALIFORNIA se: City and County of San FrgnOlson ) on this 104 By a£ , 1969, bolero me, Sigrid E. Andoraoo, a Notary Public Ln for the City and County of San Granc Lsoc, State of California, rsonslly appeased FRED H. JOHNSTON, known to me to he the Chief, Reel Property Division, Property Managa* ment and Disposal Service, General Sarvtcaa Administration, Region 9, San Francisco, talifornia, and acknowledged that be executed the within instrument ou behalf of the United States of America, acting by and through the Administrator of General Services, WI'T'NESS my hand and official seal. r•'r ^'^'^'�"+" ^s?- Sigrid E. Anderson Notary public 'fi7,T i ^J T. a'F5L ?4.TP�Id in and for the City end County of :'1 ��' Ih'Jffi4 pF ban Francisco, Stara of Cali.£arnis My Commission Hxpixes: Mar, 3, 1973. -4- 25C -24 � M`/ toinn0aa!an GW�ru !1a,�,e 3, 19].3 My Commission Hxpixes: Mar, 3, 1973. -4- 25C -24 e � l=J Cy � OO F 3 0 tit ao�a9037 •� -F 25C -25 ti i '� 1J h 1684 paa�8384 rAC¢210 Portion PCO Monitoring Station ' Santa Ana, California THIS DEED made the lot day of September 1947, by and between the WITED STATES OF 'AMBRICA, acting by and through the ADMINISTRATOR OP CENRRAL S16RVICS9, under and pursuant to the power$ add authority contained in the provialons of the Fedaral Property mod Administrative Services Act of 1949 (63 Stat, 977), the Surptuo Property Aot of 1944 (58 Stat', 765), as aaianded, more pavtiourariy by public Low 616, 80th Congtoos, oppr0ad June 10, 1948, and'the ragulations and orders issued pursuant thereto, Patty of the Pirat 7kt, and the CITY OF SANTA ANA, a municipal corporation under the laws of the State of California, Party of the Second fart, WITNMM11• The said Pasty of the Virst Pert, for and in consideration of the aura of NINETY -FIV9 THONSAND, TWO M=b FIFTY DOLLARS (095,230,00) receipt of which is hereby eaknowladged, and in further oan4lda'r4tion of the continuous use and maintonanaa of the Francisco by the Party,of the Second PgkC wand for a publto park for public recreational pur- poaaa, and other good nod valuable consideration,, has rem£oed, ro l6aead and forever quitclaimed, and by those presents doe's 'rpmlea, 'ralesea and forover quitclaim, unte the Party of the Second Pact, and to Lte suc• connote and asotgna, that real property situate in the County of Orange, State of California, described as Eollowa: That portion of Lot.l of Tract Nu,.1024, as shown on a map recorded in Book 33, page 33 of Miscellaneous Maps, v000rda ' of Orange- Countyf Col "ornia, described as fotlowni 30g4nhing at a point an the want line of said Lot l which in , 18635 fee t,'N'ortnarly, (matured along maid Went line, from the ectthwest cornar of said Lot 1, and running thence North , .00c 90' 00" West along said Want line 105,65 feet; thence ' north 930 39' 02" Heat 394,426 feet to a polar on a line parallel with the North line of said Lot 1, said parallel line being 1154 feet Southerly, 'measured at right'angles. Prom rho Contorline 00 Ed lager Sttaat as shown oh said Treat No. 1024; thanoo North Be* 50' W' East along sold parallel line 761,19 goat to the feat llae of that certain PArcol 1, in the dead from W. F. Otoddy and Mooring M Cteddy be the trnited States of America recorded June 9, 1941, in Book 1100 at page, 43, Offipial Record# of Orango. County, California; thence South 1.50 49' 32" Want Hong otid East line 359.522°' feat, thence South 89° 20' 20" goat 978.892 feet to the point of beginding, containing 7,175`aotea, more or less, ASOJECT TO 611 casementn, 114ne, teaervationa, „emoephione or intereoea of tcoded oVIeW mhi6ting on the premises Abobe described, 1, SAID'PkOPERTY transferred hereby was duly detareinedf to be surplus, and wan asaigued to the general Sbrvicga Administration for disposal pursuant to the Federal Property And Administrative Services Act of 1949 ( 6 3 Stat, 377), an amended, and applicable Mules and regulatlans .. a; 25C -26 0 li aW a a� N zo FFFddd Pottion p0monitoking Station Santa Ana, California ' 9- 2- 0alif•dSg•P . (pity of Santa Ana) TO RM AND TO NOyD the said pramthas, with their appur tsneneea, unto the said Party of the Second Part, its sucepan ore and designs, sub,)ech to the reservations, conditions and covenants herein contained, The said Party of the Second Part does by the acceptance of this deed uovanent and a'grae for itself, and its aucakasara and assigns forever, as fallowat 1) d'ho Ore,aLoes above deoaribad shall be fovovat and can- tLnuc4sty used and maintained do had for A public park and public recreational area, and for those purposes only, in accordance With the Application for Public Park, Public Recreational Area and /or liiatorie Monument of the Party of the Second Part dated JAnuaty 20, 1967, copies of Which are on file it the offices of the Anrean of Cubdo4r RacrsntLen, Department of the Interior, in San Francisco, California, and in the offices of the Party of the Second Part in Santa Ana, California, 1 ' 2) Pram the date of this conveyance, tits Petty of the Second Fart, its .successors end ass£gna, shall file biennial reports with the Socrataryxi the Interior, aettiug forth the use of the prop arty during the preceding two -year period, and other porcinant data 9otablLahing its continuous use of the premihaa EOV the purposes -Oct forth above„ 3) The Party of the Second Part will not sail, inane, or otherwise dispose of, any of the premises above described except to another Ideal .govamoohtdl agency that the Secretary of the interior is datLofted can ensure the continued use and maintauened of the property an and for a public park for recreational purposes, 4) 'The Party of the First Part shall have the right during the exi$tones of any pat£cnal ommonoy declared by the President of the United Statds.of Amertoa, or the Congress, thereof, to the full, unrestricted possession, control and use of rho premie es, or any -part thereof, without charge; EXCEPT that the Party of the pirst Part shalt be responsible during the:perLod of such use, if Occurring within a period of twenty (20) year$ from the data of thin convoyanoo, for the entire eoat,of meintaining the pretdiada, or any potting thereof, 90 used, and atoll pay a fait rental for the use of say installation, or otruoourca,whioh have heed added• thereto wl.thout Federal aid; iAOVIDED, HOWEPPR, that if such use is re4aired after the expiration of a period of twenty (20) years from the data of this conveyance, the Petty of the Pirat Part OWL pay a felt rental for the entire portico of the premiaas so used, 5} As part of the consideration for this deed the Patty of the Second Part, by acooptsaoe tharoof, covenanto end agreed for itself, ttd successors and 409Lgns, that (1).the program got or in condection with which this dead is .made will be con - auotdd'in compliance with, and the Party'of the Seeend Pate, its ouaegosore and assigns,, will cbmply With, and will roquita any other patron (any legal ,onti,ty) who through contractual or other arrangements With the Party of the Second Part, its suoceeanrs -2- 25C -27 Portion FCC Monitoring station Seats Aria, Caltfbrais pJ,6'N =4 IStpF 2 1 9- yaG¢lif -S88 -B (City of Santa Ann) Or asaf.gna, is authorized to provido services or benefits under said progi'sm Ito aomply frith, All requirements impooad by or,phtounst to "the , re@utatiorta of the GonerAi Services A.dminLstration as ifi oefeet `an the data of, this dead (41 OPh subpart 10i -6.2) f.asued under -the provieiond of Title Vl of the Civil 7lights Act of 1964,; (2) this covenant shall be subject in all re'apecto to its provisiuta of said regu^ lations6 ,(3).the Party of the Secoad'Vart, its sucOessors and assigns,, will promptly' Cato and continue to take auah action as may be accessary to eifec'tusta thin novananti (4) , the Chit ad states shall bans the tight to cook judicial ehfordemeht of tW.e aavanent, std (5) the Party of the , Second Part, ILA'aueaaaaote sad asa,igns, will (a) obtain from each other person (say 19991 entityj.'whe, thtou$h� contractual or other Arrangements with the Party of the Second Part} its sundnsaors of assigns, is authoriAed to provide aarvisaa Or benefits under,said, Program, . a written agteemeat p6ewsunt to &filch ouch other parson shall, with , respect to the services or benefits which he to authorized to provide, undertake for himself the some obligOticnA As those imposed upon the party of the second part, its ounces - sets and assigns, by this covenant, and (b) furnish the Original of such agkeemett to the secretary at the lntorior, or his successor, upon his request therefor, This covenant shall run with the land hereby conveyed,.nnd shall in Any event, without regard to technical clasaifiOAtion or d9nig- nation, lagal or otherwise, be binding to the fullest eftteht permitted by law and equity far the benefit of, and id favor of the party of the First Part and enforceable by the Party of the First Part against the Party of the Second Part, its' successors and assigns. 6) The Party of the 34000d Part, its sucosaeors and , Assigns covenant and Woo Aa A part of the conaideratinh of this conveyance that they will not use not pefmtt A nee of the land haro'lu conveyed in -such a manear nn to aauOO 0104tr6- magnati4 radiation capable of causing intnrference of any kind vhatsoovar that will impede or diminish to any way the Otfinianc monitoring operation of the United states Government Monitoring Station located on land adjacent to the land conveyed by this instrument, The Perry of the Second Part, its OuceesOerO and assigns further cdvesaht'and agree not to iastAll at permit to be installed on the land hdrein described any device or devices, mechanical, aloatti.cal or otherwise cduAiGg ar likely to cause interference of any kind whatsoever with the tacdPtion of radio signals Ab the s£otoodid United States ateats,mant Monitcring Station, 'Tha patty of the Second Paxt„ lto oucoessors and assigns Also covonant'and Agree not to 'build or permit to be built on said land a tower ar any other kind of akroaWro of more than iGo feet in height aboV,6- ground without wvttcan per• misdi6a Iroia the padoial Communled.Yione Commission. The cove Cents'is this paragraph 6 shall run with, Cho land, be binding upon the parties and all persons clAimi »g under ^them until such " Lite as the sdjanent P,ederal GanmunioAtiuho Commission mopitoring station property is vacated by the vatted statai Government, g - a , 25C -28 Portion FCC Monitorigg Station Banta Ana', California dm'8384 m6(.241 3 M.6411£ -598+9 (pity of Santa Ana) Yn the avant of any breach of nay condition or COVeAant herein ryry contained, regardless of the cause of au011.broaab, all right, title, and J interest in and to the above- doocribad property,, in Its than emitting U condition,' including all imp COvammate thereon, ahall revert to and become r V6 the ptopeuty of the, United Stated upon demand mode in writLAS by the Secretary of the Ioterier, or his deceased% in function, In such avert the United States ahaLl have the Immediate right of entry upon said ?top- 0 Try, and the Party of the Second Part, ice successors and assigns shall farfeit all right, title, and intarast in amid property And Ln any and all of the tanamonte, hateditamento,- and appurtenances thereunto bolbnging, and shall take such cation and execute such daeumanta ad may he naadeaary or vaquivad to evidenoe transfer of title to auob property to the Galtad' Stated, The failure of the Secretary of the lntaziot, or him successor in funot£on, to insist upon CCMPldte perfOrmanoa of this condition In any Ono or more instandea a1,4£1 not be conatruad in a Waiver or reliuquiOhment of faturo porfotmmnae thereof, but the obligation of the Party of the gacohd part, its successor& and aas£ana, with reapeoe to such future performance shall continue Ia fuli forms and effect, IN W%TtaeBS 1PlY9DF,CF, the LrAtT9D STAT9d OF AMSRICA tan causal , theme presents to be oxacuted as of the day And year first above Written, UNITHI) SIAM CF M41MA Arcing by and through it's AMcWTgTRATGR CF CRFgRAL S9&VICSS Fred J hndton C9iaf, Real Yro ty Division Property Managema t and Disposal SerV£ca General Sarvioc& Administration' Region 9, ben Prhncisco, Cali£orn£h, OATS CF CALIFORNIA ) ( s&: City and County of San Fxaacieco ) on this � day of"'e''196Y + e me, Sigrid', Anderson, a Not4ty public in an for t City slid County Of San Ftanoiabo, State of California, °perdonelly appeared FR9D R. JOSMSTCN, known to me to So the Chief, Real Property 10istoo" Property Management d Disposal Service, fdeoeraL Services Administration, Region 9, Ban Freucieco, Califorutm, and aaknowledgad through-the Adminiatrator 64 Sanarnl within jultrument on sGniCOd Servieen. WkMSS my hand and Offlotal deal, 'a `4 a� (.il ajj'n, t0� }.. •71'1 /�.('i /f///��✓/'�yj�l 9 �• a d4jgrid E. AAdanaOA .i 1 !n'•; a:j .,t a •, ,?,.,.7�.:'1 i Notary Yahlix f to and for tho CLty slid Ccgnty of h,,�,';. "•,'�, .,; �;� Sao FK &RC1aoo, SCdcO of California " My COmmias£on Rxpiees: 4Sardh 4, 1969 -4+ 25C -29 25C -30 M a` P �P r EXHIBIT 2 snared Racleaacn 1 Commumaa?.no $iNC10a I 15 Fml CorolNCannAraa Confine on Each Conveyances Shred NrAap SVUdua EDINGER AVENUE MA {� I � fi wow Recleallo f Cammunked. BWWa2 Skala Park Fence lmpravamanls N Mid-Basin Injection Well Project e' —I�3el mild Pranises — P -$uppry PipeYne ® PInpcdon Weo Cmronnlal Park — PSac40ush Pipefne — P -Power PPovemenl lmpmveinanb Enmbil l'Premises IJI 0224%-[K) 14 eJ16A9n.1 25C -31 EXHIBIT 3 s w 100 - -- p.Dackgush Pipeline IAllling Area — P.Supply Pipeline Equipping Area I 1 I I], 49041011, glI!• JIM t - = 25C -32 Mltl-Basin Injectipn Well Project Well Drilling a Construction Impact Areas Elhieit 2 Tgmpdary Tvell UnVruCOen Areas �y 3NO OrdI -31 Parking Spaces(t7462 Sgft) M, Or 11 -Pe q6c 1 - 6 ASgF F 3 MG Equip. 12 Spaces (3.000 SgFtl 3M Eq p Sps I _0 SGF �j 3MO o Ecut Parking Spaces 3t S!� 3 Mp Equip t4 Spaces r'i ..�„ .... '.k Drell -20 Parking Spaces (10 300 SgFll ,. JJJ ± Nlo Equip 10 Spaces (3006 SgFq s w 100 - -- p.Dackgush Pipeline IAllling Area — P.Supply Pipeline Equipping Area I 1 I I], 49041011, glI!• JIM t - = 25C -32 Mltl-Basin Injectipn Well Project Well Drilling a Construction Impact Areas Elhieit 2 Tgmpdary Tvell UnVruCOen Areas Exhibit B A+ • LL - _ x'./11 •nt _ - �+�I - Yr �� .� - � �, Z,' laity - _� „�- —•.,.� _a -. • t is ^+ !� ��•� � -' �� .!�1 � I t \ To. a a 4.�- LU Z > ._ W f Z G W4i. r s a Ott ! of 0 y y v E 2 e m r3 U� 1j ` g U blNbg 5 m 25C -33 7 U V M d L N •O ° (L m a a LL N O C O on v d 'c Y CL cc c c ate+ C d C .y A m ;o G �s d a .. G n m d d i ww T W 3 25C -34 Orange County Water District Mid Basin Centennial Park Injection Well Project Final Environmental Impact Report/ Environmental Assessment & CEQA -PLUS Federal Consultation Review (State Clearinghouse No. 2015061055) Prepared By Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Exhibit C April 2016 25C -35 Environmental Impact Report /Environmental Assessment Mid Basin Centennial Park Injection Well Project & CEQA -Plus Federal Consultation Review State Clearinghouse Number 2015061055 Prepared By Grange County Water District 18700 Ward Street Fountain 'Valley, CA 92708 Contact: Daniel Batt (714) 378-3256 DbottCocvrd.com In ,association With BonTerra /Psomas Urban Crossroads Vista Environmental Leighton Consulting Fusco Engineering 25C -36 Table of Contents Section Page SECTION 1.0 INTRODUCTION ..................................................... -- 1 -1 1.1 Purpose and Authority -- ............ 11111-1-1 ­1 1—- 111-1--- 1-1 1.2 CEQA-Plus Federal Consultation Review ......... ...... 1 -2 1.3 Pubrc Consultation ..... ....................... ......... 1-3 1.4 Effects Found Not Significant ..... ..................... ... 1-4 1.5 Effects Determined Potentially Significant .............................. ............. 1-4 1.6 Review of the Draft EIR/EA ....... ....................... ... ..... —'- 1 - 5 SECTION 2.0 PURPOSE AND NEED .............................. ............................2-1 21 Purpose .... ............................ .. ......... ......... .......... 2-1 2.2 Need ............... ............. ............2 -1 2.3 CEQA Objectives — .... ............ ....... .... 2-2 SECTION 3.0 PROJECT DESCRIPTION ......................... ............................3 -1 3,11 Background ................ ............ ................ ........... ............. 3-1 3.2 Project Area Setting.._ ........................ ............... ............... ........... - 3-1 33 Proposed Project — ........ ............ ........... ......... .............. 3-2 3.4 Long Term Maintenance --, -- ..................... ....... - 3-9 3.5 Project Design Features ..... ..... -- ................. ........... .... ................. ... — ... 3-10 3.6 Construction Phasing Plan----- ......... ............... ... ...... 3-13 37 Regulatory Permits and Approvals, ... ...................... ...... ---3-15 SECTION 4.0 ALTERNATIVES ................................................................ --4-1 4.1 NEPA Range of Alternatives ............... — .... ---- ....... ..... -- ..... — ................... 4-1 4.2 Alternatives Not Under, Review - ....... ................ ............ — ..... . ............. 4-1 4.3 Alternatives Under Further Review ..... ........... 4-2 4.4 CEQA Environmentally Superior Alternative ...... ........ ...... ............. 4-4 SECTION 5.0 AFFECTED ENVIRONMENT AND ENVIRONMENTAL CONSEQUENCES...,., ........... ...... ...... .................................. 5-1 5.1 AESTHETIC RESOURCES ....... ...... .......... .................................. ... — ..... . - 5-2 5.1.1 Affected Environment ..... - -- .. .......... .............. ....... .......... ..... 5-2 51.2 Regulatory Framework ....... ---- ... — ........... .................................. 5-3 5-1-3 Thresholds of Significance .... . ............ .. ... . ..... 5-3 Mid Basin Centennial Park ' i J(�p Project Final EIR Table of Contents 5.1.4 Environmental Consequences, .... ................. ... 5-9 5.2 AIR QUALITY....... ... - ...... — ........ ... ---- .... .......... ............. ..... 5-16 5.2.1 Affected Environment .............. ...................................................... 5 -16 5.2.2 Regulatory Framework., ........... ............. -- ................. ......... 5-17 523 Thresholds of Significance .................. ................... ................. ...... 5 -2® 5.2.4 Environmental Consequences ............ .--- ...... . .......... ................. 5 -21 5.3 BIOLOGICAL RESOURCES .......... ...... ...... ......... .... ... ........... ............... .... ... 5 -39 5.3.1 Affected Environment ................ ....................... .. ........................ ...5 -39 5.12 Regulatory Framework ......... ......................... ..... ...........................5 -51 5,33 Thresholds of Significance ...... ....... -- ....__....,,,...... ,..._,_... ... ..... ..5 -53 5.3.4 Environmental Consequences ... ... ................ ....... ..........................5 -54 5.4 CULTURAL RESOURCES .......... ................................................. ,.......... .... 5 -63 5.4.1 Affected Envi ronment...,.....__ ............................. ...........................5 -63 5.4.2 Regulatory Framework ......... .. .................... ......... ..... --- ... ........... 5 -67 5.4.3 Threshold of Significance ............. ............ ....................... .......... ...5 -69 5.4.4 Environmental Consequences .. ............... ...... ..... .......................... 5 -69 5.5 ENVIRONMENTAL JUSTICE ............. .............................. ...........................5 -78 5.5.1 Affected' Environment ........... ...................................... ............... ... .5 -78 5.5.2 Regulatory Framework ................ .................................................. 5 -79 5.5.3 Threshold of Significance ......... .. ..... .......................... ....... ............. 5 -79 5.5.4 Environmental Consequences . ............................... ...........................5.79 5.6 GEOLOGYI' SQILS ... . ...... ... ..... ........... ....... ....... .... ............ ....................... .... 5 -82 5,61 Affected Environment... .............. ..... ............ .. .... 5-82 5.62 Thresholds of Significance... ................... ......... 5-84 5.6.3 Environmental Consequences ... .................. ....... ........................... 5 -84 5.7 GREENHOUSE GAS EMISSIONS------ .... ........... ........... . ....... -- .... 5-89 5.7.1 Affected Environment......._ ................................. ...........................5 -89 5.7.2 Regulatory Framework ........ .... ..... ....... .......... ..... ... ........................ 5 -89 5.7.3 Thresholds of Significance ..... ............. ... ..... ............. ........... ....... ...5 -92 5,7.4 Environmental Consequences ................. ........... ........................... 5 -92 5.8 HYDROLOGYMATER QUALITY ...... .............................. ........... ..... --- ... .5 -98 t .a Mid Basin Centennial Park I18ie its Project Final EIR ii Table }fContents 5�8 1 Affected EnYioJo,nknt--'-.-....- ...... ..... .... ,-5-A8 5,8,2 Regulatory Framework .................. ........................... 5-100 57.3 Threshold of Si4DifiCaows...~--'-'---..-.. 5^108 57.4 Project Impacts ............ ...... ............................. 5-109 5�9 LAND USE/RECREATION ...... ...... --.-.------5,137 5.9.1 /\ffw{tmd EnYio3DmeRt-..... ...... '....................... ......... .,.5~137 5.9,2 Regulatory Fosrnavvndk...... .---.--'----. 5-137 5,9.3 Threshold 0f Significance ............... '-'-'--'---'5~138 5.9.4 Environmental C0nsoquenc88. ..... . ...... ........ ~. ........... ........ 5'138 5.10 NOISE .................... ................................. ....... ....................... 5'144 5,101 Affected Environment ............ ......... ...................... 5'144 5102 Regulatory Framework .................... ......... ............................ 5-147 5.10,3 ThroahoidG0fSi 0ifiC8Dca-_-'--'--,. 5^150 5]0.4 Environmental COn8eqUenneS.. .......................... -. .... .- ....... 5~160 5.11 TRANS P(}RT8]^L)N/TRY\FF|C.- .. ........ ^ .............. ............. .......... 5-217 5jI'1 Affected Environment ........ ....................................... '�5'217 5,11�2 Regulatory Fr8Ummm/ork................. ------.5-220 5.11�3 Thresholds 0f Significance ............................ ..F,222 5114 Environmental Consequences ................................ ... ........... -5^727 SECTION 6.0 CUMULATIVE IMPACTS ............. ~~-.."...........^.......°..^""=^^^.6~1 6.1 CEQA Analysis F|wgUirennants- .......... --............ ....... 'G~1 6.2 NEP8 Analysis Requirements ............ ....................... ................. G-1 6.3 Cumulative Analysis Methodology ............ ---H-1 84 Cumulative Impact Evaluation --- ....... .......-................ 5-J SECTION 7.0 OTHER CEQA CONSIDERATIONS ~..~~~~~....~.~.~~~.7~1 71 Growth Inducing |rnpacds-,........ ............................. ... . ...... . ... ..7~l 7.2 Significant Irreversible Changes ..... ....... ................................. ... ..-....7~2 7,3 Significant Unavoidable Significant Impacts ..... . .... ...................... ............... 7`3 SECTION 8.0 FEDERAL CONSULTATION REVIEW ,,,~^~^~,,^~_~,,,^,_. 8°1 8.1 Purpose ......................... .. ............................... --- ... . ...... ......... R~1 e^2 Project ....... .......... -,........ .......... ............. ...... ...�......8-1 Mid Basin Centennial Park I *Project Fin@|E|l iii Table of Contents 8.3 Long Term KXain(enmnce—... ....... ... � ........................ ,~,, 8-4 84 Construction Phasing P|on.... ... ..... ............ ............. ..................... 8^4 8.5 Federal Endangered Species Act /EGA\. Section 7 ............ .......................... 8`4 86 Magnuson-Stevens Fishery Conservation and Management Act, Essential Fish H@hii@i: ... .. ..... ................ ....... ... ....... ......... .­-- ........... '—...-8-7 8.7 National Historic Preservation Act, Section 10G ...................... _ ........... ...... .8^8 89 Federal Clean /\ir............... ..... —^'--.----. ,--8-11 8.9 Coastal Zone Management Act ...... ....... ..................................... .......... �M-20 8A0 Coastal Barriers Resources Act .......... .... .—.---8'2U 811 Farmland Protection Policy Act. ............... ,.............. ............ ....... - ..... 8'21 812 Flood Plain Management .---. ...--.—^.G'21 813 Migratory BirdTreatv/\Ct ....--.—.,,..............—...---.8'22 814 Protection CfVV*t[aDdv,.... ......................... ........... ____ ......... ____ .... .-8-22 & 15 The Wild and Scenic Rivers A(�......................................... .... .... . ...... .~8^24 8.16 Safe Drinking Water Act, Sole Source Aquifer Protection .......... ..... ... . .... 8-25 8.17 Environmental Justice .... ........ . .... .... . ... . .......... ...... ....................... ..... 8~25 SECTION 9.8 LIST OF PREPARES ............................................................. 9°1 SECTION 10,0 REFERENCES .................................................... ,................ 10°1 ~ Mid B��inC�MhBn0iQlP�rk| Project ` FiDn|E|R iv n�) ToHmf� Contents w�D^��^s Table Page Table 1�|SYN(lP Comment Letters, .... .......... .............................. ''1^3 Table 2� Summary 8J Construction Activities ........... —............. —.—.................... 3-14 Table 3: Summary of Environmental Impacts ....... —. 4-5 Table 4: South Coast Air Basin Attainment Status ......................................... ........ '5'17 Table 5: Proposed Project Estimated Maximum Daily Construction Emissions (PVUndo/D@y) ....... ... ............ ........... .......... ........... ..... '5'23 Table K: Proposed Project [VO8liZ8dCVAstroctignErniasionS_---.'--...-..`�5-,24 Table 7: Proposed Project Fl8giOo@|Ooecdional ErnisSk}DC. ....... ....... ~.....~..,5-24 Table 8' Proposed P j8CtL000|(lpmrati7nalEnlissiO8s.—...—.'.---'--.—..5'25 Table 8:/A|urnaiive3 Estimated Regional Daily Construction Emissions |Pnunds/DayL,.5'25 Table 13: Proposed Project RegionolConstrVoti:nErDiSsiOos(T0ns/Yead......-5`32 Table 11� Proposed Project EoUnnated/\nOUalOperatiUAErniuSioDV/TVnS/Yeah -.5-32 Table 12:Proposed P iGeAen@|C0nfonnitv------,................. 5-33 Table 13: Alternative 3Regionai Construction Emissions (Tnnc/Yaor) ................. .'5-34 Table 1zLAlternative 3 General Conformity ................................ ~...~.......... .5~35 Table 15: Centennial Park Plant Vegetation Communities. 5-42 Table 16 Heritage Museum Plant List .......... ...... . ..... ............................................... 5~43 Table 17: List Cf Federal/State Special Status Plant Species ............. ......... ..._ ....... 5~48 Table i8-1 List 0fFederal Special Status YYiidlKeSpecies ....... ...... ..._ .... 5`48 Table 1g�Sunnno@ryCf Welland Porometern,... ............. .—............................... --- 5`98 Table 20: Cultural Resources Investigations Adjacent tnProject Area ... .......... 5~70 Table 21: Population Summary ....... ._ ............ ................. . ... ..... ...... ... _ ................ 5^78 Table 22: Ethnicity Summary ........ —........... ......................... ...... —.3-7G Table 23:Housing Summary .................. ... .. .................................. ,......... ....... _5~7y Table 24: Estimate Proposed Project ConGtnuotk)nGn38nhoU88Ga8EM)is&i00s .. � ....5-93 Table 25: Estimated Proposed Project (}pHratiOn@lGHG Emissions ........ ................. 5-B4 Table 2G: Estimate Alternative ] Construction Greenhouse Gas Emissions, ... .......... 5-94 Table 27: Estimated Alternative 3 Operational (;HGEmissions ..... 5-95 Table 28: Reaches [f the Santa Ana River .... _ ...... .... . .................................. ...... 5-104 Table 28: Beneficial Uses .... ...........--^.----'— ,.. ... ..5-1U5 Table 30: Beneficial Uses .... ,.~ ........ .—......—. 5-106 Table J1: Water Quality Objectives ..... ..­. ..... ........ ........ .............. ..... ... ....... 5-107 Table 32: Noise Levels and Human RespohSe......... ...... ...... ......... ___ ....... F-145 Table ]J� Existing Modeled Noise Levels ............ ............... ............. 5-l48 Table ]4i City of Santa Ana Municipal Code Exterior Noise Exandards-- _.. .... 5^149 Table 35� City rJ Santa Ana Municipal Code Interior Noise Standards ^...... ..... .5-149 Table 36:: Phase l Construction Day Time Noise [evels... .................................. 5-154 Table 3T Phase One Construction Activities Night Time Noise Levels ............... 5~155 Table 38: M0^5 Sound Wall Construction Noise Levels ....... ....... 5'157 Table 39: MA|'5 Conductor Casing Installation Noise L8Y8|S... ... —..................... 5-158 Table 40: &1B|~5 Borehole Drilling and Reaming Day Time Noise Levels .... ............ 5~159 Table 41�MB|'5 Borehole Drilling and Reanning Night Time Noise Levels ... ......... 5-1GO Mid Basin Centennial Park lruerl Is Project Finial EIR V Table nF Contents Table 42: MB|^5 Well Construction Day Time Noise Levels ....... ... .~.... --- ...... .. 5i62 Table 43: MB|`5 Well Construction Night Time Noise Levels . .................................. 5-163 Table 44: M[}|^3 Sound Wall Construction Noise levels. ..... —...... ...... .......... .... 5-1G4 Table 45: MB|-3 Conductor Casing Installation Noise Levels ... ... ... ...5-165 Table 46:KXB|-3 Borehole 8/iUino/RBarning and K1B|-5 Well Development Day Time NoiseLevels ..... .. .... .- .... ........... ............ .......................... ............ . 5^167 Table 4i~&1B|-3 Borehole Drilling/Reaming and MB|-5 Well Development Night Time NoiseLevels ........................... ... --- ....... ..................................... .... 5-168 Table 4& MB|`3 Well Construction Day Time Noise Levels ....... 5-169 Table 49. MBI-3 Well Construction Night Time Noise Levels. 5470 Table 50: MBI^2 Sound Walt Construction Noise levels ............ .—,..—,.`..5-172 Table 51:&1B|'Z Conductor Casing Installation Noise Levels ... .~-5-173 Tabie 52: MBI-2 Borehole Drilling and MBl-3 Well Development Day Time Noise Levels 5-174 Table 53: MB|~2 Borehole Drilling and MRI-3 Well Development Night Time Noise |nnpaC|s .......... ..................... ........ Table 54�MB|^2 Well Construction Day Time Noise Levels ....... .......... ......... ...... .5-l77 Table 551-MB|-7 Well Construction Night Time Noise Levels, .... ..............S~178 Table 58: MB|-4 Sound Wall Construction Noise Levels ... .---- ......... ............... S'179 Table 57: N1B|-4 Conductor Casing Installation Noise Levels ................................... 5-18O Table 58: MBI-4 Borehole Drilling and MBJ-2 Well Development Day Time Noise Leves-5-181 Table 59: M8|'4 Borehole Drilling and N8|-2 Well Development Night Time Noise levels ... 5-183 Table 60: MB|^4 Well Construction Day Time Noise Levels ...... . ... ........................ 5~18¢ Table 61: MG|~4 Well Construction Night llnna Noise Levels ........... .,...- 5~l8 5 Table 62: &18|-4V0e|l Development Day Time Noise Levels ..................................... 5'l88 Table 63: MBI-4UYel([]eve4opm8nt Night Time Noise Levels ........ ........ ........... — ... 5197 Table 84: Monitoring Well Sound Wall Construction Noise levels- .... ........ ............ � 5^189 Table G5: Monitoring Well Conductor Casing Installation Noise |evu|s. .......... ...... .5-18O Table 65: Monitoring Well Borehole Drilling Day Time Noise Levels ........................ 5-191 Table 67: Monitoring Well Borehole Drilling Night Time N6Se Levels ... .. .... .- .... .5-192 Table GD: Monitoring Well Construction Day Time Noise Levels ............................. 5'1q4 Table 69: Monitoring Well Construction Night Time Noise Levels ..... ..5~195 Table 7U: Monitoring Well Development Day Time Noise levels ...... .. ........... ..... 5-19§ Table 71: Monitoring Well Development Night Ti|MeNojso|ovals'_--- _--. - 5-197 Table 72: MB|-2 and MB|-4 Well Equipping Noise Levels ....... ............. ......... 5-198 Table 73: &1B|-3@N1MB|~5 Well Equipping, Paying and Skate Park Day Time Noise Levels......... ........................... --- ....... .. .............. ............... ............. 5'200 Table 74: Well Redevelopment Activities yWBi2./N8|-8,k18|'4.mm'5. Monitoring Well, . 5.201 Table 75: &1B|3 Well Development Day Time Noise levels,. .................................. 5-203 Table 76: K18|'3 Well Development Night Time Noise levels ... ................. ......... 5-204 Table 77: M8|`4 Borehole Drilling Day Time Noise leve|$—........ ...-5~705 Table 7;:KXB|-4 Borehole Drilling Night Time Noise Levels ... ............ ......... ........ 5-206 Table 79� MRI-4 Well Equipping [}GVTlUAe Noise levels ............. ...... .....5^2O7 Table 80, Operational Well Redevelop rnontActivities MB-2, KABI-3,MB|-4.K42}|-5. ~ ��M�B�iO��eUOi@UP@�I 8���Fin���|� vi Table 8l: Vibration Source Levels for Construction Equipment ................. _, ........ 5-215 Table 82: Vibration SOUrC9 Levels for Construction EnUipnnGDt..,_,..... ..--.5'716 Table 83� Existing Intersection Conditions -..... . ..... ....... ' .... ..... ,.6~21§ Table R4� Existing Roadways \/o|unneS/Lewe|0f Service ............ —....... ......... . 5'219 Table &5: Intersection Capacity Utilization (ICU} Level of Service CKte[|*. ............. 5-22O Table 86, Level of Service Criteria Roadway Segments_ ... .................. — ......... ... 5~22i Table 8T: Centennial Park Construction Traffic Trips .... ............. ..... .......... . ........ 5-22] Table U8� Existing Plus Project Traffic Intersection Analysis. .."~.~..—. .--,—.5-224 Table 80�Existing Plus Project Traf[uRo@dVv8y\/o|uU/e/CmpacbvAnnkesis—..~.5~224 Table 90: Parking Impacts during Well Drilling/Construction Activities and During Well Equipping Activities ..................... -------.5^234 Table 91 -Weekday Available Parking with Well Drilling and Well Construction Activiiies- .5~234 Table g2: Weekday Available Parking with Well Equipping Activities .. ... ............... 5-73S Table 93: Well Construction Phasing ............. ....—. ............................ .......... .5~235 Table 94: Summary Weekend Parking Impacts ... —........ ....... 5-737 Table $5: List A/ Cumulative Development Projects ...... .......................... 8^2 Table Q6� List VfFederal/State Special Status Plant Species ..................... .... ­­8_5 Table 8T: List VfFederal Special Status Wildlife Species ... .—....... ..~.x-6 Table &(t Cultural Resources I0Y8sLl ations Near Project /\r8a ....- —_-----..8'8 Table A0: Orange County Attainment Status ....................... .......... 8-13 Table 100: Proposed Project Localized Construction EOlk;SkJoS.... ~.—..8-14 T8U|810 1: Proposed Project Estimated MaximUOl Daily Construction Emissions /PmunUs/U@y\_,.. ......... ......... ............................................ ... ..... B~14 Table 102: Proposed Project ReoioM8i(}p*ratiVo»|ErDisSOnG.._ ........----'O'15 Tabie1u3i Proposed Project [0c8][)per@tioD@|FUoisS80G.....----_---.—.8-15 Table 104: Proposed Project Regional Construction Emissions (TQn8/Ye@r) ... ... ...8-15 Table 1U5: Proposed Project EstkO8t9d/\Houm|[)yeR8iV@Enli8Gio0S_...........M-l7 Table 10G: Proposed Project G8Meral[�onf)rDli(v,...............---'--`#-18 Table 107: Estimate Proposed Project C0osiructiOnGp88nhoVs8Ga8E80isSio0s . ... 8-19 Table 108: Estimated Proposed Project ()pmraUVDa|GHGEDlisSio8S."..—.'—''. 8-19 Table 109: Summary of Wetland PorenopgqrS ....... ......... ................................. ...... G~23 Mid Basin Centennial Park 1 29 d4l Project Final E|R vii Figure Pacle Figure 1: Regional Location Map .... ................................... ........ 3-3 Figure 2: Centennial Park/Heritage Museum Local Vicinity Map ... ........—........... 3-4 Figure 3: Proposed Project_, — .'—. .......... ................ 3-5 Figure 4: Shared Structure L@yoUtS-.. ...... ..... ... . ...... ........................... ....... ... -3-8 Figure 5: Parking Lot and Road Improvements- ..... .... --.... ......... ..... ........... 3~11 Figure 6: Heritage Museum Monitoring Well .--.... . ................ ,............. .3-17 Figure 7:Alternative 3 Reduced |Minnsih/.'—. ., ..... ........ ........ ............... 4'3 Figure 8: Alternative 4 Pipeline Design Alternative .............. .... ..................... Figure 9: Injection VV8||MBy-2&M8|^3[0catiooV.—,........—'--_.......—.S~4 Figure 1U: Injection VV0M6|^4& MB|'5 Locations ............ ....... ....... .... ......... ------- —,5`5 Fig�Vn911: Shared Recreation/Communications Structure 1 ........ ................ ......._5-6 Figure 12: Shared Recreation/Communication Structure 2 ................ .............. 5-T Figure 11 Heritage Museum Monitoring Well Location ........... ......... .... 5^R F|gQ[9 14: USGS Map...---.... ,,,,,,,_^___,.,,,.,,,~~5-40 Figure 15: Heritage Museum Vegetation Map ... ......... .— ................ . .................... §'44 Figure 16: Area of Potential Effects ......... ....... ..— -- ..... �5~71 Figure 17: Primary and Secondary Buffer Areas --. ........ ................. 6-117 Figure 18: Simulated Groundwater Levels with and without Proposed Mid-Basin Injection . 5-118 Figure 1@:Calculated Mounding from Proposed Mid-Basin Injection ........................ 5^120 Figure 20: Environmental Site Assessment Identified in Phase 1 within One-Mile of Mid- Basin In] eotiun .......... . ..... ......... ........ .... ..1-..~........ 5'122 Figure 21 � Wells within % Miles of Mid-Basin Injection ...... .... ......—. ........ ........ 5-123 Figure 22:FEMA Flood Hazard Area ..... ............ ....—.--'—,..... ...5-134 Figure 2J: Existing Project Ar8QNoimaL8ve|C.......—'_— '.. .''5'148 Figure 24:Proposed Sound Walls ........... ------ `............... ....... 5-152 Figure 25. Existing Traffic Volumes. ...... —,..........---'—...,-,.. 5,218 Figure 26:Godioe% High School Parking Facilities and Student Drop (lffS........... 5'231 Figure 2/:Tem/pVrarVP8rkinQInnpoCts.....----.....�.,.....---_—' ',- 5-232 Figure 28: Areas ¢f Temporary Parking Impacts ... ....,. ................ ............. .5-233 Figure 29: Cumulative Project [Ocation&1@p.. .... .................... ....... ... ......... ..... 6~4 .� Mid Basin Centennial Park I .~, P �ectFina<��I�� viii Table of Contents OTEMEZE Appendix A: Initial Study /Notice of Preparation /Comments Appendix 6: Air Quality and Greenhouse Gas Analysis,, Bonterra/Psomas, October 2015 Appendix C: Biological Assessment, Orange County Water District, July 2015 Appendix D: Cultural Resources Report, Bonterra/Psomas, August 2015 Appendix D1:Mang Ranch House and Kellogg House Historical Structure Evaluations Appendix E: Geological Report, Leighton Consulting, September 2015 Appendix F: Mid Basin Centennial Park Injection Wells Project Travel Time Analysis and Mounding, July 2015 Appendix FI:Environmental Site Assessment, EEI Geotechnical Environmental Solutions, May 2015 Appendix G: Centennial Park Non-Priority Project Water Quality Plan, Fusc© Engineering, November 2015 Appendix H: Noise Analysis, Vista Engineering, October 2015 Appendix 1: Traffic Report, Urban Crossroads, September 2!015 Mid Basin, Centennial Park I 1 Project Final EIR ix 964e Executive Summary *N *6111111 W wm�*a The Proposed Project involves the construction of four underground injection wells at Centennial Park and a below ground monitoring well at the Heritage MUSeUrn. The water supply to the injection wells would be recycled water from OCWD GWR System (GWRS) water treatment plant in Fountain Valley. An underground pipeline would! be constructed that would extend from the GWR System water supply pipeline along the Santa Ana River to Centennial Park where it would branch off to the four injection well sites. When in operation the four injection wells would be able to provide up to 12 million gallons per day (MGD) of additional groundwater recharge capacity to the Orange County Groundwater Basin, To monitor water quality in the area, a monitoring well has been proposed at the Heritage Museum. The Mid Basin Centennial Park Injection Well Project would involve six construction activities. These activities include; • Construction of Water Supply Pipeline • Construction of Back Flush Pipeline • Drilling and Construction of injection Wells at Centennial Park • Construction of Shared Recreation /Communication Structures • Repaving of Centennial Park Parking Lot • Site Improvements and Drilling and Construction of a Monitoring Well at Heritage Museum Project Objectives Below are the CEQA objectives for the Mid Basin Centennial Park Injection Well Project. Construct the Mid Basin Centennial Park Injection Well Project in location that can readily tie into the existing GWR System pipeline with minimal impacts to the environment. • Provide 12 MGD per day of additional groundwater recharge capacity to the Orange County Groundwater Basin. Maximize the use of GWR System as the local water supply to replenish the Orange County Groundwater Basin. Mid Basin Centennial Park In' i Weal's Project Final EIR ES-1 Y96 6 Executive Summary • Ensure that the operation of the Mid Basin Centennial Park Injection Well Project does not result in permanent loss of usable open space. Ensure that during construction and operation of the Mid Basin Centennial Park Injection Well Project safety conflicts with students from Godinez High School, Mitchell Child Development Center and from Centennial Education and Day Care Center are avoided. Ensure that the construction and operation of the Mid Basin Centennial Park Injection Well Project is compatible with park facilities. Project Design Features The following design features have been incorporated into the Mid Basin Centennial Park Injections Well Project. Noise Reduction To minimize noise impacts to the environment Sound walls would be proved around each well site. a) MBI-2 will have a 24-foot high temporary sound barrier on the northeast, southeast, and southwest sides of MBI-2 construction area, b) MBI-3 will have a 24-foot high temporary sound barrier on the north, east and west sides of MBI-3 construction area. c) MBI-4 will have a 24-foot high temporary sound barrier around the perimeter of MBI-4 construction area. d) MBI-5 will have a 24-foot high temporary sound barrier around the perimeter of MB 11-5 construction area. e) The Monitoring Well will have a 24-foot high temporary sound barrier around the perimeter of the Monitoring Well construction area and will also have an 8-foot high sound blanket located on the north and east sides of the air compressor. To minimize potential noise during the day when school would in session at Godinez High School, Mitchell Developmental School and Centennial Education Center, the construction of the water supply pipeline and back wash pipeline would Occur at night. • The Heritage Museum site improvements would occur when school is not in session at Mitchell Development School and Godinez High School Mid Basin Centennial Park IuLerl ,,jff_4Js Project Final EAR ES-2 Executive Summary • The construction of the monitoring well sound wall at the Heritage Museum would occur when school is not in session at Mitchell Development School and Godinez High School. • The construction of the MBI-5 Well sound wall would occur when school is not in session at Centennial Education Center and Godinez High School. • Paving activities at Centennial Park would be coordinated with Santa Ana Unified School District and Centennial Education Center to minimize noise impacts. • Well redevelopment maintenance activities for MBI-2, MBI-4 and the monitoring well would occur when school is not is session. Traffic CirculationlParking After well drilling, well construction and well development activities are completed the size of the work area will be reduced to free up available parking at Centennial Park. • To maintain safe circulation during the day along the Centennial Loop the segment of water supply and back flush pipelines within Centennial Park will constructed at night. To minimize potential construction traffic congestion within Centennial Park, all construction traffic entering Centennial Park would be required to utilize the Edinger Avenue/Mohawk Drive Entrance. Surface Water To help to conserve domestic water with the City Santa Ana, groundwater back flushed from OCWD injection wells would be used to maintain the water level in Centennial Park. To minimize surface water impacts a 10 foot wide by 200 foot long pervious sidewalk would be constructed between Centennial Park Parking Lot 5 to the proposed Shared recreation/Communication Structure 1 near the soccer field complex. Significant Unavoidable Adverse Impacts There are no significant unavoidable adverse impacts associated with the construction and operation of the Mid Basin Centennial Park Injection Well Project. Mid Basin Centennial Park Ina'6 4 eal s Project F R inal E ES-3 Z5- Executive Summary Project Impacts Table ES-1 provides a summary of project impacts, mitigation measures and determination on the level of impact after the incorporation of mitigation measures. Summary of Project Alternatives The Draft E I RJEA evaluates four alternatives to the project. Alternative 1: (No Federal Action/No Project) Under the No Federal Action/No Project Alternative the project would not be implemented. Centennial Park and the Heritage Museum would continue to operate as a community park and cultural resource learning center. Alternative 2: Centennial Park Four Injection Wells/Heritage Park Monitoring Well (Proposed Project) Under the Proposed Project, four injections wells and associated water supply and back flush pipeline would be constructed at Centennial Park andd', a below ground monitoring well would be constructed at Heritage Museum. Under Alterative 2 an estimated 12 MGD per day of additional groundwater recharge capacity would be provided to replenish the Orange County Groundwater Basin, Alternative 3. Centennial Park Three Injection Wells/Heritage Park Monitoring Well (Reduced Intensity Alternative) Under Alterative 3, three injections wells and associated water supply and back flush, pipeline would be constructed at Centennial Park and a below ground monitoring well would be constructed at Heritage Museum, Under Alterative 3 an estimated 9 MGD of additional groundwater recharge capacity would be provided to replenish the Orange County Groundwater Basin, Alternative 4: Centennial Park Four Injection Wells/Heritage Park Monitoring Well with Alternative Pipeline Alignment (Pipeline Resign Alternative) Under Alterative 4, four injections wells and associated water supply and back flush pipeline would be constructed at Centennial Park and a below ground monitoring well would be constructed at Heritage Museum. Under Alternative 4, an alternative water supply pipeline alignment would be constructed that would extend through open space area in Centennial Park. The water supply pipeline would be the same approximate length and diameter as the water supply pipeline in the Prosed Project and would involve the same mix of construction equipment and construction activities, Under Alterative 4, an estimated 12 MGD of 1� Mid Basin Centennial Park Iri 49 'LecJ s Project Final EIR E5-4 256- Executive Summary additional groundwater recharge capacity would be provided to replenish the Orange County Groundwater Basin. Environmental Superior Alternative Based on the analysis provided in the EIR/EA, Alternative 3 the Reduced Intensity Alternative would be considered the environmentally superior alternative. Alternative 3 would result in marginally lower level of intensity impacts to air quality, greenhouse gas emission and noise, Alternative 2 would have highest level of ability of achieving the project objectives while resulting in no significant adverse impacts to the environment. Areas of Controversy There are no areas of controversy associated with the project that requires resolution. Public Review Comments Comments on the Draft EIRIEA for the Mid Basin Centennial Park Injection Well Project should be directed to: Daniel Batt Principal Planner Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 dbott@ocwd.com I" e a Mid Basin Centennial Park II}' t' 'ill s Project Final EIR ES-5 (n cz ay U m 0 2� co E E :3 U) :3 0 0 x w LU (D r 0 m .5? > E F- E m E m LL IE CL E 0 a 0 E 0 CL -E to CL cr cr cr cr a v cr or U m 0 a) 0 C) w E 0 C) 0 0 0 0 0 0 0 v C 0 m m co m 0 E E E E E E E E 0 0 0 0 0 0 0 0 O a 2 2 o o E z z z z z z z z CL m 0 o m >1 U cn 0) m 0 > = z — 0 or 0 Id 909 M ty cn C 0 0 m CL m CL, "R R. 0 0 o iJ z < q z < a z < < M *,� U > m 0 u > 0 0 w c m N �Q 0 'D Q1 Z L> 0 '0 01 = = . 1 0 w U c CL u (D W y 0 0 ca U- D- (D 0 CL LL a o 0 0 M 0 0 0 U z D. 0. z a, C� Z 0) z 0 n. 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A joint document cannot be prepared solely by a State or local agency; it must include direct Federal agency involvement (40 CFR 1506.2). Pursuant to the National Environmental Poiicy Act (NEPA) and the California Environmental Quality Act (CEQA), the United States National Park Service and the Orange County Water District (OCW D) have prepared a joint Initial Study-Environmental Impact Report/Environmental Assessment (EIR/EA) for the proposed Mid Basin Centennial Park Injection Well Project. This EIR/EA has been prepared in accordance with the requirements of the National Environmental Policy Act (NEPA) [42 United States Code {USC) 4341 at seq.], and in conformance with the Council for Environmental Quality (CEQ) Guidelines and the National Park Service NEPA implementing regulations. The document also fulfils the requirements of the California Environmental Quality Act (CEQA) [California Public Resources Code {PRC) 21000 et seq], and the State CEQA Guidelines [California Administrative Code (CAC) 15000 et seq] and the Orange County Water District (OCWD) CEQA Procedures. Section 1508.16 of the NEPA Guidelines defines the lead agency as, "the agency or agencies preparing or having taken primary responsibility for preparing the environmental impact assessment." Section 21067 of the CEQA Guidelines defines the lead agency as, "the public agency which has the principal responsibility for carrying out or approving a project which may have a significant effect upon the environment," The National Park Service is the NEPA lead agency and the OCWD is the CEQA lead agency. Under NEPA, an EA must briefly provide sufficient evidence and analysis for determining whether to prepare an Environmental Impact Statement (EIS) or a Finding of No Significant Impact (FONSI); aid an agency's compliance with NEPA when no environmental impact statement is necessary; or facilitate preparation of a statement when one is necessary. The EA is required to include a brief discussion of the need for the proposal, alternatives as required by section Mid Basin Centennial Park Project Final EIR 1-1 W1111 4 Section 1 102(2) (E) of the NEPA Guidelines, the environmental impacts of the proposed action and alternatives, and a listing of agencies and persons consulted. Under CEQA, an EIR Must describe all significant effects on the environment that may be caused by the proposed project; significant effects that cannot be avoided, any irreversible effects; proposed mitigation measures; project alternatives; and growth-inducing impacts. This document meets those CEQA requirements. The Draft EIR/EA is intended to serve an informational document for public agency decision-makers and the public, allowing decisions to be informed regarding objectives and components associated with the implementation of the Mid Basin Centennial Park Injection Well Project, as well as to identify feasible mitigation measures and alternatives that may be adopted to reduce or eliminate these impacts, The Draft EIR/EA analyzes the environmental effects of the Mid Basin Centennial Park Injection Well Project to the degree of specificity appropriate to the current proposed actions, as required by CEQA and NEPA. The analysis considers the issues associated with the implementation of the project to determine the potential short-term and long-term effects. Additionally, Draft EIR /EA discusses both the direct and indirect impacts associated with the project and cumulative impacts associated with planned and for-seeable future development within the project area. 1.2 CEQA-Plluis Federal Consultation Review The U.S. Environmental Protection Agency sponsors the State Revolving Fund (SRF) Loan Program to provide funding for construction of public-owned treatment facilities and water reclamation projects. This funding for capital for wastewater treatment and water recycling facilities is authorized Linder the Clean Water Act. As a water recycling project, the proposed Mid Basin Centennial Park Injection Well Project is eligible for SRF funding. In order to comply with requirements of the SRF Loan Program, which is administered by State Water Resources Control Board in California, a CEQA document must fulfill additional requirements known as CEQA-Plus. The CEQA -Plus requirements have been established by the U.S. Environmental Protection Agency and are intended to supplement the CEQA Guidelines with specific requirements for environmental documents acceptable to the State Water Resources Control Board when reviewing applications for SRF loans, Federal consultation must be completed before an SRF funding agreement can be approved by the State Water Resources Control Board, A CEQA-Plus Federal Consultation Review analysis has been incorporated into the EIR/EA to meet the State Revolving Loan Mid Basin Centennial Park I It �Pl Project Final EIR 1-2 Section 1 Program environmental review requirements. The CEQA-Plus Federal Consultation Review analysis is presented in Section 8 of the EIR/EA. 1.3 Public Consultation The scope of this Draft EIR/EA includes issues identified by OCWD during preparation of the Notice of Preparation of EI!R (NOP) and Initial Study (IS) for the Project, and issues raised by other agencies and the public in response to the IS/NOP. The IS/NOP was circulated for the mandated 30-day public review period from May 28, 2014 to June 28, 2D14. The NOP was circulated to various Federal, State, regional and local governmental agencies and other interested parties who were contacted to inform them of the Project and to solilcit comments regarding project implementation. Comment letters that were received during the review period are summarized below in Table 1, The IS/NOP, along with comment letters received, are included in Appendix A of this Draft EIR/EA. Table 1: I'SINOP Comment Letters AgencylOrganization Key Issues Identified Location In D51WEA Where Addressed California State Acknowledgment OCWD complied Section 1.4 Clearinghouse with Notice of Preparation public review requirement County of Orange Long term water quality impacts Section 5.8 Impact HVVQ-5 Changes to existing drainage patterns Section 5.8 Impact HVVQ-3 Erosion /Siltation Impacts Section 5.8 Impact HWQ-4 Impacts to Edinger Avenue Bridge Section 5.8 Impact HVVQ-7 Impacts to County Right-of —Way Mitigation Measures HWQ - 1, HWQ-4, IHWQ-5 California Department No Comment Appendix A Transportation Rancho Santiago Loss of parking spaces from repaving Section 3,3 Repaving of Community College District Centennial Park parking lot Compliance with Noise Standards Section 5.10.4 Student Construction Safety Conflicts Section 5.11 Impact T -3 Santa Ana Unified School Impacts to wetland site Section 5.3 Impact 1510-3 District City of Fountain Valley Travel Time Impact Analysis Section 7,74 Impact HVVQ-2 Mid Basin Centennial Park 11 All Project Final EIR 1-3 Ift.01 rydidw_U Section 1 1.4 Effects Found Not Significant In accordance with Section 15063 (c) of the CEQA guidelines, based on the evaluations and findings in the IS/NOP certain environmental issues from the CEQA Checklist were determined to be less than significant or less than significant with the incorporation of mitigation measures and therefore, do not require further evaluation in this Draft EIR/EA, The IS/NOP located in Appendix A of this DEIR provides the evalluations and findings that determined these issues to be less than significant or less than significant with the incorporation of mitigation measures. The issues from the CEQA Checklist determined to be less than significant include: • Agriculture /Forest Resources • Hazards/Hazard. Materials • Mineral Resources • Population/Housing • Public Services • Utilities 1.5 Effects Determined Potentially Significant Based on the findings of the IS/NOP, a determination was made that a Draft EIR/EA is required to address the potentially significant environmental effects of the Project. The scope of this Draft EiRiEA includes issues identified by the OCWD during the preparation of the ISINOP for the Project, as well as environmental issues identified by agencies (see Table 1) and the public in response to the IS/NOP. The following issues from the CEQA Checklist were determined to be potentially significant and are addressed in this Draft EIR/EA: • Air QualIty • Biological Resources • Cultural Resources • Environmental Justice • Greenhouse Gas Emissions • Geology/Soils • Hydrology and Water Quality • Land Use/Recreation • Noise • Traffic/Transportation Mid Basin Centennial Park I t I Yll Project Final EiR 1-4 Section I 1.6 Review of the Draft EIRIEA Upon completion of this Draft EiRIEA, the OCWD has filed a Notice of Completion (NOC) with the State Office of Planning and Research to begin the public review period (Public Resources Code, Section 21161). Concurrent with the NOC, the OCWD distributed a Notice of Availability (NOA) in accordance with 15087 of the CEQA Guidelines. This Draft EIRIEA has been distributed to responsible and trustee agencies, other affected agencies, surrounding cities and municipalities, and all interested parties requesting a copy of this Draft EIR/EA in accordance with Public Resources Code 21092(b)(3). During the public review period, this Draft EIR/EA, including the technical appendices, will be available for review at the following location: Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Agencies, organizations, and interested parties not previously contacted, or who did not respond to the NOP, currently have the opportunity to comment on this Draft EIR/EA during the 45-day public review period. Written comments on this Draft EIR/EA should be addressed to: Daniel Bott, Principal Planner Orange County Water District 18700 Ward Street Fountain Valley, CA 92728 Comments may also be sent by email to Daniel Bott at: Email: dbo.tt(@ocwd,com Mid Basin Centennial Park I "f9illf-I 9 Project Final EIR 1-5 Section 2 2.1 Purpose The purpose of the Mid Basin Centennial Park Injection Well Project is to replenish the Orange County Groundwater Basin with advanced treated recycled water from the Orange County Water District Groundwater Replenishment System (GWR System), 2.2 Need The Orange County Water District (OCWD) is the manager of the Orange County Groundwater Basin, The Orange County Groundwater Basin provides underground water Supplies to 23 cities and over 2.3 million persons in Orange County, California. Within OCWD service boundaries over 65 percent of the domestic water needs is provided by groundwater- The remaining water is provided from imported water supplies from northern California and from the Colorado River, Due to the extremely dry conditions, the Orange County Groundwater Basin has experienced substantial overdraft increases as high as up to 320,000 acre-feet. The maximum overdraft of the basin is 500,000 acre-feet. Without additional local Supplies, the Orange County Groundwater Basin would approach maximum overdraft, requiring reductions in groundwater withdrawals and placing additional strain on an already ,over used imported water system. Additionally, because of prolonged drought conditions in California, imported water supplies from the State Water Project are at an all-time low to help replenish the Orange County Groundwater Basin. As a result OCWD must maximize local water supplies to help replenish the groundwater basin. To replenish the Orange County Groundwater Basin with local water supplies, Orange County Water District is proposing to use advanced recycled water from its Groundwater Replenishment System (GWR System) as the local water source for its proposed Mid Basin Centennial Park Injection Well Project. The GWR System is a joint water reclamation project with OCWD and the Orange County Sanitation District that takes secondary treated wastewater and through advancement treatment treats the water to exceed drinking water standards. The Mid Basin Centennial Park Injection Well Project proposes the construction of four injection wells that would inject up to 12 MGD of GWRS water into the groundwater basin. By utilizing the GWRS as a local water source for the Mid Basin Centennial Park Injection Well Project, OCWD would' have to rely as heavily on imported supplies to help to replenish the Orange County Groundwater Basin. ur Mid Basin Centennial Park I(JL'5EUt' =11 Project Final EIR 2-1 26N Section 2 2.3 CEQA Objectives Section 15124 of the CEQA Guidelines requires the Lead Agency to identify project objectives to help identify a reasonable range of alternatives to the project to evaluate in an EIR and to aid decision makers in preparing findings or a statement of overriding considerations iif necessary. Below are the CEQA objectives for the Mid Basin Centennial Park Injection Well Project. • Construct the Mid Basin Centennial Park Injection Well Project in location that can readily tie into the existing GWR System pipeline with minimal adverse impacts to the environment. • Provide 12 MGD of additional groundwater recharge capacity to the Orange County Groundwater Basin, • Maximize the use of GWR System as the local Water Supply to replenish the Orange County Groundwater Basin. • Ensure that the operation of the Mid Basin Centennial Park Injection Well Project does not result in permanent loss of usable open space. • Ensure that during construction and operation of the Mid Basin Centennial Park Injection Well Project potential safety conflicts with students from Godriez, High School, Mitchell Child Development Center and from Centennial Education and Day Care Center are avoided. • Ensure that the construction and operation of the Mid Basin Centennial Park Injection Well Project is compatible with park facilities. Mid Basin Centennial Park 1 "'16' Z 5 -96 Project Final EIR 2-2 Section 3 3.1 Background To help meet Orange County's groundwater needs OCWD is proposing to construct and operate four injection wells at Centennial Park and a single monitoring well at the Heritage Museum. The proposed injection wells would inject recycled water from the OCWD Groundwater Replenishment System (GWR System) into the principal aquifer. The GWR System is a joint water reclamation project with OCWD and the Orange County Sanitation District (OCSD). The GWR System takes secondary treated wastewater and through advancement treatment treats the water to exceed drinking water standards. By injecting GWR System into the principal aquifer, OCWID would be able to provide additional local sources of water to replenish the Orange County Groundwater Basin, Presently, a demonstration Mid Basin Injection Well (MBI-1) is in operation at the northwest intersection of Edinger Avenue and the Santa Ana River in the City of Fountain Valley. The purpose of the MBI-1 demonstration well is to pilot the Mid Basin Injection well technologies, operational strategies and monitor the water quality impacts resulting from the introduction of GWRS water directly into the principal aquifer. The data gathered from MBI-1 demonstration well would be used to guide final operation strategies and design plans for the Centennial Park Mid Basin Injection Well Project. 3.2 Project Area Setting Regional Setting As shown in Figure 1, Centennial Park and the Heritage Museum are located in the southwestern area of the City of Santa Ana, Orange County, California. The primary regional access to both sites would be Interstate 405 via the Fairview Street exit, The local access to the both sites would be provided from Fairview Street, Edinger Avenue and Harvard Street. Local Setting Centennial Park Centennial Park is an 87 acre community park located at 3000 West Edinger Avenue. As shown in Figure 2 the park site is bounded by the Santa Ana River to the west, Fairview Road and the Greenville Banning Flood Control Channel to the east, Edinger Avenue to the north and Godinez High School to the south. Centennial Park features a combination of active and passive recreational uses that are centered on a man-made lake. A loop road extends along the perimeter of the park site providing access to various locations in the park including several parking areas- Additionally, included within the park boundaries is the Santa Ana Mid Basin Centennial Park I fiall I Project Final EIR 3-1 Section 3 College Centennial Education Center and Child Developnient Center which provides adult education classes, pre-school age classes, and day care facilities. Heritage Museum The Heritage Museum Is a cultural and natural history center located at 3101 West Harvard Street. As shown in Figure 2 the Heritage Museum site is bounded by Godinez High School to the north and west, Mitchell Child Development Center to the east, and Harvard Street to the south. The Heritage Museum contains a historic plaza featuring several buildings from the 1890-s, extensive flora gardens, citrus groves, agriculture demonstration garden area and a restored wetland area, 3.3 Proposed Project As shown in Figure 3 the Proposed Project involves the construction and operation of four underground injection wells at Centennial Park and a below ground monitoring well at the Heritage Museum. The water supply to the injection wells would be recycled water from OCWD GWR System water treatment plant in Fountain Valley, An underground pipeline would be constructed that would extend from the GWR System water supply pipeline along the Santa Aria River to Centennial Park where it would branch off to the four injection well sites. When in operation the four injection wells would be able to provide up to 12 MGD of additional groundwater recharge capacity to the Orange County Groundwater Basin. To monitor water quality in the area, a monitoring well has been proposed at the Heritage Museum,. The Centennial Park Injection Well Project would involve six construction activities. These activities include; • Construction of Water Supply Pipeline • Construction of Back Flush Pipeline • Drilling and Construction of Injection Wells at Centennial Park • Construction of Shared RecreatiDn/Commuriication Structures • Repaving of Centennial Park Parking Lot • Site Improvements and Drilling and Construction of a Monitoring Well at Heritage Museum Mid Basin Centennial Park I t' t Project Final EIR 3-2 Section 3 Figure 1: Regional Location Map r" LQn Mid Basin Centennial Park 1 25 t C-93 Project Final EIR 3-3 Section 3 Figure 2: Centennial ParklHeritage Museum Local Vicinity Map Mid Basin Centennial Park Iru"eci 7 Project Final EIRE 3-4 Z56N Section 3 Figure 3: Proposed Project Mid Basin Centennial Park I 6 yp, I P roject ina F" I EIR 3-5 Section 3 Construction of Water Supply Pipeline Each of the four injection wells would require a pipeline connection to deliver water to the injection well. The source of the water for the injection wells would be the OCWD GWR System pipeline located in the western levee of the Santa Ana River. To access and provide connection to the GRW System pipeline, the western levee would have to be excavated to expose the pipeline. From the GWRS pipeline, the water supply pipeline would extend along the north side nose piers of the Edinger Avenue Bridge, Once across the bridge the pipeline would be placed underground on the eastern levee of the Santa Ana River and then would be extended underground along the south side of Edinger Avenue to the entrance to Centennial Park. Within Centennial Park the water supply pipeline would extend along the alignment of Centennial Loop Road to the injection well sites. The water supply pipeline would be approximately 5,500 feet in length and would have diameters ranging from 36 inches at its connection with GWR System pipeline to 14 inches along the loop road in Centennial Park, The portion of the water supply line within Centennial Park would be constructed at night to maintain access during the day at Centennial Park. Construction of Back Flush Pipeline In order to maintain injection efficiency and longevity of the injections wells, periodic back flushing operations would be necessary. To help conserve water, the water back flushed from the injection wells would be discharged into Centennial Lake with a secondary discharge option into the Greenville Banning Flood Control Channel. The back flush pipeline to Centennial Lake would tie into an existing wet well that was formerly used to irrigate landscape at Centennial Park. The back flush pipeline to Greenville Banning Flood Control Channel would discharge into an existing gutter catch basin and then drain, into the Greenville Banning Flood Control Channel. No modifications to the Greenville Banning Flood Control Chanel Would occur, As shown in Figure 3 the back flush pipeline would generally follow the same alignment of the water supply pipeline. The back flush pipeline would be approximately 4,616 feet in length with a diameter of 18 inches. The back flush pipeline would be constructed at night to maintain access during the day at Centennial Park. Drilling and Construction of Injection Wells at Centennial Park A total of four injection wells have been proposed in Centennial Park. The proposed injection wells would operate 24 hours a day injecting water into the groundwater basin at depth of approximately 1,200 feet. The injection wells would be enclosed and would operate in underground vaults under existing parking areas at Centennial Park, A 5 foot by 5 foot metal cover would be Mid Basin Centennial Park IrL'pa5 te' Project Final EIR 3-6 2 _ gig Section 3 constructed at the finished grade of the parking lot to provide access into each vault. Each vault would be approximately 260 square feet and would be excavated to a depth of 15 feet below the ground surface. The drilling activities for each injection Well Would require continuous 24 hour drilling over a three month period. During the well drilling phase, a work area averaging about 12,200 square feet would be needed for each well site. To minimize the temporary loss of parking area, after the well drilling activities are completed the work area would be reduced to 3,000 square feet to equip each well. A total of three moths would be needed to equip each well after well drilling is completed. Construction of Shared Recreation /Communication Structures Power and communication would be required at each injection welll. The electrical, communication and process control equipment would be shared in two above ground structures that would function as utility rooms for OCWD and public restroom/changing rooms and a park office for Centennial Park staff. The configuration of the two shared recreation /communication structures is shown in Figure 4. The first shared recreation/communication structure would be located near the northwest corner of Centennial Park adjacent to the soccer fields. A 1,050 square foot shared structure would be built that would contain 220 square foot public restrooms, 550 square foot changing area for soccer teams and a 280 square foot utility room for OCWD, The proposed shared structure would be constructed on an existing asphalt area adjacent to the soccer field complex. A 200 foot long, 10 foot wide American Disabilities Act approved pervious surface sidewalk would be constructed to provide pedestrian access from the Centennial Park parking lot to the soccer field and to the Santa Ana River Bike Trail. The second shared recreation/communication structure would be located near the Centennial Park Skate Park. An existing 576 square foot restroom structure would be demolished and replaced with a 596 square foot shared structure. The shared structure would contain 212 square foot public restroom, 178 square foot park office and 206 square foot utility room. A concrete walkway ranging in size from 3 feet to 10 feet would be provided around the perimeter of the shared structure. The park office would be oriented towards the skate park to allow Centennial Park staff to supervise the activities at the skate park. Additionally, to increase the defensibility of the skate park an existing 3 foot high fence around the skate park would be replaced with a new 8 foot high fence and a surveillance camera would be installed and wired to the park office. Mid Basin Centennial Park 1 t' 6 g4l Project Final Elf" 3-7 A _0 I Section 3 Figure 4: Shared Structure Layouts Mid Basin Centennial Park I AUM Project Final EIR 3-8 Section 3 Repaving of Centennial Park Parking Lot Once the construction activities are completed, the parking areas and roadways at Centennial Park would be repaved. As shown in Figure 5 a total of 9.64 acres of area would be repaved. The paving activity would include the grinding and removal of two inches of existing asphalt, replacing the depth with new asphalt, and restoring the parking and roadway painting and markings. The repaving of the parking lot would not result in the loss of any existing parking spaces. Prior to the start of paving OCWD would coordinate with Santa Ana College Centennial Education Center on the appropriate time of the year to repave the parking lot. Construction of Monitoring Well A bellow ground monitoring well would be constructed within an existing dirt parking area at the Heritage Museum site. The monitoring well would be housed in an underground vault with a 2' x 3' metal cover and 6'x 7' concrete apron. The concrete apron WOUd be incorporated into the existing parking area. The monitoring well! would operate 24 hours per day monitoring water levels and water quality. However, unlike injection wells the monitoring well would sit idle, until the time it is sampled or maintained. As shown in Figure 6 a 5,000 square foot area would be needed to construct, operate and maintain the monitoring well). The proposed well would be a nested monitoring well and Would be drilled by direct mud rotary drilling equipment and would occur 24 hours a day over a two week period and 12 hours day over another two week period. After the well construction is completed the existing dirt parking lot would be resurfaced with decomposed granite. Additionally, as part of site improvements at Heritage Museum, an existing irrigation system to the demonstrate garden would be replaced and interpretive education kiosks would be installed. The long term operation of the monitoring well would include water level monitoring and water quality sampling. The monitoring activities would occur during the day generally on a monthly to quarterly basis. 3,.4 Long Term Maintenance Injection Wells The injection wells are routinely redeveloped every two to five years to remove accumulated sediments and microbiological build-up within the well casings to restore the well capacity to operate at their maximum injection capacity. As part of the redevelopment the injection well would be back washed. The discharging of the well water associated with redevelopment activities would be conducted in accordance with NPDES Permit requirements. Typical injection well redevelopment activities would involve field equipment such as outrigger crane, Mid Basin Centennial Park I 1 Project Final EIR 3-9 9U -9 Section 3 air compressor, flatbed truck and crew of up to four employees, The redevelopment of an injection, well Could take up to two weeks and would occur during the day, Monitoring Wells Every two to five years OCWD assesses the condition of monitoring wells to determine if they need redevelopment. The redevelopment activities would be similar to an injection well- 3.5 Project Design Features The following design features have been incorporated into the Mid Basin Centennial Park Injections Well Project. Noise Reduction • To minimize noise impacts to the environment sound walls would be proved around each well site. a) MBI-2 will have a 24-foot high temporary sound barrier on the northeast, southeast, and southwest sides of MBI-2 construction area. b) MBI-3 will have a 24-foot high temporary sound barrier on the north, east and west sides of MBI-3 construction area, c) MBI-4 will have a 24-foot high temporary sound barrier around the perimeter of MBI-4 construction area. d) MBI-5 will have a 24-foot high temporary sound barrier around the perimeter of MB 1-5 construction area. e) The Monitoring Well will have a 24-foot high temporary sound barrier around the perimeter of the Monitoring Well construction area and will also have an 8-foot high sound blanket located on the north and east sides of the air compressor. • To minimize potential noise during the day when school would in session at Godinez High School, Mitchell Developmental School and Centennial Education Center, the construction of the water supply pipeline and back wash pipeline Would occur at night. • The Heritage Museum, site improvements would occur when school is not in session at Mitchell Development School and Godinez High School, • The construction of the monitoring well sound wall at the Heritage Museum would Occur when school is not in session at Mitchell Development School and Godinez High School. Mid Basin Centennial Park lru'patipn §d Project Final EIR 3-10 Section 3 Figure 5: Parking Lot and Road Improvements Mid Basin Centennial Park I� ?aty 841 Project Final EIR 3-11 47 1 Section 3 Figure 6.- Heritage Museum Monitoring Well Mid Basin Centennial Park 1 11 Project Final EIR 3-12 Section 3 The construction of the MBI-5 Well sound wall would occur when school is not in session at Centennial Education Center and Godinez High School. • Paving activities at Centennial Park Would be coordinated with Santa Ana Unified School District and Centennial Education Center to minimize noise impacts. • Well redevelopment maintenance activities for MBl-2, MBI-4 and the monitoring well would Occur when school is not is session. Traffic CirculationlParking • After well drilling, well construction and well development activities are completed the size of the work area will be reduced to free up available parking at Centennial Park. To maintain safe circulation during the day along the Centennial Loop the segment of water supply and back flush pipelines within Centennial Park will constructed at night. To minimize potential construction traffic congestion within Centennial Park, all construction traffic entering Centennial Park would be required to utilize the Edinger Avenue /Mohawk Drive Entrance, r '*IFF§R=FA • To help to conserve domestic water with the City Santa Ana, groundwater back flushed from OCWD injection would be used to maintain water level 1117900OMMIM. 111110.53 To minimize surface water impacts a 10 foot wide by 200 foot long pervious sidewalk would be constructed between Centennial Park Parking Lot 5 to the proposed Shared recreation/Communication Structure 1 near the soccer field complex. 3.6 Construction Phasing Plan The Proposed Project is estimated to take 14 months of active construction over a 24 to 30 month period and is broken into 8 construction phases. Construction operations are expected to start in early 2017 and conclude in 2019. A summary of the construction activities and the times when they would occur are shown in Table 2. Mid Basin Centennial Park I I Project Final EIR 3-13 wm Section 3 Table 2: Summary of Construction Activities phase Activity Description Equipment Duration, (days) Location Phase Duration (days) Supply Pipeline on Bridge and GWRS Tie-In *45 Pipelines, Structures, Heritage 125 SUpply Pipeline in Edinger Supply & Backflush Pipelines in Park 20 51 Shared Structure ConStrUction '125 Heritage Site Improvements *14 `Shanad Structure Censiruch ©n occurs concurrent %ith Putelfirle, COPSIFOCrOq P,pulinp, orb Nndge G*RS OcCUrs concurfart with Other Nipt-finis, Constfuctina. i Site riproverrepts Occurs, concurreN wilti Shared Structures II Sound Panel Installation and Removal 8 MBI-5: Drill 28 Conductor Casing Installation I Borehole Drillinq and Reaming 14 Well Construction 5 III Sound Panel Installation and Removal Conductor Casing Installation 8 1 MBI-3: Drill 28 Borehole Drilling and Reaming 14 Well Construction 5 Well Development *14 MBI-5: Develop • Well Develo pment occurs concurrent with Borehole Drilling and Reamin g IV Sound Panel Installation and Removal Conductor Casin Installs @ion 8 1 MBI-2: Drill 28 Borehole Drilling and Reaming 14 Well Construction 5 Well Development *14 MBI-37 Develop • Well Develo pment occurs concurrent with Borehole Drilling and Reamin g V Sound Panel Installation and Removal a MBI-4: Drill 28 Conductor Casing Installation 1 Borehole Drilling and Reaming 14 Well Construction 5 Well Development 14 flop Well Dsvela ment occurs concurrent with Borehole Drilling and Reaming VI Well Development 14 MBI-4, Develo 14 VII Sound Panel Installation, and Removal Conductor Casinginstallation B Monitoring Well 36 Mid Basin Centennial Park I ' t' §qll Project Final EIR 3-14 sc. A e— 4 Section 3 3,7 Regulatory Permits and Approvals The EiR/EA would provide the supporting environmental documentation for the following permits and approvals, Orange County Water District Project approval and related construction contracts and agreements County of Orange Encroachment Permit to allow excavation on the western and eastern levee of the Santa River to allow for the construction and operation of the water supply pipeline across the existing nose piers of the Edinger Avenue Bridge, County of Orange Encroachment Permit to allow the back flushing of injection well water into the Greenville Banning Flood Control Channel. 0 United! States Army Corps of Engineers 408 Permit, City of Santa Ana well construction permits for the 4 injection wells and 1 monitoring well, approval of license agreement for the pipeline and well site locations within Centennial Park and an encroachment permit for the construction of the pipeline along Edinger Avenue. Santa Ana Unified School District approval of license agreement for monitoring well within Heritage Museum a State of California Parks and Recreation Project approval * United States National Parks Service Project approval. Mid Basin Centennial Park I I Project Final EIR 3-15 tlft Borehole Drilling and Reariiing '14 Well Construction 5 Well Develoement 8 Well Equipping '12 MF31-2 & lvlBl-4: Equipping__ Vill Well Equipping 12 10131-3 & M131-6: 28 ­12!Lp in Skate park Fence and Camera *14 Skate park Irnproverne ts Paving 4 Parking Lot & Roads Skate Park Improvements occur concurrent with Well Equipping 3,7 Regulatory Permits and Approvals The EiR/EA would provide the supporting environmental documentation for the following permits and approvals, Orange County Water District Project approval and related construction contracts and agreements County of Orange Encroachment Permit to allow excavation on the western and eastern levee of the Santa River to allow for the construction and operation of the water supply pipeline across the existing nose piers of the Edinger Avenue Bridge, County of Orange Encroachment Permit to allow the back flushing of injection well water into the Greenville Banning Flood Control Channel. 0 United! States Army Corps of Engineers 408 Permit, City of Santa Ana well construction permits for the 4 injection wells and 1 monitoring well, approval of license agreement for the pipeline and well site locations within Centennial Park and an encroachment permit for the construction of the pipeline along Edinger Avenue. Santa Ana Unified School District approval of license agreement for monitoring well within Heritage Museum a State of California Parks and Recreation Project approval * United States National Parks Service Project approval. Mid Basin Centennial Park I I Project Final EIR 3-15 tlft Section 4 4.1 NEPA Range of Alternatives CEQA requires that a Draft EIR include a discussion of reasonable project alternatives that would feasibility attain most of the project objectives, but would avoid or lessen any significant effects of a proposed project activity. Additionally, NEPA requires that a Draft EA objectively evaluate a reasonable range of alternatives to the proposed project. Under NEPA, reasonable alternatives are those that are practicable or reasonable from a technical and economic perspective- Where alternatives have been eliminated from detailed study, the Draft EA must discuss the reasons for their elimination. 4.2 Alternatives Not Under Review Increase Imported Water Supplies Under the Increase Imported Water Supplies Alterative, OCWD would import additional water supplies from the State Water Project and from the Colorado River to help replenish the Orange County Groundwater Basin. Because of the prolonged drought conditions occurring in California and throughout the western United States imported water supplies are limited and would be uncertain if adequate amounts of imported water supplies would be available in the near future. Because of the uncertainty of available imported water supplies, OCWD cannot rely only on imported water alone to replenish the groundwater basin Therefore, relying on imported water supplies to replenish the groundwater basin Would not be a viable alternative. Construction of Above Ground Injection Wells Under terms of agreement with the National Park Service, Centennial Park is required to be dedicated for open :space and recreation. The construction of above ground injection wells would result in the loss of open space at Centennial Park. Because the above ground injections would be in conflict with the National Park Service park use requirements, the alternative would not be considered viable, Alternative Location The water supply for the Mid Basin Injection Well Project would be recycled water from OCWD Groundwater Replenishment System (GWRS). Therefore, any alternative site location would need the ability to tie into the GWRS pipeline. Several sites were initially identified. However, they were subsequently rejected because they did have the ability to easily tie into the GWRS water supply or that they lacked the required geology. Mid Basin Centennial Park Injection Well Project Pinal ERR 4-1 Section 4 4.3 Alternatives Under Further Review Through the alternative evaluation Centennial Park was selected as the preferred location based an the following reasons. Centennial Park is located very close to the deepest part of the local groundwater table depression, which means that injecting water at this location would have an immediate and significant benefit on raising the depressed groundwater levels. • Centennial Park is located in close proximity to OCWD MBI-1 Demonstration Well and data and observations from the well would be applicable and useful in the construction and operation of the monitoring wells at Centennial Park. Centennial Park is in close proximity to the existing GWRS pipeline existing turn-out. Alternative 1: (No Federal Action/No Project) Under NEPA a No Federal Action Alternative must be considered and under CEQA a No Project Alternative must also be considered. The No Federal Action/No Project Alternative provides the basis for comparison with other alternatives, as it represents a condition both current and future under which nothing would be done to address the identified need and objectives for the project. Ulnder the No Federal Action/No Project Alternative the project would not be implemented. Centennial Park and the Heritage Museurn would continue to operate as a community park and Cultural resource learning center. Alternative 2: Centennial! Park Four Injection WelilHeritage Park Monitoring Well (Proposed Project) Under the Proposed Project, four injections wells and associated water supply and back flush pipeline would be constructed at Centennial Park and a below ground monitoring well would be constructed at Heritage Museum. Under Alterative 2, an estimated 12 MGD of additional groundwater recharge capacity would be provided to replenish the Orange County Groundwater Bassin. The Proposed Project Plan is shown in Figure 3. Alternative 3: Centennial Park Three Injection Wells/Heritage Park Monitoring Well (Reduced Intensity Alternative) Under Alterative 3, three injections wells and associated water supply and back flush pipeline would be constructed at Centennial Park and a below ground monitoring well would be constructed at Heritage Museum, Under Alterative 3, an estimated 9 MGD of additional groundwater recharge capacity would be provided! to replenish the Orange County Groundwater Basin. The Alternative 3 Project Plan, is shown in Figure 7. Mid Basin Cen te' n nia' t ' P a 25C_R7 l roject Final EIR 4­2 J Section 4 Figure 7: Alternative 3 Reduced Intensity u °, a Mid Basin Centennial Parks I A t §gI Project Final EIR 4 -3 Section 4 Alternative 4: Centennial Park Four Injection Wells/Heritage Park Monitoring Well with Alternative Pipeline Alignment (Pipeline Design Alternative) Under Alterative 4, four injections wells and associated water supply and back flush, pipeline would be constructed at Centennial Park and a below ground monitoring well would be constructed at Heritage Museum, Under Alternative 4, an alternative water supply pipeline alignment would be constructed that would extend through open space area in Centennial Park. The waiter supply pipeline would be the same approximate length and diameter as the water supply pipeline in the Prosed Project and would involves the same mix of construction equipment and construction activities, Under Alterative 4, an estimated 12 MGD of additional groundwater recharge capacity would be provided to replenish the Orange County Groundwater Basin. The Alternative 4 Project Plan is shown in Figure 8. 4.4 CEQA Environmentally Superior Alternative The State CEQA Guidelines CCR Section 15126.6(e) (2) requires identification of an environmentally superior alternative from among the Proposed Project and Project Alternatives, Federal NEPA regulations also recommend that an environmentally preferred alternative be identified; however, under NEPA, that alternative does not need to be identified Until the final record of decision is issued. Therefore, the discussion in this section of the environmentally superior alternative is intended to satisfy only the State CEQA requirements. The No Project Alternative would result in fewest adverse impacts to the environment, because none of the construction impacts associated with the project would Occur. If the No Project Alternative is considered the environmentally superior, State CEQA Guidelines CCR Section 15126.6(e) (2) requires the identification of an "environmentally superior alternative" other than the No Project Alternative from among the Proposed Project and the Project Alternatives, A comparison of the environmental impacts resulting from the implementation of the Proposed Project and Project Alternatives is shown in Table 3. Mid Basin Centennial Park I A ti - Al Project Final EIR 4-4 ' 9 Section 4 Table 3: Summary of Environmental Impacts Environmental Alternative 2 Aiternative I Alternative 3 Alternative 4 Issue Proposed No Federal Action Reduced Pipeline Project Action/No Project Intensity Design Alternative Alternative Aesthetics LSM L L E Air Quality LS L L E Biological i L E E Resources Cuitural LSM L L E Resources Environmental LS E E E Justice Geology i L E E Greenhouse LS L L E Gas Hydrology LSM L E E Land Use LS L E E i i L I- E Traffic i L E E 5-significant Impact L. Less Impact Compare to Proposed Project -8-Less IbHn Ftynificent Impart E-F. a Llivalent I rc pact C , orn pared to Pro po son Project LSM-Less than Sigrrfican( impact with G-Greater Impant Compared to Proposed Project MiEi alien Based on the analysis provided in the EIR/EA, Alternative 3 the Reduced Intensity Alternative would be considered the environmentally superior alternative- Alternative 3 would result in marginally lower level of intensity impacts to air quality, greenhouse gas emission and noise. Alternative 2 would have highest level of ability of achieving the project objectives while resulting in no significant adverse impacts to the environment. Mild Basin, Centenniall Park 12'ed'n4l Project Final DIR 4-5 Section 4 Figure 8: Alternative 4 Pipeline Design Alternative Mid Basin Centennial Park Aceffdi Project Final EIR 4-6 Section 5 This section of the Draft EIR/EA describes the affected environment and potential environmental consequences associated with the implementation of the Mid Basin Centennial Park Injection Well Project. Affected Environment: The affected environment provides an overview of the baseline physical environmental conditions at the project area and surrounding areas as appropriate at the time the notice of preparation i was published. Thresholds Significance: The thresholds of significance is criteria established by the Lead Agency to define at what level an Impact to the environment would be considered significant. The thresholds of significance used In this EIR/EA are derived from Appendix G of the State CEQA Guidelines, as amended. These thresholds also include the factors taken into account under NEPA to determine the significance of the action in terms of the context and the intensity of its effects. Environmental Consequence: The environmental consequence describes the environmental changes to the existing physical conditions that could occur from the project activities. The environmental consequences are described as temporary and long term impacts, and as direct impacts, indirect impacts and cumulative impacts. In evaluating potential environmental consequences the level of significance is determined by applying the significance criteria for each environmental issue. The following terms are used to describe each impact. No Adverse Impact: No adverse Impact determination indicates that the construction, operation and maintenance of the project would not have any direct or indirect adverse effects on the environment. • Less than Significant Adverse Impact: A less than significant adverse impact determination is one that would result in adverse change to the environment. However, it would occur at a level that would not be substantial. • Less than Significant Adverse Impact with Mitigation: A less than significant adverse impact with mitigation determination is given when the project activities may create a potential significant adverse change to the environment, but would be reduced to an insignificant level through the implementation of feasible mitigation measures. • Significant Adverse Impact: A significant adverse impact determination would be given when a project activity would cause a substantial adverse Mid Basin Centennial Park A& _Iliv� Project Final FIR 5-1 Section 5 change to the environment that would result in the permanent loss of a resource, resulting in a change to the environment that could jeopardize the permanent loss of resource or result in changes that could jeopardize public health and safety. 0 Beneficial Effect: A beneficial impact is an impact that is considered to cause a positive change or improvement to the environment. • Mitigation: Mitigation refers to measures that would be implemented to ,avoid or reduce potential' significant adverse impacts. Mitigation includes rectifying the impact by repairing, rehabilitating, or restoring the affected environment and reducing or eliminating the impact over time by preservation and maintenance operations during the life of the action and compensating for the impact by replacing or providing Substitute resources or environments. 5.1 AESTHETIC RESOURCES 5.1.1 Affected Environment Regional Visual Context The project sites are situated within Centennial Park and at the Heritage Museum. Both sites are located within southwestern area of the City Santa Ana. The regional area is urbanized and both sites are surrounded by a combination of residential and industrial land uses. The visual character at both sites can be described as an aesthetically pleasing park-like environment that provides open space relief to an area that is predominantly urbanized. Centennial Park Centennial Park is an 87 acre community park facility. The park site is bordered by Santa Ana River to the west, residential land uses to the north, Greenville Banning Flood Control Channel and residential land uses to the east, Godinez High School and the Heritage Museum to the south. The park site contains both passive and active recreation uses, including lighted ball fields. The primarily visual elements at Centennial Park are Centennial Lake, expansive grass areas and concentrations of large canopy trees. The City Santa Ana General Plan does not identify any pubic scenic vistas or scenic corridors at Centennial Park. However, the park does contain several walking trails that provide public scenic vistas throughout the park. Additionally, the Santa Ana River Trail extends along the western boundary of Centennial Park providing public vistas into Centennial Park. The existing aesthetic condition at Centennial Park where the injection wells and shared structures would be constructed is shown in Figures 9, 10, 11 and 12. Mid Basin Centennial Park V11 Project Final EIR 5-2 At - f6i Section 5 Heritage Museum The Heritage Museum consists of approximately 13 acres of area. The museum site is bordered between the Mitchell Child Development Center and Greenville Banning Flood Control Channel to the east, industrial buildings to the east, and Godinez High School High School to the northeast. The primarily visual elernents at Heritage Museum are historical structures, gardens and an open space corridors. The site is visually separated into two areas. The southern portion of the site is occupied with several historical buildings that are surrounded by fruit trees, ornamental landscaping and a large Court yard. The northern portion of the museum site consists predominately of open space. A rolling hill with a walking path is situated in the center of the site that provides scenic vistas of the Heritage Museum site, West of the rolling hill is agriculture demonstration garden. The City Santa Ana General Plan does not identify any scenic vistas or scenic corridors at the Heritage Museum, However, the site does contain trails and public vistas that provide views of the open space and cultural resources at the Heritage Museum site. The existing aesthetic condition, of Heritage Museum, where the monitoring well would be constructed and an example of an underground monitoring well is shown in Figure 13. 5.1.2 Regulatory Framework The following are goals and policies from the City of Santa Ana General Plan that pertain to aesthetic resources at Centennial Park and the Heritage Museum, • Provide sufficient open space to meet the recreation and aesthetic needs of the community. • Maximize the City's aesthetic and visual appeal by increasing vegetation throughout the community and by enhancing architecture, historic and other visual resources. • Maintain the open, natural and recreation features of Santiago Creek and the Santa Ana River, to enhance these amenities as a passive and active open space view corridor, 5.1.3 Thresholds of Significance 1. Would the project have a substantial adverse effect an a scenic vista? 2. Would the project substantially degrade the existing visual character or quality of the site and its surroundings? 3. Would the project create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? Mid Basin Centennial Park AC&24W reject Final FIR 5-3 Section 5 Figure 9; Injection Well IV11311-2 & IVIBI-3 Locations Mid Basin Centennial Park 1,6266 Project Final EIR 5 -4 29f Section 5 Figure 10: Injection Well IVIBI -4 & MBI.5 Locations Mid Basin Centennial Perk �tenftProject Final EIR 5 -5 Section 5 Figure 11: Shared Recreation/Communications Structure 1 ttLij(�ffroject Final EIR 5-6 Mid Basin Centennial Park 2 10 Section 5 Figure 12: Shared Recreation/Communication Structure 2 o Mid Basin Centennial Park jg&nfdbProj . ect Final FIR 5-7 Section 5 Figure 13: Heritage Museum Monitoring Well Location Mid Basin Centennial Park Project Finall EIR 5-8 kl:-O Aefi% Section 5 5.1.4 Environmental Consequences IMPACT AR-1: Would the project have a substantial adverse effect on a scenic vista? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. Both Centennial Park and the Heritage Museum would continue to operate as open space and cultural resources. There would be no changes to existing scenic vistas within and into Centennial Park and at the Heritage Museurn, Alternative 2: Proposed Project Centennial Park Under the Proposed Project four injection wells and water supply and back flush pipeline and two shared recreation/communication Structures would be constructed at Centennial Park. The construction of the water supply pipeline would require construction activities within the east and west facing levees of the Santa Ana River, Existing views along the Santa Ana River Trail would be temporary replaced with construction activity and equipment. The temporary impacts to existing vistas Would be for a short period of time and once the construction activities are completed existing views of where the construction activities occurred' be returned to their pre- project condition. Because the construction impacts would be for a short period of time and existing views would be returned to their pre-project condition, the potential short-term adverse impact to scenic vistas would be less than significant. The proposed water supply pipeline would extend along the noise piers of the Edinger Avenue Bridge, Aesthetic treatment would be incorporated into the design of the pipeline to compliment the aesthetic appearance of the bridge structure. The pipeline would be well above the Santa Ana River Trail and would not obstruct any views. Potential long term view shed impacts associated with presence of the water Supply pipeline would be less than significant. The injection wells and pipelines proposed within Centennial Park would be located underground beneath existing parking areas. The only exposed part of the injection wells would be two or three, 5'x 5' foot metal covers that would be at grade withe the existing parking lot surface. The presence of the metal covers would not obstruct any scenic vistas within the park or potential views into the park from the Santa Ana River Trail. 'J Mid Basin Centennial Park rIR 5-9 AtOM , Project Final E Section 5 The Proposed Project includes the construction of two shared recreation/communication structures. Shared Structure 1 would be located at the northeast corner of the Soccer Fields within an existing asphalt area. The area where the Shared Structure 1 Would be built is situated between a large landscape embankment and the soccer field complex and would not be within view shed of any aesthetic resources. The presence of the Shared Structure I would also not obstruct any views within the park or views into the park from the Santa Ana River Trail. Share Structure 2 would be constructed within the footprint of an existing restroom. The existing restroom would be demolished and replaced with Shared Structure 2 and would not adversely affect existing views within the park. Heritage Museum Under the Proposed Project, a below ground monitoring well would be constructed at the Heritage Museum within an existing parking lot. The only exposed part of the monitoring well would be a metal cover and concrete apron which would be at grade and would not interfere with existing views within the Heritage Museum site. No potential long term adverse impacts to scenic vistas within Heritage Museum would occur. The construction of the monitoring well would temporary replace existing scenic vistas within the Heritage Museum with construction activity and equipment. The potential construction impacts to scenic vistas Would be for a short period of time and Would be confined to specific locations at the Heritage Museum site. Because the temporary impact would be for a short period of time and once the construction operations are completed, existing views within Heritage Museum would be returned to their pre-project condition, short-term construction related adverse impacts to scenic vistas would be less than significant. Alternative 3: Reduced! Intensity Alternative Under Alternative 3, three injection well's would be constructed at Centennial Park and a below ground monitoring well would be constructed at the Heritage Museum. Potential long term impacts to scenic vistas would be similar to the level of impacts associated with the Proposed Project. No potential long term adverse impacts to scenic vistas within Centennial Park or within Heritage Museum would occur. Under Alternative 3, one less injection well would be constructed. The construction activity for one well is approximately 6 months. Therefore, there would be 6 months less of construction activity that would have the potential to adversely affect scenic vistas in Centennial Park, Similar to the Proposed l Mid Basin Centennial Park fe&_ n � Project Final EIR 5-10 kzl ojo , Orf Section 5 Project, potential short-term construction related adverse impacts to scenic vistas at Centennial Park and at the Heritage Museum would be less than significant. Alternative 4: Pipeline Design Alternative Under Alternative 4, four injection wells would be constructed at Centennial Park and above ground' monitoring well Would be constructed at the Heritage Museum. Under Alternative 4, the water supply pipeline within Centennial Park would extend through open space. The pipeline would be underground and would not be visible to the public. Potential long term impacts to scenic vistas would be similar to the level of impacts associated with the Proposed Project. No potential long term adverse impacts to scenic vistas within Centennial Park or within Heritage Museum would occur. Construction activities associated with Alterative 4 would result in short-term adverse scenic vista impacts at Centennial Park and at the Heritage Museum. Because the water supply line would extend through open space areas at Centennial Park there would be increased potential for the construction activities to be visible to the public. Similar to Proposed Project, the potential view shed scenic impacts would be for a short period of time and when construction activities are completed existing views would be returned to their pre-project condition. Potential adverse impacts to scenic vistas at Centennial Park and at the Heritage Museum would be less than significant. Mitigation Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT AR-2- Would the project substantially degrade the existing visual character or quality of the site and its surroundings? Alternative 1: No Federal ActionlNo Project Under Alternative 1, the project would not be implemented, Both Centennial Park and the Heritage Museum would continue to operate as open space and cultural resources. There would be no changes the existing visual character at Centennial Park or at the Heritage Museum. %11*,�.) Mid Basin Centennial Park Project Final EIR 5-11 0 AtIO M Section 5 Alternative 2: Proposed Project Centennial Park Under Alternative 2, the proposed injection wells and associated pipelines would be located below ground. Therefore, there would riot be any long term visual changes to areas where the injection wells and pipelines would be constructed. The two proposed shared recreation/communication structures at Centennial Park would mimic the existing structures at the park and would be consistent with the park's existing visual character- No long term adverse changes to the existing visual character at Centennial Park would occur. The construction activities for the Proposed Project would temporary disrupt the park like setting where the construction activity would occur. The construction activity would occur in isolated areas at Centennial Park for short periods of time and would riot adversely change the park's overall visual character. Potential adverse short-term construction impacts to the existing character at Centennial Park would be less than significant, Heritage Museum The proposed monitoring well would be located underground within an existing parking area. The presence of the monitoring well's metal cover and concrete apron would not result in significant long-term adverse changes to the visual character of the Heritage Museum. The construction activities for the monitoring well would temporary disrupt the park like setting at the Heritage Museum site. The construction activity would within an existing parking lot that and would be isolated from the aesthetic resources at the Heritage Museum site, The construction activity would not substantially change the overall visual character at the Heritage Museum. Potential short-term construction related adverse impacts to the existing character of Heritage Museum would be less than significant. Alternative 3: Reduced Intensity Alternative Under Alternative 3, three injection wells would be constructed at Centennial Park and an above ground monitoring well would be constructed at the Heritage Museum, The level of potential long term impacts to the visual character at Centennial Park and at the Heritage Museum would be similar to the Proposed Project. Potential long term adverse changes to the existing visual character at Centennial Park and at the Heritage Museum would be less than significant. Under Alternative 3, one less injection well would be constructed at Centennial Park. Therefore, there will be less amount of construction activity occurring at Centennial Park. The reduced amount of construction activity would not Mid Basin Centennial Park 28ce-noffi Project Final EIR 5-12 R-Mromm substantially reduce potential short term construction related visual impacts at Centennial Park. Similar to the Proposed Project, potential short term construction related adverse impacts to the existing visual character at Centennial Park and at the Heritage Museum would be less than significant Alternative 4: Pipeline Design Alternative Under Alterative 4, four injections wells would be constructed at Centennial Park and a below ground monitoring well would be constructed at Heritage Museum. The wells would not visible to the public and no long term adverse changes to the existing visual character at Centennial Park and at the Heritage Museum would occur. Similar to the Proposed Project potential long term adverse changes to the existing visual character of Centennial Park and at the Heritage Museum would be less than significant. Under Alternative 4, the water supply line would extend through open space at Centennial Park. There would be increased potential for short-term adverse construction related impacts to affect the aesthetic character of the park. Similar to Proposed Project, the construction related aesthetic impacts would be for a short period of time and when completed the disturbed areas would be returned to their pre-project condition. Potential short-term impacts to the existing character of Centennial Park and the Heritage Museum would be less than significant, Mitigation: Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT AR-3: Would the project create a new source of substantial light or glare which will adversely affect day or nighttime views in the area? Alternative 1: INo Federal! Actilon/No Project Under Alternative 1, no long term improvements and no construction activities would occur at Centennial Park or at the Heritage Museum, The Centennial Park and Heritage Museum site project area would continue to experience spill over lighting from the lighted fields at Centennial Park. Mid Basin Centennial Park MV2�V 4Project Final EIR 5-13 loqUMIN11,11101 Alternative 2: Proposed Project The proposed injection wells at Centennial Park and the proposed monitoring well at the Heritage Museum would not permanently introduce new sources of light and glare into the project area. The proposed shared recreation /communication structures at Centennial Park would be installed with low intensity security light that would be focused on the shared structure site. No long term light and glare impacts would occur. The proposed well drilling activities at Centennial Park and at the Heritage Museum would occur at night. Additionally, the water supply pipeline and back flush pipeline at Centennial Park would also be constructed at night. To ensure safe working conditions during the night time, floodlights Would be used to light the work area. Sensitive receptors within the line of sight of the flood lights during night time Construction activities could be adversely impacted from spill over light and glare impacts. To avoid adverse spill over light and glare impacts, the floodlights would be shielded and directed to the work area. With the implementation of Mitigation Measures AR-11 and AR-2 potential construction related light and glare impacts would be reduced to a less than significant level. Alternative 3. Reduced Intensity Alternative Under Alterative 3, the level of potential long term light and glare impacts at Centennial Park and at the Heritage Museum would be similar to the Proposed Project and Would be less than significant. Under Alternative 3, the well drilling activities and pipeline construction at Centennial Park and the Heritage Museum would occur at night. Because Alterative 3 involves, the construction of one less injection well, there would be a reduced amount of night time lighting required at Centennial Park, The reduced amount of night time lighting would not substantially reduce the level of potential light and glare impacts. Similar to the Proposed Project, with the implementation of Mitigation Measures A-1 and A-2 potential adverse light and glare impacts would be reduced to a less than significant level. Alternative 4: Pipeline Design, Alternative The level of potential, long term and short-term light and glare impacts at Centennial Park and at the Heritage Museum would be same as the Proposed Project. With the implementation of Mitigation Measures AR-1 and AR-2 potential construction related adverse light and glare impacts would be reduced to a less than significant level. Mid: Basin Centennial Park reject Final EIR 5-14 Aeffvf 9P Section 5 Mitigation Measure AR-11: Construction lighting fixtures will be shielded by providing side flap on lights, or providing a temporary drape/wall so that illumination is confined to within the work area. Onsite construction lighting will be arranged so that direct rays will not shine in or produce glare impacts to sensitive receptors. AR-2: If the onsite construction lighting creates a light or glare issues for sensitive receptor properties, OCWD will implement corrective measures to resolve the iissule. Such corrective measures may include providing additional shielding on light fixtures, relocating lighting light fixtures or increasing, the height of the temporary drape/wall. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact with the implementation of Mitigation Measures AR-1 and AR-2. Alternative 1 Less than significant adverse impact with the implementation of Mitigation Measures AR-1 and AR-2. Alternative 4: Less than significant adverse impact with the implementation of Mitigation Measures AR-1 and AR-2. Mid Basin Centennial Park 2M&OM Project Final EIR 5-15 Section 5 The following analysis is a summary of an Air Quality impact Report prepared for the Mid Basin Centennial Park Injection Well Project by BonTerra/Psornas in October of 2015. The Air Quality Report is presented in its entirety in Appendix B. 5.2.1 Affected Environment The project site is located in the City of Santa Ana and within the South Coast Air Basin (Basin). The Basin consists of Orange County, all of Los Angeles County except for the Antelope Valley, the non-desert portion of western San Bernardino County, and the western and Coachella Valley portions of Riverside County. The basin is an and environment with little rainfall and abundant sunshine occurring during the summer months. The topography and climate of Southern California combine to make the Basin an area of high air pollution potential. During the summer months, a warm air mass frequently descends over the cool, moist marine layer produced by the interaction between, the ocean's surface and the lowest layer of the atmosphere. The warm upper layer forms a cap over the cooler surface layer and inhibits the pollutants from dispersing upward. Light winds during the summer further limit ventilation. Additionally, abundant sunlight triggers the photochemical reactions that produce ozone and the majority of particulate matter. The region experiences more days of sunlight than any other major urban area in the nation except for the City of Phoenix Attainment Status The EPA and the ARB designate air basins where ambient air quality standards are exceeded as "nonattainment" areas. If standards are met, the area is designated as an "attainment" area. If there is inadequate or inconclusive data to make a definitive attainment designation, they are considered "unclassified." National nonattainment areas are further designated as marginal, moderate, serious, severe, or extreme as a function of deviation from standards. Each standard has a different definition, or 'form' of what constitutes attainment, based on specific air quality statistics. For example, the Federal 8-hour CO standard is not to be exceeded more than once per year. Therefore, an area is in attainment of the CO standard if no more than one 8-hour ambient air monitoring values exceeds the threshold per year. In contrast, the Federal annual PM2r5 standard is met if the 3-year average of the annual average PM2 5 concentration is less than or equal to the standard. The current attainment designations for the Basin are shown in Table 4. The Basin is designated as nonattainment for the state and federal ozone, PM10, and PM2 5, standards. The Basin is also in nonattainment for the state nitrogen dioxide annual standard, based on the 2006-2008 data. Based, on more recent Mid Basin Centennial Park�jnlLProject Final EIR 5-16 Section 5 data (2007 - 2009), the Basin would be in attainment for nitrogen dioxide; however, the State has not officially designated the Basin as in attainment. Table 4: South Coast Air Basin Attainment Status Pollutant State Status National Status Ozone Nonattainment Nonattainment - Extreme Carbon monoxide Attainment Maintenance - Serious Nitrogen dioxide (annual) Nonattainment Attainment Nitrogen dioxide (1 -hour) Attainment Maintenance Sulfur dioxide Attainment Attainment PM I' Nonattainment. Maintenance - Serious PM2 y Nonattainment Nonattainment - Moderate Load (Los Angeles County) Nonattainment Nonattainment Lead (other parts of Basin, including the project area) Attainment Attainment Source of Sir'�10 stntua'. Califcrnia Ar Hesoumes Board 2013b. Sor,vice of NaGlaaial s4btus; IJ.S. Envlronmenial Protectlon Agency 24014. 5.2.2 Regulatory Framework. Air Pollution Regulations Air pollutants are regulated at the national, state, and air basin level and each agency have a different level of regulatory responsibility. The United States Environmental Protection Agency (EPA) regulates at the federal level. The California Air Resources Board (ARB) regulates at the state level'. The South Coast Air Quality Management district (SCAQMD) regulates at the air basin level. Federal Regulation The EPA is responsible for national and interstate air pollution issues and policies. The EPA sets national vehicle and stationary source emission standards„ oversees approval of all State Implementation Plans, provide research and guidance for air pollution programs, and sets National Ambient Air Quality Standards, also known as federal standards. There are federal standards for the following criteria air pollutants, which were identified from provisions of the Clean Air Act of 1970: Mid Basin Centennial Park Y'66, 6,206 Project Final EiR 5 -17 Section 5 , Ozone - Particulate matter(Pivii(I and PM25) , Nitrogen dioxide , Carbon monoxide (CO) . Lead - Sulfur dioxide The federal standards were set to protect public health, including that of sensitive individuals; thus, the standards continue to change as more medical research is available regarding the health effects of the criteria pollutants. Primary federal standards are the levels of air quality necessary, with an adequate margin of safety, to protect the public health. State Regulation A State Implementation Plan is a document prepared by each state describing existing air quality conditions and measures that Would be followed to attain and maintain federal standards. The State Implementation Plan for the State of California is administered by the ARB, which has overall responsibility for statewide air quality maintenance and air pollution prevention, California's State Implementation Plan incorporates individual federal attainment plans for regional air districts. The regional air district prepares their federal attainment plan, which is sent to the ARB to be approved and incorporated into the California State Implementation Plan. Federal attainment plans include the technical foundation for Understanding air quality (e.g., emission inventories and air quality monitoring), control measures and strategies, and enforcement mechanisms. The ARB also administers California Ambient Air Quality Standards (state standards) for the 10 air pollutants designated in the California Clean Air Act. The 10 state air pollutants are the six federal standards listed above as well visibillity-reducing particulates, hydrogen sulfide, sulfates, and vinyl chloride. Several of the State pollutants are not addressed in this analysis. Analysis of lead is not included in this report because the Proposed Project would not be anticipated to emit lead. Visibility-reducing particles are not explicitly addressed in this analysis because particulate matter is addressed. The Proposed Project would not be expected to generate or be exposed to vinyl chloride because it would not use chemical processes that create this pollutant and there would be no such uses in the project vicinity. The Proposed Project would not be expected to cause exposure to hydrogen sulfide because it would not generate hydrogen sulfide i!n any substantial quantity, Mid Basin Centennial Park A&M Project Final EIR 5-18 Section 5 South Coast Management District The agency for air pollution control for the South Coast Air Basin (Basin) is the SCAQMD, The SCAQMD is responsible for controlling emissions primarily from stationary sources, The SCAQMD is also responsible for developing, updating, and implementing the AQMP for the Basin, in coordination with the Southern California Association of Governments. Air Quality Management Plans In response to Federal and State requirements to implement measures to achieve the Federal and State air quality standards, the SCAQMD is responsible for reducing emissions from stationary (area and point), mobile, and indirect sources. It has responded to this requirement by preparing a sequence of AOMPs. An AQMP establishes a program of rules and regulations directed at attaining the Federal and State air quality standards. On November 28, 2007, CARS submitted a SIP revision to the USEPA for 03, PM2.5, CO, and NO2 in the Basin. This revision is identified as the "2007 South Coast SIP". The 2007 South Coast SIP demonstrates attainment of the federal PM2.5 standard in the Basin by 2014 and attainment of the federal 8-hour 03 standard by 2023. This SIP also includes a request to reclassify the 03 attainment designation from "severe" to "extreme", The USEPA approved the redesignation effective June 4, 2010. The "extreme" designation requires the attainruent of the 8-hour 03 standard in the Basin by June 2024. GARB approved PM2.5 SIP revisions in April 2011 and the 03 SIP revisions in July 2011. The USEPA approved the PM2.5 SIP on September 25, 2013, and has approved 47 of the 62 1997 8-hour 03 SIP requirements. On November 30, 2014, the USEPA proposed a finding that the Basin has attained the 1997 PM2.5 standards. The comment period closed on January 22, 2015; no subsequent action has been taken. On December 7, 2012, the SCAQMD adopted the 2012 ACIMP, which is a regional and muitiagency effort between SCAOMD, CARS, SCAG, and USEPA. The 2012 AQMP incorporates the latest scientific and technical information and planning assumptions including; SCAG,'s 2012-2035 Regional Transportation Plan/Sustainable Communities Strategy, updated emission inventory methods for various source categories: and SCAG's latest growth forecasts. The primary purposes of the 2012 ROMP are to demonstrate attainment of the federal 24- hour PM2.5 standard by 2014 and to update the USEPA-approved 8 -hour Ozone Control Plan. On December 20, 2012, the 2012 AQMP was submitted to CARB and the USEPA for concurrent review and approval for inclusion in the SIP. Mid Basin Centennial Park jgq& 1 16Project Final EIR 5-19 Section 5 CARS approved the 2012 AQMP on January 25, 2011 The USEPA has snot approved the 2012 AOMP portion of the SIP. SCAQMD Rules The AQMP for the Basin establishes a program of rules and regulations administered by SCAQMD and the State to obtain attainment of the state and federal standards. The rules and regulations that apply to the Proposed Project include the following: SCAQMD Rule 402 prohibits a person from discharging from any source whatsoever such quantities of air contaminants or other material which could cause injury, detriment, nuisance, or annoyance to any considerable number of persons or to the public, or which endanger the comfort, repose, health or safety of any such persons or the public, or which could cause, or have a natural tendency to cause, injury or damage to business or property. SCAQMD Rule 403 governs emissions of fugitive dust during construction and operation activities. Compliance with this rule Would be achieved through application of standard Best Management Practices, such as application of water or chemical stabilizers to disturbed soils, covering haul vehicles, restricting vehicle speeds on unpaved roads to 15 miles per hour, sweeping loose dirt from paved site access roadways, cessation of construction activity when winds exceed 25 mph, and establishing a permanent ground cover on finished sites. Local RegulationslPolicies City of Santa Ana General Plan The following are air quality objectives and policies from the City of Santa Ana General Plan that would apply to the Proposed Project. • Reduce air pollution emissions to achieve ambient air quality standards. • Enforce emission standards contained in local ordinances. 5.2.3 Thresholds of Significance 1. Would the project conflict with or obstruct implementation of the applicable air quality plan? 2. Would the project violate any air quality standard or contribute substantially to an existing or projected air quality violation? 3. Would the project result in a cumulatively considerable net increase of any criteria Pollutant for which the project region is nonattainnnent under an applicable national or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? Mid Basin Centennial Park 1�t&nf�jProject Final EIR 5-20 2 Section 5 4. Would the project expose sensitive receptors to substantial pollutant concentrations? 5. Would the project generate air emissions that will exceed. Federal General Conformity Rule de minimis thresholds? 5. Would the project create objectionable odors affecting a substantial number of people? 5.2.4 Environmental Consequences IMPACT AIR -1: Would the project conflict with or obstruct implementation of the applicable air quality plan? Alternative 1: No Federal Action /No Project Under Alternative 1, the project would not be implemented. There would not be any regional or local construction emissions or any regional or local operational emissions generated within the project area that could have the potential to conflict with the SCAQMD Air Quality Management Plan. Alternative 2: Proposed Project The main purpose of an AQMP is to bring an area into compliance with the requirements of Federal and State air quality standards. The 2012 AQMP is designed to accommodate expected future population, housing, and employment growth and is based on SCAG's 2012 -2035 regional population, housing, and employment projections, which was developed from City and County General Plans. The Proposed Project would expand the OCWD's GWR System to meet existing and planned water supplies and would not change regional populations housing, and employment projections within the Basin. As shown in Tables 5, 6, 7, and 8, pollutant emissions generated from the Proposed Project would be less than the SCAQMD thresholds and would not result in a significant air quality impact. Implementation of the Proposed Project would not be in conflict with the South Coast Air Quality Management District AQMP. Alternative 3: Reduced Intensity Alternative The results of AQMP conformity analysis for Alternative 3 would be the same as the Proposed Project. Implementation of Alternative 3 would not be in conflict with the South Coast Air Quality Management District AQMP. Alternative 4: Pipeline Design Alternative The results of AQMP conformity analysis for Alternative 4 would be the same as the Proposed Project. Implementation of Alternative 4 would riot be in conflict with the South Coast Air Quality Management District AQMP. 5 -21 Mid Basin Centennial Park J�cjt ©n�Ve Project Final EIR Section 5 Mitigation Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 1 No adverse impact Alternative 4. No adverse impact IMPACT AIR-2: Would the project violate any air quality standard or contribute Alternative 1: No Federal Action/No, Project Under Alternative 1, the project would not be implemented. There would not be any regional or local construction emissions or any regional or local operational emissions generated within the project area that could have the potential to be in conflict with S,CAQMD air quality standards. The South Coast Basin Would continue to be a State and Federal non-attainment area for PM1 0, PM2.5 and ozone. Alternative 2: Proposed Project Regional Construction Emissions The Proposed Project would occur in eight non-overlapping phases. Some phases would include more than one activity and each activity would have elements that would require a different mix of construction equipment. The construction equipment descriptions and activity durations were input into CalEEMod to develop emissions estimates for each phase or activity. The emissions generated from construction operations from the Proposed Project are shown in Table 5. These values are compared with the SCAQMD daily construction emission thresholds to determine if a significant air quiality impact would occur. All estimated emissions would be less than the SCAOMD significance thresholds. Mid Basin Centennial Park Jlr& Project Final EIR 5-22 b Section 5 Table 5: Proposed Project Estimated Maximum Daily Construction Emissions (Pounds/Day) Phase VOC Nrix Co PM10 Pill Phase 1- Install pipeline 1 17 17 3 1 Build Shared Structures Improve Heritage Site Phase 2- Well Drilling 4 51 48 3 2 Phase 3 -4-5-Well Drilling 4 51 48 3 2 Phase 3-4-5- Well 2 30 17 1 1 Development I Total Phases 3-4-5 6 82 65 4 3 Phase 6- Well Development 2 30 17 1 1 Phase 7- Well 4 51 48 3 2 Drilling/Development Phase 7-Monitaring Well <0 5 7 5 <0,5 <0.5 Equipping Total Phase 7 5 58 53 3 3 Phase 6- Well Equipilpaving 3 20 22 a 2 Significance Threshold 75 1 100 1 550 150 55 Significant Impact? No No No No No Skate park construbfion emissions would he negligible compared to the well-drilling and equipping emissions and are not shown. See Appendix B for CalEEMod Model outputs Localized Construction Emissions The localized effects from the on-site portion of daily construction emissions were evaluated at sensitive receptor locations potentially impacted by the Proposed Project according to the SCAQMD's LST (Localized Significant Threshold) method, LSTs are applicable to the following criteria pollutants: NO2, CO, PM1 0, and PM2.5. LSTs represent the maximum emissions from a project that would be expected to cause or contribute to an exceedance of the most stringent applicable Federal or State ambient air quality standard, and are developed based on the ambient concentrations of that pollutant for each source receptor area and distance to the nearest sensitive receptor. When quantifying mass emissions for localized analysis, only emissions that occur on site are considered. The maximurn on -site emissions would occur during well drilling. A source to receptor distance of 50 meters (164 feet), was Mid Basin Centennial Park l ed -n yy 11 Project Final Ells 5 -23 4 Section 5 selected because it is assumed that there would be no sensitive receptors within 50 meters of the well sites during drilling. As shown in Table 6, all estimated emissions would be less than the SCAQMD significance thresholds. Table 6: Proposed Project Localized Construction Emissions Construction Activity Voc Emissions (Pounds/Day) Co PM10 PM2.5 Well Redevelopment 4 NOx Co PM10 Pli Project maximum daily 81 64 7 2 on-site emissions Significant Impact? No No No SCAQMD Scireerrdng 83 753 12 4 Thresholds Exceed Threshold? No No No No NQu= Milrogafloxides CO - carbon monaxide PM,o and Pioz particulate matter NoW,I S I ource of thresholds: South Coasi Air 0iiality Management Dstrii 2009, for SRA 22. 500 meters 1 -afire site Regional Operational Emissions The primary operational activities that would emit criteria pollutants would be the injection well and monitoring well redevelopment activities. Assuming redevelopment of each well every two years, operational emissions were estimated assuming the redevelopment of an average of two and one-half wells per year, that is, two injection wells each year and the monitoring well every other year- The well redevelopment emissions were calculated in CalEEMod as construction emissions because the operation of the proposed project involves the use of construction equipment. As shown in Table 7, all estimated emissions would be less than the applicable SCAQMD CEQA significance thresholds. Table 7: Proposed Project Regional Operational Emissions Phase Voc li Co PM10 PM2.5 Well Redevelopment 4 41 is 1 1 Significance Threshold 55 55 550 150 55 Significant Impact? No No No No No Local Operational Emissions The localized effects from the on-site portion of daily operational emissions for the Proposed Project were evaluated at sensitive receptor locations potentially Mid Basin Centennial Park Ac&n Project Ii EIR 5-24 2 Section 5 impacted by the Proposed Project. As shown in Table 8, all estimated emissions would be less than the applicable thresholds. Table 8- Proposed Project Local Operational Emissions Phase NOx co PM10 PM2.5 Well Redevelopment 40 17 1 1 Significance Threshold 83 753 12 4 Significant Impact? No No No No Alternative 3: Reduced Intensity Project The following analysis evaluates regional construction emissions., localized construction emission, regional operational emissions and localized operation emissions generated from Alternative 3. Regional Construction Emissions As shown in Table 9, all estimated emissions would be less than the applicable SCAQMD CEQA significance thresholds. Table 9: Alternative 3 Estimated Regional Daily Construction Emissions (Pounds /Day) Phase Voc NOx Co PM10 PM15 Phase 1- Install pipeline 1 17 17 3' 1 Build Shared Structures Improve Heritage Site Phase 2- Well Drilling 4 51 48 3 2 Phase 3 -4- Well Drilling 4 51 48 3 2 Phase 3 -4- Well 2 30 17 1 1 Development Total Phases 3 -4 6 82 65 4 3 Phase 6- Well 2 30 17 1 1 DrillinglDevelopment Phase 7- Monitoring Well 4 51 48 3 2 Drilling and well equipping Phase 7 Well equipping <0.5 7 5 <0.5 <0.5 Total Phase 7 5 58 53 3 2 Phase 8- Well Equip /Paving 3 20 22 a 2 a ° Mid Basin Centennial ParkI i jl�3y 11 Project Final EIR 5' -25 11 lr ''1111 Section 5 Significance Threshold 75 100 550 150 55 Significant Impact? No No No No No No aftimlies p.., posGd Ux Flia,in f, — Skate Nark wmstruc,ioo Tinfissi on s wat I td be IlogIIGIbb al IT] Pal ed [a the wall -Ijil I I fig and ep,ppof; euInsions and are rid $h 0"n BOLD ogive Fxceeds SCACMD thrpffhnNd See, Appenclix B For CaEEMod Modfa faulpifls Localized Construction Emissions Localized impacts from the Alternative 3 would be the same as the Proposed Project, As shown in Table 6 localized emissions of NO2, CO, PM10 and PM2.5 would not exceed the thresholds and potential localized air quality impacts would be less than significant. Regional Operational Emissions The operational emissions were estimated assuming the redevelopment of an average of two wells per year, that is, two injection wells one year and one injection well and the monitoring well the alternate year. Maximum daily emissions for Alternative 3 project operations would be the same as the Proposed Project. All estimated emissions Would be less than the applicable SCAQMD CEQA significance thresholds. Localized Operational Emissions The localized effects from the on-site portion of daily operational emissions for Alternative 3 would be the same as the Proposed Project. All estimated emissions would be less than the applicable SCAQMD CEQA significance thresholds. Alternative 4: Pipeline Design Alternative The following analysis evaluates regional construction emissions, localized construction emission, regional operational emissions and localized operation emissions generated from Alternative 4. Regional Construction Emissions The regional daily construction daily emissions for Alternative 4 would be the same as the Proposed Project, All estimated emissions would be less than the applicable SCAQMD CEQA significance thresholds. Localized Construction Emissions The localized construction emissions for Alternative 4 would be the same as the Proposed Project. All estimated emissions would be less than the applicable SCAQMD CEQA significance thresholds. Mid Basin Centennial Park �Jg6pnfj Project Final EIR 5-26 Section 5 Regional Operational Emissions The maximum daily emissions for Alternative 4 would be the same as for the Proposed Project. All estimated emissions would be less than the applicable SCAQMD CEQA significance thresholds. Localized Operational Emissions The localized effects from the on -site portion of daily operational emissions for Alternative 4 would be the carne as the Proposed Project. As shown in Table 5 all estimated emissions would be less than the applicable SCAQMD CEQA significance thresholds. Mitigation Measures No mitigation measures required. Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3. Less than significant adverse impact. Alternative 4: Less than significant adverse impact IMPACT AIll Would the project result in a cumulatively considerable net increase of any criteria pollutant for which the project region is nonattai,nment tinder an applicable national or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? Alternative i No Federal Action /No Project Under Alternative 1, the project would not be implemented. There would not be any significant emissions generated that would incrementally contribute to significant cumulative adverse air quality impacts in the South Coast Air Basin, Alternative 2: Proposed Project The region is a Federal and /or State nonattainment area for PM10, PM2.5, and 473. The Proposed Project would contribute particulates and the 03 precursors VQC and NQx to the area during short -term project construction and long -term operations. SCAQMD considers the thresholds for project- specific impacts and cumulative impacts to be the same. As described previously, the construction and operational regional emissions would be less than the SCAQMD CEQA significance thresholds and would be less than significant. Therefore, regional emissions would not be curn0atively considerable, and the impact would be less than significant. Mid Basin Centennial Park �j ed- rry'ti 6Project Final EIR 5 -27 Section 5 With respect to local impacts, cumulative particulate impacts are considered when projects could be within a few hundred yards of each other, No projects have been identified in the vicinity of the project site that would be Linder construction concurrently with the Proposed Project, Further, as shown in Tables 6 and 8, local PM10 and PM2,5 emissions from the Proposed Project would be less than the screening thresholds. Therefore, local construction emissions would not be cumulatively considerable, and the impact would be less than significant. Alternative 3: Reduced Intensity Project The analysis of cumulative emissions for Alternative 3 would be the same as the Proposed Project. Under Alternative 3 GLIMUlatiVO impacts Would be less than significant. Alternative 4: Pipeline Design Alternative The analysis of cumulative emissions for Alternative 4 would be the same as the Proposed Project. Under Alternative 4 Cumulative impacts would be less than significant. Mitigation Measure There is no mitigation measures required, Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT AIR-4: Would the project expose sensitive receptors to substantial pollutant concentrations? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would not be any emissions generated that would expose sensitive receptors to substantial pollutant concentrations. Alternative 2: Proposed Project Carbon Monoxide Hotspots A CO hotspot is an area of localized CO pollution that is caused by severe vehicle congestion on major roadways, typically near intersections. If a project increases average delay at signalized intersections operating at level of service (LOS) E or F or causes an intersection that would operate at LOS 0 or better Mid Basin Centennial Park Aen, 5-28 2 _ Project Final EIR Section 5 without the project to operate. at LOS E or F with the project, a quantitative screening is required. The Proposed Project would generate a negligible a[TIOUnt of traffic during construction and operation activities. During construction the primary traffic would be mobilization and demobilization of construction equipment which would only Occur a few times over a two year period. During the operation of the Proposed Project the traffic would be limited to occasional Inspection visits and worker commuting during well redevelopment. The amount of construction traffic and operation traffic would not increase congestion at major signalized intersections within the project area. There would be no irnpact and no exposure of sensitive receptors to elevated levels of local CO emissions. Criteria Pollutants from On-Site Construction As described previously, the construction and operational localized air quality impacts generated from the Proposed Project would be less than significant, Toxic Air Contaminants The greatest potential for toxic air contaminants emissions during construction or operations would be related to diesel PM emissions associated with construction equipment operations during earth-moving activities. Earth-moving activities associated with the Proposed Project would be limited to approximately two weeks at the Heritage site and shorter durations at the shared recreation/communication structure sites and along the pipeline alignments within Centennial Park and along Edinger Avenue, The assessment of cancer risk would be typically based on a 30- to 70-year exposure period. Because exposure to diesel exhaust Would be substantially less than the 30- to 70-year exposure period, the incremental cancer risk to exposed persons would be negligible, The Impact would be less than significant. Alternative 3: Reduced Intensity Alternative Carbon Monoxide Hotspots Similar to the Proposed Project, Alternative 3 would generate a negligible amount of construction and operation traffic. Therefore, Alternative 3 would not increase congestion at major signafized intersections in the area. There would be no exposure of sensitive receptors to elevated levels of local CO emissions. Criteria Pollutants from On-Site Construction Under Alternative 3, the construction and operational localized impacts Would be similar to the Proposed Project and would be less than significant. Mid Basin Centennial Park Project Final EiR 5-29 Section 5 Toxic Air Contaminants The toxic air contaminants emissions for Alternative 3 would be less than for the Proposed Project because one less injection well would be constructed and redeveloped under Alternative 3. Potential toxic air contaminant emission impacts under Alternative 3 would be less than significant. Alternative 4. Pipeline Design, Alternative Carbon Monoxide Holspots Similar to the Proposed Project, Alternative 4 would generate a negligible amount of construction and operation traffic. Therefore, Alternative 4 would not increase congestion at major signalized intersections in the area. There would be no exposure of sensitive receptors to elevated levels of local CO emissions, Criteria Pollutants from On-Site Construction Under Alternative 4, the construction and operational localized air quality impacts would be similar as the Proposed Project and would be less than significant. Toxic Air Contaminants The toxic air contaminants for Alternative 4 would be similar to the Proposed Project and would be less than significant. Mitigation Measure No mitigation measures required. Level of Impact Alternative 1. No adverse impact Alternative Z Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 41 Less than significant adverse impact Mid Basin Centennial Park Adfiffl Project Final EIR 5-30 Section 5 IMPACT AIR-5: Will the Project generate air emissions that will exceed Federal General Conformity Rule de minimis thresholds? The 1990 Amendments to Section 176 of the FCAA require the USEPA to promulgate rules to ensure that federal actions conform to the appropriate SIP. These rules, known as the Transportation Conformity Rule and the General Conformity Rule require any federal agency responsible for an action in a nonattainment or maintenance area to detern-rine whether that action conforms to the applicable SIP or whether the action is exempt from the conformity rule requirements. The General Conformity Rule wouNd apply if a federal action would be required and the project is in a federal nonattainment or maintenance area. The General Conformity Rule was updated by USEPA in March 2010. Actions would conform to a SIP and would be exempt from a conformity determination if an applicability analysis shows that the total direct and indirect emissions from a project's activities will be less than specified emission thresholds, known as "do minimis levels. If determined not exempt or not de minimis, the preparation of an air quality conformity analysis could be required to determine conformity. Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would not be any construction related or operational air quality impacts that could have the potential to exceed the de minimis threshold. The project area would still be classified as a State Non-Attainment Area for ozone, PM 10 and PM2,5 and a Federal Non-Attainment Area for ozone, PM1 0 and PM2,5. Alternative 2: Proposed Project Regional Construction Emissions General Conformity Analysis The results of the criteria pollutant calculations for the Proposed Project construction activities for each phase are shown in Table 10. These values are compared with the General Conformity de minimis annual thresholds. As shown in Table 10, all estimated emissions would be less than the applicable thresholds. It should be noted! that Table 10, conservatively shows all Proposed Project construction emissions in one year. However, project construction would occur over approximately two years and the annual emissions for a one-year period would be even less, Mid Basin Centennial Park Project Final EIR 5-31 At 2d� Section 5 Table 10: Proposed Project Regional Construction Emissions (TonsNear) Phrase Voc Nox co Pi PM2.5 Phase 1- Install pipeline 0.06 0.70 074 0.05 0.04 Build Shared Structures 10 10 100 100 100 Improve Heritage Site Phase 2- Well Drilling 0.03 0.30 0.24 0.01 0.01 Phase 3- Well Drilling and 0.09 0.42 0.31 0.02 0.02 Development. Phase 4- Well Development 0.03 0.42 0.31 0.02 0.02 and Development Phase 5- Well Development 0,03 0,42 0.31 0.02 0.02 Phase 6- Well 0.01 0.12 0.07 <0,005 <0.005 Drilling/Development Phase 7- Monitoring Well 0.03 0.32 0.26 0.01 0.01 Drilling, equip and skate park improvements Phase 8- Well Equip /Paving 0.02 0.06 0.07 0.02 <0.005 Total 0.24 2.76 2.31 0.18 0.12 General Conformity de 10 10 100 100 100 rninimis lin itslNEPA thresholds in tons per year Significant Impact? No No No No No See Appendix d for CeIEEMod Model outputs Regional Operational Emissions General Conformity Analysis The total annual criteria pollutant operational emissions for the Proposed Project are shown in Table 11 and are compared with the General Conformity de rrinimis annual thresholds. As shown in Table 11, annual emissions of all pollutants would be less than the applicable General Conformity thresholds. Table 111: Proposed Project Estimated Annual Operation Emissions (Tans /Year) Phase Voc NOx co PMtID PM2.5,; Well Redevelopment 0.04 0,40 0.18 0.01 0.01 General Conformity de minr'mis 10 10 100 100 100 limitsNEPA, thresholds in tons per year Significant impact? No No No No No Mid Basin Centennial Park '--j C n iProject Final EIR 5 -32 Section 5 General Conformity As shown in Table 12, the annual emissions the Proposed Project would generate would be less than the de minimis threshold for General Conformity, Therefore, additional analysis would not be required. Table 12: Proposed Project General Conformity Criteria Federal Status Nonattainment Threshold of Constructf Pollutant (Attainment, Rates Significance on Nonattainment, il,e., moderate, for Project Air Emissions Maintenance, or serious, Basin (TonsiYear Unclassified) severe, or (if applicable), extreme) (Tons/Year) Ozone (031 Nonattainment Extreme See Note 1 Oxides of Nitrogen See Note 2 10 2.76 (NOx) Volatile Organic Nonattamment Extreme 10 0.24 Compounds (VOC) Carbon Monoxide (CO) Maintenance Serious 100 2.31 Lead (Pb) Attainment N/A N/A N/A Particulate Matter less Nonattainment Moderate 100 012 than 2.5 microns in diameter (PM25) Particulate Matter less Maintenance Serious 100 0.18 than 10 microns in diameter (PM,(,) SUffUr Dioxide (S02) Attainment N/A N/A N/A WA - Nat A,,Poao, Nalel There are no thleShodSWO, he NoxaAd VOC (ROQJ Areshdo$ are NWe2 NOx .,d ROG (VOCE "o " r "I'l corlCanfa6nni btE Y10i NO ,,d Vic 3lrPtl",,i,Gi,.ip,C,,,j ..... Of C, and hreshdd1 a,. osklbli,hed far l h.W N�;o 3 Fu prp,ss d flh,, r9pW ROG J VOC ale d,,,flLal 5,mmo9 PCS P.uA 0 $ Envimnnienlai Projection 4U@,cy l013a U.$, Environmental Ponect*n Agewv 2013h. Alternative 3: Reduced Intensity Alternative Regional Construction Emissions General Conformity Analysis The results of the criteria pollutant calculations for Alternative 3 are shown in Table 13, All estimated emissions would be less than the applicable thresholds. Mid Basin Centennial Park �gdnf III Project Final EIR 5-33 4 Section 5 Table 13: Alternative 3 Regional Construction Emissions (Tori Phase Voc NOx co PM'10 PM2.5 Phase 1- Install pipeline 0.06 0.70 0.74 OM 0.04 Build Shared Structures improve Heritage Site Phase 2- Well Drilling CM 030 0.24 0.01 0,01 Phase 3- Well Drilling and 0.03 0A2 1 0,31 0.02 1 0.02 Development Phase 4- Well Development 003 0.42 031 0.02 0,02 and Development I Phase 6- Well 0.01 0.12 0.07 <0.005 <0,005 Drilling/Development Phase 7-Monitoring Well 0.01 0.12 0.07 <0.005 <0,005 Drilling, equip and skate park improvements Phase 8- Well Equip/Paving 0.03 0.32 026 0.01 0.01 Total 0,20 2,40 2,00 0.14 0.10 General Conformity da 10 10 100 100 '100 minimis limits/NEPA thresholds in tons per year I Significant Impact? No No No No No See Appendix B for CaIEEMod Model outputs. Regional Operational Emissions General Conformity Analysis The total annual criteria pollutant operational emissions for Alternative 3 would be less than those shown in Table 10 for the Proposed Project because there would be one less injection well to be redeveloped. Annual operational emissions of all pollutants would be less than the applicable General Conformity thresholds. General Conformity As shown in Table 14 the annual emissions the Proposed Project would generate would be less than the de minimis threshold for General Conformity- Therefore, additional analysis would not be required. Mid Basin Centennial Park roject Final EIR 5-34 1'93 6,114AP Section 5 Table 14. Alternative 3 General Conformity Criteria Federal Status Nonattainment Threshold of Construction Pollutant (Attainment, Rates Significance Emissions Nonattainment, ii.e., moderate, for Project (Tons/Year) Maintenance, or serious, Air Basin Unclassified) severe, or (if applicable) extreme) (TonslYear) Ozone (03) Nonattainment Extreme See Note I Oxides of Sep Note 2 10 2.40 Nitrogen (NOx) Volatile Organic Nonattainment Extreme 10 0.20 Compounds (VOC) Carbon Maintenance Serious 100 2.00 Monoxide (CO) Lead (Pb) Attainment N/A NIA NIA Particulate Nonattainment Moderate 100 0.10 Matter less than 2.5 microns in diameter (PM2 0 Particulate Maintenance Serious 100 014 Matter less than 10 microns in diameter (PM1D) Sulfur Dioxide Attainment N/A NIA NIA ' 'S Not0en WA= Not Applicable Note 1:71nure are nDthresholds for 0ti the NOx aiidVOC (ROG) thresholds aura appiicobic to Ca, conloandy Note 2: NOx and ROG (V(-)C) are mot criteria pnimants and concentrations irortat measured NOx and 'VOC are the principal pro UrsOrS (d 0, and thresholds are established for their emasion.5 Note 3: For purposes at this report, ROG and r/00 are Identical. Snuma, . FC3 2014; U.S. Poteuron Agency 2013a, U.S. (Environmental Protection Agency 2013b,_ Alternative 4: Pipeline Design Alternative Regional Construction Emissions General Conformity Analysis The regional construction emissions General Conformity analysis for Alternative 4 would be the same as the Proposed Project. Annual construction emissions of all pollutants would be less than the applicable General Conformity thresholds. W0 Centennial Park Mid Basin ial P f&nd6Project Final EIR 5-35 6**MI i ' _ Section 5 Regional Operational Emissions General Conformity Analysis The regional operational emissions General Conformity analysis for Alternative 4 would be the same as the Proposed Project. Annual construction emissions of all pollutants would be less than the applicable General Conformity thresholds. General Conformity Project emission would be the same as the Proposed Project, As shown in Table 12 the annual emissions Alternative 4 would generate would be less than the Cie minimis threshold for General Conformity. Therefore, additional analysis would not be required. Mitigation Measure No mitigation measures required. Level of Impact Alternative 1: No adverse impact Alternative Z Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4, Less than significant adverse impact IMPACT AIR-6: Would the project create objectionable odors affecting a substantial number of people? Odors can cause a variety of responses. The impact of an odor results from interacting factors such as frequency intensity, duration, offensiveness, location, and sensory perception, Odor is typically a warning system that prevents animals and humans from consuming spoiled food or toxic materials. Odor- related symptoms reported in a number of studies include nervousness, headache, sleeplessness, fatigue, dizziness, nausea, loss of appetite, stomach ache, sinus congestion, eye irritation,, nose irritation, runny nose, sore throat, cough, and asthma exacerbation. The SCAQMD's role is to protect the public's health from air pollution by overseeing and enforcing regulations, The SCAQMD's resolution activity for odor compliance is mandated under California Health & Safety Code Section 41700, and falls Linder SCAQMD Rule 402. This rule on Public Nuisance Regulation states; "A person shall not discharge from any source whatsoever such quantities of air contaminants or other material which cause injury, detriment, nuisance, or annoyance to any considerable number of persons or to the public, or which endanger the comfort, repose, health or safety of any such persons or the public, or which cause, or have a natural tendency to cause, injury or damage to Mid Basin Centennial Park J I rnWreject Final ElR 5-36 Section 5 business or property. The provisions of this rule shall not apply to odors emanating from agricultural operations necessary for the growing of crops or the raising of fowl or animals." The SCAQMD indicates that the number of overall complaints has declined over the last five years. Over the last four years, odor complaints make up 50 to 55 percent of the total nuisance complaints. Over the past decade, odors from paint and coating operations have decreased from 27 to 7 percent and odors from refuse collection stations have increased from 9 to 34 percent, The SCAQMD recommends that odor impacts be addressed in a qualitative manner. Such an analysis shall determine whether the project would result in excessive nuisance odors, as defined Linder the California Code of Regulations and Section 41700 of the California Health and Safety Code, and thus would constitute a public nuisance related to air quality Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would be no construction activities or well redevelopment activities that would emit diesel fuel and increase the potential for adverse odor impacts. Alternative 2: Proposed Project Land uses typically considered associated with the long term generation of odors include; wastewater treatment facilities, waste-disposal facilities, and agricultural operations. The Proposed Project would not involve any of these land use activities. Long term odor impacts would be less than significant. Project construction and operational well redevelopment equipment activities would generate odors. Potential construction odors would include diesel exhaust ernissions and paving operations. There could be situations where construction activity odors would be noticeable by persons using the park facilities or working or living nearby. The odors would be temporary and would dissipate rapidly from the source with an increase in distance. Therefore, the Proposed Project odor impacts would not be objectionable to a substantial number of people and would be less than significant. Alternative 3: Reduced Intensity Alternative There would be lesser emissions of odors with Alternative 3 because one less injection well would be constructed and redeveloped. Similar to the Proposed Project potential odor impacts Under Alternative 3 would riot be objectionable to a substantial number of people and would be less than significant Mid Basin Centennial Park 1�gdnfjll Project Final EIR 5-37 Q;� - '8 Section 5 Alternative 4: Pipeline Design Alternative The analysis of odors for Alternative 4 would be the same as the Proposed Project, Similar to the Proposed Project potential odor impacts Under Alternative 4 Would not be objectionable to a substantial number of people and would be less than significant Mitigation Measures No mitigation measures required. Level of Significance after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact Mid Basin Centennial Park J8na6Project Final EIR 5-38 Section 5 5.3 BIOLOGICAL RESOURCES The following analysis is based on a Biological Assessment prepared for the Mid Basin Centennial Park Injection Well Project by the Orange County Water District Natural Resources Department in July of 2015. The Biological Assessment is presented in its entirety in Appendix C. 5.3.1 Affected Environment The Proposed Project involves the construction of four injection wells at Centennial Park and a monitoring well at the Heritage Museum. As shown in Figure 14, Centennial Park and the Heritage Museum are located on USGS Newport Beach Quadrangle Township 5 South, Range 10 West, and Section 22. The latitude and longitude coordinates for Centennial Park are 33- 43-19 and 117- 54-41 and the latitude and longitude coordinates for the Heritage Museum are 33-43-16 and 117- 54-37. Centennial Park Centennial Park is an 87 acre Community park. The park site is bounded by the Santa Ana River to the west, Fairview Road and the Greenville Banning Flood Control Channel to the east, Edinger Avenue to the north and Godinez High School to the south, Centennial Park features a combination of active and passive recreational uses that are centered on a large man-made lake. A loop road extends along the perimeter of the park site providing access to various locations in the park including several parking areas. Additionally, included within the park boundaries is the Santa Ana College Centennial Education Center and Child Development Center which provides adult education classes, pre-school age classes, and day care facilities. Heritage Museum The Heritage Museum is a 12-acre cultural and natural history learning center, The Heritage Museum site is bounded by Godinez High School to the north and west, Mitchell Child Development Center to the east, and industrial buildings to the south- The Heritage Museum contains a historic plaza featuring several buildings from the 1890-s, extensive flora gardens, citrus groves, and an agriculture demonstration garden area. Q:) Mid Basin Centennial Park �gdnf 4bProject Final EIR 5 -39 Section 5 Figure 14: USGS Map Mid Basin Centennial Park I Jgdnf _ 41JProject Final EIR 5-40 Section 5 Existing Vegetation Communities and Land' Cover Centennial Park Centennial Park is an improved park site that contains a combination of grass lands, native vegetation, ornamental landscaping and large canopy trees. Below is a description of the vegetation communities that are present in the locations at Centennial Park where the Proposed Project improvements would occur. A complete listing of vegetation communities identified at Centennial Park is shown in Table 15. Injection, Well Site MBI-2: The injection well would be constructed below an existing paved parking area. The site is characterized with two vegetation components; trees and turf. The only tree species at this site is Western Sycamore (PlatanUs racemosa). These trees are relatively young at 5-10 years of age and are growing amongst Tall Fescue turf. No understory species are located at this site. The site did not contain suitable habitat to support special status plant or special wildlife species. Injection Well Site MBI-3: The injection well would be constructed below an existing paved parking area. The site is surrounded by a number several species of ornamental trees and non - native, ornamental understory. The trees nearest the project area are Jacaranda (Jacaranda mimosifaiia). Further out from the project site are a number of large Aleppo Pines (Pines hatepensis). There are also a small number of Carrotwood Trees (Cupaniopsis anacardioides), and Western Sycamore trees along an access road which is adjacent to the parking area site where the injection well would be built. The understory of the adjacent planter beneath the Jacarandas is represented by several species of ornamental grasses dominated by Mexican Feathergrass (Stipatenuissima), and Fountain Grass (Pennisetum setaceum). The site did not contain suitable habitat to support special status plant or special wildlife species. Injection Well Site MBI-4: The injection well would be constructed below an existing paved parking area. The site is surrounded by a number several species of ornamental trees and non-native, ornamental understory. The trees nearest the project area are Jacaranda (Jacaranda mirriosifolia). Further out from the project along the main access road are a number of large Aleppo Pines (Pines hatepensis). The understory of the adjacent planter beneath the Jacarandas is represented by several species of ornamental grasses dominated by Mexican Feathergrass (Stipa teouissime), and Fountain Grass (Penniseturn setaceurn). The site did not contain suitable habitat to support special status plant or special status wildlife species. Mid Basin Centennial Park 1 &dnf4yroject Final EIR 5-41 Section 5 Injection Well Site NISI -5: The injection Well Would be constructed below an existing paved parking area. The site is surrounded by several species of trees and turf grass bordered by an ornamental groundcover of Japanese Honeysuckle (Lonicerajaporfica). The trees nearest the project site are dominated by Eucalyptus with Jacaranda (Jacaranda mimosifolia) and Western Sycamore (Platanus racemosa) on the fringes. Besides turf there are no additional layers to the understory except for a few patches of Japanese Honeysuckle which is not high value habitat for wildlife. The site did not contain suitable habitat to Support special status plant or special wildlife species. Shared Recreation/Communication Structure 1: Shared Recreation/Communication Structure 1 would be constructed on an improved asphalt area that is adjacent to an existing soccer field complex. There is minimal vegetation at this project site. The site is dominated by turf grass with two young sycamores that provide minimal wildlife value. The two Western Sycamores (Platanus racernosa) are less than 5 years of age and would be removed during the construction stage of this site. There is a large patch of Acacia (Acacia redole17S) located on the north and west side of this site but there should be minimal impact to this vegetation during the project. The site did not contain Suitable habitat to support special status plant or special wildlife species. Shared Recreation/Communication Structure 2: Shared Structure 2 would be constructed within the footprint of an existing rest room structure. There is very little vegetative diversity at this site and is composed of only two vegetation communities, turf and Eucalyptus. The Eucalyptus trees are specimen trees which surround the existing structure on three sides. The Eucalyptus trees would not be impacted during the construction operations for the Proposed Project, The site did not contain suitable habitat to support special status plant or special wildlife species. Table IS: Centennial Park Plant Vegetation Communities specie s Common name Native/Non -Native Acacia Redoiens Prostrate Acacia Non-Native Jacaranda mimosifolia Ratanus racernosa Jacaranda western S cannon Non-Native Native Eucalyptus cornaldulensps Red GUrn Eucal yptus Non-Native LqnicerqjOpqnica Japanese Honeysuckle Non-Native Pennisetuni setaccurr; Sti a tenuissima Fountain Grass Mexiean Feather Grass Non-Native Nan - Native Mid Basin Centennial Park�tq&nf tiProject Final EIR 5-42 Section 5 -Pinus ha—lepe nsis AI:N pa Pine —N �r" 1'1�e Cupanfapsis anacardroides Carrotwood ENon_ N aEye Heritage Museum The Heritage Museum contains two riparian areas that are separated by a small rolling hill that has been restored with native upland habitat. Both types of habitat areas are interpretive in form and do not function in a manner consistent with natural habitat settings. The vegetation communities at Heritage Museum are shown in Figure 15 and a listing of vegetation communities is presented in Table 16. The monitoring well construction work site is highly disturbed and covered with wood chips. Along the northern end of the site are a few immature ornamental trees, The site did not contain suitable habitat to support special status plant or special wildlife species. North east of the monitoring well site are two existing riparian patches that are separated by a rolling hill that has been restored with native vegetation. On the rolling hill there is a scattering native vegetation that includes; California sagebrush (Artemisia californica), California bush sunflower (Encefia calitomica), Black Sage (Salvia roelifera), White Sage (Salvia apiana) and California buckwheat (erigoonum fasciculatum). The site did not contain adequate amounts of suitable habitat to support special status plant or special wildlife species. Both, riparian patches at the Heritage Museum are dominated by Black Willow (Salix gooddingii), and Mulefat (Baccharis salicifolia). There are small patches of both Bulrush (Scirpus californicus), and Cattails (Typha latifolia) at the deepest, wettest part of both patchs of riparian vegetation. A few species of non-native trees are present including Brazilian Pepper (Schinus terobinthifolius), and Eucalyptus. Mid Basin Centennial Park &&n 4 14 1 Project Final EIR 5-43 Section 5 Figure 15. Heritage Museum Vegetation Map mw Mid Basin Centennial Park �96-,,Ue roject Final EIR 5-44 Section 5 Table 16 Heritage Museum Plant List species Baccharis saficifinha Common name Mulefat Nativelhion-NatIve Native Black Mustard Non-Native Bromus madritensis Red Brorne Non-Native Centaurea rnelitens)s Tocalote Non-Native Chrysanthemum coronarium Garland Chrysanthemum Non-Native El' mus condensatus Giant Wild Rye Native Hofioh2eiurn curassavicam Chinese Purslane Native Muhlenbergia Y gens Deer Grass Native Platanus raGernasa Western Syuarnore_ Native Safi)( gcoddin2ij Black ffHow Native Salix lasiole)2is Salvia a Tana Arroyo Willow White Sage Native Native Schinus terebinthifolius Brazilian Pepper Non-Native S62as californicus California Bulrush Native Typha, latitofia Arterni,50 cafifortfiGa Common Cattail California sagebrush Native Native Encefia calffornica Salvia melifera California bush sunflower Black Sage Native Native Salvia apiana White Sage Native Eri onnum fasciculatum California buckwheat Native Federal/State Special Status Plant Species To determine the potential for Federal and State Listed special status plant species to occur at Centennial Park and the Heritage Museum a review of the U.S. Department of Interior Information Manning and Conservation System Database and the California Department of Fish and Wildlife California Natural Diversity Data Base was conducted. A listing of Federal and State Listed special status plant species that have potential to occur within the project area is shown in Table 17. The determination on the potential for the species to occur within the project area of impact on project sites was based on the criteria shown below. Present: The species is commonly observed or observed within the project site within the last year. Mid Basin Centennial Park i J e nf eroject Final EIR 5-45 d- 4 Section 5 High: The project site supports suitable habitat and the species has been observed within last 2 years and within 2 miles of the project site Moderate: The project site supports suitable habitat and the species has not been observed within last 5 years and not within 5 miles of the project site. Low: The project site lacks suitable habitat for the species or if the project site has suitable habitat and the species has not been observed for over 5 years and/or observed more than 5 miles from the project site. Based on existing habitat conditions there are no Federal or State Listed special status plant species that have a moderate or higher potential! to occur at Centennial Park or at Heritage Museum, Table 17: List of Federal/State Special Status, Plant Species Mid Basin Centennial Park 2 If'&n U Project Final FIR 5-46 Federal State CINIPS General Potential occurrence Habitat Abronia villosa aurita NL. NL 1B,1 Coastal Salt Low: Lack of suitable habitat (Chaparral Sand Verbena) Marsh Aphanisma blitoides NL NIL 1 B.2 Coastal Bluff Low: Lack of suitable habitat (Aphanisma) Scrub Astragalus E E 1 B,1 Coastal Bluff Low: Lack of suitable habitat pyanostachytis vat, (Ventura Marsh Mllk- Scrub Vetch A triplex coultert NIL NL 112 Coastal Bluff Low: Lack of suitable habitat (Coulter's Saltbush) Scrub Atriplax pacifica NIL NL 1B.2 Coastal Bluff Low: Lack of suitable habitat (South Coast Saltscale) Scrub Atriplex serenana var. NL NL 1 B.2 Coastal Bluff Low Lack of suitable habitat davrdsanN Scrub Gentromadia parryi ssp, NL NL 18A Marshes, Low: Lack of suitable habitat Australis (Southern Tarplant) Swamps, Vernal Pools CordYlanthus rparitmus E E 18.2 Coastal Salt Low: Lack of suitable habitat ssp, Maritmus (Salt Marsh Birds Beak) Marsh Dudleya multicaulis NL NL 15.1 Coastal Bluff Low: Lack Of suitable habitat (Many - Stemmed Dudl2�--.— Sc r u b Eryng umaristulatum L E E .. 1BA Vernal Pool Low: Lack of suitable habitat Mid Basin Centennial Park 2 If'&n U Project Final FIR 5-46 Section 5 var. parishh Complex (San Diego Button- celea�-- Heflanthus nuttallfi sad. NIL NL 1A Marshes, Low Lack of suitable habitat Parishii Swamps, (Los Angeles Sunflower Isociarria menzi , esi , i , var. NL NL 1B.2 Coastal Bluff Low: Lack of suitable habitat decumbens Scrub (Decumbent Goldenbush) Lasthertia giabrata ssp. NIL NL I B.1 Coastal Salt Low: Lack of suitable habitat coulteirl Marsh (Coulter's Goldfield) Nasturtium gambeth E T I B.1 Marshes and Low: Lack of suitable habitat (Gambel's Water Cress)_ Swamps Navarretra prostrate NL NIL 1B. 't Coastal Bluff Low: Lack of suitable habitat (Prostrate Vernal Pool Scrub, Vernal Navarratia) Pool Complex Nemacaulis denudate NL NL 1B.2 Coastal Dunes Low: Lack of suitable habitat var. denudate (Coast Wooly-Fleads) Suaada esteroa NL NL 1B.2 Marshes and Low: Lack of suitable, habitat (Estuary Seablite) Swamps Syrnpriyotrichum NL NL 1B.2 Freshwater Low! Lack Of suitable habitat defolfalum Wetlands (San Bernardino Aster) C FS P Sew I A P I a int , in r 1, dL11 ed a. r, n,t , n C a I Inrnln t" Endoroered 1B,Plant4rare hirEaemd orendanpi in usirnrna and e5q�Nrle T ThrealOnwd 2 Fraplis r3ts lnremeimd on emdanderdd C')rn'na i"A is ra cr.... ... wi 0jeWierE '�Sc- si qalat si)&Cess of conneoi 3 Ram JbWt Whi6.M 10, nsed M,,,e G M,11160011 00F L 1tVq 4-Pima & Mimed disinbUiriri NL-N01 Listed QNP5 TheqAt RAA StVd. Usti,tsi (12iflifultiia %Q0aUpqrd Species Act. GQFQ 9 Ser*usly ErUargerea 2 Fa't' R'd.n"md FP -Fully Prdfeded N01 vary E'danDmed T -L:" a ' 5N L'Z -r�.tl FederallState Listed Special Status Wildlife Species To determine the potential for Federal and State Listed special status wildlife species to occur within Centennial Park and the Heritage Museum a review of the U.S. Department of Interior Information Planning and Conservation System Database and the California Department of Fish and Wildlife California Natural Diversity Data Base was conducted. A listing of Federal and State Listed special status wildlife species with the potential to occur within the project area is shown in Table 18. The determination on the potential for the species to occur within the area of impact on the project sites was based on the following criteria. Mid Basin Centennial Park I-,e dnf46Project Final EIR 5-47 Section 5 Present: The species is commonly observed or observed within the project site within the last year. High: The project site supports suitable habitat and the species has been observed within last 2 years and within 2 miles of the project site. Moderate: The project site supports suitable habitat and the species has not been observed within last 5 years and not within 5 miles of the project site. Law: The project site lacks suitable habitat for the species or if the project site has suitable habitat and the species has not been observed for over 5 years arliftr observed more than 5 miles from the project site. Based on existing habitat conditions there are no Federal or State Listed special status wildlife species that have a moderate or higher potential to occur at Centennial Park or at Heritage Museum. Table 18: List of Federal Special Status Wildlife Species Species Fed State CNPS Habitat Potentjai Occurrence AsptdosceYs hypotythra NL SSC NIL Low level coastal li Lack of suitable (Orangethrcat Wli sage scrub, habitat chaparral, grassland Athene cuniculada NIL SSC NIL Annual Grasslands Low: Lack Of Suitable (Burrowing (awl) habitat Branchinecta E NIL Vernal Pools Low: Lack Of Suitable,, sandiegonnsis habitat (San Diego Fairy Shrimp) Charadrius nivosus T NIL NIL Sandy Beaches Low: Lack of suitable (Western Snowy Plover) habitat Coccyzus arneficanus T E NIL Riparian Woodlands Low: Lack of suitable occidentahs habitat (Western Yellow-Billed Cuckoo) Empidonax traffli E E NIL Riparian Woodlands Low Lack of suitable extimus habitat (Southwestern Willow Flycatcher) Eumops perofis NIL SSC NIL Cracks in Man Made Low: Lack of suitable (Western Mastiff Bat) Structures habitat Lateraflus jarnaicensis NL T NL Washes and Sandy Low: Lack of SUitable XtUrnicuius Areas habitat (California Black Rail) Mid Basin Centennial Park ),�i8q&nor _ 46Project Final FIR 5-48 Section 5 Nyctinom()PS fnaWONS NL SSC NIL Rock Outcrops Low: Lack Of suitable (Big Free-Tailed Bat) I habitat Pprognathus E NIL NIL Coastal Plains Low: Lack Of Suitable Ongtrnefi)bras pactficus habitat (Pacific Pocket mouse) Phrynosoma blainvilhi NL SSC NL Washes and Sandy Low: Lack Of suitable (Coast Horned Lizard) Areas habitat Pohoptila calitornica T SSC NL Coastal sage scrub Low: Lack Of Suitable cafifornica habitat Coastal California gnatcatcher Raflus longirostris E E NL Salt Marshes Low: Lack of suitable levipes habitat (Light Facted Clapper Rail) Riparia riparia NIL T NIL Riparian Low Lands Low Lack of suitable (Bank Swallow) habitat Sorex ornalus NIL SSC NI_ Coastal Salt Marshes Low: Lack of suitable salicornicus habitat (Southern California Saftmarsh Shrew) Sternuia antfilarum E E NL Sandy Beaches Low: Lack of suitable browni habitat (California Least Tern) Taxidea taxis NL SSC NL Forest Lands Low: Lack of suitable (American Badger) habitat Vireo befli pusdifus E E NL Riparian Vegetation Low: Marginally suitable (Least Bell's Vireo) habitat NL-Not U&Iefl E -Endangered TaThreatened SS(.-species special calt'efn 1 B I= Swiaus[y Endirgered I B 2= rnirly Endarigerqd Wildlife Summary Centennial Park There was no wildlife species determined to be at risk at the project work sites. The trees adjacent to the sites have potential for foraging bird species throughout the year and nesting during the bird breeding season. Centennial Lake is a man-made lake, Historically, the lake has been planted with fish from California Department of Fish and Wildlife, mostly trout during the winter months. However, because of poor water circulation and water quality there has been no recent fish plants. At this time it is unknown if additional fish plants would occur, 5-49 Mid Basin Centennial Park inje nfgbProject Final EIR Section 5 Heritage Museum There was no wildlife species determined to be at risk at the project site. The riparian patches at the Heritage Museum site does have the potential for foraging bird species throughout the year and nesting during the bird breeding season. Although there is Suitable habitat for Least Bell's Vireo, it is unlikely the species would Occur do to the small size of the habitat, its isolation and lack of connectivity to neighboring parcels of habitat, As indicated in Table 18 there would be low potential for special status wildlife species to occur within the area of impact. Federal and State Jurisdictional Aquatic Resources Waters of the United States A water body is considered Waters of the U.S. if it is: (1) traditional navigable water (TNW); (2) wetlands adjacent to a TNW; (3) non-navigable tributaries of TNW that have perennial or seasonal flow of water; and (4) wetlands that are adjacent to non-navigable tributaries of TNW that have perennial or seasonal flow of water. There are three water bodies within the vicinity of the project area; the Santa Ana River, Greenville Banning Flood Control Channel and Centennial Lake. The Santa Ana River is a perennial water body that drains into the Pacific Ocean. The Pacific Ocean is navigable water and therefore the Santa Ana River is classified as a tributary to a navigable water and Waters of the Ul.S, The Federal jurisdiction along the Santa Ana River extends to the ordinary high water mark. The segment of the Santa Ana River within the project area is concrete lined and void of any vegetation, The Greenville-Banning Flood Control Channel is located along the frontage of Centennial Park and the Heritage Museum and is approximately 12 feet in width with a soft bottom and soft side slopes. The channel drains into the Santa Ana River and ultimately into the Pacific Ocean, The Pacific Ocean is navigable water, the Santa Ana River is classified as a tributary to a navigable water and therefore the Greenville-Banning Flood Control Channel is also classified as a tributary to a the Waters of the U.S, Centennial lake is manmade lake with an impermeable bottom and is not classified as Waters of the U.S, Waters of the State of California According to the State Water Code, Waters of the State are defined as any surface water, groundwater or wetlands within the boundary of the state. Based 1k, I Z") Mid Basin Centennial Park le&n Project Final EIR 5-50 Section 5 on the Santa Ana River and the Greenville Banning Flood Control Channel are classified as Waters of the State. Centennial lake is manmade lake with an impermeable bottom and is not classified as Waters of the State. Wetland Waters of the United States and State California Wetland Waters are a subset of jurisdictional Waters of the U.S. and the State. Generally, wetlands are lands where saturation with water is the dominant factor determining the nature of soil development and the types of plant and animal communitiies living in the soil and on its surface. Presently, there is no single definition of wetlands recognized by the state and the federal government. However, the state and federal definitions do share common terms and concepts. For purposes of this classification, wetlands must have one or more of the following three attributes: (1 ) at least periodically the land supports hydrophytes; (2) the substrate is predominantly undrained hydric soil; and (3) the Substrate is non -soil and is saturated with water or covered by shallow water at some time during the growing season of each year. 5.3.2 Regulatory Framework The following federal and state regulatory programs are applicable to the Mid Basin Centennial Park Injection Well Project. Federal Regulations Federal Endangered Species Act The Federal Endangered Species Act (FESA) designates threatened and endangered animals and plants and provides measures for their protection and recovery. The Take of listed animal and plant species in areas under the federal jurisdiction is prohibited without obtaining a federal permit. A Take is defined as to harass, harm, pursue, hunt, shot, wound, kill, trap, capture or collect or attempt to engage in any such conduct. Harm includes any act which kills or injures fish or wildlife, including significant habitat modification or degradation that significantly impairs essential behavioral patterns of fish or wildlife. Activities that damage the habitat of listed species require approval from U.S. Fish and Wildlife, Service (USFWS) for terrestrial species or from National Marine Fisheries Service (NMFS) for marine species. FESA also requires determination of critical habitat for listed species and impacts to the critical habitat is prohibited. ESA contains two pathways for obtaining permission to take listed species, Under Section 7 of FESA, a federal agency that authorizes, funds or carries out a project that may affect a listed species or its critical habitat Most consult with USFWS or NMIFS, to ensure that their actions do not jeopardize the continued Mid Basin Centennial Park �tenl '.0 _ Cy( roject Final EIR 5-51 Section 5 existence of endangered or threatened species or result in the destruction or modification of the critical habitat of these species. A Biological Opinion (60) would be prepared by USFWS and NMFS to determine if the activity would jeopardize the continued existence of the listed species. If the BO determines that the activity Would not threaten the existence of the listed species and a no jeopardy opinion is provided, then the project may proceed. If the BO finds that the project would result in jeopardy to the listed species (jeopardy opinion!), then reasonable and prudent measures would need to be incorporated into the project to reduce potential effects to a level that would not be likely to jeopardize the continued existence of the species. Under Section 10 of FESA private parties with no federal nexus may obtain an Incidental Take Permit to harm listed wildlife species incidental to the lawful operation of a; project, To obtain an Incidental Take Permit, the applicant must develop a habitat managernent plan that specifies impacts to listed species, provides conservation measures and alternatives to minimize impacts, If USFWS finds that the habitat conservation measures would not appreciably reduce the likelihood of the survival and recovery of the species, USFWS would issue an incidental take permit. Migratory Bird Treaty Act The Migratory Bird Treaty Act implements international treaties between the United States and other nations that protect migratory birds, including their nests and eggs, from killing, hunting, pursuing, capturing, selling and shipping unless expressly authorized or permitted. State Regulations California Environmental Quality Act The California Environmental Quality Act (CEQA) was enacted in 1970 to provide for full disclosure of environmental impacts before issuance of a permit by a state or local public agency. In addition to state and federally listed species, sensitive plants and animals receive consideration under CEQA. Sensitive species include wildlife Species of Special Concern listed by California Department of Fish and Wildlife (CDFW) and plant species on the California Native Plant Society list 1A, 1B or 2. California Endangered Species Act The California Endangered Species Act (CESA) provides protection and prohibits the take of plant, fish and wildlife species listed by the State of California. Unlike FESA, state-listed plants have the same degree of protection as wildlife, A Take is defined similarly to FESA and it is prohibited for both listed and candidate Mid Basin Centennial Park �9624i Project Final EIR 5-52 Section 5 species. A Take authorization may be obtained from the California Department of Fish and Wildlife (CDFW) under Section 2091 and 2081 of CESA. Section 2091 of CESA, similar to Section 7 of FESA provides for consultation between a state lead agency under the California Environmental Quality Act and CDFW, with issuance of take authorization if the project does not jeopardize the listed species. Section 2081 of CESA allows take of a listed species for educational, scientific or management purposes. California Fish and Game Code Section 1600 The State of California defines Waters of the State as any surface water or groundwater, including saline waters within the boundaries of the State. In accordance with Section 1600 of the Fish and Game Code, CDFW must be notified prior to beginning any activity that would obstruct or divert the natural flow of, use material from or deposit or dispose of material into a river, stream, or lake, whether permanent, intermittent or ephemeral water bodies. The notification occurs through the issuance of a Streambed Alteration Agreement- CDFW has 60 days to review the proposed actions and propose measures to protect affected fish and wildlife resources. The final proposal that is mutually agreed upon by CDFW and the Applicant is the Streambed Alteration Agreement. California Fish and Game Code Fully Protected Species The legislature of the State of California designated species as fully protected prior to the creation of the California Endangered Species Act. Lists of fully protected species were initially developed to provide protection to those animals that were rare or faced possible extinction and included fish, mammals, amphibians, reptiles and birds. Most fully protected species have since been listed as threatened or endangered under California Endangered Species Act and/or the Federal Endangered Species Act. These species may not be taken or possessed at any time, with the only exception being permits issued for limited scientific study, California Fish and Game Code Sections 3503, 3513, 3800, 3801 These California Fish and Game Code Sections protect all birds, birds of prey and all non-game birds, as well as their eggs and nests, for species that are not already listed as fully protected and that occur naturally within the State. Specifically, it is unlawful to take any raptors or their nests and eggs. 5.3.3 Thresholds of Significance 1. Would the project have a substantial adverse impact, either directly or through habitat modifications, on any species identified as a candidate, sensitive or special status species in local or regional plans, policies or 1, 1 Q..,Oo Mid Basin Centennial Park '-jg [ 6pnf 11 Project Final EIR 5-53 d4 Section 5 regulations or by the California Department of Fish and Game or U.S. Fish and Wildlife Services? 2. Would the project have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local regional plans, policies and regulations or by the California Department of Fish and Game or US Fish and Wildlife Service? 3. Would the project have a substantially adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act through direct removal, filling hydrological interruption, or other means? 4. Would the project interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? 5.. Would the project conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? 6. Would the project be in conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? 5.3.4 Environmental Consequences IMPACT BtCI-1: Would the project have a substantial adverse impact, either directly or through habitat modifications, on any species identified as a candidate, sensitive or special status species in local or regional plans, policies or regulations or by the California Department of Fish and Game or U.S. Fish and wildl',ife Services? Alternative 1: No Federal Action /No Project As shown on Table 17 and Table 18 there would be low potential for special status plant and special status wildlife species to occur at Centennial Park or at the Heritage Museum. Under Alternative 1, the project would not be implemented. The project area would continue to have low potential for special status plant and wildlife species to be present. Alternative : Proposed Project As shown on Table 17 and Table 18 there would be low potential for special status plant and special status wildlife species to occur at Centennial Park or at the Heritage Museum site. Additionally, field surveys conducted by OCWD did not identify the presence of or indications of any special status plant species or special status wildlife species at either site. At both sites there were not t Mid Basin Centennial Park �1 '&dn I g1gDroject Final EIR 5 -54 Section 5 adequate amounts Of Suitable habitat to support special status plant or special status wildlife species. Therefore, the implementation of the Proposed Project would not result in any adverse short-term construction related impacts or adverse long term operational impacts to any special status plant or special status wildlife species, Centennial Lake is a man-made lake that does not contain suitable habitat to Support native fish. Centennial lake has historically been planted with non-native fish. The water that would be backwashed from the injection wells would be drinking water quality water and would be a relatively small amount compared to overall amount of water in the lake. The periodic back flushing of the well water would improve circulation at the lake help which would help to increase dissolved oxygen levels and improve water quality for aquatic life. Alternative 3: Reduced Intensity Alternative As shown on Table 1' 7 and Table 18 there would be low potential for special status plant and special status wildlife species to occur at Centennial Park or at the Heritage Museum. The implementation of Alternative 3 Would not result in any adverse impacts to any special status plant or special status wildlife species. Alternative 4: Pipeline Design Alternative As shown on Table 17 and Table 18 there would be low potential for special status plant and special status wildlife species to occur at Centennial Park or at the Heritage Museum, The implementation of Alternative 4 would not result in any adverse impacts to any special status plant or special status wildlife species. Mitigation Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4: No adverse impact IMPACT B10.2: Would the project have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in Il regional plans, policies and regulations or by the California Department of Fish and Game or US Fish and Wildlife Service? Mid Basin Centennial Park � lednfgeroject Final EIR 5-55 Section 5 Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would not be any construction activity occurring that could have the potential to adversely impact sensitive vegetation communities at Centennial Park or at the Heritage Museum. Alternative 2: Proposed Project Centennial Park Under the Proposed Project, the project components would primarily be constructed below existing paved parking areas and roads or within the footprint of existing structures. The locations where the proposed construction activities would occur do not contain any sensitive natural communities. The implementation of the Proposed Project would not result in adverse impacts to any sensitive natural communities. Heritage Museum As shown in Figure 6, the construction activities for the monitoring well would occur on an existing dirt parking area. The construction of the monitoring weal would not adversely impact any sensitive vegetation communities. Alternative 3: Reduced Intensity Alternative Centennial Park Under Alternative 3, the locations where the proposed construction activities would occur do not contain any sensitive natural communities. Potential impacts to sensitive vegetation communities would be at the same level as the Proposed Project and would be less than significant, Heritage Museum Under Alternative 3, the locations where the proposed construction activities would occur do not contain any sensitive natural communities. Potential impacts to sensitive vegetation communities would be at the same level as the Proposed Project and would be less than significant. Alternative 4: Pipeline Design Alternative Centennial Park Under Alternative 4, the locations where the proposed construction activities would: occur do not contain any sensitive natural communities. Potential impacts to sensitive vegetation communities would be at the same level as the Proposed Project and would be less than significant, Mid Basin Centennial Park i 2 'g&nfgLfroject Final EIR 5-56 - Section 5 Heritage Museum Under Alternative 4, the locations where the proposed construction activities would Occur do not contain any sensitive natural communities. Potential impacts to sensitive vegetation communities would be at the same level as the Proposed Project and would be less than significant. Mitigation Measure No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4: No adverse impact IMPACT BIO-3: Would the project have a substantially adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act through direct removal, filling hydrological interruption, or other means? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. Within the project area, the Santa Ana River and the Greenville Banning Flood Control Channel would continue to be classified as Waters of the U.S. and Stater Alternative 2: Proposed Project A wetland assessment was conducted on the project site in accordance with the Regional Supplement to the U.S. Army Corps of Engineers Wetland Delineation Manual Arid Region West. Based on the U.S. Army Corps of Engineers Wetland Delineation Manual, a three parameter approach was used to identify wetland Waters of the U.S. These three parameters include; (1) the presence of wetland vegetation, (2) the presence of wetland hydrology and (3) the presence of hydric soils. The Proposed Project involves three primary construction activities, Placement of the Water Supply Pipeline across the Santa Ana River Edinger Avenue Bridge, Construction of the water supply and back flush pipelines, construction of 4 injection wells and construction of 2 shared structures at Centennial Park. A summary of the wetland parameters at the locations where the construction activities would occur is shown in Table 19, Mid Basin Centennial Park I reject Final EIR 5-57 WNU Section 5 Table 19: Summary of Wetliand Parameters Activity Presence of wetland vegetation Presence of wetland hydrology Presence of hydric soils. Weiland Determination Santa Ana Rivet, No No No Not Present Edinger Avenue Crossing —Bridge Construction of the No No No Not Present water supplylback Flush pipelines, injection wells and shared structures Heritage MIJSeLJM No Na No N'ot Present Monitoring well I Santa Ana River Edinger Avenue Bridge Crossing The proposed water suipply pipeline would be extended across the nose piers of the Santa Ana River Edinger Avenue Bridge. This segment of the Santa Ana River is concreted lined and void of vegetation. The placement of the pipeline would be above the ordinary high water mark and would not involve any construction activities that would impact Waters of the U.S./State or Welland Waters of the U,SJState- Construction of the Water Supply /Back flush Pipelines, Injection Wells and Shared Structures The proposed injection well sites, water supply pipeline alignment and shared communication structures would be constructed on existing paved parking areas and roads or within the footprint of existing structures. No Waters of the U.S./State or Wetland Waters of the U.S./State are located in the areas where these components of the Proposed Project would be constructed. The Proposed Project includes the construction of back flush pipelines that would discharge well water into Centennial Lake and the Greenvillle Banning Flood Control Channel. The back flush pipeline to Centennial Lake would tie into an existing wet well that was formerly used to irrigate the landscape at Centennial Park. The construction of the back flush pipeline to Centennial Lake would not impact Welland Waters of the U.S./State or Waters of the U.S.YState. The bark flush pipeline to the Greenville Banning Flood Control Channel would discharge into an existing gutter catch basin and then drain into the Greenville Banning Flood Control Channel, The construction of the back flush pipeline to Greenville Banning Flood Control Channel would not impact Weiland Waters of the U.S,/State and Waters of the U.S. / State, I 04'�J Mid Basin Centennial Park �t'q& n,16Project Final EIR 5-58 Section 5 Heritage Museurn Monitoring Well The area of construction impact would occur on a disturbed upland area that is presently used as a parking area. There are no Waters of the U.S./State or Wetland Waters of the U.S,/State located in the area where the monitoring well Would be constructed. Alternative 3: Reduced Intensity Alternative Under Alternative 3, potential impacts to Waters of the U.S. and State would be at the same level as the Proposed Project, No temporary or permanent impacts to Waters of the U.S./State or to Wetland Waters of the U.S./State would occur. Alternative 4: Pipeline Design Alternative Under Alternative 4, potential impacts to Waters of the U.S. and State will be at the same level as the Proposed Project. No temporary or permanent impacts to Waters of the U.S./State or to Wetland Waters of the U.S./State would occur. Mitigation Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4: No adverse impact IMPACT BIO-4., Would the project interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would not be any construction activity occurring that could have the potential to disrupt the breeding patterns of nesting birds. Alternative 2: Proposed Project Both Centennial Park and the Heritage Museum contain several trees that provide nesting opportunities for migratory birds. The proposed construction activities at Centennial Park and at the Heritage Museum would not remove any trees that could contain active nests. Therefore, potential direct impact to nesting birds would be avoided, The Proposed Project would involve the operation of Mid Basin Centennial Park 2,96, 2 96 Project Final EIR 5-59 Section 5 heavy equipment at Centennial Park and at the Heritage Museum, There is the potential that the operation of the heavy equipment could disrupt the breeding patterns of migratory birds if they are nesting in nearby trees. To minimize noise impacts to nesting birds, a 24-foot high noise wall would be provided around each injection well site and construction equipped would be fitted with noise reduction features, such as mufflers and engine shrouds to reduce potential noise impacts to nesting birds. With the implernentation of Mitigation Measures BIO-1 and B10-2 potential significant adverse impacts to migratory birds would be reduced to a less than significant level. Alternative 3: Reduced intensity Alternative Under Alternative 3, one less injection well would be constructed. There would be less construction activity and less potential for migratory birds to be adversely impacted by construction noise. Even though there might be less potential for disruption to nesting birds, construction activities under Alternative 3 would still have the potential to result in significant adverse impacts to the breeding patterns of migratory birds. With the implementation of Mitigation Measures BIO-1 and 1310-2 potential significant adverse impacts to migratory birds would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, portions of the pipeline alignment would extend through open space. The open space area where the pipeline alignment would occur has Jess trees and nesting opportunities for migratory birds to be adversely irripacted by construction noise impacts. Even though there might be less potential for disruption to nesting birds, the construction activities under Alternative 4 would still have the potential to result in significant adverse impacts to the breeding patterns of migratory birds. With the implementation of Mitigation Measures BIO- 1 and BIO-2 potential to significant adverse impacts to migratory birds would be reduced to a less than significant level, Mitigation Measures BIO-1: At each well site a 24 foot noise wall will be provided around the work area to minimize noise impacts, BIO-2: All heavy equipment will be equipped with noise reduction features, such as mufflers and engine shrouds. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact with Mitigation Measure B10-1 and BID-2. Mid Basin Centennial Park AC&Ai Project Final EIR 5-60 Section 5 Alternative 3: Less than significant adverse impact with Mitigation Measure 810-1 and B10-2. Alternative 4: Less than significant adverse impact with Mitigation Measure 610-1 and B10-2, IMPACT BIO-5: Would the project conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented, There would not be any construction activity occurring within Centennial Park or at the Heritage Museum that could have the potential to conflict with City of Santa Ana policies that provide for the protection of biological resources, Alternative 2: Proposed Project The City of Santa Ana General Plan provides polices for the conservation of special status species. Biological studies conducted on the project site did not identify the presence of special status species or suitable habitat to support to special status species. Therefore, the implementation the Proposed Project would not be in conflict with City of Santa Ana policies that provide for the protection of biological resources. Alternative 3: Reduced Intensity Alternative Under Alternative 3, the potential for conflicts with City of Santa Ana policies that provide for the protection of biological resources would be at the same level as the Proposed Project. No adverse impacts would occur. Alternative 4: Pipeline Design Alternative Under Alternative 4, the potential for conflicts with City of Santa Ana policies that provide for the protection of biological resources would be at the same level as the Proposed Project. No adverse impacts would Occur. Mitigation Measure No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3. No adverse impact Alternative 4: No adverse impact Mid Basin Centennial Park �j6tnf 1Project Final EIR 5-61 - 6 Section 5 IMPACT BIO-6: Will the project be in conflict with the provisions of an adopted Habitat Conservation Plarr, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? Alternative 1: No Federal Action/No Project The project site is not included in any Habitat Conservation Plan or Natural Community Conservation Plan. Alternative 2: Proposed Project The project site is not included in any Habitat Conservation Plan or Natural Community Conservation Plan. Therefore, implementation of the Proposed Project would not result in any conflicts with any provisions provided in a Habitat Conservation Plan or Natural Community Conservation Plan. Alternative 3: Reduced Intensity Alternative The project site is not included in any Habitat Conservation Plan or Natural Community Conservation Plan, Therefore, implementation of Alternative 3 would not result in any conflicts with any provisions provided in a Habitat Conservation Plan or Natural Community Conservation Plan. Alternative 4: Pipeline Desigin Alternative The project site is not included in any Habitat Conservation Plan or Natural Community Conservation Plan. Therefore, implementation of Alternative 4 would not result in any conflicts with any provisions provided in a Habitat Conservation Plan or Natural Community Conservation, Plan, Mitigation Measure No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3. No adverse impact Alternative 4: No adverse impact Mid Basin Centennial Park '-jeenfffroject Final FIR 5-62 Section 5 ME, NNKOKWLUIITTIRL•� The following analysis is based on a Cultural Resources Report prepared for the Mid Basin Centennial Park Injection Well Project by Bonterra/Psomas, in August of 2015. The Cultural Resources Report is presented in its entirety in Appendix D. 5.4.1 Affected Environment Prehistoric Background Several chronologies are generally used to describe the sequence of the later prehistoric periods of Southern California, William Wallace in 1955 developed the first comprehensive California chronologies and defines four periods for the southern coastal region. Although now more than 50 years old, the Wallace chronology has provided a general framework for Southern California prehistory that remains valid today. Horizon 1: Early Man or Paleo-Indian Period (111,000 BCE to 7,500 BCE 1) While initially termed Early Man Horizon by Wallace, this early stage of human occupation is commonly referred to as the Paleo-Indian Period today, At inland archaeological sites, the surviving material culture of this period was primarily lithic, consisting of large, extremely well made stone projectile points and tools (e.g., scrapers and choppers). Encampments were, probably temporary, located near major kills or important resource areas, Horizon It: Milling Stone Assemblages (7,500 BCE to 1,000 BCE) Encompassing a broad expanse of time, the Milling Stone Period was named for the abundant milling stone tools associated with sites of this period. These tools, the mano and metate, were used to process small, hard seeds from plants associated with shrub-scrub vegetation communities. An annual round of seasonal migrations was likely practiced, with movements coinciding with ripening vegetal resources and the periods of maximal availability of various animal resources. Along the coast, shell midden sites are common site types. Some formal burials, occasionally with associated grave goods, are also evident. Horizon III: Intermediate Cultures (1,000 SCE to 750 CE) The Intermediate Period is identified by a mixed strategy of plant exploitation, terrestrial hunting, and maritime subsistence strategies. Chipped stone tools, such as projectile points, generally decrease in size, but increase in number. Abundant bone and shell remains have been recovered from sites dating to these time periods. In coastal areas, the introduction of the circular shell fishhook and the growing abundance of fish remains in sites over the course of the period suggest a substantial increase in fishing activity during the Intermediate Horizon. It is also Mid Basin Centennial Park 1 66 11 Project Final EIR 5-63 Z) �-nf n Section 5 during this time period that mortar and pestle use intensified dramatically. The mano and rnetate continued to be in use on a reduced scale, but the greatly intensified use of the imortar and pestle signaled a shift away from a subsistence strategy based on seed resources to that of the acorn. It is probably during, this time period that the acorn became the food staple of the majority of the indigenous tribes in Southern California. This subsistence strategy continued until European contact, Material culture became more diverse and elaborates and included steatite containers, perforated stones, bone tools, ornamental items, and asphalt adhesive. Horizon IV: Late Prehistoric Cultures (750 CE to 1769 CE) During the Late Prehistoric Period, exploitation of many food resources, particularly marine resources among coastal groups, continued to intensify. The material culture in the Late Prehistoric Horizon increased in complexity in terms of the abundance and diversity of artifacts being produced. The recovery and identification of a number of small projectile points during this period likely suggests a greater utilization of the bow and arrow, which was likely introduced near the end of the Intermediate Period. Shell beads, ornaments, and other elements of material culture continue to be ornate, varied, and widely distributed; the latter evidence suggests elaborate trade networks. Western Riverside County, Orange County, and the Los Angeles Basin area were considered part of the"Shoshonean" tradition, which could be related to a possible incursion of Takic speakers into these areas during this period. The Late Prehistoric Period includes the first few centuries of early European contact (1542-1769 CE); it is also known as the Protohistoric Period as there was a low level of interaction between native Californians and Europeans prior to Porto4s overland expedition in 1769. In the few centuries prior to European contact, the archaeological record reveals substantial increases in the indigenous population. Some village sites could have contained as many as 1,500 individuals. Apparently, many of these village sites were occupied throughout the year rather than seasonally. This shift in settlement strategy was likely influenced by improved food procurement and storage technology, which enabled population growth and could have helped stimulate changes in sociopolitical organization. Ethnographic Background At the time of Spanish contact the project area was believed to have been inhabited by the Gabrielino near the eastern extent of their ethnographic territory. The name "Gabrielino" identifies those people who came under the control of Mission San Gabriel Arcbngel and included the inhabitants of most of current-day Los Angeles and Orange Counties and portions of Riverside and San Bernardino Counties. Today, many Gabrielinc, prefer to be known as Jongva. According to tr Mid Basin Centennial Park tq&nfg6Project Final EIR 5-64 Section 5 the ethnographic evidence, the Gabrielino territory included the Coastal plain of Los Angeles and Orange Counties extending frorn Topanga Canyon in the north to Aliso Creek in the south, and eastward of Mount Rubidoux in Western Riverside County, Their territory also included Santa Catalina, Sari Clemente, and San Nicolas Islands, Unfortunately, the Gabrielino are one of the least documented of the native peoples of California because they were one of the first groups to suffer the effects of foreign diseases brought by the Spanish and the subsequent migration of foreigners who arrived in the region. Gabrielino territory occupied one of the richest environmental habitats in all of California, The territory included four macro-environments: the Interior Mountains/Adjacent Foothills, the Prairie, the Exposed Coast, and the Sheltered Coast. These diverse macro-environments, and the resources contained within each, enabled the Gabrielino to develop one of the most complex cultures of any of the native California groups, The abundance of resources provided many opportunities for the Gabrielino to exploit native plants and animals. This, in turn, allowed the population to settle in small villages throughout the territory. Permanent villages evolved in resource-rich areas near rivers, streams, and along the coast. Secondary, or sateltlite, villages were also established nearby. History The major historic periods, as defined below, for the greater Southern California area are defined! by key events documented by participants, witnesses, historians, and cartographers, • Spanish Period (11769­1822) • Mexican Period (1822-1848) • American Period (1848—Present) Spanish explorer Juan Rodriguez Cabrillo made a temporary landfall at the Chumash village of Sisolop (present-day Ventura) on October 12, 1542. He was the first of several early expiorers, representing several nations, to explore what is referred to as the Alta California coast. The end of the prehistoric era in Southern California was marked by the arrival of the Gaspar de Portiola overland expedition from New Spain (Mexico) and the founding of the first Spanish settlement at San Diego on July 16, 1769, With the onset of the Spanish Period, the Gabrielino first came into direct contact with Europeans when the Portola expedition passed through the San Gabriel Valley where the expedition camped briefly as they continued west toward Ventura- During this period 21 Franciscan missions were established. The missions were charged with administering to the natives within their areas, but failed to give the Native Americans the skills needed to survive in their rapidly changing world. The population was eventually fr Mid Basin Centennial Park Ai&246 Project Final EIR 5-65 Section 5 decimated by the introduction of European diseases, such as measles and small pox, for which they had no immunity. After 1810, mission populations declined faster than they could be replenished. The Mexican Revolution, beginning in 1821, overthrew Spanish control and the new government of Mexico had a very different Outlook on mission activities. Mexico's independence from Spain in 1822 brought the Mexican Period to California. Mexico secularized the missions in 1833 and expanded on the Spanish practice of granting large tracts of ranch land to soldiers, civil servants, and pioneers. Secularization of the missions, planned under the Spanish, was greatly accelerated by the Mexican government. Plans to provide land, training, and living quarters for the Native American population never developed and the mission lands were soon under the control of a relatively few influential Mexican families. The rancho life style was relatively short lived, but remained an influential period in California history, During the 1840s, an increasing influx of Anglo- Americans from the eastern United States spurred an American challenge for the California territory. The American Period began with Mexico's defeat at the end of the Mexican- American War, resulting in the concession of California to the United States under the Treaty of Guadalupe Hidalgo on February 2, 1848. Only a few days before, the discovery of gold on the American River had stimulated the Gold Rush of 1848-1849. After more than two years of legislative process and debate, California became the 31 st state of the Union on September 9, 1850. The Spanish land grant that lay entirely in what is now Orange County, the Rancho Santiago de Santa Ana, became the location of the city of Santa Ana. The Rancho Santiago de Santa Ana was comprised of 62,51:6 acres and stretched northerly for 25 miles, from the ocean to the mountains. Its western boundary followed the southeast bank of the Santa Ana Diver.. Current Conditions Prior to 1953, the land now known as Centennial Park was largely undeveloped. Then in the late 1950's, the United States Government established a Federal Aviation Administration Communications Center that occupied much of the land until 1967. After 1967, the property was designated as surplus property and was placed under the control of the National Park Service. Shortly after, the first of three separate land transactions occurred to transfer the surplus land to private ownership, culminating with the third and final transaction in June of 1977. According to a deed restriction involving the sales, the National Park Service must approve proposed undertakings involving the deeded land. One of the landowners, the City of Santa Ana, leased a sizeable portion of the property for strawberries in what would become known as the Centennial Nursery. The ry Mid Basin Centennial Park �8q&Affroject Final EIR 5-66 Section 5 Godinez High School, then known as the Mt. View High School, was constructed in 1968 south of where Centennial Park would be built in 1978. Two years later, in 1980, the Heritage Museum was constructed adjacent to Harvard Avenue, 5.4.2 Regulatory Framework National Register of Historic Places Cultural resources are considered during federal undertakings chiefly under Section 106 of the National Historic Preservation Act (NIHPA) of 1966 (as amended) through one of its implementing regulations (36 CFR 800). Properties of traditional religious and cultural importance to Native Americans are considered under Section 101(d) (6) (A) of the NHPA. Section 106 of the NHPA (16 USC 470f) requires federal agencies to take into account the effects of their undertakings on any district, site, building, structure, or object that is included in or eligible for inclusion in the NRHP and to afford the Advisory Council on Historic Preservation (ACHP) a reasonable opportunity to comment on such undertakings (36 CFR 800.1), Under Section 106, the significance of any adversely affected cultural resource is assessed and mitigation measures are proposed to reduce the impacts to a less than significant level. Significant cultural resources are those that are listed in or are eligible for listing in the NRHP in accordance with the criteria stated at 36 CFR 60.4, which are listed below, • 'The quality of significance in American history, architecture, archaeology, engineering and culture is present in districts, sites, buildings, structures and objects that possess integrity of location, design, setting, materials, workmanship feeling and association and that: • They are associated with events that have made a significance contribution to the broad patterns our history, or • They are associated with the lives of persons significant in our past, or • They embody the distinctive characteristics of a type, period, or method of installation, or that they represent the work of a master, or that possess high artistic values or that represent a significant and distinguishable entity whose components may lack individual distinction, or • They have yielded or may be likely to yield, information important in prehistory or history. California Register of Historical Resources CEQA requires a lead agency to determine whether a project would have a significant effect on one or more historical' resources, A "historical resource" is defined as a resource listed in or determined to be eligible for listing in the California Register of Historical Resources (CRHR) (California Public Resources Code [PRC], Section 21084.1); a resource included in a local register of historical Mid Basin Centennial Park l�gd-llfdb Project Final EIR 5-67 Section 5 resources (14 California Code of Regulations [CCR], Section 15064,5[a][2j); or any object, building, structure, site, area, place, record, or manuscript that a lead agency determines to be historically significant (14 CCR 15064.5[a][3]). Section 5024.1 of PRC, Section 15064,5 of the State CEQA Guidelines (14 CCR), and Sections 21083.2 and 21084.1 of the CEQA Statutes were used as the basic guidelines for the cultural resources study. PRC 5024.1 requires evaluation of historical resources to determine their eligibility for listing on the CRHR. The purposes of the CRHR are to maintain listings of the State's historical resources and to indicate which properties are to be protected from substantial adverse change. The criteria for listing resources in the CRHR were expressly developed to be in accordance with criteria developed for listing in the National Register of Historic Places (NRHP) (per the criteria listed in the Code of Federal Regulations [CFR], Title 36, Section 60.4) and include those listed below. • The quality of significance in American History, architecture, archaeology, engineering and culture is present in districts, sites, buildings, structures and objects that possesses integrity of location, design setting, material, workmanship feeling and association and that: • They are associated with events that have rnade a significant contribution to the broad patterns of our history or, • They are associated with the lives of persons significant in our past, or • They embody the distinctive characteristics of a type, period, or method of installation, or that represent the work of a master, or that possesses high artistic values, or that represent a significant and distinguishable entity whose components may lack individual distinction or, • Have yielded, or may be likely to yield, information important in prehistory. Human Remains Section 7050.5 of the California Health and Safety Code provides for the disposition of accidentally discovered human remains. Section 7050.5 states that, if human remains are found, no further excavation or disturbance of the site or any nearby area reasonably suspected to overlie adjacent remains shall occur until the County Coroner has determined the appropriate treatment and disposition of the human remains. Section 5097,98 of the PRC states that, if remains are determined by the Coroner to be of Native American origin, the Coroner must notify the Native American Heritage Commission within 24 hours which, in turn, must identify the person or persons it believes to be the most likely descended from the deceased Native American, The descendants shall complete their inspection within 48 hours of being granted access to the site, Mid Basin Centennial Park Ad�fO Project Final EIR 5-68 Section 5 The designated Native American representative would then determine, in consultation with the property owner, the disposition of the human remains, Local Regulations The following goals, objectives and policies from the City of Santa Ana General Plan are applicable to the project; • Preserve, maintain, and property use natural and cultural resources • Integrate natural and cultural resource as protection measures into land use and development activities. • Minimize loss of natural, aesthetic, historic, archaeological and paleontological resources and land is developed. • Inventory existing historic, archaeological, paleontological and cultural sites and districts. 5.4.3 Threshold of Significance 1, Would the project cause a substantial adverse change in the significance of a historical resource as defined in Section 15064.5 of the CEQA Guidelines? 2, Would the project cause a substantial adverse change in the significance of an archaeological resource pursuant to Section 15064,5 of the CEQA Guidelines? 3. Would the project disturb any human remains, including those interred outside of formal cemeteries? 4. Would the project directly or indirectly disturb or destroy a unique paleontological resource or site? 5.4.4 Environmental! Consequences IMPACT Ci Would the project cause a substantial adverse change in the significance of a historical resource as defined in Section 15064.5 of the CECIA Guidelines? IMPACT CR-2: Would the project cause a substantial adverse change in the significance of an archaeological resource as defined in Section 15064.5 of the CEQA Guidelines? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. The project area would continue to have low potential to encounter lands that contain known historical resources or known archaeological resources, There would be no n 0b Project Final EIR 5-69 2 Mid Basin Centennial Park W Ql;i _ Section 5 construction activity and no potential to encounter Unknown historical or unknown archaeological resources. Alternative 2: Proposed Project As shown in Figure 16, the Area of Potential Effect (APE) is Centennial Park Site located at 3000 West Edinger Avenue and the Heritage Museum site located at 3101 West Harvard Street. Previous Archeological Cultural Resource Record Searches A record search was contacted at the South Central Coastal Information Center in April of 2015. As shown in Table 20, the record search identified three Studies that were prepared adjacent to the Centennial Park and the Heritage MUSeUrn sites. The studies consisted of pedestrian field Surveys and cultural resource evaluations, or were research oriented and did not involve field work. Each Study was reviewed to determine if they contained any cultural resource information relevant to the Centennial Park and to the Heritage Museum. The records search indicates that no cultural resources were recorded within one-mile radius of the project site. Table 20: Cultural Resources Investigations Adjacent to Project Area Report No. Author/Yoar Study Description OR-00901 Langenwater and Brock 1985 Phase 11 Prado, Basin and Lower Santa Ana River OR-01838 Padorr 1998 Cultural Resources Review for Groundwater Replenishrient OR-04259 Becker et aV. 2007 Monitoring Report I 9L2LJndwater Re lenishrnent The Heritage Museum contains a historic plaza featuring several buildings from the 1890-s, extensive flora gardens, citrus groves, agriculture demonstration garden area and Native vegetation open space. Two historical homes are located within the boundary of the Heritage Museum: the Maag Ranch House and the Kellogg House. Mid Basin Centennial Park Aid Project Final EIR 5-70 Section 5 Figure 16: Area of Potential Effects Mid Basin Centennial Park �gq&nft-LProject Final EiR 5-71 Section 5 The Maag Ranch House is located at 3101 West Harvard Street. The house was moved from its original location on Fairhaven Avenue to the museum properly in 1980, The house was constructed in 1899 and is listed on the HPDF and was determined ineligible for the NRHP. That Maag Ranch House has been evaluated and been listed as a Landmark on the City of Santa Ana Local Register and determined to be eligible for listing on the State of California Register of Historical Resources. The evaluation prepared for the Maag Ranch House is contained in Appendix D-1. The Kellogg House was also moved to the museum property in 1980 from its original location on Orange Avenue. The Kellogg House has been evaluated and been listed as a Landmark on the City of Santa Ana Local Register and determined to be eligible for listing on the State of California Register of Historical Resources, The evaluation prepared for the Kellogg House is contained in Appendix D-1. A short segment of the water supply pipeline would be attached to the nose piers at the Edinger Bridge that crosses the Santa Ana River Channel immediately northwest of Centennial Park, This bridge is listed in the Caltrans California Bridge Inventory (No. 55 0266). The bridge has been assigned an NRHP Status Code 5, The Bridge underwent major construction in 2013 and 2014, and it does not warrant further consideration during this project and would not be eligible for the NRHP. Archeological Survey Results The archaeological survey of the property was conducted on May 7, 2015, by Mr, David Smith, the BonTerra/Psomas Senior archaeologist based out of the Orange County office. The proposed alignment of the pipelines, the injection and monitoring well locations, the shared structure locations were inspected. Almost all of the alignment of the pipelines is underground. Additionally, the locations of the shared structures were paved over. The monitoring well location is located in an existing dirt parking area that has been disturbed as part of the construction of Godinez High School. No archaeological materials were observed during the pedestrian survey and given the disturbances that have occurred to both areas the potential for discovery of archeological resources at Centennial Park or at the Heritage Museum, would be low. Even though there is low potential for discover of archeological resources, there would be some potential that unknown cultural resources could be encountered during earthwork activity. With the implementation of Mitigation Measure CR-1 potential adverse impacts to unknown cultural resources would be reduced to a less than significant leveL Mid Basin Centennial Park Project Final EIR 5-72 Section 5 Two historical structures are present at the Heritage Museum, Both structures are well outside of any potential impacts from the Proposed Project and would not suffer from and direct or indirect construction related impacts. Alternative 3: Reduced Intensity Alternative Under Alternative 3, the project would be implemented within the same Area of Potential Effect. Similar to the Proposed Project, no adverse impacts would occur to lands that are known to contain recorded historical sites or recorded archeological sites. Under Alternative 3, there would be a reduced amount of earthwork activity. Therefore, there would be less potential to encounter lands that could potentially contain unknown historical and archeological resources during earthwork activities. With the implementation of Mitigation Measure CRS -1 potential adverse impacts to unknown cultural resources would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, the project would be implemented within the same Area of Potential Effect. Similar to the Proposed Project, no adverse impacts would occur to lands that contain recorded historical sits or recorded archeological sites. Under Alternative 4, the amount of earthwork activity and level of potential impacts, to unknown cultural resources would be similar to the proposed project. With the implementation of Mitigation Measure CR-1 potential adverse impacts to unknown cultural resources would be reduced to a less than significant level. Mitigation Measure CR-1: A qualified Archaeologist will be retained during construction to observe grading activities in the uppermost layers of sediment and to salvage and catalogue archaeological resources, as necessary. The designated Archaeologist should be present during the pre-grade meeting to discuss cultural resources sensitivity and to assess whether archaeological resources have the potential to be encountered. The Archaeologist must first determine whether an archaeological resource uncovered during construction is a "unique archaeological resource" pursuant to Section 21083.2(g) of the California Public Resources Code or a "historical resource" pursuant to Section 15064.5(a) of the State CEQA Guidelines, If the archaeological resource is determined to be a "unique archaeological resource" or a "historical resource", the Archaeologist shall formulate a mitigation plan in consultation with the OCWD that satisfies the requirements of the above listed sections, rub Mid Basin Centennial Park � j6d, � f � 114 Project Final EIR 5-73 Section 5 Level of Impact Alternative 1: No adverse impact Alternative 2! Less than significant adverse impact with Mitigation Measure CR-1. Alternative 31 Less than significant adverse impact with Mitigation Measure CR-1. Alternative 4: Less than significant adverse impact with Mitigation Measure CR-1. IMPACT CR-3: Would the project disturb any human remains, including those interred outside of formal cemeteries? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. The project area would continue to have low potential to encounter lands that contain recorded Native American sacred burial remains. There would be no construction activity and no potential to encounter unknown Native American sacred burial remains. Alternative 2: Proposed Project A Native American record search was conducted by Native American Heritage Commission (NAHC) to determine if there were any known Native American sacred burial grounds on or near the project area. The NAHC review of the Sacred Lands Files did not show the presence of cultural resources on or near the project area, The NAHC acknowledged that their records might not contain all information relevant to Native American sites in the project area and advised BonTerra/ Psomas to contact various local tribes. The NAHC provided a list of tribes affiliated with the project site. Each tribe on the list was notified in writing an June 8, 2015, of the Proposed Project and invited to provide any information they may have regarding cultural resources on or near the project site. No responses were provided indicating the potential presence of Native American scared burial grounds, Even though there its low potential for discovery of Native American sacred burial grounds, there would be some potential that unknown Native American sacred burial grounds could be encountered during earthwork activities. With the implementation of Mitigation Measure CR-2 potential adverse impacts to unknown Native American sacred burial remains would be reduced to a less than significant level. Alternative 3: Reduced Intensity Alternative Under Alternative 3, the project would be implemented within the same Area of Potential Effect. Similar to the proposed project, no adverse impacts would occur to lands that contain recorded Native American sacred burial grounds. Under Alternative 3, there would be a reduced amount of earthwork activity. Therefore, wo �1 Mid Basin Centennial Park Project Final EIR 5-74 k"L,66' 1114� 6 Section 5 there would be less potential to encounter lands that could potentially contain unknown Native American sacred burial grounds during earthwork activities. With the implementation of Mitigation Measure CR-2 potential adverse impacts to unknown Native American sacred burial remains Would be reduced to a less than significant level, Alternative 4: Pipeline Design Alternative Under Alternative 4, the project would be implemented within the sarne Area of Potential Effect, Similar to the Proposed Project, no adverse impacts would occur to lands that contain recorded Native American sacred burial grounds Under Alternative 4, the amount of earthwork activity and level of potential impacts to unknown Native American sacred burial grounds would be similar to the Proposed Project. With the implementation of Mitigation Measure CR-2 potential adverse impacts to unknown cultural resources would be reduced to a less than significant level. Mitigation Measure CR-2: If human remains are encountered during excavation activities, all work shall halt in the vicinity of the remains and the County Coroner shall be notified (California Public Resources Code §5097.98). The Coroner will determine whether the remains are of forensic interest. If the Coroner, with the aid of a qualified Archaeologist, determines that the remains are prehistoric, s/he will contact the Native American Heritage Commission (NAHC), The NAHC will be responsible for designating the most likely descendant (MLD), who will be responsible for the ultimate disposition of the remains, as required by Section 7050.5 of the California Health and Safety Code. The MLD shall make his/her recommendation within 48 hours of being granted access to the sites, If feasible, the recommendation of the MLD shall be followed and may include scientific removal and non-destructive analysis of the human remains and any items associated with Native American burials (California Health and Safety Code §7050.5). If the landowner rejects the recommendations of the MLD, the landowner shall rebury the remains with appropriate dignity on the property in a location that will not be subject to further subsurface disturbance (California Public Resources Code §5097.98). Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact with Mitigation Measure CR-2. Alternative 3: Less than significant adverse impact with Mitigation Measure CR-2. Alternative 4: Less than significant adverse impact with Mitigation Measure CR-2. k 1 1 2 Mid Basin Centennial Park Project Final EIR 5-75 � 806 Section 5 IMPACT CR-4: Would the project directly or indirectly disturb or destroy a unique paleontological resource or site? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be im plernented. The project area would continue to have low potential to encounter paleontological resources within surface deposits of younger Quaternary alluvium and some potential to encounter paleontological resources within the older Quaternary deposits. Alternative 2: Proposed Project The Natural History Museum of Los Angeles County (NHMLAC) was contacted and requested to review their topographical maps for the project area to determine the geology underlying the project site, the sensitivity of the site for the presence of fossils, and if any fossil-bearing localities had been recorded. According to NHLMAC, the entire project area has surface deposits of younger Quaternary alluvium, derived as fluvial deposits from the Santa Ana River that flows through the western portion of the proposed project area. There are no fossil vertebrate localities anywhere nearby from these deposits and they are unlikely to contain significant vertebrate fossils, at least in the uppermost layers, Older Quaternary deposits could occur in the proposed project area at unknown depth and could contain significant fossil vertebrate remains. The closest vertebrate fossil locality from these older Quaternary deposits is LACM 1339, just west of south of the proposed project area east of the Santa Ana River near the top of the mesa bluffs along Adams Avenue, that produced fossil specimens of mammoth (Mammuthus) and camel Cameliclae) bones from sands approximately 15 feet below the top of the mesa that is overlain by shell-bearing silts and sands. Surface grading or shallow excavations in the project area probably would not uncover significant vertebrate fossil remains. Excavations that extend down, into the older Quaternary deposits, however, could well encounter significant fossil vertebrate specimens. Any substantial excavations below the uppermost layers in the proposed project area should be monitored closely to quickly and professionally recover any fossil remains discovered while not impeding development. Sediment samples should also be collected and processed to determine the small fossil potential in these deposits. Any fossils recovered during mitigation should be deposited in an accredited and permanent scientific institution for the benefit of current and future generations. With the implementation of Mitigation Measure CR-3 potential impacts to unknown paleontological resources would be reduced to a less than significant level. Mid Basin Centennial Park Project Final EIR 5-76 Section 5 Alternative 3: Reduced Intensity Alternative Under Alternative 3, the project would be implemented within the same Area of Potential Effect. Similar to the proposed project, no adverse impacts would occur to lands that contain recorded paleontological resources. Under Alternative 3, there would be a reduced' amount of earthwork activity. Therefore, there would be less potential to encounter lands that contain unknown paleontological resources. With the implementation of Mitigation Measure CR-3 potential adverse impacts to unknown cultural resources would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, the project would be implemented within the same Area of Potential Effect. Similar to the Proposed Project, no adverse impacts would occur to lands that contain recorded paleontological resources. Under Alternative 4, the amount of earthwork activity and level of potential impacts to unknown paleontological resources would be similar to the proposed project. With the implementation of Mitigation Measure CR-3 potential adverse impacts to unknown paleontological resources would be reduced to a less than significant level. Mitigation Measure CR-3: A qualified Paleontologist be notified and retained when earth-moving activities are anticipated to impact undisturbed deposits in the Older Quaternary Alluvium on the project sites. The designated Paleontologist should be present during the pre-grade meeting to discuss paleontological sensitivity and to assess whether scientifically important fossils have the potential to be encountered. The extent of monitoring activities will be determined at the meeting in consultation with the OCWD, If any scientifically important large fossil remains are uncovered during earth-moving activities, the Paleontological Monitor will divert heavy equipment away from the fossil site until s/he has had an opportunity to examine the remains. Samples of Older Quaternary Alluvium should be collected for processing and examination for very small vertebrate fossils. Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact with Mitigation Measure CR-3. Alternative 3: Less than significant adverse impact with Mitigation Measure CR-3. Alternative 4: Less than significant adverse impact with Mitigation Measure CR-3. Mid Basin Centennial Park �l . bcd, 111M Project Final EIR 5-77 Section 5 5.5 ENVIRONMENTAL JUSTICE 5.5.1 Affected Environment For purposes of evaluating socioeconomic conditions within the project area, demographic information from surrounding cities of Garden Grove, Anaheim, Westminster, Orange, Irvine, Costa Mesa and Orange County as a whole were evaluated. The demographic information is based on 2015 Orange County Progress Report. Population The population summary for surrounding sites and the County of Orange are shown in Table 21. Table 21: Population Summary Ethnicity The ethnicity surnmary for surrounding cities and the County of Orange are shown in Table 22. Table 22: Ethnicity Summary Santa Garden Anaheim Westminster, Orange White Ana Grove 27,5 25.4 County _Lot Population �IL _ � _ 324,52£3 _�_� 170,883 336,265 89,701 3,010,232 Hispanic Asian/Pacific Islander 78.2 1C4 I 36.9 36.9 I 52.8 146 23,6 47,3 I 33.6 17.7 Average family 4.45 3,72 339 3-32 102 Size Ethnicity The ethnicity surnmary for surrounding cities and the County of Orange are shown in Table 22. Table 22: Ethnicity Summary Housing The housing summary for surrounding cities and the County of Orange are shown in Table 23, Mid Basin Centennial Park2ACmMProject Final EIR 5-78 Santa Ana Garden Grove Anaheim Westminster: Orange CountL_ White 9.2 22.6 27,5 25.4 44.1 African American 1.0 1.0 2.4 1.0 1.5 Hispanic Asian/Pacific Islander 78.2 1C4 I 36.9 36.9 I 52.8 146 23,6 47,3 I 33.6 17.7 Other Race 1 1.2 1 2.6 2.7 2.7 3.1 Housing The housing summary for surrounding cities and the County of Orange are shown in Table 23, Mid Basin Centennial Park2ACmMProject Final EIR 5-78 Section 5 'Table 23: Housing Summary 5.5.2 Regulatory Framework The following goals from the City of Santa Ana General Plan are relevant to the project. 0 Ensure that the impacts of development are mitigated. • Protect and enhance development sites and districts which are unique community assets that enhance the quality of life. 9 Protect the community from incompatible land uses, 5.5.3 Threshold of Significance 1. Would the project cause a significant shift in population, housing and employment? 2. Would the project cause disproportionately high and adverse impacts on minorities and low income households? 5.5.4 Environmental Consequences IMPACT EJ-1: Would the project cause a significant shift in population, housing and employment? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would be no change to existing levels Of population, housing and employment levels within the project area. Alternative 2: Proposed Project The implementation of the Proposed Project would not generate any long term employment opportunities that would cause change to existing population and housing levels within the project area, The Proposed Project would increase the amount of injection wells that OCWD operates and maintains and could require OCWD to hire additional workers. However, any increase would be minimal and would not substantially change existing housing and population levels within the t4'J Mid Basin Centennial Park 2jMr180Pmject Final EIR 5-79 Santa Ana Garden Anaheim Westminster Orange Grove coonty Total Housi9q_tJniL8_ 76,089 47,703 104,724 28,392 1,052,959i Avg. House Size 4.45 3.72 3,39 3.32 302 -M Percent 21.5 16Z 16.1 16.7 12 Households Below Poverty Line 5.5.2 Regulatory Framework The following goals from the City of Santa Ana General Plan are relevant to the project. 0 Ensure that the impacts of development are mitigated. • Protect and enhance development sites and districts which are unique community assets that enhance the quality of life. 9 Protect the community from incompatible land uses, 5.5.3 Threshold of Significance 1. Would the project cause a significant shift in population, housing and employment? 2. Would the project cause disproportionately high and adverse impacts on minorities and low income households? 5.5.4 Environmental Consequences IMPACT EJ-1: Would the project cause a significant shift in population, housing and employment? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would be no change to existing levels Of population, housing and employment levels within the project area. Alternative 2: Proposed Project The implementation of the Proposed Project would not generate any long term employment opportunities that would cause change to existing population and housing levels within the project area, The Proposed Project would increase the amount of injection wells that OCWD operates and maintains and could require OCWD to hire additional workers. However, any increase would be minimal and would not substantially change existing housing and population levels within the t4'J Mid Basin Centennial Park 2jMr180Pmject Final EIR 5-79 Section 5 project area. Additionally, the Proposed Project would not involve the construction of new infrastructure or expansion of existing infrastructure to facilitate new housing and population growth within the project area. The increased amount of ground water recharge capacity from the Proposed Project would help to meet existing and planned water demands within in the project area, The construction of the Proposed Project would generate short-term employment opportunities within the project area. The employment opportunities would most likely be filled from County-wide employment pool and would not generate a need for additional housing or increase population levels within the project area. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well would be constructed. Similar to the Proposed Project, OCWD could hire additional workers to operate and maintain the injections wells. Because one less injection well would be operated and maintained a reduced amount of new workers could potentially be needed. The additional workers would be minimal and would not substantially change existing housing and population levels within the project area, The Proposed Project would generate short employment opportunities. Because one less injection well would be constructed there could potentially be fewer employment opportunities. Similar to the Proposed Project, the short-term employment opportunities would not substantially change existing housing and population levels within the project area. Alternative 4: Pipeline Design Alternative Under Alternative 4, the long-term employment opportunities and short-term employment opportunities would be similar to the Proposed Project, No substantial change to existing levels of employment, housing and population would occur within the project area. Mitigation Measures No mitigation measures required. Level of Impact Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4: No adverse impact IMPACT EJ-2: Would the project cause disproportionately high and adverse impacts on minorities and low income households? C, J Mid Basin Centennial Park2fiGrUlProject Final FIR 5-80 �'Zo Section 5 Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented within the City of Santa Ana. Within the project area there would be no impacts and no changes to the existing mix of minority households and households below the poverty line. Alternative 2: Proposed Project Compared to the County-wide percentage, the City of Santa Ana has a higher percentage of minorities and households below the poverty line. Over 65 percent of the household water needs within the City of Santa Ana are provided from groundwater from the Orange County Groundwater Basin- The remaining percentage of household water needs is provided from imported water supplies that are purchased from the northern California or from the Colorado River. The cost to produce groundwater is substantially lower compared to the cost to purchase imported water. The Proposed Project would increase ground supplies within the Orange County Groundwater Basin. The reduced cost for groundwater would have a greater economic benefit to lower income households, The implementation of the Proposed Project would result in short-term construction impacts within the City of Santa Ana but would also have a long terra beneficial impact on the cost of groundwater for lower income households. Alternative 3. Reduced Intensity Alternative Under Alternative 3, one less injection well would be constructed and operated. Potential construction related impacts would be similar to the Proposed Project. Under Alternative 3, a reduced amount of groundwater recharge Capacity Would be provided. Compared to the Proposed Project, there would be less beneficial impacts to lower income households. Alternative 4: Pipeline Design Alternative Under Alternative 4, the same amount of groundwater recharge capacity would be provided. Potential construction related impacts and beneficial impacts to low incorne households would be similar to the Proposed Project, Mitigation Measures No mitigation measures required. Level of Impact Alternative 1: No adverse impact Alternative 2: Beneficial impact Alternative 3: Beneficial impact Alternative 4: Beneficial impact Mid Basin Centennial PaAAQ442Project Final EIR 5-81 Section 5 5.6 GEOLOGY/SOILS The following analysis is based on a geotechnical report prepared for the Mid Basin Centennial Park Injection Well Project by Leighton Associates in September in 2015. The geotechnical report is presented in its entirety in Appendix E. 5.6.1 Affected Environment Geologic Setting The project site is located within the floodpWn of the Santa Ana River. The site is underlain by over 1,000 feet of alluvium deposited by the ancestral Santa Ana River. The alluvial deposits underlying the site are estimated to be Late Pleistocene to Holocene in age and typically consist of sand, silt and clay in the upper 25 feet below grade. Subsurface Conditions Boring samplIes were conducted on the project site work areas to identify subsurface conditions. The pavement sections of the project site consisted of 3 inches to 7 inches of asphalt concrete overlaying 3 to 12 inches of aggregate base. Subsurface soils that underlie the pavement sections generally consisted of light olive brown to brown, medium dense sand with varying amount of silt to a depth of approximately 10 feet, The sand is dry to slightly moist and considered susceptible to caving due to the relatively low moisture content and lack of cementation. Below the sand to the maximum depth explored, the soils consisted primary of layers of loose to medium dense silt and medium stiff clay. Groundwater Groundwater was encountered at depths between 13 feet and 23 feet. The historic high groundwater table within the site was reported to be at 5 feet below the ground surface. Sail Corrosivity The subsurface soils at the project site showed negligible potential for sulfate attack on concrete and are considered to have low corrosion potential to buried ferrous metal in direct contact with the soils. Faulting and Seismicity There are no known active faults traversing the site and the site is not located within a State of California designated Aliquist-Priolo Earthquake, fault Zone- The project area is located within a seismic active region and would be susceptible to ground shaking from known active and potentially active faults in the region, including the San Joaquin Hills Blind Thrust, Newport Inglewood, Puente Hills Blind Thrust and the Elsinore Faults. Mid Basin Centennial Park 9J§7 c9n1A;Project Final EIR 5-82 Section 5 Liquefaction Hazards According to the California Department of Geologic Survey Seismic Hazard Zone Map the project area is located within an area that would susceptible to the occurrence of liquefaction. 5.6.2 Regulatory Framework State Regulations Alquist-Priolo Earthquake Fault Zoning Act In response to the severe structural damages caused by the 1971 San Fernando Earthquake, the State of California enacted the Alquist-Priolo Earthquake Fault Zoning Act. This act regulates development near active faults in order to mitigate the hazards of surface fault-rupture. Under the act, the State Geologist is required to delineate: special study zones along known active faults- The act also requires that prior to approval of a project, a geologic study is required to be prepared to define and delineate any hazards from surface rupture. A 50-foot setback from any known trace of an active fault is required. Seismic Hazards Mapping Act The Seisimic Hazards Mapping Act, enacted in 1977, was developed to protect the public from the effects of strong ground shaking, liquefaction, landslides or other ground failure and from hazards caused by earthquakes. The act requires the State Geologist to delineate various seismic hazard zones and requires cities, counties and other local permitting agencies to regulate certain development projects within these zones. California Building Standard Code Title 24 of the California Code of Regulations, also known as the California Building Standards Code, sets forth minimum requirements for building design and construction. The California Building Standards Code is a compilation of three types of building standards from three different origins. • Building standards that have been adopted by state agencies without change from building standards contained in national model codes, • Building standards that have been adopted and adapted from the national model code standards to meet California conditions. • Building standards authorized by the California legislature that constitute extensive additions not covered by the model codes that have been adopted to address particular California concerns. In the context of earthquake hazards, the California Building Standards Code design standards have a primary objective of assuring Public safety and a Mid Basin Centennial Park 9)�9_nWProject Final EiR 5 -83 Section 5 secondary goal of minimizing property damage and maintaining function during and following a seismic event. 5.6.2 Thresholds of Significance 1, Would the project expose people or structures to potential substantial adverse effects, including the risk of loss, injury or death involving strong seismic ground shaking? 2. Would the project expose people or structures to potential substantial adverse effects, including the risk of foss, injury or death involving liquefaction? 3. Would the project result in substantial soil erosion or the loss of topsoil? 4. Would the project be located on collapsible or expansive soil creating substantial risks to life or property? 5.6.3 Environmental Consequences IMPACT GEC! -1: Would the project expose people or structures to potential substantial adverse effects, including the risk of loss, injury or death involving strong seismic ground shaking? Alternative 1: No Federal! Action /No Project Under Alternative 1, the project would not be implemented. The project area would continue to be within a seismically active area and would be subject to potential seismic shaking impacts. Alternative 2: Proposed Project The project area is located in a seismically active region and could be subject to seismic shaking impacts from active faults in the region. The highest risks to the project area would be from Newport Inglewood Fault, Puente Hulls Blind Thrust and the Whittier Fault all which have the potential to cause moderate to large earthquakes. In the event of a moderate or large earthquake, the project area could experience seismic shaking impacts possibly of considerable intensity. The seismic risks at the project area would be similar to other areas in southern California. The components of the project would be designed to meet seismic design parameters of the California Building Code to withstand potential seismic shaking impacts caused by an earthquake within an acceptable level of risk. The implementation of the Proposed Project would not substantially increase the risk or exposure of people to significant adverse seismic shaking impacts over the current condition. Compliance with the California Building Code would reduce potential seismic shaking impacts to a less than significant level. M Mid Basin Centennial Park 9�c'tfonYProject Final El 5-84 Section 5 Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well would be constructed. Therefore, there would be fewer components of the project that could be susceptible to seismic shaking impacts. The components of the project would be designed to meet seismic design parameters of the California Building Code, Compliance with the California Building Code Would reduce potential seismic shaking impacts to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4 potential seismic shaking impacts and risks would be similar to the Proposed Project. The components of the project Would be designed to meet seismic design parameters of the California Building Code. Compliance with the California Building Code would reduce potential seismic shaking impacts to a less than significant level. Mitigation Measures No mitigation measures required. Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT GEO-2: Would the project expose people or structures to potential substantial adverse effects, including the risk of loss, injury or death Involving liquefaction? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. The project area would continue to be within a liquefaction hazard area and could be subject to potential liquefaction impacts. Alternative 2: Proposed Project According to the California Geologic Survey Seismic Hazard Zone Map for the Newport Quadrangle, the project area is located within an area where historic occurrence of liquefaction has occurred. The primary reason would be from relatively shallow historically high groundwater level and loose to medium dense sand and silt within the project area. Components of the Proposed Project would be designed to meet seismic design parameters of the California Building Code to withstand potential liquefaction impacts caused by an earthquake within an Mid Basin Centennial Park Aj?cYo;tWroject Final FIR 5-85 Section 5 acceptable level of risk. Compliance with the California Building Code would reduce potential liquefaction impacts to a less than significant level. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well would be constructed. There would be fewer components of the project that could be susceptible to liquefaction impacts. The components of the project Would be designed to meet comply with the California Building Code. Compliance with the California Building Code would reduce potential liquefaction impacts to a less than significant level. Alternative 4.- Pipeline Design Alternative Under Alternative 4, potential seismic shaking impacts and risks would be similar to the Proposed Project. The components of the project would be designed to meet comply with the California Building Code. Compliance with the California Building Code would reduce potential liquefaction impacts to a less than significant level. Mitigation Measures No mitigation measures are required. Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT GEO-,3: Would the project result in substantial soil erosion or the loss of topsoil? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would be no earthwork activities that would expose soils and increase the potential for erosion impacts. Alternative 2: Proposed Project The implementation of the Proposed Project would involve the grading and excavation of approximately 1.25 acres of area. The exposed soils on the project site could be subject to erosion impacts caused by water and wind. Additionally, construction equipment and vehicles could transport sediment to offsite locations. Construction projects which disturb one or more acres of soil are required to obtain coverage under a General Construction Permit by the State Water Resources Control Board. The General Construction Permit requires the filing of Mid Basin Centennial Park 9j§c91A7,Project Final E I R 5-86 Section 5 a Notice of Intent with State Water Resources Control Board and the preparation of a Storm Water Pollution Prevention Plan (SWPPP), The SWPPP would provide and implement a list of Best Management Practices to minimize potential soil erosion impacts. With implementation of Mitigation Measure GEO-1 potential erosion impacts would be reduced to a less than significant level. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well and a reduced amount of pipeline would be constructed, approximately 1, 15 acres of soil disturbances would occur, Under Alternative 3 there would be a reduced amount of soil disturbances. Therefore, the potential for erosion impacts would be less, The project would still involve over one acre of grading and would be required to obtain coverage under a General Construction Permit by the State Water Resources Control Board. With implementation of Mitigation Measure GEO-1 potential erosion, impacts would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, the amount of soil disturbances would be similar to the Proposed Project. With implementation of Mitigation Measure GEC? -1 potential erosion impacts would be reduced to a less than significant level, Mitigation Measure ,GEO-1: Prior to the start of construction OCWD will obtain coverage under the General Construction Permit by the State Water Resources Control Board and in compliance with the permit will file a Notice of Intent with the State Water Resources Control Board and prepare and implement Storm Water Pollution Prevention Plan, Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant impact with Mitigation Measure GEO-1. Alternative 3: Less than significant impact with Mitigation Measure GEO-1, Alternative 4: Less than significant impact with Mitigation Measure GEO-1 . IMPACT GE04: Would the project be located on collapsible or expansive soil creating substantial risks to life or property? Alternative 1: No Federal Action/No Project Under Alternative 1, no injection wells, pipelines or shared structures would be built. Therefore, there would not be any concerns regarding the geotechnical stability of onsite soils at Centennial Park or at Heritage Museum, to support the proposed improvements. Mid Basin Centennial Park ?j§cq6M?Project Final EIR 5-87 Section 5 Alternative 2: Proposed Project Based on the geotechnical evaluation prepared for the project site the Proposed Project would be feasible from a geotechnical standpoint. To ensure geotechnical stability the geotechnical recommendations from the Leighton Consulting Geotechnical Report would be incorporated into the design and construction of the project. The design recommendations include, Site Grading, Foundation and Design Parameters, Slab-On-Grade, Lateral Earth Pressures, Seismic Design Parameters, Pipeline Trench Subgrade and Backfill, Open Trench Construction and Dewatering. With the implementation of GEO-2 potential onsite soil constraints would be reduced to a less than significant level. Alternative 3: Reduced Intensity Alternative Because of similar geotechnical characteristics at Centennial Park and the Heritage Museum, the geotechnical recommendations from Leighton Consulting Geotechnical Report would be applicable for Alternative 3. With the implementation of GEO-2 potential onsite soil constraints would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative The geotechnical recommendations from Leighton Consulting Geotechnical Report Would be applicable for Alternative 4. With the implementation of GEO-2 potential onsite soil constraints would be reduced to a less than significant level. Mitigation Measures GEO-2: The final design and construction of the project will iincorporate the geotechnical recommendations provided in the Leighton Consulting Geotechnical Report prepared for the Mid Basin Centennial Park Injection Well Project, Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant impact with Mitigation Measures GEO-2, Alternative: 3: Less than significant impact with Mitigation Measures GEO-2 Alternative 4. Less than significant impact with Mitigation Measures GEO-2, Mid Basin Centennial Park 9�944PIProject Final EIR 5-88 Section 5 5.7 GREENHOUSE GAS EMISSIONS The following analysis is a summary of Greenhouse Gas Emission Report prepared for the Mid Basin Centennial Park injection Well Project by BonTerra/Psornas in July of 2015. The Greenhouse Gas Emission Report is presented in its entirety in Appendix B. 5.7.1 Affected Environment Greenhouse Gases (GHG) are global Pollutants and are therefore unlike criteria air pollutants and toxic air contaminants, which are pollutants of regional and local concern. While pollutants with localized air quality effects have relatively short atmospheric lifetimes (generally on the order of a few days), GHGs have relatively long atmospheric lifetimes, ranging from one year to several thousand years. Long atmospheric lifetimes allow for GHGs to disperse around the globe, Therefore, GHG effects are global', as opposed to the local and/or regional air quality effects of criteria air pollutant and toxic air contaminants. GHGs, as defined under California's Assembly Bill (AB) 32, which includes; carbon dioxide (CO2), methane (CH4), nitrous oxide (N20), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs),, and sulfur hexafluoride (SF6). Both natural processes and human activities emit greenhouse gases, It is believed by some experts that the presence of greenhouse gases in the atmosphere affects the earth's temperature and that emissions frorn human activities such as electricity production and vehicle use have elevated the concentration of these gases in the atmosphere beyond the level of naturally occurring concentrations, The U.S. contributes approximately 14.7 percent of worldwide GHG emissions, per year; California contributes approximately 1 .0 percent. The most common GHG is G02, which constitutes approximately 84 to 85 percent of all GHG emissions in the U.S. and California- The primary contributors to California GHG emissions are (1 ) transportation; (2) electric power production from both in-state and out-of- state sources; and (3) industrial uses, 5.7.2 Regulatory Framework Federal Regulations The Consolidated Appropriations Act of 2008, passed in December 2007, requires the establishment of mandatory greenhouse gas reporting requirements. On September 22, 2009, the EPA issued the Final Mandatory Reporting of Greenhouse Gases Rule. The rule requires reporting of greenhouse gas emissions frorn large sources and suppliers in the United States, and is intended to collect accurate and timely emissions data to inform future policy decisions. Under the rule, Suppliers of fossil fuels or industrial greenhouse gases, manufacturers of vehicles, and engines, and facilities that emit 25,000 metric tons Mid Basin Centennial Park 6 2 I nf 11 Project Final EIR 5-89 9612 0 Section 5 or more per year of greenhouse gas emissions are required to submit annual reports to the EPA. Greenhouse Gas Endangerment On December 7, 2009, the EPA Administrator signed two distinct findings regarding greenhouse gases under § 202(a) of the Clean Air Act: 1 ) Current and projected concentrations of the six key well-mixed greenhouse gases—carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons, and sulfur hexafluloride in the atmosphere threaten the public health and welfare of current and future generations-, 2) The combined emissions of these well-mixed greenhouse gases from new motor vehicles and new motor vehicle engines contribute to the greenhouse gas pollution, which threatens public health and welfare. State Regulations Assembly Bill AB 32 The California State Legislature enacted AB 32, the California Global Warming Solutions Act of 2006. AB 32 requires that greenhouse gases emitted in California be reduced to 1990 levels by the year 2020. "Greenhouse gases" as defined under AB 32 include carbon dioxide, methane, nitrous oxide, hydrof[Llorocarbons, perfluorocarbons, and sulfur hexafluoride. ARB is the state agency charged with monitoring and regulating sources of greenhouse gases. The ARB's Climate Change Scoping Plan (Scoping Plan) contains measures designed to reduce the State's emissions to 1990 levels by the year 2020. The Scoping Plan identifies recommended measures for multiple greenhouse gas emission sectors and the associated emission reductions needed to achieve the year 2020 emissions target. Most of the measures target the transportation and electricity sectors. In addition, the Scoping Plan differentiates between "capped" and "uncapped" strategies. "Capped" strategies are Subject to the proposed cap- and-trade program. The Scoping Plan states that the inclusion of these emissions within the cap-and trade program would help ensure that the year 2020 emission targets are met despite some degree of uncertainty in the emission reduction estimates for any individual measure. Implementation of the capped strategies is calculated to achieve a suffiicient amount of reductions by 2020 to achieve the emission target contained in AB 32. "Uncapped" strategies that would not be subject to the cap-and-trade emissions caps and requirements are provided as a margin of safety by accounting for additional greenhouse gas emission reductions- Mid Basin Centennial Park A jK� Qrr Project Finial EIR 5-90 %A' - foli Section 5 The Scoping Plan was first approved by the Board in 2008 and must be updated every five years to evaluate the mix of AB 32 policies to ensure that California is on track to achieve the 2020 greenhouse gas reduction goal. The ARB has begun to update the Scoping Plan and plans to bring an updated Seeping Plan to the ARB Board for consideration. EIAUETIIEEK*rr �= Passed in August 2007, SB 97 added Section 21083.05 to the Public Resources Code. The code states "(a) On or before July 1, 2009, the Office of Planning and Research shall prepare, develop, and transmit to the Resources Agency guidelines for the mitigation of greenhouse gas emissions or the effects of greenhouse gas emissions as required by this division, including, but not limited to, effects associated with transportation or energy consumption. (b) On or before January 1, 2010, the Resources Agency shall certify and adopt guidelines prepared and developed by the Office of Planning and Research pursuant to subdivision (a)," On April 13, 2009, the Office of Planning and Research submitted to the Secretary for Natural Resources its recommended amendments to the CEQA Guidelines for addressing greenhouse gas emissions. On July 3, 2009, the Natural Resources Agency commenced the Administrative Procedure Act rulemiaking process for certifying and adopting these amendments pursuant to Public Resources Code section 21083.05. On February 16, 2010, the Office of Administrative Law approved the Amendments, and filed them with the Secretary of State for inclusion in the California Code of Regulations. The Amendments became effective on March 18, 2010. The CEQAAmendments provide guidance to public agencies regarding the analysis and mitigation of the effects of greenhouse gas emissions in CEQA documents. The CEQAAmendments fit within the existing CEQA framework by amending existing CEQA Guidelines to reference climate change. A new section, CEQA Guidelines Section 15064-4, was added to assist agencies in determining the significance of greenhouse gas emissions. The new section allows agencies the discretion to determine whether a quantitative or qualitative analysis is best for a particular project. However, little guidance is offered on the crucial next step in this assessment process on how to determine whether the project's estimated greenhouse gas emissions are significant or cumulatively considerable. Also amended were CEQA Guidelines Sections 15126.4 and 15130, which address mitigation measures and cumulative impacts respectively. Greenhouse gas mitigation measures are referenced in general terms, but no specific Mid Basin Centennial Park N jEql;Vn Project Final EIR 5-91 % *0 Section 5 measures are championed. The revision to the cumulative impact discussion requirement (Section 15130) simply directs agencies to analyze greenhouse gas emissions in an EIR when a project's incremental contribution of emissions may be cumulatively considerable, however it does not answer the question of when emissions are cumulatively considerable. 5.7.3 Thresholds of Significance 1. Would the project generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? 2. Would the project conflict with any applicable plan, policy or regulation of agency adopted for the purpose of reducing the emissions of greenhouse gasses? 5.7..4 Environmental Consequences IMPACT GHG -1: Would the project generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? Alternative 1: No Federal Action /No Project Under Alternative 1, the project would not be implemented. There would be no increases, in construction- related or operation greenhouse gas erissions within the project area. Alternative 2: Proposed Project There are no established Federal, State, or local quantitative thresholds applicable to the Proposed Project to determine the quantity of GHG emissions that could have a significant effect on the environment. CARIB, the SCAQMD, and various cities and agencies have proposed, or adopted on an interim basis, thresholds of significance or threshold levels that require the implementation of GHG emissions reduction measures. Because the Proposed Project is not a residential or commercial land use development project, the SCAQMD adopted . interim threshold of '10,000 MTCO2e for industrial projects to evaluate significant adverse GHG emission impacts generated from the Proposed Project. The Council on Environmental Quality guidance on the consideration of GHG emissions in NEPA reviews recommends that the NEPA analysis use a threshold of 25,000 MTCO2e per year of GHGs. Therefore, for NEPA analysis purposes, activities that generate GHG emissions less than 25,000 MTCO2e per year would be considered to not result in significant adverse impacts. jar Mid Basin Centennial Park �genl4j Project Final EIR 5 -92 Section 5 Construction Emissions GHGs would be emitted by off-road and on-road construction equipment and worker vehicles. Construction emissions for the Proposed Project were calculated using CalEEMod. GHG emissions for each construction activity and the total two year construction effort are shown in Table 24. The total construction GHG emissions, which would occur over a two-year period, would be substantially less than the one-year CEQA and NEPA thresholds, Table 24: Estimate Proposed Project Construction Greenhouse Gas Emissions Activity Unit Emissions (MTCO2e) Number of Activities Total Emissions (VITCO2e) Pipefines, Shared Structures, Heritage Site 111 1 ill Well Drilling 66 5 330 Well Development 31 5 155 Well Equipping 2 4 8 Paving Total construction Emissions 13 1 13 617 SCAQMD CEQA Threshold (MTCO2elyear 10,000 Exceeds Threshold No CEO NEPA Threshold MTC D2e/year) 25,000 Exceeds Threshold No 0 bpe Appendix B to, CAEFMA Model Out. uts Operational Emissions The electrical energy use for the Proposed Project is estimated at 1,100 kilowatt hours (kWh) per month. Estimated annual operational GHG emissions for the Proposed Project are shown in Table 25, The annual Proposed Project operational GHG emissions would be substantially less than the one year CEQA and NEPA thresholds. It should be noted that the Proposed Project would increase the local supply of groundwater and subsequently reduce the demand for imported water, resulting in a reduction in the GHG emissions associated with the energy required to transport water to the region. mw Mid Basin Centennial Park AefW reject Final EIR 5-93 Section 5 Table 25: Estimated Proposed Project Operational GHG Emissions Activity Well Development Emissions (MTCO2e) 77 Electrical Ener9Y 4 Total 81 SCAQMD CEQA Threshold (MTCO2e/ ear 1_ 10,000 Exceeds Threshold No CEQ NEPA Threshold (v1TCO2e/y8ar) 25,000 Exceeds Threshold No 4 Alternative 3: Reduced Intensity Alternative Construction Emissions Construction GHG emissions for Alternative 3 were calculated by the same methods used for the Proposed Project. GHG emissions for each construction activity and the total construction effort are shown in Table 26. The total construction GHG emissions, which would occur over a two-year period, would be substantially less than the one year CEQA and NEPA thresholds. Construction GHG emissions for Alternative 3 would be less than those for the Proposed Project. Table 26: Estimate Alternative 3 Construction Greenhouse Gas Emissions Activity Unit Emissions (MTr,02ej N4m4er of Aptivities Total emls'slons (MT0,02e) Pipelines, Shared Structures, Herftagp Site 105 1 105 Well DriYYin 66 4 264 Well Development 31 4 124 Well Equipping 2 3 6 Paving 13 1 13 Total Construction Emissions 512 SCAQMD CEQA Threshold (MTCO2e/year) 10,000 Exceeds Threshold No CEQ NEPA Threshold (MTCO2e1 year) 25,000 Exceeds Threshold No See A rpendix B far CaIEEMod Mod 0 Outputs Mid Basin Centennial Park 2 9 efVA Project Final EIR 5-94 Section 5 Operational Emissions The electrical energy use for Alternative 3 is estimated at 825 kWh per month. Estimated annual operational GHG emissions for Alternative 3 are shown in Table 27. The annual Alternative 3 operational GHG emissions would be Substantially less than the one year CEQA and NEPA thresholds, Table 27: Estimated Alternative 3 Operational GHG Emissions Activ t — - ---------- Emissions (MTCO2s) Well Developmerit Electrical Energy 77 3 Total 80 SCAQMD CEQA Threshold (MTCO2e/year) 10,000 Exceeds Threshold No CEO NEPA Threshold (MTCO2e/year) 25,000 Exceeds Threshold No ,,,,,A pperidi. B By CMEEMr)d MWei QWpu(5 Alternative 4: Pipeline Design Alternative Construction Emissions Alternative 4 would essentially involve the same pipeline length, mix of construction equipment and hours of operation that would be used for the Proposed Project, except that the water supply pipeline would be configured differently. Therefore, GHG construction emissions for Alternative 4 would essentially be the same as the Proposed Project. As shown in Table 24, the total construction GHG emi:ssi�ons, which Would occur over a two-year period, would be substantially less than the one year CEQA and NEPA thresholds. Operational Emissions Alternative 4 would involve the operation of the same amount of injection wells and monitoring wells that would be used for the Proposed Project. Therefore, GHG operational emissions for Alternative 4 would essentially be the same as the Proposed Project, As shown in Table 25, the annual Proposed Project operational GHG emissions would be substantially less than the CEQA and NEPA thresholds. Mitigation Measures No mitigation measures required. Mid Basin Centennial Park Project Final EIR 5-95 Section 5 Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT HG -2: Would the project conflict with any applicable plan, policy or regulation of agency adopted for the purpose of reducing the emissions of greenhouse gasses" Alternative 1: No Federal ActioniNo Project Linder Alternative 1, the project would not be implemented, No increases in construction GHG emissions or operational GHG emissions would occur within the project area that would have the potential to not meet the AB 32 GHG reduction goals. Alternative 2: Proposed Project As discussed above, the primary State plan and policy adopted for the purpose of reducing GHG emissions is AB 32. The quantitative goal of AS 32 is to reduce GHG emissions to 1990 levels by 2020. The Proposed Project would increase recharge of the local groundwater basin and thereby increase local water supplies and reduce the demand for imported water. Thus, the Proposed Project would reduce the GHG emissions associated with importing wafter from outside the region, which would support State policies, plans, and regulations to reduce GHG emissions. Alternative 3: Reduced Intensity Alternative The analysis of conformance of Alternative 3 with applicable plans and policies for the purpose of reducing GHG emissions would be the same as the analysis for the Proposed Project, Alternative 3 would not conflict with these plans and regulations. Alternative 3 would increase recharge of the local groundwater basin and thereby increase local water supplies and reduce the demand for iimported water. Thus, Alternative 3 would reduce the GHG erissions associated with importing water from outside the region, which would support State policies, plans, and regulations to reduce GHG emissions. Alternative 4: Pipeline Design Alternative The analysis of conformance of Alternative 4 with applicable plans and policies for the purpose of reducing GHG emissions would be the same as the analysis for the Proposed Project. Alternative 4 will not conflict with these plans and f Mid Basin Centennial Park Ycl*Wn lLProject Final FIR 5 -96 Section 5 regulations. Alternative 4 will increase recharge of the local groundwater basin and thereby increase local water supplies and reduce the demand for imported water, Thus, Alternative 4 will reduce the GHG emissions associated with importing water from outside the region, which will support State policies, plans, and regulations to reduce GHG emissions. Mitigation Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4: No adverse impact Mid Basin Centennial Park 2:1 Project Final EIR 5-97 k. bfA Section 5 5.8 HYDROLOGY[WATER QUALITY This section provides a discussion of the hydrological conditions and water quality conditions within the project area and potential hydrology and water quality impacts associated with construction and operation of the Mid Basin Centennial Park Injection Well Project, The analysis includes a Phase 1 Environmental Site Assessment prepared by EEI Geotechnical and Environmental Solutions in May of 2015 and a Travel Time and Mounding Analysis prepared by the Orange County Water District in June of 2015. The Travel Time Analysis and the Mounding Analysis is presented in Appendix F. and the Phase 1 Environmental Site Assessment is presented in Appendix F1 5.8.1 Affected Environment The project site is located within the lower Santa Aria River Watershed. The Santa Ana Watershed is the largest watershed in coastal Southern California, consisting of over 2,800 square miles and encompassing parts of Riverside, San Bernardino and Orange Counties, Surface water bodies within the vicinity project area include the Santa Ana River, Greenville Banning Flood Control Channel and Centennial Lake. The project site also overlies the Orange County Groundwater Basin. Santa Ana River The Santa Ana River is the most prominent hydrologic feature within the Santa Ana River Watershed. The Santa Ana River is over 100 miles in length and has over 50 tributaries. The headwaters for the Santa Ana River are in the San Bernardino Mountains to the northeast.. The river extends westerly through the Santa Ana Valley to the Prado Basin where it is joined by several tributaries near Prado Darn. Downstream of Prado Dam, the Santa Ana River flows through the Santa Ana Mountain Canyon into Orange County before discharging into the Pacific Ocean. The flows of the Santa Aria River consist of storm flows and perennial flow (base flow) that increases in the winter and decreases in the summer. The base flow of the Santa Ana River consists primarily of treated wastewater discharged from upstream waste water treatment plants. Since 1933, OCWD has been managing the Orange County Groundwater Basin. The primary source to replenish the groundwater basin is surface water flows from the Santa Ana River. The surface water flows are diverted into a series of recharge basins that are maintained by OCWD. Virtually all of the base flow of the Santa Ana River is captured by OCWD for groundwater recharge and a portion of the total storm flow of the Santa Ana River is captured by OCWD for groundwater recharge. The volume of groundwater recharge from storm flows is a function of precipitation intensity, duration, impervious area arid distribution of sterns over a Mid Basin Centennial Park 2962446 Project Final EIR 5-98 Section 5 given year. Although storm flows average approximately 33 percent of the total Santa Ana River flows, they average a lower percentage of the total water that is recharged. This is primarily because the magnitude of storm flow releases from Prado IDam often greatly exceeds the percolation capacity of the recharge facilities. Storm water that is not captured by OCWD flows into the ocean. Greenville Banning Flood Control Channel The Greenville-Banning Flood Control Channel is a regional flood control facility owned and operated by the County of Orange. The flood control channel drains approximately an 8 acre area. The drainage area is primarily within the Cities of Santa Ana and Costa Mesa. The segment of the channel along the frontage of Centennial Park and the Heritage Museum is approximately 12 feet in width with a rip rock siding and a soft bottom. Downstream of the Heritage Museum the channel transitions into a 12 foot by 12 foot reinforced concrete box channel, Centennial Lake Centennial Lake is an existing man-made lake in Centennial Park. The lake has soft side walls an impermeable clay bottom. Presently, the lake is filled with potable water supplies, The lake provides passive and active recreation such as fishing and model boating, but not full contact swimming, Orange County Groundwater Basin The Orange County Groundwater Basin underlies central and northern Orange County and is bordered by the Santa Ana Mountains to the east, the Pacific Ocean to the west, the Newport-Ilnglewood Fault to the southwest and Coyote Hills to the north. The groundwater basin is contiguous and directly connected with the Central Basin of Los Angeles County to the northwest. Depending on location, the fresh-water-bearing alluvial deposits beneath the coastal plain of Orange County range in thickness from 500 feet to 2,000 feet. These alluvial deposits consist primarily of unconsolidated stream channel, marine terrace, and alluvial deposits of Pleistocene to Recent age. OCWD modeling of the Orange County groundwater basin indicates that the basin can be managed effectively to yield 460,000 to 490,000 acre feet per year (afy) without adversely affecting the condition of the groundwater basin provided that sufficient recharge is available. Groundwater Replenishment System The water supply to the Centennial Park Injection Well Project would be advanced treated recycled water from OCWD Groundwater Replenishment System (GWRS). The GWRS is a joint water reclamation project with OCWD and the Orange County Sanitation District (OCSD). The GWRS takes secondary treated wastewater and through advance treatment treats the water to meet Mid Basin Centennial Park j�l &&nkbProlect Final EIR 5-99 Section 5 drinking water standards. Currently one-half of the treated water is conveyed through a 48-inch to 78 -inch diameter pipeline along the west levee of the Santa Ana River from the GWRS plant in Fountain Valley to Kraemer Basin, Miller Basin and Miraloma Basin in the City of Anaheim where it percolates into the groundwater basin. The other half of the GWRS water is injected into the groundwater basin along the coast to create a barrier that protects the groundwater basin from salt water intrusion. The use of the GWRS recycled water for groundwater replenishment and seawater barrier purposes is permitted under RWQCB Order R8 -2004-0002, and Subsequent amendment 88-2008-0058, These two permits specify water recycling requirements for the GWRS. The perrnit incorporates Draft Groundwater Recharge Criteria, Findings, Conditions and Recommendations from the California Department of Public Health. 5.8.2 Regulatory Framework The following is a discussion of Federal, State and local water resource programs that are applicable to the Mid Basin Centennial Park Injection Well Project. Federal/State Regulations Federal Clean Water Act The objectives of the Clean Water Act are to restore and maintain the chemical, physical, and biological integrity of Waters of the United States. The Clean Water Act establishes basic guidelines for regulatiing discharges of pollutants into the Waters of the United States and requires states to adopt water quality standards to protect health, enhance the quality of water resources and to develop plans and programs to implement the Act. Below is a discussion of sections of the Clean Water Act that are relevant to the Mid Basin Centennial Park Injection Well Project- Section 401: Section 401 of the Clean Water Act requires an applicant fora 'federal permit that involves a discharge into Water of the United States to obtain certification that the discharges would not result in adverse water quality impacts. This process is known as the Water Quality Certification, For projects in Orange County, the Santa Ana Regional Water Quality Control Board (RWQCB) issues Section 401 Water Quality Certifications. Section 402: Section 402 of the Clean Water Act established the National Pollution Discharge Elimination System (NPDES) to control water pollution by regulating point sources that discharge pollutants into Waters of the United States. In the State of California, the EPA has authorized the State Water Mid Basin, Centennial: Park A161M Project Final EIR 5-100 Section 5 Resources Control Board (SWRCB) the permitting authority to implement the NPDES program. The State Water Resources Control Board issues two baseline general permits, one for industrial discharges and one for construction activities (General construction Permit). Additionally, NPIDES Program includes the long- term regulation of storm water discharge from medium and large cities (MS4 Permit), The County of Orange is the primary permit holder of the MS4 Permit and the City of Santa Ana is a co-permittee. Short-Term Storm Water Management Storm water discharges from construction sites with a disturbed area of one or more acres are required to either obtain individual NPIDES pert-nits for storm water discharges or be covered by a Construction General Permit, Coverage under the Construction General Permit requires filing a Notice of Intent with the State Water Resources Control Board and preparation of storm water pollution prevention plan (SWPPP). Each applicant under the Construction General Permit must ensure that a SWPPP would be prepared prior to grading and implemented during construction. The primary objective of the SWPPP is to identify, construct, implement, and maintain Best Management Practices (BMPs,) to reduce or eliminate pollutants in storm water discharges and authorized non -storm water discharges from the construction site during construction. BMPs include: programs, technologies, processes, practices, and devices that control, prevent, remove, or reduce pollution. Long-Term Storm Water Management The Mid Basin Centennial Wells Injection Well Project would be implemented in the City of Santa Ana. The City of Santa Ana is a co-permittee to the County of Orange NPIDES MS4 Storm Water Permit and is responsible for the implementation of the permit requirements. Under the NPIDES MS4 Storm Water Permit, construction projects are defined as Priority Projects or Non-Priority Projects based on the type of project and/or level of development intensity, Priority Projects Projects that are determined to be a Priority Project are required to prepare a Priority Project WQMP based on the County of Orange Model WQMP. The Priority Project WQMP is required to demonstrate that a project would be able to infiltrate, harvest, evapotranspire or otherwise treat runoff generated from an 85L" percentile storrn over a 24 hour period. The Model WQMP requires that Low Impact Development (LID) site design principles be incorporated into the project to reduce and retain runoff to the maximum extent practicable. Such LID site design principles include, but are not limited to, iminimizing impervious areas, and designing impervious areas to drain to pervious areas. M0 Basin Centennial Park j ,tdn VlProject Final EIR 5-101 Section 5 Non-Priority Projects Certain projects that do not meet the Priority Project criteria are considered Non- Priority Projects and require preparation of Non-Priority Project Plans (NPP). The Non-Priority Project Plan requires documentation of the selection of site design features, source control and any other BMPs included in a project. Section 404: Section 404 of the Clean Water Act established a permitting program to regulate the discharge of dredged or filled material into waters of the United States. The permitting program is administered by the US Army Corps of Engineers and is enforced by the Environmental Protection Agency. Section 303 (d)- Under Section 303 (d) of the Clean Water Act, the SWRCB is required to develop a list of impaired water bodies, Each RWQCB is responsible for establishing priority rankings and developing action plans, referred to as total maximum daily loads (TMDLs) to improve water quality of water bodies included in the 303(d) list. Presently, Santa Ana River Reach 2 (17tt" Street in Santa Ana to Prado Dam) has been listed as impairment for indicator bacteria. The TMDLs for the Santa Ana River Reach 2 is required, to be prepared before 2025. The Santa Ana River Reach 1 (Pacific Ocean to 171" Street in Santa Ana) is not listed as impaired. Safe Drinking Water Act The Safe Drinking Water Act (SDWA) was established to protect the quality of drinking water in the United States. This law focuses on all waters actually or potentially designed for drinking use, whether from above or below ground sources. The SDWA and subsequent amendments authorize EPA to establish health-based standards, or maximum contaminant levels (MCLs), for drinking water to protect public health against both natural and anthropogenic contaminants. All owners or operators of public water systems are required to comply with these primary (health-related) standards, State governments, which can be approved to implement these rules for EPA, also encourage attainment of secondary (nuisance-related) standards. At the Federal level, EPA administers the SDWA and establishes MCLs for bacteriological, organic, inorganic, and radiological constituents. At the State level, California has adopted its own SDWA, which incorporates the federal SDWA requirements with some requirements specific only to California. The 1996 SDWA amendments established source water assessment (SWA) programs pertaining to untreated water from rivers, lalkes, streams, and groundwater aquifers used for drinking water supply. According to these amendments, EPA must consider a detailed risk and cost assessment, as well as best available peer-reviewed science, when developing standards for drinking water. These programs are the foundation of tL Mid Basin Centennial Park Ae_ldi Project Final EIR 5-102 Section 5 protecting drinking water resources from contamination and they avoid costly treatment to remove pollutants. In California, the Drinking Water Source Assessment and Protection (DWSAP) program fulfills these federal mandates. The California State Water Resources Control Board Division of Drinking Water is the primary lead agency for developing and, implementing the DWSAP program and responsible for performing the assessments of existing groundwater sources, OCWD was a contributing, working member of the technical advisory committee convened to assist California Department of Public Health with development of the DWSAP, which was submitted and approved by EPA in 1999, Drinking Water Standards California's Safe Drinking Water Act requires California State Water Resources Contra] Board Division of Drinking Water to administer laws relating to drinking water regulation, including setting and enforcing both Federal and State drinking water standards and administering water quality testing programs. Current drinking water regulations include both primary and secondary standards (California Code of Regulations Title 22) Compliance with primary standards is mandatory, because these standards are based an potential health effects on water users. Secondary standards are those parameters that may adversely affect the aesthetic quality of drinking water, such as taste and odor. These standards are not Federally enforceable, although California State Water Resources Control Board Division of Drinking Water reserves the right to enforce secondary standards when warranted. The primary standards define MCLs that cannot be exceeded by any public or private water system. State law requires California Department Of Public Health to set each MCIL as close to the corresponding Public Health Goal (PHG) as !is economically and technically feasible, placing primary emphasis on the protection of public health. The PHG, as determined by the California Office of Health Hazard Assessment (OEHHA), is the concentration of constituents that do not pose any significant risk to public health, and which contributes to the determination of MCLs. When the economic impact on water Suppliers and consumers proves excessive compared to the reduction in health risk, California State Water Resources Control Board Division of Drinking Water has the authority to set the MCL above the level of the PHG. Additionally, when current testing or treatment technology proves Cannot reliably ensure drinking water contamination levels would be at or below the PHG, California State Water Resources Control Board Division of Drinking Water can set the I above the level of the PHG. Notification Levels are not enforceable standards, but instead serve as advisory or recommended levels. If a constituent is detected above its Notification Level in a drinking water source, Health and Safety Code §116455 requires timely notification of the local governments by Mid Basin Centennial Park �j dn.V\LpI1I Project Final EIR 5-103 g 204 Section 5 drinking water suppliers. California State Water Resources Control Board Division of Drinking Water recommends that suppiliers, inform their customers about the presence of the constituent, and about associated health concerns. Additionally, suppliers are recommended to remove the source from service when a contaminant significantly exceeds Notification Level concentrations. This specific recommendation depends on the toxicological endpoint (i.e., cancer risk or non-cancer effects) that provides the basis for the Notification Level, State of California Porter Cologne Water Quality Control Act The Porter Cologne Water Quality Act of 1967 requires the SWRCB and the nine RWQCBs to adopt water quality criteria for the protection and enhancement of Waters of the State of California, including both surface waters and groundwater. The SWRCB sets statewide policy and together with the RWQCB, implements State and Federal water quality laws and regulations. Each of the nine regional boards adopts a Water Quality Control Plan or Basin Plan. The project area is included within the Santa Ana River Basin Plan. As shown in Table 28 the Basin Plan divides the Santa Ana River into 6 reaches. Centennial Park and Heritage Museum are both adjacent to Reach 1 of the Santa Ana River, Table 28: Reaches of the Santa Ana River Reach Reach 1 Location Tidal Prism to 17" Street Reach 2 17" Street to Prado Dam Reach 3 Prado Dam to Mission Boulevard Reach 4 Mission Boulevard to San Jacinto Fault Reach 5 Sari Jacinto Fault to Seven Oaks Dam Reach 6 Seven Oaks Darn to Headwaters Santa Ana River Basin Plan Beneficial Uses The Santa Ana River Basin (Basin Plan) designates beneficial uses for waters in the Santa Ana River Watershed and provides quantitative and narrative criteria for a range of water quality constituents applicable to certain receiving water bodies in order to protect these beneficial uses. Specific criteria are provided for the larger water bodies within the region as well as general criteria or guidelines for ocean waters, bays and estuaries, inland surface waters, and groundwater basins, The beneficial uses in the Basin Plan are described in Table 29. IQ Mid Basin Centennial Park �je&2kbProject Final FIR 5-104 Section 5 NOW&I-DiNIM1111 Abbreviation Beneficial ljse GWR Groundwater Recharge waters are used for natural or artificial recharge of groundwater for purposes that may include, but are riot limited to, future extraction, maintaining water quality or halting saltwater intrusion into freshwater aquifers. REG 1 Water Contact Recreation waters are used for recreational activities involving body contact with water where ingestion of water is reasonably possible. These uses may include, but are not limited to swimming, wading, water skiing, skin and Scuba diving, surfing, whilewater activities, fishing and use of natural hot springs, REC 2 Non-Contact Water Recreation waters are used for recreational activities involving proximity to water, but not normally body contact with water where ingestion of water would be reasonably possible. These uses may include, but are not limited to picnicking, sunbathing, hiking, beachcombing, camping, boating, tide pool and marine life study, hunting, sightseeing and aesthetic enjoyment in-conjunction with the above, activities, WARM Warm waters support warm water ecosystems that may include but are not limited to, preservation and enhancement of aquatic habitats, vegetation, fish, and wildlife, including invertebrates. LWARM- Limited Warn Freshwater Habitat waters support warn) water ecosystems which are severely limited in diversity and abundance. COLD Gold Freshwater habitat waters support coldwater ecosystems. BIOL Preservation of Biological Habitats of Special Significance waters support I designated areas of habitats. WILD Wildlife Habitat waters support wildlife habitats that may include, but are not limited to the preservation and enhancement of vegetation and prey species used by waterfowl and other wildlife, RARE Rare, Threatened or Endangered Species (RARE) waters support habitats necessary for the survival and successful maintenance of plant or animal species designated under state or federal law as rare, threatened or endangered. MUN Municipal and Domestic Supply waters are used for community, military, municipal or individual water supply systems, These uses may include, but are not limited to drinking water supply. AGR Agricultural Supply waters are used for farming, horticulture or ranching. These uses may include, but are not limited to irrigation, stock watering, and support of vegetation for range grazing. IND Industrial Service Supply waters are used for industrial activities that do riot depend primarily on water quality. These uses may include, but are Mid Basin Centennial Park �166'n Wroject Final EIR 5-105 -i Section 5 Waters bodies potentially affected by the Mid Basin Centennial Park Injection Well Project includes; the Santa Ana River Reach 1, Greenville Banning Flood Control Channel, Centennial Lake and the Orange County Groundwater Basin. According to the Basin Plan, the Greenville Banning Flood Control Channel and Centennial Lake have not been identified for Beneficial Uses. The beneficial uses for Santa Ana River Reach 1 and the Orange County Groundwater Basin are shown in Table 30. Table 30: Beneficial Uses Beneficial Use Municipal Agriculture not limited to maiing, cooling water supply, hydraulic conveyance, gravel Orange County Groundwater Basin x x washing, fire protection and oil well depressurization. PROC Industrial Process Supply waters are used for industrial activities that Industrial Processes depend primarily on water quality. These uses may include, but are not x limited to, process water supply and alb uses of water related to product NL x manufacture or food preparation NAV Navigation waters are used for shipping, travel, or other transportation by NL private, commercial or military vessels POW Hydropower Generation waters are used for hydroelectric power Wild Waters generation, Comm Commercial and Sport fishing waters are used for commercial or NL recreational collection of fish or other organisms AGR Agricultural Supply waters are used for farming, horticulture or ranching. These uses may include, but are not limited to irrigation, stock watering, and support of vegetation for range grazing Waters bodies potentially affected by the Mid Basin Centennial Park Injection Well Project includes; the Santa Ana River Reach 1, Greenville Banning Flood Control Channel, Centennial Lake and the Orange County Groundwater Basin. According to the Basin Plan, the Greenville Banning Flood Control Channel and Centennial Lake have not been identified for Beneficial Uses. The beneficial uses for Santa Ana River Reach 1 and the Orange County Groundwater Basin are shown in Table 30. Table 30: Beneficial Uses Beneficial Use Municipal Agriculture Santa Ana. River Reach I NL NL Orange County Groundwater Basin x x Industrial NIL x Industrial Processes NL x Groundwater Recharge Recreation 1 NL x NIL NL Recreation 2 x NL Warm Waters I NL Wild Waters I NL Rare Waters NL NL NL Not UWA, X P'e'SW'L O' Pnte,Otial US0. Ik MWInittonl Benefimal Use �Q,, ) Mid Basin Centennial Park Lje&k Project Final EIR 5-106 Section 5 Water Quality Objectives The RWQCB establishes water quality objectives in the Basin Plan to ensure the protection of beneficial uses, including the protection of water quality of the Orange County Groundwater Basin, According to the Basin Plan, no water quality objectives have been established for the Greenville Banning Flood Control Channel and Centennial Lake. The water quality objectives for the Santa Ana River Reach 1 and the Orange County Groundwater Basin are shown in Table 31. Table 31: Water Quality Objectives Reach TDS HARD Na CI I TIN � 504 � COD Santa Ana River Peach I NL NL NL NL NL NL NL Orange County Groundwater Basin 580 NIL NL NL 3A NL NL NIL. Nol Listed (I F IV(-,' YPW I Moving Averuge rxnc,en1rMxmI in Lhttt; (.,F Mifligraiii.9 Per Lilei Orange County Water District Groundwater Water Management Plan The Groundwater Management Plan identifies the OCWD's goals, and basin management objectives in protecting and managing the Orange County Groundwater Basin. The Groundwater Management Plan also describes factors for the OCWD's Board of Directors to consider in making decisions regarding how much pumping the basin can sustain. Specific projects that could be developed as a result of recommendations Would be separately reviewed and approved by the OCWD's Board! of Directors and processed for environmental review prior to project implementation. The Groundwater Management Plan does not commit OCWD to a particular program or level of basin production, but describes the factors that would be considered and key issues as the Board of Directors makes basin management decisions on a regular basis each year. Potential projects that are conceptually described in the Groundwater Management Plan are described in more detail in the OCWD's Long-Term, Facilities Plan. OCWD's goals in managing the Orange County Groundwater Basin are as follows: To protect and enhance the groundwater quality of the Orange County groundwater basin; • To protect and increase the sustainable yield of the basin in a cost effective manner; and n If Project Final EIR 5-107 Mid Basin Centenniial Park Section 5 • To increase the efficiency of OCWD operations OCIND Groundwater Quality Protection Policy OCWD conducts extensive programs aimed at protecting the quality of the water in the Orange County Groundwater Basin. These programs include groundwater monitoring and participation in watershed water quality studies and regulatory programs. Additionally, OCWD provides technical assistance to local water Suppliers on the preparation of the State of California Drinking Water Source Assessment Program. The program requires all well owners to prepare a drinking water source assessment and establish a source water protection program for all new wells. Through its monitoring program and participation in the State of California Drinking Water Source Assessment Program, OCWD can effectively monitor groundwater quality. City of City Santa Ana General Plan The following objectives, policies and programs from the City of Santa Ana General Plan are relevant to the Proposed Project. • Provide sufficient water of adequate quality for all users. • Conserve water resources in commercial, industrial, residential and recreational uses, • Support identification and development of new sources of water, • Encourage multiple use of water and other natural resource facilities, such as reservoirs and flood control channels. 5.7.3 Threshold of Significance 1 Would the project violate Regional Water Quality Control Board Water Quality standards or waste discharge standards? 2. Would the project substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table? I Would the project substantially alter the existing drainage pattern of the site or area, including through the alteration of the Course of a stream or river, in a manner which would result in flooding on or offsite? 4. Would the project substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of Q:l Mid Basin Centennial Park I 2g6Qniffroject Final EIR 5-108 Section 5 surface runoff in a manner which would result in substantial erosion or siltation on-or off-site? 5. Would the project create or contribute runoff water which would exceed the capacity of existing or planned storm water drainage systems or provide substantial additional sources of polluted runoff. 6. Would the project otherwise degrade water quality? 7, Would the project place within a 100 -year flood hazard structures which would impede or redirect flood flows. 5.7,4 Project Impacts IMPACT HWQ-1: Would the project violate Regional Water Quality Control Board Water Quality standards or waste discharge standards? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. Recycled water from OCWD GWRS System would not be injected into the groundwater basin at Centennial Park and there would be no potential for conflicts with the Santa Ana River Basin Plan or RWQCB standards regarding use of GWRS recycled water to replenish the Orange County Groundwater Basin. Alternative 2: Proposed Project The Source of water for the Mid Basin Centennial Park Injection Well Project Would be advanced recycled water from GWRS water treatment plant. The use of the GWRS recycled water for groundwater replenishment would be permitted under RWQC13 Order RS-2004-0002, and subsequent amendment 88 -2008- 0058. These two permits specify water recycling requirements for the GWRS. Compliance with the Regional Water Quality Control Board permit requirements would ensure that the use of GWRS as the source of water for the Mid Basin Centennial Park Injection Well Project would not violate Regional Water Quality Control Board recycled water quality standards, Beneficial Uses The Greenville Banning Flood Control Channel and Centennial Lake are not included, in the Basin Plan and have not been identified for beneficial uses. Therefore, no conflicts with beneficial uses for these two bodies would occur. Santa River Reach 1 has been identified for REC 1 and REC 2 Beneficial Uses and Intermittently Beneficial Uses for Warm and Rare Waters. The Proposed Project would not discharge waters or materials or involve any activities that would be in conflict with Beneficial Uses established for Santa Ana River Reach 1. rrm Mid Basin Centennial, Park A'1&_r2Vf6 Project Final EIR 5-109 Section 5 The Proposed Project involves the construction of a series of injection wells to replenish the Orange County Groundwater Basin. The source of water for injection wells Would be advanced treated recycled water from the GWRS water treatment plant, The ground water that would be replenished with GWRS water would be consistent with beneficial uses identified in the Basin Plan, in that the waters would be available for the following beneficial uses Municipal Water Supply, Agriculture, Industrial and Industrial Processes. Water Quality Objectives The source of water for Proposed Project would be recycled water from OCWD GWRS water treatment plant. The RWQCB order that permits GWRS water to replenish the groundwater basin requires that the GWRS water meet all water quality objectives in the Basin Plan, The implementation of the Proposed Project would not conflict with water quality objectives identified in the Basin Plan, Section 303 (d) Impaired Water Bodies The construction and operation of the Proposed Project would not discharge elevated levels of indicator bacterial into Reach 1 of the Santa Ana River, Therefore, the implementation of the Proposed Project would not further impair any Section 303 (d) listed water body. Alternative 3: Reduced Intensity Alternative Under Alternative 3, potential conflicts and impacts to Basin Plan beneficial uses, water quality objectives and Section 303 (d) listed water bodies would be at the same level as the Proposed Project. No adverse impacts would Occur. Alternative 4: Pipeline Design Alternative Under Alternative 4, potential conflicts and impacts to Basin Plan beneficial uses, water quality objectives and Section 303 (d) listed water bodies would beat the same level as the Proposed Project, No adverse impacts Would occur, Mitigation Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4, No adverse impact Mtd Basin Centennial Park I ig6nJill Project Final EIR 5-110 Section 5 IMPACT HW Q-2: Would the project substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the tonal groundwater table? Alternative 1: No Federal Action /No Project Under Alternative 1, the project would not be implemented. The injection wells within Centennial Park would not be constructed and there would not be any increase in groundwater recharge capacity within the project area. Alternative 2: Proposed Project Groundwater Supply Within Centennial Park groundwater was identified to occur at 13 feet to 23 feet below the ground surface. Depending on the depth of excavation for the underground vaults and where the construction would be conducted, groundwater could be encountered and groundwater dewatering activities could be required. The groundwater would be discharged into a local storm drain and then into the Greenville Banning Channel. The amount of ground water discharged from the dewatering activities would be minimal compared to the overall amount of water in the groundwater basin and would have a less than significant impacts on groundwater supplies. The Mid Basin Centennial Park Injection Well Project would add an estimated 12 MGD of additional groundwater recharge capacity into the Orange County Groundwater Basin. Additionally, the operation of the Mid Basin Centennial Park Injection Wells Project would free up capacity in other OCWD recharge facilities to allow for the capture of additional amounts of storm flow for groundwater recharge. Implementation of the Proposed Project would', have a beneficial impact on groundwater supplies. Demonstration Mid -Basin Injection JCWD's Demonstration Mid -Basin Injection (DMBI) Project infrastructure includes one full -scale injection well (MB1 -1) equipped with a dedicated back flushing pump; associated pipelines and appurtenances for GW RS injection water supply and back flush discharge; and two, multi -zone, nested, down gradient groundwater monitoring wells (SAR -10 and SAR -11). Injection operations at well MBI -1 began in April 2015. The injection flow rate has varied from approximately 1.5 to 2 million gallons per day (MGD). Backwash events are conducted to maintain the injection performance and occur for an approximate duration of 40 minutes of continuous pumping at a flow rate of 3,000 gallons per minute. Backwash events are currently conducted with MBI -1 approximately three times per week. k Mid Basin Centennial Park 9iP97A Project Final E I R 5 -111 Section 5 Both in the lead up to and then after the onset MBI-1 injection operations, groundwater quality data has been collected from down gradient monitoring wells SAR-10 and SAR-11 1 to track the fate and transport of recycled water, as well to monitor post-injection water quality. In 2015, monthly sampling of monitoring well SAR-10 occurred in the lead up to MBI-1 injection operations, with biweekly sampling commencing thereafter, Quarterly sampling occurred at SAR-1 1 until late May 2015, after which bi-weekly sampling began. Chloride is a conservative tracer, and thus the arrival of GWRS water at a monitoring well can be inferred from the progressive change in quality with each well zone by comparing the pre-injection concentration (-13-18 mg /L, depending on the specific zone) to the GWRS injection supply (-10 mg/L currently). Sulfate is typically considered less conservative in the subsurface, but features a greater difference between the background concentration (-39-44 mg/L) as compared to the current GWRS injection supply (-1 mg/L), Both chloride and sulfate show the clear arrival of GWRS water at all zones, first at SAR-1 0 (ranging between -1 -4 weeks, depending an the zone) and then at SAR-1 1(-6-12+ weeks). The mobilization of arsenic from aquifer sediments has been observed at some locations down gradient of GWRS water injection at the Talbert Seawater Intrusion Barrier and surface recharge in the Anaheim Forebay area. Arsenic and chloride trends from monitoring wells SAR -10 and SAR-1 I were evaluated to assess the potential for arsenic mobilization due to injection at MBI-1. At SAR- 10, the pre-injection background arsenic concentration ranged from non-detect (ND; less than 1 ug/L) to 2.5 ug/L', with the arrival of GWRS water, concentrations have increased to as high as 6.5 uglL. SAR-1 0 zones 2 and 4 appear to have reached peak arsenic concentrations of 3-0 ug/L and 3,4 ug/L before beginning a downward trend, The Maximum contaminant level (MCL) drinking water limit for arsenic is 10 ug/L. Vanadium is regulated as a notification level (NL) and response level (RL) contaminant in drinking water by the California State Water Resources Control Board's Division of Drinking Water (DDW). The NL is 50 ug/I and the RL is 500 ug/L. Public water system well owners are required to notify the local governing boards (e.g., city council) when a well exceeds the NIL, but the well may remain In service. If the RL is exceeded, then DDW recommends the well be taken out of service. Minor mobilization of vanadium has been previously observed with the arrival of GWRS water in the subsurface at small number of monitoring wells, but with all increases being temporary and remaining well below the 50 ug/L NL Vanadium trends from monitoring well SAR-1 0 were evaluated. The SAR-1 0/1 zone increased from a background concentration of 4-5 ug/L to a maximum of 27,3 LJg/L with the arrival of GWRS water, before subsequently declining to 16,2 ug/L. qW -24;Project Final EIR 5-112 Mid Basin Centennial Park gp6n ( Section 5 Similarly, zone SAFE -10/2 increased to .a MaXiMUM Of 10.3 Ug/L, before subsequently declining to 8,9 ug/L. Zone SAR-10/3 has remained non,-detect (ND, less than 1 ug/L) before and after the arrival of GWRS water. Zone SAR- 1014 has displayed the most significant shows a significant increase in vanadium with the arrival of GWRS water increasing, from approximately 3 ug/L to a maximum of 311 ug/L, before subsequently declining to 137 ug/L. For data from monitoring well SAR-1 1, none of the three zones at this well show any discernible change in vanadium concentration with the documented initial arrivals of GWRS water. Vanadium typically displays rerfox behavior similar to chromium, generally portioning strongly onto solids under reducing conditions and more weakly under oxidizing conditions. However, no increases in chromium have been observed at either SAR-10 or SAR-1 1 with the arrival of GWRS water. Field parameter data from monitoring well SAR-1 0 include dissolved oxygen (DO), oxidation-reduction potential (ORP), pH, and temperature. Since the arrival of GWRS water as SAR- 10, zone 2 has shown a steady increase in DO from approximately 3 mg/L to nearly 6 mg/L, while zone I to has decreased from approximately 3 mgJL to <2 mg/L. Zones 3 and 4 have largely remained at their background levels of 0-2 mg/L. ORP levels in all SAR-1 0 zones 1, 2, and 3 haven't changed significantly with the arrival of GWRS water. The SAR-1 0/4 has displayed a shift from a pre-injection negative ORP to generally positive ORP post-GWRS water arrival; this may help explain the observed mobilization of vanadium in this zone. The field-measured pH in all SAR-1 0 zones has increased steadily with the arrival of GWRS water, from a pre-injection level of -7.5 - 8.0 to 8.0 - 8.7. Similarly, the field-measured temperature in all SAR-10 zones has also increased. Iron and imanganese are two naturally-occurring groundwater constituents that are sensitive to redox conditions in the aquifer. Result at SAR-1 0 for iron and manganese do not show any dear trends with the arrival of GWRS water. NDMA concentrations were evaluated at monitoring well SAR-1 0. Prior to the onset of injection at MBI-1, all zones were consistently ND for NDMA. Since the beginning of injection, concentrations across all zones at the well have varied between 2 - 10 ng/L. The DDW NIL for NDMA is 10 ng/L and the RL is 300 ng/L. Appendix F provides a more detailed discussion of the groundwater quality data. The groundwater quality data from monitoring wells SAR-1 0 and SAR-11 1 indicate that though there are some increases in arsenic, vanadium, and NDMA concentrations, these increases are temporal in nature and localized and are not anticipated to negatively impact water quality such that water quality standards would be violated or beneficial uses of the water would be impaired. Therefore, water quality impacts are determined to be less than significant, Mid Basin Centennial Park gj§&r�40Project Final EIR 5-113 �k..o Section 5 As a part of the DMBI project and the Proposed Project, OCWD would continue monitoring groundwater quality at wells SAR-10 and SAR-11 1 and the new monitoring well to be constructed. The groundwater quality monitoring program would include meta9s, major ions, nutrients, field parameters, and Title 22 organics. The data from the groundwater quality monitoring program would be reviewed by0CWD to ensure that operation of the injection wells does not adversely impact groundwater quality. Additionally, data from the Proposed Project would be reviewed annually with the Independent Advisory Panel established by the National Water Research Institute for the Groundwater Replenishment System, Groundwater Quality-Buffer Area Analysis Current State of California's regulations regarding Groundwater Replenishment Reuse Projects (GRRPs), such as OCWD GWRS, were made final by the California Department of Public Health and formally adopted in 2014. Immediately thereafter, the Drinking Water Division (DDW) responsible for developing the GRRP regulations was transferred from CDPH to the State Water Resources Control Board (SWRCB). The GRRP regulations require a minimum subsurface response retention time (RRT) of two months for Full Advanced Treatment (FAT) projects, along with pathogen log-removal standards that Could require additional subsurface residence time. These RRT requirements call for establishing both primary and secondary boundaries (i.e,, buffer areas); the primary boundary is the traditional area in which the construction of new drinking water wells would be restricted, while the secondary boundary is a zone of potential controlled potable well construction, within which the operation of future new well could extend otherwise materially affect the primary boundary, thereby requiring further study and potential mitigating activities prior to potable well construction. A three-month primary buffer area was derived using the Talbert Gap Barrier Model. This is based on CDPH's prior approval of a three-month primary buffer for the recharge of GWRS water in the OCWD Anaheim Forebay. In order to estimate the shortest residence time to an active drinking water well and the farthest estimated extent of the 3-month buffer area under potential future injection conditions, a model simulation period was selected from November 2011 to June 2012, This period was selected based on an examination of historical groundwater levels since 2008 that represented a period during which the groundwater gradient was calculated to be steepest from the Mid Basin injection project area toward the nearest drinking water production wells, thereby causi:ng the most rapid groundwater flow velocities. Mid Basin Centennial Park2j5-CrZOLSProject Final EIR 5-114 Section 5 An injection rate of 3 VIGD was assumed in the Simulation for existing MBI-1 and for each of the four proposed Centennial Park injection wells. This rate represents the maximum likely injection rate of the injection wells based on the preliminary testing of the existing MBI-1 demonstration well, local hydrogeological conditions, and the availability of G,WRS water. The targeted screen intervals for the proposed injection wells would be similar to those at MBI- 1, encompassing two model aquifer layers (Layers 9 and 11), representing the Omicron/Upper Rho and Main aquifers, respectively. The modeled injection rate was apportioned across the two layers according to their respective local transr-nissivity values. The particle tracking code MODPATH was used to estimate the underground retention time. The results of the MODPATH simulations show that particles in the Omicrom/Upper Rho aquifers (Layer 9) moved much faster than those in the Main aquifer (Layer 11) due to the larger calibrated hydraulic conductivity value in Layer 9. Therefore, only results from Layer 9 are presented here to represent the shortest residence time to a drinking water well. As shown in Figure 17, the primary buffer area was generated by connecting the, model-derived particle locations three months after they would be released. The buffer area is a composite area that encompasses all five injection wells. The closest wells to the primary buffer area would be IRWD-11 2 and IRWD-1 7, The particle tracks in Figure 6 show that particles released at the injection wells would initially radiate away from the injection well locations in all directions, but would predominantly travel to the south and southeast toward Irvine Ranch Water District (IRWD) production wells IRWD-12 and IRWD-17, both of which are screened in Layer 9 and Layer 11. Each small arrow depicted in Figure 17 along the particle tracks represents one month of subsurface travel, The earliest particle arrival time to production wells would be well RWD -17 in approximately 16 months, The estimated injection water arrival time to well IRWD-12 would be approximately 34 months. As shown in Figure 18, the travel direction of the particles would be consistent with the known Principal aquifer groundwater flow gradient in the area. The travel times to wells IRWD-1 2 and IRWD-1 7 calculated by the model would be well in excess of the CDPH1 RRT requirement of three months, Secondary Boundary As mentioned above, a secondary boundary is required by the GRRP Regulations, and its extent would be based on the potential primary boundary expansion when new well and/or increased pumping occurs in the zone between, the primary boundary and the secondary boundary, potentially resulting in groundwater flow gradient changes that could expand or otherwise affect the primary boundary. The secondary boundary was generated using the same Mid! Basin Centennial Park 2jMZMProject Final EiR 5-115 Section 5 approach described above but using the model - derived particle 4 -month travel time area. This is based on CDPH's approval of a four-month secondary buffer for the recharge of GWRS water in the Anaheim Forebay. The model shows that no existing active drinking water production wells would lie within the three-month or four-month buffer areas. Mounding Analysis Mounding (increase in groundwater levels) and potential effects on groundwater flow conditions that could occur as a result of the injection in the mid-basin project area were estimated using an existing numerical groundwater flow model that encompasses the project area and the Talbert Gap Barrier Model. The proposed injection would occur in the Omicron/Upper Rho (Layer 9) and Main aquifers (Layer 11), which are confined aquifers. It was assumed that three million gallons per day (MGD) would be injected at each well location in model Mayers 9 and 11. The injection rate was based on the hydrogeological condition of the area and the availability of GWRS water. Additionally, to be conservative, a twelve-month continuous injection period was assumed to reach, maximum mounding potential. During this period, production wells around this area were operated within their typical historical capacities. To evaluate potential mounding from the injection wells, two simulations were performed: A baseline simulation, in which no mid-basin injection was considered, and an injection Simulation, in which a constant injection amount of 3 MGD was applied to each of the one existing and four proposed mid-basin injection wells. For visual comparison, the simulated water level contours in the Omicron/Upper Rho aquifers (Layer 9) are shown in Figure 18 for both the baseline and proposed injection simulation. Figure 18 shows that, although the shapes of the groundwater contours are different between the two simulations in the immediate vicinity of the injection area, the general direction of groundwater flow would be to the south /southeast in the two simulations. Although the general groundwater flow direction did not appreciably change, the steepness of the hydraulic gradient caused by the mounding was estimated to increase by 1.1 x10`' feet/feet within a 1 -mile radius of the injection area. This represents an increase of 30 percent from the baseline hydraulic gradient of 3,6xl 0-3feet/feet in this area. The estimated hydraulic gradient increase is minimal beyond one mile from the injection site, Mid Basin Centennial Park2jSGr247Project Final EIR 5-116 Section 5 Figure 17: Primary and Secondary Buffer Areas Mid Basin Centennial Park lugenjf6Project Final FIB 5-117 Section 5 Figure 18: Simulated Groundwater Levels with and without Proposed Mid- Basin Injection Mid Bastin Centennial Park ig nifbProject Final EIR Section 5 The resulting water level change, or mound in the Onnicron/Upper Rho aquifer (Layer 9), was contoured and is shown in Figure 19. The results show that after 12 months of constant mid-basin injection, groundwater mounding directly at the injection wells would be approximately 16 feet. The mounding would decrease to 4 feet at approximately 2 miles from the injection wells and would decrease to 2 feet approximately 4 miles from the injection wells. Identification of Possible Contaminant Plumes in Proximity to Mid-Basin Injection Project Area The proposed mid-basin injection wells are located within portions of Centennial Park. A record search and site reconnaissance of the project site and adjoining properties was conducted to identify if there would be potential environmental concerns within the vicinity of the proposed injection Wells The Centennial Park property was listed by DISC as a proposed school investigation site subject to an investigation in 2001, due to past usage as agricultural land (row crops). DTSC subsequently determined that there were not any environmental concerns and that no further action was required at the site after a Preliminary Endangerment Assessment was completed in 2002. The site was subsequently developed as Godinez High School. The following research was conducted to identify possible groundwater contamination in proximity to Centennial Park. Reviewed Phase I Environmental Site Assessment report, which includes regulatory records reviewed to identify sites within one mile of the subject property for possible hazardous waste releases or other clocurnented environmental concerns. Identified wells, that have been sampled for water quality analyses within two miles of the subject property, and conducted an OCWD Water Resources Management System (WRMS) database query for contaminants present in those wells. Mid Basin Centennial Park Project Final EIR 5-119 Section 5 Figure '19. Calculated Mounding frorn Proposed Mid-Basin Injection Mid Basin Centennial Park 28tr:�Jj Project Final EIR 5-120 Section 5 Regulatory Records Review As part of the Phase I Environmental Site Assessment local agencies such as Orange County Fire Authority (0CFA), Orange County Health Care Agency (OCHCA), California Department of Toxic Substances Control (DTSC), and State Water Resources Control Board (SWRCB) were contacted, and State and Federal databases were reviewed to determine if Centennial Park, or any adjacent properties, were listed as hazardous waste generators, underground storage tank releases (UST), or as having other environmental concerns (i.e., spill, leak, or above-ground tank). Environmental sites identified within one mile of the project site are shown in Figure 20, Based on the review of available environmental database and other readily accessible regulatory information, none of the sites identified Figure 20 showed any evidence of existing environmental concerns related to a release of hazardous substances or petroleum products on either Centennial Park or any adjacent properties. Because there is no evidence of presence of a contaminated of plume in the vicinity of the injection well sites, there would be no concern the potential ground water mounding from the injection wells would cause an existing contaminated plume to migrate. Additionally, it is noted that the groundwater mounding occurs in the deeper aquifers and does not affect the shallow aquifer. Vapor Encroachment Screen A Vapor Encroachment Screen (VES) for Centennial Park property was performed to evaluate whether sites that store or dispose Of potential chemicals of concern or have documented releases, could migrate as vapors onto the property. The Vapor Encroachment Screen (VES) performed at the subject property concluded that then- is no potential Vapor Encroachment Condition, due to the lack of known or suspected contaminated properties within the property, Groundwater Quality Data Numerous wells have been installed throughout the Orange County Groundwater Basin by OCWD and other entities. OCWD uses these wells to monitor groundwater quality and groundwater levels throughout the basin. All wells that have been sampled for water quality analyses within two miles of mid -basin injection area are shown in Figure 21 and were queried from OCWD's WRMS for constituents with a State or Federal Primary Maximum Contaminant Level (MCL) or State Notification Level (NL) between May 1, 2005 and May 1, 2015, The water quality data from nearby wells and regulatory records indicate absence of groundwater contamination plumes within two miles of the mid-basin injection site. Mid Basin Centennial Park Adld�� Project Final EIR 5-121 Section 5 Figure 20: Environmental Site Assessment Identified in Phase 1 within One- Mile of Mid-Basin injection Mid Basin Centennial Park j rn Preject Final EiR 5-122 Section 5 Figure 21: Wells within 2 Miles of Mid-Basin Injection Mid Basin Centennial Park 1 e r roject Final EIR 5 -123 82i� Section 5 Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well would be developed. An additional 9 MGD of groundwater recharge capacity would be provided to the Orange County Groundwater Basin, Compared to the Proposed Project, there would be a decreased amount of groundwater recharge capacity, Under Alternative 3, MBI-2 would not be implemented. Without the operation of M131-2, the flow path from MBI-2 would narrow and the travel' time to wells, IRWD- 17 would increase. Similar to the Proposed Project, Alternative 3 would provide the required primary and secondary buffer area. Additionally, with one less injection well there would be reduced groundwater mounding. Similar to the condition of the Proposed Project, no existing contaminated plumes have been identified in the project area. Therefore, there would be no concern that groundwater mounding from the injection wells would cause existing contaminated plumes to migrate. Alternative 4: Pipeline Design Alternative Under Alternative 4, an alternative pipeline alignment would be constructed. Potential increases in ground water supplies would be the same as the Proposed Project. Because Alternative 4 would have the same amount of wells and in the same locations as the Proposed Project, there would be no conflicts in meeting the 3-month primary buffer area and the 4 -month secondary buffer requirement. No existing contaminated plumes have been identified in the project area. Similar to the Proposed Project there would be no concern that the groundwater mounding from the injection wells would Cause existing contaminated plumes to migrate. Mitigation Measures No mitigation measures required Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2. Beneficial impact Alternative 3: Beneficial impact Alternative 4: Beneficial impact IMPACT HWQ 1 Would the project substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which, would result in flooding on or offsite? Mid Basin Centennial Park �j 6anj bProject Final EIR 5-124 Section 5 Alternative 1: No Federal Action/No project Under Alternative 1, the project would not be implemented. There would riot be any injection wells constructed in Centennial Park and there would be any need to back flush well water into Centennial Lake or into the Greenville Banning Flood Control Channel. There would be no change to existing flood risks at Centennial Lake or at the Greenville Banning Flood Control Channel. Alternative 2: Proposed Project Under the Proposed Project, water from the Centennial Park injection wells is proposed to be back flushed into the Centennial Lake or into the Greenville Banning Flood Control Channel. Typically, the back flushing operations would occur weekly or every two weeks and could discharge up to 70,000 gallons of well water per minute into Centennial Lake. If a single well back flush occurs the water level in the lake would rise 0.3 inches, Assuming a worst case condition that all four wells were back flushed in one day, a total of 280,000 gallons of water would be discharged into Centennial Lake, The water level in the lake would rise 1.2 inches. Typically, Centennial) Lake maintains 2-3 inches of freeboard in the lake elevation before spilling into an overflow structure that drains into the Greenville Banning Flood Control Channel. Therefore, typically during dry periods the back flushing would not cause the water elevation in Centennial Lake to spill over into the Greenville Banning Flood Control Channel or topple over and cause localized flooding in Centennial Park, In the event there is not sufficient freeboard during dry periods, OCWD would have the flexibility to back flush the wells into the Greenville Banning Flood Control Channel. Assuming a worst case condition that all four wells are back flushed into the Greenville Banningi Flood Control Channel, a total of 7.8 cfs of well water would be discharged into the channel. During dry periods this amount of well water would be an incidental contribution and would not result in significant adverse impacts to the flood control capacity of the Greenville Banning Flood Control Channel, During wet periods and based the intensity of storm conditions there could be the potential that the back flushed water from the injection wells could reduce the flood control capacity of the Greenville Banning Flood Control Channel, OCWD would be required to obtain an encroachment permit from the County of Orange to discharge the back flushed well water into the Greenville Banning Flood Control Channel. Thee encroachment permit would provide conditions to ensure that adequate coordination occurs between the County of Orange and OCWD during storm events to minimize flood risks. With the implementation of Mitigation Measure HWQ-1 potential flood risks along the Greenville Banning Flood Control Chanel would be reduced to a less than significant level. roject Final EIR 5-125 Mid Basin Centennial Park �19&fiAp Section 5 Monthly, the monitoring well at the Heritage MUSPUM Site Would be back flushed as part of the water sampling activities. An average 4,000 to 5,000 gallons of water would be either containerized or discharged in the local storm water system and then into the Greenville Banning Flood Control Channel. The amount of water discharged into the storm water system would not reduce the flood control capacity of the Greenville Banning Flood Control Channel and would not cause localized flooding. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well would be developed. Assuming a worst case that all three wells were back flushed in one day, a total of 210,000 gallons of water would be discharged into Centennial Lake. The water level in the take Would rise .9 inches. During dry periods the back flushing would not cause the water elevation in Centennial Lake to spill over into the Greenville Banning Flood Control Channel or topple and cause localized flooding in Centennial Park. Similar to the Proposed Project, during wet periods, OCWD would coordinate with the County of Orange to determine if there would sufficient flood control capacity within the Greenville Banning Flood Control Channel. With the implementation of Mitigation Measure HWQ-1 potential flood risks along the Greenville Banning Flood Control Chanel would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, back flushing operations would be same as the Proposed Project. With the implementation of Mitigation Measure HWQ-1 potential flood risks along the Greenville Banning Flood Control Chanel would be reduced to a less than significant level. Mitigation Measures HWQ-1: Prior to construction operations OCWD will obtain an encroachment permit from the County of Orange that allows for the discharging of groundwater from the Mid Basin Centennial Park Injection Well Project into the Greenville Banning Flood Control Channel. Level of Impact after Mitigation Alternative 1. No adverse impact Alternative 2 Less than significant with Mitigation Measure HWO-1. Alternative 3: Less than significant with Mitigation Measure HWQ-1. Alternative 4: Less than significant with Mitigation Measure HWQ-1. Mid Basin Centennial Park y I ri 'reject Final EIR 5-126 1-il Section 5 IMPACT" HWQ -4: Would the project substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in substantial erosion or siltation on- or off -site? Alternative 11: No Federal Action /No project Under Alternative 1, the project would not be implemented. There would not be any earthwork activities occurring at Centennial Park or at the Heritage Museum that would expose soils to potential erosion impacts. Alternative 2: Proposed Project Under the Proposed Project, approximately 1.25 acres of area would be disturbed to allow for the construction of the injection well vaults, water supply and back flush pipelines, and shared structures. During earthwork activities there would be the potential that uncovered soils on the project site could be exposed to water erosion and/or wind erosion impacts. Additionally, there would be the potential that construction vehicles and construction equipment could transport sediment onto local streets and into local drainage systems. The Proposed Project would disturb more than one acre of area and would be required to obtain a Construction General Permit from the State Water Resources Control Board. The Construction General Permit requires preparation and implementation of a Storm Water Pollution Prevention Plan (SWPPP) and the filing of a Notice of Intent with the State Water Resources Control Board. With the implementation of Mitigation Measure GEQ -1 potential erosion impacts would be reduced to a less than significant level. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well and reduced amount of pipeline construction would be constructed. Compared to the Proposed Project there would be approximately 4,035 square feet of less soil disturbances and reduced, potential for erosion impacts to occur. Even though there would be decreased amount of soil disturbances, Alternative 3 would still disturb 1.15 acres of area and would be required obtain a Construction General Permit. With the implementation of Mitigation Measure GELD -1 potential erosion impacts would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, the amount of excavation and grading activity would be similar to the Proposed Project. Alternative 4 would disturb more than one acre of area and would be required obtain a Construction General Permit. With the a Mid Basin Centennial Park �, n 61Project Final FIR 5 -127 Section 5 implementation of Mitigation Measure GEO-1 potential erosion impacts would be reduced to a less than significant level. Mitigation Measures GEO-1: Prior to the start of construction OCWD will obtain coverage under the General Construction Permit by the State Water Resources Control Board and in compliance with the permit will file a Notice of Intent with the State Water Resources Control Board and prepare and implement a Storm Water Pollution Prevention Plan. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant with Mitigation Measure GEO-1 Alternative 3: Less than significant with Mitigation Measure GEO-1. Alternative 4: Less than significant with Mitigation Measure GEO-1. IMPACT HWQ-5: Would the project create or contribute runoff water which would exceed the capacity of existing or planned storm water drainage systems or provide substantial additional sources of polluted runoff. Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There Would not be any introduction of new impervious Surfaces or replacement of existing impervious Surfaces at the project site. Within the project area there would be no change to existing rates of storm water runoff. Alternative 2. Proposed Project Construction Surface Water Management Onsite construction activities associated with Proposed Project could generate degraded surface water runoff from the project site into local drainage facilities. To prevent degraded storm water runoff pollutants from entering into existing drainage systems, the construction operations for the Mid Basin Centennial Park Injection Well Project would be required to prepare and implement a Storm Water Poilution Prevention Plan (SWPPP), The SWPPP would contain Best Management Practices to control the surface water runoff and to minimize the potential for it to be conveyed into onsite or offsite drainage systems. With the implementation of Mitigation Measure GEO-1 potential degraded surface water runoff impacts would be reduced to a less than significant level. 0� Mid Basin Centennial Park J 16&ffi Project Final FIR 5-128 Section 5 Long Term Surface Water Management As part of the Proposed Project, water quality requirements (MS4 Permit and local ordinances) must be taken into account. To evaluate the Proposed Project from a water quality perspective, the Proposed Project has been divided into off - site improvements and on-site improvements. Off -Site Improvements (Edinger Avenue) The off-site improvements include the installation of a water line within Edinger Avenue. Installation of utility lines (excluding storm drain) within an existing impervious area are considered exempt from storm water treatment requirements as long as the facility (street, parking lot, etc) receiving the utility is returned back to existing line and grade of the original facility and the original purpose of the facility is maintained. For example, if a water line is added to an existing street, it requires removal of the existing pavement and base layers. Once the water line is installed, the street is repaired to the original line and grade and can serve its original purpose. The Proposed Project would include approximately 6,000 square feet of trenching within Edinger Avenue to accommodate the proposed water supply pipeline. The water supply pipeline improvements would not be subject to water quality treatment requirements based on the requirements noted above. On-Site improvements (within Centennial Park) Within Centennial Park, an additional 45,000 square feet of trenching would occur to Install the water line and electrical conduit. In addition, four injection well vaults would be buried within the existing parking lot totaling 2,200 square feet. The surface of the vaults would be returned back to parking lot surfaces at the original line, grade and purpose. However, the vaults would require approximately 12 surface vault hatches totaling approximately 260 square feet which represents a different surface and purpose than the existing parking lot. Therefore, for conservative purposes, the Surfaces would be incorporated into the impervious surfaces that would count towards the Priority Project WQMP category of "significant redevelopment ". The following improvements for the Centennial Park Mid-Basin Injection Well Project are considered impervious surfaces that would count towards the Priority Project WQMP category of "significant redevelopment": • Shared RecreationYCommunication Structure 1 including rooffine and perimeter sidewalk— 1,731 SF • Shared Recreation/Communication Structure 2 including roofline and perimeter sidewalk - 1, 186 SF • Injection Well Vault Hatches in Parking Lots -260 SF Mid Basin Centennial Park A062A6 Project Final EIR 5-129 Section 5 Total Impervious Surface Addition or Replacement — 3.1'77 S, The total impervious surface improvements do not total 5,000 SF or more, which would be the threshold for a Priority Project Significant Redevelopment, Therefore, the Proposed Project would be considered a Non- Priority Project and would need to prepare a Non-Priority Project Water Quality Plan (NPP). Treatment control BMP's are not required for NPPs. However, the Proposed Project would incorporate 2,045 SF of pervious pavement as a site design feature for a new sidewalk between the Centennial Park parking lot and Shared Recreation/Communication Structure 1, near the Soccer Field complex. The pervious sidewalk would have the capacity to infiltrate the Design Capture Volume (80% Capture Efficiency DCV = 84.1 cu-ft) of the proposed 3,177 SF of impervious area improvements. The soil properties in this area are favorable for infiltration and would be an ideal location for LID BMP implementation. At a design infiltration rate of 0.3 inches/hour and an aggregate base depth of 0.5 feet, a minimum surface area of approximately 481 SF of pervious pavement would be needed (Note. the surface area of pervious pavement is reduced as the aggregate base depth is increased). In this case, there is more pervious sidewalk area than what Would be needed to treat the Design Capture Volume. The Non-Priority Project Water Quality Plan prepared for the Mid Basin Centennial Park Injection Well Project is included in Appendix G. The Water Quality Plan identifies infiltration strategies and storm water control measures to minimize adverse long term storm water management water quality impacts. With the implementation of Mitigation Measure HWQ-2 potential adverse long term storm water runoff management water quality impacts would be reduced to a less than significant level. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well would be constructed. Compared to the Proposed Project there would be less construction activity and less potential for degraded surface water runoff impacts to occur- Similar to the Proposed Project, a SWPPP Would be prepared and implemented to minimize degraded construction storm water runoff impacts. With the implementation of Mitigation Measure GEO-1 potential degraded surface water runoff impacts would be reduced to a less than significant level. Because one less injection Well Would be constructed there would be a slight reduction in the amount of new and/or replaced impervious surfaces. A total of 2,917 square feet of impervious surfaces would be introduced and /or replaced at the project site. The total impervious surface improvements do not total 5,000 SF or rnore, which would be the threshold for a Priority Project Significant Mid Basin Centennial Park Are_rlki Project Final EIP 5-130 Section 5 Redevelopment. Therefore, Alternative 3 would be considered a Non-Priority Project and would need to prepare a Non-Priority Project Water Quality Plan (NPP). The sarne measures and infiltration concepts proposed in the Mid Basin Centennial Park Injection Well Project Non-Priority Water Quality Plan would apply to Alternative 3. With the implementation of Mitigation Measure HWQ-2 potential adverse long term storm water runoff management water quality impacts would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, the amount of excavation and grading activity would be similar to the Proposed Project. Onsite construction activity under Alternative 4 could generate degraded storm water runoff impacts. With the implementation of Mitigation Measure GEO-1 potential degraded surface water runoff impacts would be reduced to a less than significant level. The amount of new and/or replaced impervious surfaces at the project site would be similar to the Proposed Project and would require the preparation and implementation of a Non-Priority Water Quality Plan. The same measures and infiltration concepts proposed in the Mid Basin Centennial Park Injections Well Project Water Quality Management Plan would apply to the Alternative 4, With the implementation of Mitigation Measure HWQ-2 potential adverse long term surface water runoff management water quality impacts would be reduced to a less than significant level. Mitigation Measures CEO-1: Prior to the start of construction OCWD will obtain coverage under the General Construction Permit by the State Water Quality Control Board and in compliance with the permit will file a Notice of Intent with the State Water Quality Control Board and prepare and implement a Storm Water Pollution Prevention Plan. HWQ-2: The final design of the Mid Basin Centennial Park Injection Well Project will incorporate the storm water management program contained in the approved Mid Basin Centennial Park Injection Well Project Non-Priority Water Quality Plan. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant with Mitigation Measure GEO-1 and HWQ-2. Alternative 3: Less than significant with Mitigation Measure GEO-1 and HWQ-2. Alternative 4: Less than significant with Mitigation Measure GEO-1 and HWQ-2. Mid Basin Centennial Park Aeli Project Final EIR 5-131 Section 5 Alternative 1: No Federal Action/No Project Under Alternative 1, the project Would not be implemented. There would be no constructed related activities or long term operations that would have the potential to degrade water quality. Alternative 2: Proposed Project The Proposed Project has been evaluated if it would be in conflict with the current State of California's regulations regarding Groundwater Replenishment Reuse Projects and has subsequently been determined that the Proposed Project would provide the required primary and secondary buffer areas. No long term adverse water quality impacts would be associated with the injection of GWRS waters into the groundwater basin. During excavation operations there could be the potential that groundwater could be encountered and dewatering activities Would be needed. The water from the dewatering activities would be discharged into a local storm drain and then into the Greenville Banning Flood Control Channel. To ensure there are no adverse water quality impacts from the dewatering activities OCWD would obtain and implement a NPDES dewatering permit from the Regional Water Quality Control Board, Additionally, mitigation measures have been incorporated into the Proposed Project to minimize Construction related and long-term surface water run off impacts associated with the construction and operation of the Proposed Project. With the implementation of Mitigation Measure G,EO-1, HWQ-2 and HWQ-3 potential adverse water quality impacts would be reduced to a less than significant level. Alternative 3. Reduced Intensity Alternative Under Alternative 3, long term operation water quality impacts would be the same as the Proposed Project and would be less than significant. Under Alternative 3, there would be a reduced amount of construction activity and reduced potential for adverse construction related water quality impacts to occur. Similar to the Proposed Project, mitigation measures have been incorporated into Alternative 3 to minimize construction related and long -term surface water run off impacts. With the implementation of Mitigation Measure GEO-1, HWQ-2 and HWQ-3 potential adverse water quality impacts would be reduced to a less than significant level. Alternative 4., Pipeline Design Alternative Under Alternative 4, long term operation water quality impacts would be the same as the Proposed Project and would be less than significant. Under :010 Mid Basin Centennial Park �gel`,, 1 JProject Final EIR 5-132 Section 5 Alternative 4 the amount of construction activity and potential for adverse construction related water quality impacts would be similar to the Proposed Project. With the implementation of Mitigation Measure GEO-1, HWO-2 and HWQ-3 potential adverse water quality impacts Would be reduced to a less than significant level, Mitigation Measures Mitigation Measures GEO-1 and HWQ-2 required. HWQ-3: Prior to conducting dewatering activities OCWD will, receive NPDES Dewatering Permit from the Regional Water Quality Control Board. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant with Mitigation Measure GEO-11, HWQ-2 and HWO-1 Alternative 3: Less than significant with Mitigation Measure GIEO-1, HWQ-2 and HWO-3. Alternative 4: Less than significant with Mitigation Measure GEO-1, HWQ-2 and HWO-3. IMPACT HWO-7: Would the project be located within a 100 -year flood hazard? As shown: in Figure 22, the FEMA Flood Hazard Map for the project area indicates that both Centennial Park and the Heritage Museum are designated Flood Zone D, areas with possible but undetermined flood hazards. The Santa Ana River and the Greenville Banning Flood Control Channel are designated Flood Zone X, areas of moderate flooding between the limits of the 100-year flood and 500-year floods. Alternative 1: No Federal Action/No project Under Alternative 1, the project would not be implemented. There would be no change to existing flood hazard conditions at Centennial Park, Heritage Museum, along the Santa Ana River and along the Greenville Banning Flood Control Channel. Alternative 2: Proposed Project The implementation of the Proposed Project would not involve any construction activities that Would increase flood hazard at Centennial Park or at the Heritage Museum, Mid Basin Centennial Park Adf qe roject Final EIR 5-133 Section 5 Figure 22: FEIVIA Flood Hazard Area Mid Basin Centennial Park 20 W;Qnjl It Project Final EIR 5-134 C - 9 Section 5 To provide water Supply to the injection weils, a water Supply pipeline would be constructed that would extend from the GRWS pipeline at the west levee of the Santa Ana River, along the north side of Edinger Avenue Bridge to the east level of the Santa Ana River. To construct the pipeline, the west and east facing levees would require excavation, All of the construction activity would be outside of the channel and once the pipeline connection is made both levees would be returned to their pre-project condition. The proposed construction activity would not compromise the integrity of both levee structures. The excavation activities into the levee would require an encroachment permit from the County of Orange and a 408 permit from the U.S, Army Corps of Engineers. As part, of the submittal for the encroachment permit and 40B permit, OCWD would submit final design plans that would reflect how the construction activities would not adversely impact the integrity of the west levee and east levee. With the implementation of Mitigation Measures HWQ-4 potential adverse effects associated with construction activities along the west and east levee of the Santa Ana River would be reduced to a, less than significant level. To extend the water supply pipeline from the GWRS pipeline to Centennial Park, the water supply pipeline would need to cross the Santa Ana River, The water supply pipeline would be secured along the north facing nose piers of the Edinger Avenue Bridge and would extend along the entire width of the Santa Ana River, The water supply line would be above the high water mark and would not impede flood flows. The securing of the water supply pipeline to the nose piers of the Edinger Avenue Bridge would not involve any construction activities to the foundation of the bridge structure or the river channel substrate. The placement of the pipeline along the Edinger Avenue Bridge would require an encroachment permit from the County of Orange. As part of the Submittal for the encroachment permit OCWD would submit final design plans that would reflect how the pipeline would be designed and constructed to withstand any inadvertent impact that could occur from County of Orange maintenance activities in the event heavy equipment would be used from the top of the bridge to remove any storm debris that might cling on the bridge nose piers during flood flows. With the implementation of Mitigation Measures HWQ- 4 and HWQ-5 potential adverse effects associated with the placement of the water supply pipeline along the nose pier of the Edinger Avenue Bridge would be reduced to a less than significant level. The Proposed Project would not involve any construction activities to the Greenville Banning Flood Control Chanel that would adversely impact the flood control capacity of the channel. A back flush pipeline has been proposed that would discharge water into an existing gutter catch basin that would drain into the Greenville Banning Flood Control Channel. To avoid potential flooding impacts Mid Basin Centennial Park �g7&2g6Project Final EIR 5-135 4k.'V Section 5 the discharging of the back flushed well water into the Greenville, Banning Flood Control Channel would be coordinated with the County of Orange through an encroachment permit. Alternative 3: Reduced Intensity Alternative Under Alternative 3, there would not be any construction activities that would increase flood hazards at Centennial Park or at the Heritage Museum. The implementation of Alternative 3 would involve the same construction activities on the west and east levees of the Santa Ana River and along the nose pier of the Edinger Avenue Bridge, With implementation of Mitigation Measures HWQ-4 and HWQ-5 potential adverse impacts to the west and east levees of the Santa Ana River and along the nose piers of the Edinger Avenue Bridge would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, there would not be any construction activities that would increase flood hazards at Centennial Park or at the Heritage Museum. The implementation of Alternative 4 would involve the same construction activities on the west and east levees of the Santa Ana River and along the nose piers of the Edinger Avenue Bridge. With implementation of Mitigation Measures HWQ-4 and HWQ-5 potential adverse impacts to the west and east levees of the Santa Ana River and along the nose piers of the Edinger Avenue would be reduced to a less than significant levei. Mitigation Measures HWQ-4: Prior to construction activities occurring along the west and east levees of the Santa Ana River OCWD will obtain an encroachment permit from the County of Orange and 408 permit from the U.S. Army Corps of Engineers- ll Prior to placement of the water supply pipeline along the nose piers of the Edinger Avenue Bridge OCWD will obtain an encroachment permit from the County of Orange and as part of the permit conditions will coordinate with County of Orange Flood Operations on the design of the water supply pipeline to ensure it does not impede flood maintenance activities along the bridge during flood events. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: Less than significant with Mitigation Measure HWQ-4 and HWQ-5. Alternative 3: Less than significant with Mitigation Measure HWQ-4 and HWQ-5, Alternative 4. Less than significant with Mitigation Measure HWQ-4 and HWQ-5. 36 Mid Basin Centennial Park nj _ S�PrDject Final EIR 5 -1 Section 5 This section describes existing land uses on and within the vicinity of the project area, land use compatibility conflicts and potential open space and recreation impacts at Centennial Park and at the Heritage Museum. 5.9.1 Affected Environment Existing Onsite Land Uses Centennial Park Centennial Park is an 87 acre community park located in the southwestern area of the City of Santa Ana. The park site is bounded by the Santa Ana River to the west, Fairview Road and the Greenville Banning Flood Control, Channel to the east, Edinger Avenue to the north and Godinez High School to the south. Centennial Park features a combination of active and passive recreational uses that are centered on a large man-made lake. A loop road extends along the perimeter of the park site providing access to various locations in the park including several parking areas. Additionally, included within the park boundaries is the Santa Ana College Centennial Education Center and Child Development Center which provides adult education classes, pre-school age classes, and day care facilities. Heritage Museum The Heritage Museum is a 12-acre cultural and natural history learning center located in the southwestern area of the City of Santa Ana. The Heritage Museum site is bounded by Godinez High School to the north and west, Mitchell Child Development Center to the east, and industrial buildings to the south. The Heritage Museum contains a historic plaza featuring several buildings from the 1890-s, extensive flora gardens, citrus groves, agriculture demonstration garden area and natural wetland areas. 5.9.2 Regulatory Framework City of Santa Ana General Plan and Zoning Code The City of Santa Ana General Plan (Land Use Element designates Centennial Park Open Space and the Heritage Museum Institutional. The Zorring Code designates both sites as Open Space. The following is a listing of land use policies and goals from the City of Santa Ana General Plan that are relevant to the project. • Ensure that the impacts of development are mitigated. • Protect the community from incompatible land uses, Mid Basin Centennial Park �gd'n Project Final EIR 5-137 -is Section 5 • Support land uses which are consistent with the Land Use Element • Provide adequate amount water for all users. • Conserve water resources in commercial, residential and recreation uses. • Support identification and development of new sources of water. • Encourage multiple use of water and other natural facilities such as reservoirs and flood control channels. • Develop local water recycling programs and cooperate with regional recycling efforts. Centennial Park National Park Service Requirements The National Park Service through a grant deed with the City of Santa Ana restricts uses at Centennial Park. Generally, the deed states that the property shall be for continued use and maintenance as a public park or public recreational purposes. Approval from the National Park Service would be required to construct the Mid Basin Injection Well Project at Centennial Park. 5.9.3 Threshold of Significance 1. Would the project be in conflict with any applicable land use plan, policy or regulation of an agency with jurisdiction over the project adopted for the purpose of avoiding or mitigating an environmental effect? 5.9.4 Environmental Consequences IMPACT LU' -1; Would the project be in conflict with any applicable land use plan, policy or regulation of an agency with jurisdiction over the project adopted for the purpose of avoiding or mitigating an environmental effect? Alternative 1 No Federal Action /No Project Under Alternative 1, the project would not be not be implemented. Centennial Park and the Heritage Museum would continue to be designated for open space and recreation uses and would both continue to operate has a community park and cultural resource learning center. Alternative 2: Proposed Project ,Land Use Compatibility Under the Proposed Project„ the injection wells, monitoring, water supply pipeline and back flushing pipeline would be constructed under existing parking areas and roadways. The construction and long term operation of the Proposed Project . would not result in the loss of usable open space or adversely impact existing open space and recreation activities at Centennial Park or at the Heritage Mluseum. The proposed shared recreation /communication structures, skate park improvements and parking lot improvements at Centennial Park and the site Mid Basin Centennial Park j�rttpoon�j�Project Final EIR 5 -138 Section 5 improvements at Heritage Museum would enhance existing recreational facilities at Centennial Park and at the Heritage Museum. City of Santa Ana Zoning Code In accordance with Zoning Code public utility facilities are a permitted land use in areas that are zoned Open Space. The Propose Project improvements at Centennial Park would not be in conflict with City of Santa Aria Zoning Code. City of Santa Ana General Plan The following its a consistency evaluation of the Proposed Project with relevant General Plan policies and objectives, • Ensure that the impacts of development are mitigated. • Protect the community from incompatible land uses. • Support identification and development of new sources of water. • Encourage multiple use of water and other natural facilities such as reservoirs and flood control channels. • Conservation Element Objective 2.1: Conserve water resources in commercial, resident0l and recreation uses. • Develop local water recycling programs and cooperate with regional recycling efforts. As identified in the Draft EIR all potential significant impacts to Centennial Park and the surrounding area associated with the construction and operation of the Proposed! Project have been reduced to a less than significant level. To avoid potential incompatible land uses conflicts the components of the Proposed Project would be located below existing parking areas and roadways. The Proposed Project would provide additional 12 MGM of groundwater recharge capacity within the Orange County Groundwater Basin- The increase recharge capacity Would provide additional water supplies for the City of Santa Ana. To help conserve potable water, the Proposed Project has been designed to allow the well water from the back flushing of the injection, wells to be discharged into Centennial Lake. The discharging of the well water would reduce the amount of potable water the City of Santa currently discharges into the Centennial Lake to maintain its water level'. The water supply for the proposed injection wells would be advanced treated recycled water from OCWD's Groundwater Replenishment System. The use of the recycled water would help to reduce the regiional demands for imported water supplies. Mid Basin Centennial Park roject Final EIR 5-139 Section 5 National Pat* Service Centennial Park Open Space Requirements The National Park Service through previously executed a grant deed restrictions is required to ensure that Centennial Park is maintained for open space and recreation activities and that any land uses or activities proposed at the park would riot result in in the loss of usable open space or interfere with existing recreation facilities. The following analysis evaluates potential open space impacts associated with the construction and operation of the Proposed Project, Injections Wells and Associated Pipelines The proposed injection wells and water supply pipeline would be placed underneath existing parking areas and roadways. Existing transformers at Centennial Park would be enhanced to provide power to the injection wells and shared recreation/communication structures. There would be no permanent loss of open space associated with the operation of these facilities. The construction operations for the injection wells have been phased where no construction activities would exceed a six month construction period in any one location. during construction operations there would be no temporary loss of usable open space, Shared Recreation/Communication Structures Two above ground shared recreation/communication structures have been proposed at Centennial Park to be jointly used by the City of Santa Ana and OCWD, Shared Structure 1 would be located on an existing asphalt area immediately adjacent to the north end of the soccer field complex. This area provides no usable open space and has been a planned location for a new restroom and changing area to support the Soccer field complex. Shared Structure 1 would consist of 1,050 square feet of area and Would include a 220 square foot public restroom, 550 square foot changing room for soccer teams and 280 square foot utility/communication system room. As part of the improvements, a new 10 foot wide and 200 foot long ACA approved sidewalk would be constructed from the parking area to the soccer complex. The construction of Shared Structure 1 would not result in the permanent loss of usable open space and would expand existing park and recreation amenities at Centennial Park, Shared Structure 2 site is located immediately north of the Centennial Park skate park. Presently, located on the site is 576 square foot structure that includes a degraded public restroom and covered standing area. The existing restroom structure Would be demolished and replaced with a new 596 square foot structure that would include a 212 square foot public restroom, a 178 square foot park ranger office and a 206 square foot utility/communication system room. A Mid Basin Centennial Park 2j6i Q24JProject Final EIR 5-140 Section 5 concrete walkway ranging from 3 feet to 9 feet would be provided around the perimeter of the shared structure. The proposed, share structure would be approximately 20 square feet larger than the existing structure- The increased amount of area would occur around the perimeter of the structure and would not result in the loss of usable open space. The 20 square feet of open space replaced with Shared Structure 2 perimeter walkway would be off -set by the benefits of a new restroom facility and a park ranger office, Centennial Park Skate Park Improvements To increase the defensibility of the existing skate park, the height of the existing fence around the skate park would be increased from 3 feet to 8 feet. Additionally, a surveillance cannera would be installed and wired to the park ranger office in Shared Structure 2 to allow Centennial Park staff to monitor activities at the skate park. The skate park improvements would not reduce any usable open space and would help to maintain existing recreation amenities at Centennial Park. Repaving Centennial Park Parking Lot Presently, the parking areas at Centennial Park are deteriorating. After construction activities are completed the existing parking lot would be repaved. The repaving would occur on existing parking areas and would not reduce any usable open space. The repaving of the parking areas would help to maintain existing park amenities at Centennial Park. Heritage Museum Land Use Compatibility At the Heritage Museum site a below ground monitoring well Would be constructed within an existing dirt parking area. Once the well construction activities are completed the parking area would be resurfaced with decomposed granite- Additionally, under the Proposed Project proposes a series of site improvements to expand the educational amenities at the site including the improvement of the existing drip irrigation system to the agriculture demonstration garden and the installation of education interpretative panels. The long operation and construction activities of the monitoring well would not adversely impact existing open space and cultural activities at the Heritage Museum. City of Santa Ana Zoning Code In accordance with Zoning Code public utility facilities are a permitted land use in areas that are zoned Open Space. Therefore, the Propose Project improvements Mid Basin Centennial Park 2j5J Diw242Project Final EIR 5-141 Section 5 at the Heritage Museum would not be in conflict with City of Santa Ana Zoning Code. City of Santa Ana General Plan The following is a consistency evaluation of the Proposed Project with relevant General Plan policies and objectives. Ensure that the impacts of development are mitigated. • Protect the community from incompatible land uses. Support identification and development of new sources of water, Encourage multiple use of water and other natural facilities such as reservoirs and flood control channels. Conservation Element Objective 2.1: Conserve water resources in commercial, residential and recreation uses. Develop local water recycling programs and cooperate with regional recycling efforts. As identified in the Draft EIR all potential significant impacts to Heritage Museum and the surrounding area associated with the construction and operation of the Proposed Project have been reduced' to a less than significant level. To avoid potential incompatible land uses conflicts the proposed monitoring well would be located below an existing parking area. The proposed monitoring well would provide water quality monitoring to provide additional water supplies for the City of Santa Ana and would help to reduce the regional demands for imported water supplies. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection well would be constructed. All of the other land use components would be the same as the Proposed Project. Similar to the Proposed Project the implementation of Alternative 3 would not result in adverse land use compatibility impacts, would not result in the loss of usable open and would not be in conflict with City of Santa Ana General Plan and Zoning Code.. No adverse land use impacts or conflicts with relevant planning programs would occur. Alternative 4: Pipeline Design Alternative Under Alternative 4, an alternative pipeline alignment would be constructed. All of the other land use components would be the same as the Proposed Project. Similar to the Proposed Project, the implementation of Alternative 4 would not result in adverse land use compatibility impacts, would not result in the loss of usable open and would not be in conflict with City of Santa Ana General Plan and Mid Basin Centennial Park ZWP2143IProject Final EIR 5-142 Section 5 Zoning Code. No adverse land use impacts or conflicts with relevant planning programs would Occur. Mitigation Measures No mitigation measures required. Level of Impact after Mitigation Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4: No adverse impact I Mid Basin Centennial Park2ffve Project Final EIR 5-143 Section 5 5.10 NOISE The following analysis is based on a Noise Impact Analysis Report prepared for the Mid Basin Centennial Park Injection Well Project by Vista Environmental in October of 2015. The Mid Basin Centennial Park Injection Well Project Noise Impact Analysis Report is presented in its entirety in Appendix H, 5.10.1 Affected Environment Background Noise is defined as unwanted sound. Sound becomes unwanted when it creates a nuisance that interferes with normal activities, or when it causes physical harm or otherwise adversely affects human health. The standard unit of measurement of the loudness of sound is the decibel (dBA). The zero point on the dBA scale is based on the lowest sound level that a healthy, unimpaired human ear can detect. Changes of 3 dBA or fewer would only be perceptible in laboratory environments. A 5 dBA increase would be readily noticeable. An increase of 10 dBA would be perceived as approximately a doubling of loudness. Numerous methods have been developed to measure sound over a period of time, including: Equivalent Sound Level (L,,,), Community Noise Equivalent Level (CNEL), Day/Night Average Sound Level (L,,,) and Maximum Noise event Noise level can vary pending on the noise source and duration. Below is description of Vie units of measure used in this analysis to describe the noise environment. • L,q: Time variations in noise exposure are typically expressed as a statistical description of the sound pressure level that is exceeded over some fraction of a given observation period (called L,,,). For example, the noise levels exceeded on 10 percent of readings is called 1-10, the median (50th percentile) reading is called L,,,r), etc, • CNEL: Because community receptors are more sensitive to unwanted noise intrusion during the evening and at night, state law requires that, for planning purposes, an artificial dB increment penalty be added to quiet- time noise levels in a 24-hour noise descriptor called CNEL. • L,j, Another commonly used method is the day/night average level or Ldn- The Ld, is a measure of the 24-hour average noise level at a given location. It was adopted by the US, Environmental Protection, Agency (EPA) for developing criteria for the evaluation of community noise exposure. • Lma,: The maximum noise level recorded during a noise event is typically expressed as Lffllx. Mid Basin Centennial Park roject Final EIR 5-144 A&1�49P Section 5 Effects of Noise Physical carnage to human hearing begins at prolonged exposure to noise Revels higher than 85 dBA. Extended periods of noise exposure above 90 dBA could result in permanent hearing damage. When the noise level reaches 120 dBA' a ticking sensation occurs in the human ear even with short-term exposure. This level of noise is called the threshold of feeling. As the sound reaches 140 dBA, the tickling sensation is replaced by the feeling of pain in the ear. This is called the threshold of pain. A sound level of 190 dBA will rupture the eardrum and permanently the inner ear. Table 32 summarizes typical noise sources, levels, and responses. Table 32'. Noise Levels and Human Response Nolte Sourte Noise Level d6A Response Library 30 Very gulet Refriqerator humming 40 Quiet Quiet office 50 Wet Normal oonversation 60 Vntrusive Vacuum cleaner 70 Telephone use difficult 'Frey ht train at 50 feet 80 Interferes with conversation Heavy-duty truck at 50 feet 90 Annoying Jet takeoff at 2,000 feet 100 Very annoyhg; hearing damage at sustained exposure levels Unmuffled motorcycle 110 Maximum vocal effect, physical discomfort Jet takeoff at 200 feet 120 Regular exposure over one minute risks permanent hearing loss Shotgun firm Q 130 Pain threshold I Carrier let operation 140 Harmfully loud ........ . ISMrce MOville C WvtOl and R. bale Beland, Existing Noise Environment The project site is located at Centennial Park and at the Heritage Museum, • The nearest sensitive receptor to MBI-2 would be Godinez High School located approximately 450 feet southeast of the proposed construction activities. Mid Basin Centennial Park �tej 6Project Final EIR 5-145 4 Section 5 a The nearest sensitive receptors to NISI -3 would be single-family homes located on the north side of Edinger Avenue approximately 210 feet from the proposed construction activities. • The nearest sensitive receptors to MBI-4 would be single-family and multi- family homes located on the north side of Edinger Avenue approximately 190 feet from the proposed construction activities and the Santa Ana College Centennial Education Center approximately 250 feet from the well construction activities. • The nearest sensitive receptors to MBI-5 are single-family homes located on the east side of Fairview Street approximately 220 feet from the proposed construction activities. • The nearest sensitive receptor to the Monitoring Well site would be Godinez High School located approximately 75 feet northwest of the proposed construction activities and the Heritage Museum site, To determine the existing noise environment within the project area, noise measurements were taken in the project area at four different locations and were then modeled to account for both mobile and stationary noise sources. The existing noise levels in the surrounding area are shown in Table 33. The existing noise levels within the project area and noise measurement receiver locations are shown in Figure 23. As shown in Table 33, there are several receivers within the project area that are experiencing elevated levels of existing noise that are in excess of the City of Santa Ana noise standards. Table 33: Existing Modeled Noise Levels Receiver Latid Use/location dBA ,CNEL dBA Leq Dq dBA Loq Evening dBA Leq 'Nli I Multi family home west Santa Ana River 434 41.8 397 34.6 2 Multi family home west Santa Ana River 63,5 61.9 598 54.5 3 Single family home north Edinger Avenue 671 65.6 63.4 58.1 4 Single family home Edinger Avenue 65.9 64.4 62.3 57.0 5 Single family home north Edinger Avenue 662 643 62.6 57.3 6 Single family home north Edinger Avenue 73.3 717 69.6 643 7 Single family home north Edinger Avenue 59.1 67.6 655 60,2 8 Multi family home north Edingier Avenue 67,8 66.2 641 58,9 9 North side Centennlal Education Center 61,0 10 Southeast Centennial Education Center 57.3 54.8 523 49.2 Mild Basin Centennial Park p Project Final EIR 5-146 Section 5 11 Single family home east Fairview Street 74.6 71.8 —F69 5 66.7 12 Single family home east Fairview Street 74.1 71.3 69.0 663 '13 Single family herne east Fairview Street 74.1 71.3 MO 66 3 14 Single farrniy home east Fairview Street 74.1 71.4 691 66.3 i is Northeast side Godinez High School 56.3 53.6 513 48.4 16 Northwest side Mitchell Learning Center 45,8 43,5 42.0 37.4 17 North Heritage MUSeLIM 50.8 48.1 45.8 42:9 18 Southeast Godinez High School 48.1 45.4 43.1 40,2 �19 7 Northwest Godinez High School 46.6 462 44,8 35.3 5A0,2 Regulatory Framework Federal Regulations The adverse impact of noise was officially recognized by the federal government in the Noise Control Act of 1972. The Occupational Safety and Health Administration (OSHA) agency prohibits exposure of workers to excessive sound levels. The Federal Aviation Administration (FAA) regulates noise of aircraft and airports. Surface transportation system noise is regulated by a host of agencies, including the Federal Transit Administration (FTA), Transit noise is regulated by the Federal Urban Mass Transit Administration (UMTA), while freeways that are part of the interstate highway system are regulated by the Federal Highway Administration (FHWA). The federal government actively advocates that local jurisdictions use their land use regulatory authority to arrange new development in such a way that "noise sensitive" uses are either prohibited from being sited adjacent to a, highway or, alternately that the developments are planned and constructed in such a manner that potential noise iimpacts are minimized. State Regulations California Department of Health Services Office of Noise Control The California Office of Noise Control has set the land use compatibility noise standards for different types of land uses and has encouraged local jurisdictions to adopt them. For residential development and schools, long term exterior noise levels ranging up to 60 dBA CNEL are classified as normally acceptable, based upon the assumption that the homes and schools are built with normal convention construction practices that provide adequate sound attenuation. Long term noise levels ranging up to 70 dB CNEL are conditionally acceptable and noise levels in the 70-75-dBA CNEL range are generally classified as unacceptable. Mid Basin Centennial Park �16� 2i46 Project Final EIR 5-147 klzl/ Section 5 Figure 23: Existing Project Area Noise Levels Mid Basin Centennial Park c pr p�Project Final EIR 5-148 Section 5 Local Regulations City of Santa Ana General Plan The following City of Santa Ana Genierall Plan Policies and Goals are relevant to the Proposed Project. Prevent significant increases in noise levels in the community and minimize the adverse effects of currently-existing noise sources. Require consideration of noise generation potential and susceptibility to noise impacts in the siting, design, and construction of new developments. • Require mitigating site and building design features, traffic circulation alternatives, insulation, and other noise prevention measures of those new developments which generate nigh noise levels. • Sound attenuate and /or buffer sensitive land uses such as housing from adverse noise impacts in noise-prone areas. • Minimize noise generation in residential neighborhoods through control or elimination of truck traffic and through-traffic from these areas. City of Santa Ana Municipal Code The City of Santa Ana Municipal Code establishes the following noise regulations that are relevant to the project. T11,p! 1��p 111 1 1�111111 MMUMM Noise tone Residential Nolse'level 55 dBA Time Pq 7:00 am — 10:00 pm Residential 50 dBA 10:00 pm to 7:00 am Table 35: City of Santa Ana Municipal Code Interior Noise Standards Noise Zone, Noise level Time Period Residential 55 dBA 7:00 am - 10'.00 pm Residential 45 dBA 10:00 pm to 7:00 am Special Provisions In accordance with the City of Santa Ana Noise Ordinance the following activities are be exempt from the day time and nigh time noise standards, (c) Activities conducted on any park or playground, provided such park or playground is owned and operated by a public entity, taw f Mid Basin Centenniat Park AeiI96 Project Final FIR 5-149 Section 5 (a) Noise sources associated with construction, repair, remodeling, or grading of any real property, provided said activities do not take place between the hours of 8:00 p.m. and 7:00 a.m. on weekdays, including Saturday, or at any time on Sunday or a Federal holiday. 5.10.3 Thresholds of Significance 1. Would the project expose persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, if applicable standards of other agencies? 2. Would the project result in a substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? 1 Would the project result in a permanent increase in ambient noise levels in the project vicinity above levels existing without the project? 4. Would the project expose persons to or generation of excessive groundborne vibration or groundborne noise levels? During the day operational noise would be subject to the City's interior and exterior noise standards. However, the City of Santa Ana Municipal Code, similar to most jurisdictions exempts construction noise from the indoor and outdoor noise standards if it occurs between 7:0,0 a.rn, and 8:00 p.m. Monday through Saturday, excluding holidays. During: the evening construction and operational noise Would be subject to the City's interior and exterior noise standards. As identified previously, there are several locations within the surrounding area where the existing noise levels are higher than the City's noise standard. The CEQA Guidelines do not define the levels at which a temporary increases in existing noise levels, are considered significant As discussed previously, a noise level increase of 3 dBA would be barely perceptible to the human ear, a 5 dBA increase would be readily noticeable and a difference of 10 dBA would be perceived as a doubling of loudness- To determine a potential significant noise impact when the existing noise level is higher than the noise standard, a 3 dBA increase over the existing noise level would be the threshold to determine a potential significant noise impact. In cases where the existing noise level is below the City's noise standard, the City's noise standard would be the threshold to determine a potential significant noise impact. 5.110.4 Environmental Consequences The proposed injection wells and monitoring well proposed in the Mid Basin Centennial Park Injection Well Project would be located in underground vaults. The operation of the injection wells and monitoring well would not emit any noise Mid Basin Centennial Park ll�geLkj Project Final EIR 5-150 '0111go Section 5 that would increase long term noise levels within the project area. The construction activities and periodic well redevelopment activities associated with the project would generate short term construction related noise impacts. The Proposed Project involves the following construction activities that would have the potential to generate short-term noise impacts. • Construction of the water supply pipeline. • Construction of the back flush pipeline • Construction of the two shared recreation/communication structures. • Centennial Skate Park Improvements. • Heritage Museum Site Improvements. • Paving of the Centennial Park Parking Lot • Construction of the injection wells at Centennial Park and the construction of the Heritage Museum. The noise analysis for the injection wells and monitoring well evaluates the different construction phases for each well. These construction phases include; construction and removal of sound walls, conductor casing installation, borehole drilling and reaming, well construction and well development, • Injection Welland Monitoring well redevelopment maintenance activities. Project Noise Reduction Design Features To minimize potential noise impacts the Proposed Project has incorporated the use of sound walls at each injection well site and construction phasing design features. Sound Walls The configuration of the sound walls is listed below and the locations are shown in Figure 24. Potential! construction Noise impacts generated from the project were analyzed with the following second wall configurations in place. • MBI-2 would have a 24-foot high temporary sound barrier on the northeast, southeast, and southwest sides of MBI-2 construction area. • MBI-3 would have a 24-foot high temporary sound barrier on the north, east and west sides of MBI-3 construction area. • MBI-4 would have a 24-foot high temporary sound barrier around the perimeter of MBIA construction area. • MBI-5 would have a 24-foot high temporary sound barrier around the perimeter of MBI-5 construction area. Mid Basin Centennial Park Project Final EIR Section 5 FIGURE 24: PROPOSED SOUND WALLS Mid Basin Centennial Park �jg,&AjProject Final EIR 5-152 Section 5 The Monitoring Well would have a 24-foot high temporary sound barrier around the perimeter of the Monitoring Weil construction area and would also have an 8-foot high sound blanket located on the north and east sides of the air compressor. Construction Phasing Design Features To further minimize noise impacts, the following design features would be incorporated into the construction activities for the Mid Basin Centennial Park Injection Well Project. • To minimize potential noise during the day when school would in session at Godinez High School, Mitchell Developmental School and Centennial Education Center, the construction of the water supply pipeline and back wash pipeline would occur at night. • The Heritage Museum site improvements would occur when school is not in session at Mitchell Development School and Godinez High School. • The construction of the monitoring well sound wall at the Heritage Museum would occur when school is not in session at Mitchell Development School and Godinez High School. • The construction of the MBI-5 Well sound wall would occur when school is not in session at Centennial Education Center and Godinez High School. • Paving activities at Centennial Park would be coordinated with Santa Ana Unified School District and Centennial Education Center to minimize noise impacts. • Well redevelopment maintenance activities for MBI-2, MBI-4 and the monitoring well would occur when school is not is session. The following analysis identifies the noise levels that would be generated from the construction activities for the Proposed Project and the Project Alternatives. Alternative 2: Proposed Project Phase I Construction Activities The Phase 1 construction activities includes construction of water supply pipeline along Edinger Avenue Bridge, construction of water supply pipeline along Edinger Avenue, construction of water supply and back flush pipeline and the construction two shared recreation/communication structures within Centennial Park and the Heritage Museum site improvements. To maintain circulation during the day along the Centennial Park Loop Road, the Proposed Project has incorporated a design feature that requires water supply pipeline and the back flush pipeiin:e within Centennial Park to be constructed at night. Mid Basin Centennial Park Project Final EIR 5-163 Section 5 Phase I Day Time Construction Activities The Phase 1 day time construction activities includes a worst case scenario that considers the day time construction of the water supply pipeline and back flush within Centennial Park along with all other Phase I construction activities. As shown in Table 36 the Phase 1 construction activities would exceed day time noise standard at Receivers 10, 16, 17, and 18, The noise level at receptor 10 would increase by less than 1 dB and would not be discernible. The construction activity having greatest influence on Receiver 10 would be the construction of water supplyYback flush pipeline along Centennial Loop Road, which would occur at night, which would reduce noise impacts near Receiver 10 during the day. The proposed site improvements (irrigation line reconstruction and grading for the interpretive kiosks) at the Heritage Museum would exceed the day time noise standard at Receiver 16, 17 and 18. All of the construction activity would occur within the allowable hours when the construction noise would be exempt under the City's Noise Ordinance. To minimize noise impacts near Godinez High School and near the Mitchell School, the project has incorporated a design feature that requires the Heritage Museum site improvements to occur when school would not be in session. Potential construction noise impacts would be less than significant. Table 36: Phase 1 Construction Day Time Noise Levels Rkpariver Description Existing Fxjstkng Increase (1) Noise I Construction 'Standard, Throh6ld I Multi Family west 41.8 46.8 5.0 55r6 Santa Ana River -6-4 2 Multi Family west 61.9 64 0 2 A 9 Santa Ana River 3 Single Family north 65,6 67.5 1.9 68.6 Edinger Ave. 4 Single Family north 64A 66.7 2.3 684 Edinger Ave. 5 Single Family north 647 67.3 2.6 67.7 Edinger Ave, 6 Single family north 71.7 71,8 0.1 74.7 Edinger Ave. 7 Single family north 67.6 677 01 70.6 Edinger Ave. 8 Multi Family north 66.2 66.4 0,2 692 Edinger Ave. 9 Centennial 59,5 602 01 62. n Mid Basin Centennial Park l28t-IA9 Project Final EIR 5-154 Section 5 Phase ? Night Time Construction Activities The noise levels generated from the construction of the water supply pipeline and back flush pipeline during the night within Centennial (Park are shown in Table 37. The construction activities would exceed the night time noise standard at Receiver 10, 15, and 19. All of the sensitive receptors are school facilities. The Construction activity would occur at night when the schools would not be in session. Because no sensitive receptors would be present, potential construction noise impacts would be less than significant. Table 37: Phase One Construction Activities Night Time Noise Levels Receiver Education Center�� Exlsitng ; ,Exiistnig+ AncreAse x(1)14 Iss' 10 Southeast 54,8 55.5 0.7 55.0 Centennial Throatiraiit; 1 Education Center 34.6 41.7 7.1 50 11 Single Family east 71.8 71.9 0.1 74.8 2 Fairview Street 54.5 54.6 0,3 57.5 12 Singie Family east 71.3 71.4 0.1 74.3 3 Fairview Street 58.1 58.7 0,6 61.1 13 Single Faimily east 71.3 71.4 0.1 74.3 Fairview Street 14 Single Family east 71.4 71.4 0.0 74.4 Fairview Street 15 North Godinez High 516 54.4 0.8 55.0 School 16 Northwest Mitchell 43.5 61.1 17.6 55.0 School 17 North Heritage 48.1 61.6 13.5 55.0 Museum Structure 18 South Godinez 43.3 58.1 14.8 55.0 High School 19 Northwest Godinez 44 ,2 51.5 5.3 55.0 High School 1 -City Noise s anderd Dr Ambient Noise level t! dE when Existing Nn,se Levels Above City Slanderd Bold =Exoaeds Noise Standard Thoeshnld Phase ? Night Time Construction Activities The noise levels generated from the construction of the water supply pipeline and back flush pipeline during the night within Centennial (Park are shown in Table 37. The construction activities would exceed the night time noise standard at Receiver 10, 15, and 19. All of the sensitive receptors are school facilities. The Construction activity would occur at night when the schools would not be in session. Because no sensitive receptors would be present, potential construction noise impacts would be less than significant. Table 37: Phase One Construction Activities Night Time Noise Levels Receiver Vesaripoput Exlsitng ; ,Exiistnig+ AncreAse x(1)14 Iss' Construction"�tatadar� , Throatiraiit; 1 Multi Family west 34.6 41.7 7.1 50 Santa Ana River 2 Multi Family west 54.5 54.6 0,3 57.5 Santa Ana River 3 Single Family north 58.1 58.7 0,6 61.1 Edinger Ave. Mid Basin Centennial Park ypm J 11 Project Final EIR 5 -15'5 Section 5 4 Single F-at-ri y_h nort_ 57.0 581 171--- 600 Edinger Ave. _60 _3 5 Single Family north 57.3 � 59 _0 1.7 Edinger Ave. 6 Single family north 64,3 -6-4-6 03 673 Edinger Ave 7 Single family north 602 CU 0.6 632 Edinger Ave. 8 Multi Family north 58.9 59.0 0.1 61 9 Edinger Ave. 9 North Centennial 52.1 53.9 1,8 55.1 Education Center 10 Sourtheast -Centennial 49.2 51.2 2.0 Sa Education Center I 11 Single Family east 66.7 i 66.8 0_1 693 Fairview Street 12 Single Family east 66.3 66.5 0.2 693 Fairview Street _� '13 Single Family east 66.3 _66.4 02 69.3 Fairview Street 14 Single Family east 663 66.4 0.1 69.3 Fairview Street Is I North Godinez High 48.4 50.6 2.2 so School Northwest Mitchell 374 39.4 2.0 SG School 17 North Heritage 42.9 44.5 1.13 50 Museum Structure 18 South Godinez High 38_.2 38.3 0.1 50 School 19 Northwest Godinez 35,3 56.2 14,9 so High School I -City Noise Slandard or A rinbient No is a I pr,W +N JB When Existiog Nuoso. Lev n Is Move 1,11y Slairdand Bold -Eueads Noise Standard Threshold Phase 2 Construction Activities The Phase 2 construction activities would include: Sound Wall Construction and Removal at l Conductor Casing Installation at l Borehole Drilling and Reaming at M81-5; and Well Construction at MBI-5. The sound wall construction and conductor casing installation would occur during the clay. The borehole drilling and reaming at MBI-5 and Well Construction at MBI-5 Would occur 24 hours per day- Since it is not possible for any of the above activities to occur simultaneouisly, each of the four construction activities associated with Phase 2 have been analyzed separately below. Mid Basin Centennial Park 28c6-ri2v Project Final EIR 5-156 Section 5 MBI-5 Sound Wall Installation The noise levels generated from the construction of the sound wall at M131-5 would range from a 0.1 dB increase to a 1.2 dB increase. As shown in Table 38 the construction activities would exceed the daytime time noise standard at Receiver 10 by .7 dB. The construction: of the sound wall would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. To minimize noise impacts at the Centennial Education Center, a design feature has been incorporated into the project that requires the construction of the MM-5 Well sound wall to occur when school is not in session. Potential noise impacts would be less than significant. Table 38: 1`11131-5 Sound Wall Construction Noise Levels Receiver Description Existing Existi increase > (1) Nolsq Constructib Standard n Thresthold I Multi Family west Santa 41.13 42.1 0.3 55.0 Ana River 2- Multi Family west Santa 61.9 62.0 0.1 64.9 Ana River Single Family north Edinger 656 65.6 D'O 686 Ave. 4 Single Family north Edinger 64.4 64.4 0.0 684 Ave. Single Family north Edinger 647 64.7 0.0 677 Ave. 6 Single family north Edinger 71.7 71.7 0.0 747 Ave. 7 Single family north Edinger 67.6 67.6 0.0 70.6 Ave. Multi Family north Edinger 66.2 66.2 0.0 69.2 Ave. 9 North Centennial Education 59.5 59,5 0.0 62.5 Center 10 Southeast Centennial 54.8 55.5 0.7 55.0 Education Center -1 Single Family east Fairview 71.8 713 0.0 4 L3 Street -12- Single Family east Fairview 71.3 71 74 Street 13 Single Family east Fairview 71.3 71.5 0.2 743 Street 14 Single Family east Fairview 714 71.4 0.0 74.4 Street 15 North Go-dinez High School 536 54.8 1.2 550 Mid Basin Centennial Park A Project Final EIR 5-157 k4z.) ce-1196 Section 5 7-61- Northwest Mitchell -School 43 5 416 0.1 55.c 17 North Heritage Museum Structure 481 487 0.6 55L) 18 South Godinez High School 43.3 43.4 V 55.0 19 Northwest Godinez High School 462 46.2 0.0 55.0 1-City No w oaiid a rd or An I hoffl Noise lmal 3 dH WhOo I rXiM 119 ri Lev P. I sAaooa City Standard Bold =Excaeds Nolso Standard Threshold MBI-5 Conductor Casing Installation With the construction of the sound walls, the installation of the conductor casing at ME31-5 would result in noise levels that would range from a -0,,2 dB decrease to a 0.1 dB increase. As shown in Table 39, the construction activity would not exceed the daytime noise standard, Additionally, the installation of the conductor casing would occur during the day when the construction activity would be exempt under the City's Noise Ordmance, Potential noise impacts would be less than significant. Table 39: l Conductor Casing Installation Noise Levels Receiver Description Existing Existing, + Increase (1) Noise ,Construction SIOPOONO Throshi 1 Multi Family west Santa 41 8 41.8 Dc 55.0 Ana River 2 Mulb Family west Santa 61,9 61.9 Oc 64.9 Ana River 3 Single Family north 65.6 65.6 0,10 66.6 Edinger Ave. 4 Single Family north 64.4 64.4 0,10 68.4 Edinger Ave. 5 Single Family north 547 64.7 0.0 67.7 Edinger Ave. 6 Single family north 71.7 71.7 0,() 74.7 Edinger Ave. 7 Single family north 67.6 67.6 0,0 70.6 Edinger Ave. 8 Multi Family north 66,2 66.2 &0 69.2 Edinger Ave. 9 North Centennial 59.5 59.5 0.0 62,5 Education Center -0 Southeast Centennial 54,8 54,7 -0.1 55.0 Education Center 11 Single Family east 71.8 71,8 0.0 74.8 Fairview Street Mid Basin Centennial Park X96-11MP reject Final EIR 5-158 Section 5 -12- Single F a _n*y east 71.3 71.4 0.1 743 Fairview Street C7onstructloh I - 13 Single Family east 71.3 71 4 0.1 743 Fairview Street 14 Single Family east 71,4 71-4 0'0 74.4 Fairview Street -5 North Godinez High 53.6 53.5 -O'l 55.0 School 16 Northwest Mitchell 43.5 43,5 0,0 55.0 School 17 North Heritage Museum 48.1 47,9 -0.2 55.0 Structure 18 South Godinez High 43,3 43.3 00 55.0 School 19 Northwest Godhez High 46.2 46.2 O'G 55.0 School I I 1-Cify Nei se Standard of Ambient Noose I evd 13 JB When En o,fg N (,,so bawls Above CILS I andaid Bold =Exceetls Noise SivirI Thrpehald All Borehole Drilling and Reaming To avoid borehole collapsing during construction, the borehole drilling and reaming activities would be required to occur 24 hours per day 7 days a week until completion. The duration of the drilling would be 8 days. Table 40 and Table 41 show the noise levels during the day and night when borehole drilling and reaming would be occurring. Table 40: 11 Borehole Drilling and Reaming Day Time Noise Levels Receiver Description III 1 9 1 tl ng, E$11sting, + Increase, Threshold C7onstructloh I - I Multi Family west Santa 41,8 41.9 0.1 55.0 Ana River Multi Family west Santa 61.9 61.9 0.0 64,9 Ana River 3 Single Family north 656 65.6 0.0 686 Edinger Ave. 4 Single Family north 64.4 64.4 U 67.4 Edinger Ave. 5 Single Family north 647 647 10.0 67.7 Edinger Ave 6 Single family -north 71.7 71.7 0.0 74,7 Edinger Ave 7 Single family north 67.6 67.6 0.0 716 Edinger Ave 8 Multi Family north Edinger 66.2 66.2 00 69.2 Ave. qro Mid Basin Centennial Park Alefidlb Project Final EIR 5-159 Section 5 9 North Centennial 59.5 59.E' 00 62.5 Education Center Cdinstr40110h 10 Southeast Centennial 54,5 548 0,0 55 Education Center 11 Single Family east 71.8 71,8 0,0 74,8 Fairview Street 12 Singe Family east 71,3 71.4 0,1 74.3 Fairview Street 13 Single Family east 711 71.4 IDA 74.3 Fairview Street 7-4 Single Family east 71.4 71.4 0.0 74.4 Fairview Street 2! 15 North Godinez High 53 53,8 0.2 55.0 School 16 Northwest Mitchell School 43.5 43.5 0.0 550 17 North Heritage Museum 48.1 48.0 -0.1 55.0 Structure is South Godinalz High 43,3 433 u 55.0 School 19 Northwest Godlnez High 46.2 46.2 0.0 55.0 Schooii 1--City N012E9 Standard or Ambient Noise IeveV +3 dB When Exisling Noise Levels Above tidy Slai-Aard Bold -Exceeds Noise Slanidard Threshold With the construction of the sound walls, the borehole drilling and reaming activities would result in noise levels that would range from a -0.1 dB decrease to a 01 dB increase. As shown in Table 40, the construction activity would not exceed the daytime noise standard. Additionally, the borehole drilling and reaming activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 41: MBI-5 Borehole Drilling and Reaming Night Time Noise Levels Ro"Iver Descrippqri Existing EKi sting + incripaso Throsh6lto Cdinstr40110h 1 Multi Family west 34,6 35.5 0r9 50 Santa Ana River 2 Multi Family west 54.5 54.5 0.0 57.5 Santa Aria River I Single Family north 58.1 58.9 0.0 60.1 Edinger Ave. 4 Single Famlly north 57.0 57.0 0'0 60.0 Edinger Ave. 5 Single Family north 57.9 57.3 60.3 Edinger Ave. 2! Mid Basin Centennial Park �Jgdngj Project Final EIR 5-160 Section 5 -C- Single family 7o -1 th -6-43- 64,3 0.0 673 Edinger Ave, 7 Single family north 60.2 60.2 6.0 63.2 Edinger, Ave. 8 Multi Family north 58.9 00 61.9 Edinger Ave. 9 North GentenniaV 52.1 52 1 0,0 551 Education Center 10 Southeast Centennial 49.2 50.0 0.8 52,2 Education Center 1 Single Family east 66.7 66.8 0 1 70.7 Fairview Street 12 Single Family east 663 664 0 ­6. -1 69.3 Fairview Street 13 Single Family east 663 66A 0. it -6-9-,3 Fairview Street 14 Single Family east 66.5 66.3 O'n 69.3 Fairview Street 15 North Godinez High 48.4 49.5 I'l 50.0 School 16 Northwest Mitchell 37.4 37.5 0'1 50,0 School 17 North Heritage 42.9 412 0.3 50.0 Museum Structure 18 South Godinez High - 38.L 38.2 O'n 500 School 19 Northwest Godinez 35.3 35.5 0,2 50.0 High School I-Chy Noi so Slandard ni Arihent Wolse, I eve 1 '3 00 "hen Exosli•g Noise LevoN Abcvo 00y standard Bold wEneeft Noise 9Eudard Threshold With the construction of the sound walls, the borehole drilling and reaming activities would result in noise levels that would range from a 0.1 dB increase to a 1.1 dB increase. As shown in Table 41, the construction activity would not exceed the night time noise standard. Potential noise impacts would! be less than significant. MBI-5 Well Construction The well construction activities would be required to occur 24 hours per day 7 days a week until completion. The duration of the well construction activities would be 3 days. Table 42 and Table 43 show the noise levels during the day and night when well construction would be occurring, Mid Basin Centennial Park Project Final EIR 5-1(131 Section 5 Table 42: IVIBI-5 Well Construction Day Time Noise Levels Receiver Description Existing Ea Isflllg + Increase Threshold Construction 1 Multi Family west Santa 41,8 41.9 0.1 55.0 Ana River 2 Multi Farrilly west Santa 61.9 61,9 0.0 649 Ana Rival 3 Single Family north 65.6 65,6 0.0 686 Edinger Ave. 4 Single Family north 64.4 6-44 DrO 67.4 Edinger Ave. 5 Single Family north 64.7 343 0.0 67.7 Edinger Ave. 6 Single family north 71.7 71.7 0.0 7'4.7 Edinger Ave. 7 Single family north 67.6 67.6 0.0 70.6 Edinger Ave. a Multi Family north 66.2 66.2 0 -0 -69.2, Edinger Ave. 9 North Centennial 59.5 59.5 0,0 62.5 Education Center 10 Southeast Centennial 54.8 54.8 0.0 57,6 Education Center 111 Single Family east 71.8 7T 0.0 74.8 Fairview Street 12 Single Family east 71.3 - - 71,4 -0, 1 74.3 Fairview Street 13 Single Family east 71.3 71.5 0,2 74.3 Fairview Street 14 Single Family east 71.4 71 A 0.0 74.4 Fairview Street 15 North Godinez High 53.6 531 0.1 55.0 Schoci4 16 Northwest Mitchell 43.5 43,5 0,13 55.0 School 17 North Heritage Museum 48.1 47,9 -0.2 55.0 Structure 18 South Godinez High 433 433 0.0 55.0 School 19 Northwest Godinez High 46.2 46.2 0.0 55.0 School I IvCity Noise Standard orArnblert Noise level 0 0 when EX1511Pq Noise, Levels Above C i4y Slandard Hold = Exceeds N000 Stadd,d TilMS4101d With the construction of the sound walls, the well construction activities would result in noise levels that would range from a -0.2 dB decrease to a 0,1 dB increase. As shown in Table 42, the construction activity would not exceed the Mid Basin Centennial Park 1�t&&Yroject Final EIR 5-162 Section 5 daytime noise standard. Additionally, the well construction activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 43: MBI-5 Well Construction Night Time Noise Levels Receiver Description, Existing F-xistIng + increase Tfir shold Construction I Multi Family west Santa 34,16 35,3 07 50.0 Ana River 2 Multi Family west Santa 54.5 54.5 0,0 57.5 Ana River 3 Single Family north 58.1 58.1 0,0 61.1 Edinger Ave. 4 Single Family north 57.0 57.0 0.0 60.0 Edinger Ave. 5 Single Family north 57-3 57.3 10,10 603 Edinger Ave. 6 Single family north Edinger 64.3 64.3 0.0 1 Ave, 7 Single family north Edinger 601 60,8 0.0 612 Ave. a Multi Family north Edinger 58.9 58.9 0.0 61,9 Ave. 9 North Centennial 52,1 519 0.0 55.1 Education Center 10 Southeast Centennial 492 49.6 0.4 52.2 Education Center 11 Single Family east 667 66.8 01 7 7 Fairview Street 12 Single Family east, 363 66.3 0.0 69,3 Fairview Street EIGI. 13 Single Family east 61 66.8 0.5 )g 693 Faerview Street 14 Single Family east 66.3 66.3 0,0 693 Fairview Street 15 North Godinez High 48.4 49.2 0,8 50.0 School 16 Northwest Mitchell School 37.4 37.5 0.1 50.0 17 North Heritage Museum 42.9 42.9 0.0 50.0 structure 18 South Godinez High I 38.2 38.2 0.0 50,0 School 19 Northwest Godinez High 35.3 35.4 0.1 50,0 School I I Nnll 5�ori!,1111 11, An10111inI Nn ill IVII 13 MR VVh" I- l,,Cimg Njlqe Lmwrols Ah�,V* Gily Sold -Fueeds Nn,,e Sl,ndard rh,lshAd Mid Basin Centennial Park I ,I iA I Project Final EIR 5-163 �ed- Section 5 With the construction of the sound walls, the well construction activities would result in noise levels that would range from a O 1 dB increase to a 0 �8 dB increase. As shown in Table 43, the construction activity would not exceed the night time noise standard. Potential noise impacts would be less than significant. Phase 3 Construction Activities The Phase 3 construction activities would include: Sound Wall Construction and Removal at MBI-3; Conductor Casing Installation at MBI-3; Borehole Drilling and Reaming at MBI-3; Well Construction at MBI-3; and Well Development at MBI-5. The sound wall construction and conductor casing installation would occur during the day. The borehole drilling and reaming, well construction and well development activities would occur 24 hours per day. Since well development at MBI-5 has the potential to occur simultaneously with the borehole drilling and reaming at MBII-3, it has been analyzed in combination with the borehole drilling and reaming at MBI-3. 114611-3 Sound Wall Construction The noise levels generated from the construction of the sound wall at MBI-3 would range from 0.1 dB increase to a 1.2 dB increase. As shown in Table 44, the construction activity would not exceed the day time noise standard. Additionally, the construction and removal of the sound walls would occur during the day when the construction activity Would be exeirript under the City's Ordinance, Potential noise impacts would be less than significant. Table 44: M1131-3 Sound Wall Construction Noise levels Rocolivor poscription Rxistirig Exisitirro + Increase (1► Nalse Threshold 1 Multi Family west Santa 41.8 410, 1.2 55,0 Ana River 2 Multi Family west Santa 61,9 620 0.1 649 Ana River 3 Single Family north 65.6 65.8 02 68.6 Edinger Ave, 4 Single Fancily north 64.4 65.2 0.8 68.4 68.4 Edinger Ave. 5 Single Family north 641 65,0 0.0 677 Edinger Ave. 6 Single family north 713 71.7 0.0 743 Edinger Ave, Single family north 67.6 67.6 0.0 70.6 Edinger Ave, 8 Multi Family north Edinger 66,2 66,2 1 0.0 1 69.2 Mid Basin Centennial Park 21-jeLQnjg1,1Project Final EIR 5-164 Section 5 iM BI -3 Conductor Casing Installation With the construction of the sound walls the installation of the conductor casing at M'BI -3 would result in noise levels that would range from a -0.1 dB decrease to a to 1.4 dB increase. As shown in Table 45, the construction activity would not exceed the day dime noise standard. The installation of the conductor casiing would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 45: MBI -3 Conductor Casing installation Noise Levels Ftecelver Ave. - - -- Extstln Exlsttng + InOoaaie (1) t^)clse 9 North Centennial 59-5 50.6 0.0 62,5 Education Center Threshold 10 Southeast Centennial 54.9 54.8 0.0 55.0 Education Center 11 Single Family east 71.8 71.8 0.0 74.8 Fairview Street 12 Single Family east 71.3 71,3 0.1 74.3 Fairview Street 13 Single Family east 71.3 71.3 0.2 74.3 Fairview Street 14 Single Family east 71.4 71 A U.0 74.4 Fairview Street 15 North Godinez High 516 53.6 1.2 55.0 School 16 Northwest Mitchell School 43.5 43.8 01 55.0 17 North Heritage Museum 48A 48.2 0.6 55.0 Structure 18 South Godinez High 43.3 43.3 0.1 55.0 School 19 Northwest Godinez High 46.2 46.9 0.7 55:0 School 1 =City Noise Stanlard or Amblenit Nose eve l +7 cis WWmen Exist!ng Ndse Levels Above City Standard Bold = Exceeds Noise Standard Thrashold iM BI -3 Conductor Casing Installation With the construction of the sound walls the installation of the conductor casing at M'BI -3 would result in noise levels that would range from a -0.1 dB decrease to a to 1.4 dB increase. As shown in Table 45, the construction activity would not exceed the day dime noise standard. The installation of the conductor casiing would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 45: MBI -3 Conductor Casing installation Noise Levels Ftecelver 'Description Extstln Exlsttng + InOoaaie (1) t^)clse i 60strulctian Stzlldard Threshold 1 Multi Family west 41.8 44.5 0.0 55.0 Santa Ana River 2 Mufti Family west 61.0 62.0 0.1 64.9 Santa Ana River 3 Single Family north 65.6 65.6 0.0 68.6 Edinger Ave. 4 Single Family north 64.4 64.4 U.0 68.4 Edinger Ave. Mid Basin Centennial Park ) cf,I,orw geroject Final EIR 5 -165 Section 5 MBI-3 Borehole Drilling/Reaming and MBI-5 Well Development The noise levels generated during concurrent borehole drilling at MBI-3 and well development at MBI-5 are shown in Table 46 and 47. The borehole drilling activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well devellopment of MBI-5 would be required to operate 12 to 24 hours a day to simulate well operations. The duration of engine testing would be 6 days for 12 hours and 1 day for 24 hours. Mid Basin Centennial Park �Jg&njggProj ect Final EIR 5-166 Single Family north 641 64.8 0.1 373 Edina r Ave. 6 Single family north 71.7 71.7 0.0 747 Edinger Ave. - 7 Single family north 67.6 67.6 0.0 706 Edinger Ave. 8 Multi Family north 66.2 66.2 0.0 69.2 Edinger Ave. 9 North Centennial 595 596 0'1 625 Education Center 10 Southeast Centennial 54.8 54.8 0.0 55.0 Education Center 11 Single Family east 71.8 71.8 0.0 748 Fairview Street 12 Single Family east 71.3 71.3 0,11 74.3 Fairview Street 13 Single Family east 71.3 71;3 0-1-74,3 Fairview Street 14 Single Family east 71 A 71.4 0.0 74.4 Fairview Street 15 North Godinez High 53.6 53,6 -0.1 55.0 School 16, Northwest Mitchell 43,5 44,2 0.7 56.0 School 17 North Heritage 48.1 483 0.2 56.0 Museum Structure 18 South Godinez High 413 43,3 0.0 55.0 School I 19, Northwest t Godinez 46.2 4T6 1.4 55.0 School h,,l --tL9h I =Cfty Nisise Stamjara Car Ambipin I Name IeveP Q dEiWhen Exist! iiq No! w, Lavois AlLove Dly &9ndatJ Sold =Exceeds Noise Slandard Threshold MBI-3 Borehole Drilling/Reaming and MBI-5 Well Development The noise levels generated during concurrent borehole drilling at MBI-3 and well development at MBI-5 are shown in Table 46 and 47. The borehole drilling activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well devellopment of MBI-5 would be required to operate 12 to 24 hours a day to simulate well operations. The duration of engine testing would be 6 days for 12 hours and 1 day for 24 hours. Mid Basin Centennial Park �Jg&njggProj ect Final EIR 5-166 Section 5 Table 46: MBI-3 Borehole DrillinglRearning and M'BI-5 Well Development Day Time Noise Levels Receiver Description existing 'existing + Increase Threshold Constrodtion Multi Family west Santa 41.8 45.9 4.1 55.0 Ana River 2 Multi Family west Santa 61.9 62.0 0.1 64,9 Ana River 3 Single Family north 65.6 65.6 110 68.6 Edonger Ave. 4 Single Family north 64.4 64.6 0.2 67.6 1 Edinger Ave. 5 Single Family north 64.7 648 0.1 67.7 EdInqer Ave. 6 Single family north 711 71,7 0.0 74,7 Edirqer Ave, 7 Single family north 67,16 67.6 0,10 70,6 Ave. 8 _gqtger Multi Family north 662 66.2 0.0 69.2 - Edinger Ave. 9 North Centennial 59.6 59,7 02 62.5 Education Center 10 Southeast Centennial 548 55,0 02 55.0 Education Center 11 Single Family east 71.8 71.8 0.0 74.8 Fairview Street 12 Single Family east 74.3 71,6 0 3 74.3 Fairview Street 13 Single Family east 71.3 71.6 0.3 74.3 Fairview Street 14 Single Family east 71.4 71.4 0.0 74.4 Fairview Street 15 North Godinez High 53.6 543 U 55.0 School 16 Northwest Mitchell 43.5 44.9 1.4 55.0 School 17 North Heritage Museum 481 48,6 0.5 55,0 Structure 18 South Godinez High 433 434 V 55.0 school 19 Northwest Godmez 46.2 49,0 2.8 55,10 I High School -'City NOIS9 StOOdOld x Arnt:e,t Nmo II Q dB IN hen -.-KiSI Ing No inn L@Vols AWYFo CO, 91,nOand -E-Id =Eacee Is No seslanda'd With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a 4.1 dB increase. As shown in Table 46, the construction activity would riot exceed the daytime noise standard. Additionally, the borehole drilling activities Would be conducted during the day when the construction activity would be exempt under Mid Basin Centennial Park 2 I 'ecu)n Well Proj ect Final FIR 5-167 -268 Section 5 the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 47: MBI -3 Borehole Drilling /Reaming and MIBI -5 Well Development Might Time Noise Levels Receiver: Description Existing Fixlstina + Increase Threshold Conistruatlon 1 Multi Family west Santa 34.6 44.4 9.8 50 Ana River 2 Muil'u Family west Santa 54.5 54.6 0.1 57.5 Ana River 3 Single Family north 58.1 58.3 0.2 62.1 Edinger Ave. 4 Single Family north 57.0 57.4 0.4 60.0 Edinger Ave. 5 Single Family north 57.3 57.4 0.1 603 Edinger Ave. 6 Single family north 64.3 64.3 0.0 67.3 Edinger Ave. 7 Single family north 602 60.2 010 612 Edinger Ave. 8 Multi Family north 58.9 58.9 0.0 61.9 Edinger Ave. 9 North Centennial 52.1 53.2 1:1 55.1 Education Center 10 Southeast Centennial 49.2, 49.2 D.4 50.17 Education Center 11 Single Family east 66.7 66.7 0.1 697 Fairview Street 12 Single Family east 66.3 66.6 0.3 69.3 Fairview Street 13 Single Family east 66,3 663 0.5 69.3 Fairview Street 14 Single Family east 66.3 66.3 0.0 69.3 Fairview Street 15 North Godinez High 48.4 48.5 0.1 50.0 School 16 Northwest Mitchell 37.4 j 41.5 4.1 50.0 School 17 North Heritage Museum 42.9 43.9 1.0 50.0 Structure 18 South Godinez High 38.2 38.3 0.1 50.D School 19 Northwest Godinez High 35.3 46.3 11.0 50.0 School 'I rely Ni $1andard nr Amdlr;nI Noise trivet d,S Wr on Exist irig Naive Levels AUava ( Ay Slaadaral aald =Exceeds Noise SGandsed Threshold n Mid Basin Centennial Park �Jednjg6Project Final EIR 5 -168 Section 5 With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to an 11.0 dB increase. As shown in Table 47, the construction activity would not exceed the night tirne noise standard. Potential noise impacts would be less than significant, MBI-3 Well Construction The well construction activities would be required to occur 24 hours per day 7 days a week until completion. The duration of the wel'l construction activities would be 3 days. Table 48 and Table 49 show the noise levels during the day and night when well construction would be occurring. Table 48; MIBI-3 Well Construction Day Time Noise Levels Receiver Description Existing F-xisting + Increase Threshold Construction 1 Multi Family west Santa 413 46.0 4,2 55.0 Ana River 2 Multi Family west Santa 61.9 62.0 OA 64.9 Ana River 3 Single Family north 65.6 65,15 01.0 686 I Edinger Ave. 4 Single Family north 64.4 64.6 02 67,6 Edinger Ave, 5 Single Family north 64.7 64,8 0.1 67.7 Edinger Ave. 6 Single family north 71.7 71,7 m 74.7 Edinger Ave. 7 Single family north 676 67.6 U 70.6 Edinger Ave. 8 Muld Family north 66.2 6-6-2 0.0 691 Edinger Ave. 9 North Centennial 59.5 5947 0.2 62-5 Education Center -0 Southeast Centennial 54,8 5418 0.0 55,0 Education Center 11 Single Family east 71.8 71.8 M 7448 Fairview Street 12 Sirrgie Family east 71.3 71- _6 0.0 74.3 Fairview Street 13 Single Family east 71.3 71.6 0.0 74.'.3 Fairview Street 14 Single Family east 71 A 71.4 GrU 74.4 Fairview Street 15 North Godinez High 53.6 516 0,0 55.0 school 16 Northwest Mitchell 43.5 44.6 1.1 55,0 Mid Basin Centennial Park �Vp;'Qn,�jyroject Final Elks 5 -169 Section 5 With the construction of the sound walls, the well construction activities would result in noise levels that would range from a 0.1 dB increase to a 4.2 dB increase. As shown in Table 48, the well construction activity would not exceed the daytime noise standard. Additionally, the well construction activities would be conducted during the day when the construction activity would be exempt under the City's Ordinance. Potential noise impacts would be less than significant. Table 49: MBI-3 Well Construction Night Time Noise Levels Receiver School Existing i Existing* lo&ease Tbreshold 17 North Heritage Museum 48.1 - 48.4 0 3 55.0 1 Structure 346 444 7 9.8 50.0 18 South Godinez High 43.3 43.3 01 55,0 2 School 545 54.6 01 57.5 19 Northwest Godinez 462 48.4 -7 2.2 5-0 3 High School 58.1 58.2 0.1 61.1 I -City Noise. Standard m AiTibien I Naqse 06401 +3 0B When ExiOing Noise Lovds Above City Stan Jad Bald =Exceuds Noise Standard nireshold With the construction of the sound walls, the well construction activities would result in noise levels that would range from a 0.1 dB increase to a 4.2 dB increase. As shown in Table 48, the well construction activity would not exceed the daytime noise standard. Additionally, the well construction activities would be conducted during the day when the construction activity would be exempt under the City's Ordinance. Potential noise impacts would be less than significant. Table 49: MBI-3 Well Construction Night Time Noise Levels Receiver Description Existing i Existing* lo&ease Tbreshold Construction 1 Multi Family west Santa 346 444 7 9.8 50.0 Ana River 2 Multi Family west Santa 545 54.6 01 57.5 Ana River 3 Single Family north 58.1 58.2 0.1 61.1 Edinger Ave. 4 Single Family north 57.0 57,3 0.3 60.0 Edinger Ave. 5 Single Family north 57.3 57.4 0.1 60.3 Edinger Ave. 6 Single family north 6-4.3 64.3 0.0 67.3 Edinger Ave. 7 Single family -north-6O -2 60.2 0.0 63,2 Edinger Ave. 8 Multi Family north 58.9 58.9 0.0 61.9 Edinger Ave. - 9 North Centennial 52A 53,10 0.9 75 -, Education Center 10 Southeast-Centenmal 49.2 49,2 0,0 -522 Education Center 11 Single Family east 66.7 66.7 0.0 70,7 Fairview Street 12 Single Family east 66.3 66,3 0.0 69.3 Fairview Street ..13 Single Family east -J-66-3-1 66 3 0.0 693 Mid Basin Centennial Park �jgdn, till Project Final EIR 5-170 1 Section 5 With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0, 1 dB increase to a 9.8 dB increase. As shown in Table 49, the construction activity would not exceed the night time noise standard. Potential noise impacts would be less than significant. Phase 4 Construction Activities Phase 4 construction activities would include: Sound Panel Construction and Removal at M!31-2; Conductor Casing Installation at MBI-2; Borehole Drilling and Reaming at MBI-2; Well Construction at MBI-2, and Well Development at MBI-3. Since well development at MBI-3 has the potential to occur simultaneously with the borehole drilling and reamilng at MBI-2, it has been analyzed in combination with the borehole drilling and reaming at MBI-2, MBI-2 Sound Wall Construction The noise levels increases generated from the construction of the sound wall at MBI-2 would range from 0.1 dB increase to an 87 dB increase. As shown in Table 50, the construction activity would not exceed the City's day time noise standard. Additionally, the construction and removal of the sound walls would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Mid Basin Centennial Park k"LO 8'62 Project Final EIR 5-171 2v�� Fairview Street 14 Single Family east 66.3 -6-673— 0.0 693 Fairview Street 15 North Godinez High 484 48.4 0.0 50 O School 16 Northwest Mitchell 37,4 40,8 3A 50 _0 School 17 North Heritage MUSEUru 42.9 43.8 0,9 WO Structure is South Godinez High 38.2 38.3 01 50.0 School 19 Northwest Godinez 35,3 45,0 9.7 50.0 High School I I I =Cliy Noise S fir.indard or ArnbieM Noise lo"I ,3 dS when Exislmg Noise Levels Above Citg Slandar.1 Bold =Fxc ads Nnlse Standard d Threshold With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0, 1 dB increase to a 9.8 dB increase. As shown in Table 49, the construction activity would not exceed the night time noise standard. Potential noise impacts would be less than significant. Phase 4 Construction Activities Phase 4 construction activities would include: Sound Panel Construction and Removal at M!31-2; Conductor Casing Installation at MBI-2; Borehole Drilling and Reaming at MBI-2; Well Construction at MBI-2, and Well Development at MBI-3. Since well development at MBI-3 has the potential to occur simultaneously with the borehole drilling and reamilng at MBI-2, it has been analyzed in combination with the borehole drilling and reaming at MBI-2, MBI-2 Sound Wall Construction The noise levels increases generated from the construction of the sound wall at MBI-2 would range from 0.1 dB increase to an 87 dB increase. As shown in Table 50, the construction activity would not exceed the City's day time noise standard. Additionally, the construction and removal of the sound walls would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Mid Basin Centennial Park k"LO 8'62 Project Final EIR 5-171 2v�� Section 5 Table 50: IVIBI-2 Sound Wall Construction Noise levels Receiver Description Existing Existing + Increase X17 Noise Construction Standard Threshold I Multi Family west 41.8 50.2 8A 55.0 Santa Ana River 2 Multi Family west 61 9 62.0 D 1 64.9 Santa Aria River 3 Single Family north 656 651 0.1 68,6 Edinger Ave. 4 Single Family north 64.4 647 03 68.4 Edinger Ave. 5 Single Family north 64.7 64.8 0,11 67.7 Edinger Ave. 6 Single family north 71.7 711 0.0 74.7 Edinger Ave. 7 Single family north 67.6 67.6 0.0 70.6 Edinger Ave, 8 Multi Family north 66.2 66.2 U 69.2 Edinger Ave. 9 North Centennial 59.5 59.9 0.4 62.5 Education Center 10 Southeast Centennial 54.8 54.9 Orl 55.0 Education Center 11 Single Family east 71.8 71.8 0.0 743 Fairview Street 12 Single Family east 71.3 71.3 0.1 74.3 Fairview Street -T4 -3 13 Single Family east 71.3 71 02 Fairview Street 14 Single Family east 71.4 71.4 OrO 74,4 Fairview Street 15 North Godmez High 516 53.6 12 55.0 School 1� Northwest Mitchell 43.5 47.0 3.5 55.0 School 17 North Heritage 48.1 48.9 0,8 55.0 Museum Structure is South Godinez High 43.3 43.4 O'l 55,0 School 19 Northwest Godinez 462 54.9 8.7 55.0 High School I -City Now Stafid,10 ar Ambiw I NO, 90 10,al 13 d0 Whom Exisfinq NO, $G Lev,16 Above City Slandard Bold =Exceeds Noise Standard Threshold Mid Basin Centennial Park �f&efjProi Final EIR 5-172 Section 5 MBI-2 Conductor Casing Installation With the construction of the sound wails, the installation of the conductor Casing at M131-2 would result in noise levels that would range from a 0.1 dB increase to a 1.8 dB increase. As shown in Table 51, the installation of the conductor casing would not exceed the day time noise standard. Additionally, the installation of the conductor casing would occur during the day and when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 51: MBI-2 Conductor Casing Installation Noise Levels Receiver Description Existing Existing 'r Increase (1) Noise construction $tandaiid Threshold 1 Wb Family west Santa 41.8 43.6 1.13 55.0 Ana River 2 Mulh Family west Santa 61.9 610 01 64,9 Ana River 3 Single Family north 65.6 65 6 9.0 68.6 Edinger Ave. 4 Single Family north 64.4 64.4 0.0 68.4 Edinger Ave. 5 Single F-ar:�-Iy-nar-th­--64 -7 64.7 0.1 67.7 Edinger Ave, 1 6 Single family north 71.7 71.7 0.0 74.7 Edinger Ave, 7 Single family north 67.6 67.6 0.0 70.6 Edinger Ave 8 Multi Family north 66.2 66.2 0.0 69.2 Edinger Ave. 9 North Centennial 55­579 -5 0.0 625 Education Center 10 Southeast Centennial 54.8 54.8 0.0 55r0 Education Center 11 Single Family east 71.8 71.8 0,0 74.8 Fairview Street 12 Single Family east 71.3 71.3 0.0 743 Fairview Street 13 Single Family east 71.3 T1.3 0.0 74.3 Fairview Street 7-4 Single Family east 71.4 71.4 0 0 74.4 Fairview Street North Godinez High 53.6 53.6 0 0 550 School Northwest Mitchell 435 416 0.1 55.0 School Mid Bastin Centennial Parkjcyynll4Project Final EIR 5-173 Section 5 17 North Heritage Museum 48.1 48 1 0.2 55.0 Structure is South Gcdinez High 43.3 43.3 0.0 School 7-9 Northwest -Godinez High -46.2 -46.8 0,6 55.0 School I 70ty Noise Standard or A rnblent Nalsp IeveB A r1B Wripin Existing Nnike I.revets Above City Standard B.1d -E.cer,ds Noop Standwd Thro&huld MBI-2 Borehole DrillinglReaming and MBI-3 Well Development The noise levels generated during concurrent borehole drilling at MBI-2 and well development at M131-3 are shown in Table 52 and Table 53. The borehole drilling activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well development of M131-5 would be required to operate 12 to 24 hours a day to simulate well operations. The duration of engine testing would be 6 days for 12 hours and 1 day for 24 hours. Table 52: MBI-2 Borehole Drilling and MBI-3 Well Development Day Time Noise Levels 'Receiver Description Extatirig Ex'W410 + Increase ^ Threshold Constroction 1 Multi Family west Santa 41,8 60.6 8.8 55.0 Ana River 2 Multi Family west Santa 61.9 62,1 02 84.9 Ana River 3 Single Family north 65.6 65.7 0 1 68.6 Edinger Ave, 4 Single Family north 64.4 64.7 0,3 67.4 Edinger Ave. 5 Single Family north 643 64.8 0,11 67.7 Edinger Ave. 6 Single family north 713 71.7 On 74.7 Edinger Ave. 7 Single family north 67.6 67.6 0,0 70.6 Edinger Ave, 8 Multi Family north 66.2 66.2 0.0 69.2 Edinger Ave. 9 North Centennial 59.5 59.9 0.4 62.5 Education Center 10 Southeast Centennial 54.8 54.8 M 55.0 Education Center 11 Single Family east 71,8 71.8 0.0 74.8 Fairview Street 12 Single Family east 71.3 71.3 0,0 74.3 Mid Basin Centennial Park Jjg3dnj " Project Final EIR 5-174 Section 5 With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0,1 dB increase to an 8.8 dB increase. As shown in Table 52, the construction activity would not exceed the daytime noise standard. Addltionallly, the borehole drilling activities would be conducted during the day when the construction activity would be exempt under the City's poise Ordinance. Potential) noise impacts would be less than significant. Table 53: MBI -2 Borehole Drilling and MBI -3 Well Development Night Time Noise Impacts Receivor: Fairview Street Existing Existing t Increase Threshold " 13 Single Family east 71.3 71.3 0.0 74.4 1 Fairview Street 34.6 44.7 101 50.0 14 Single Family east 71.4 71.4 0.0 74.4 - 2 Fairview Street 54,5 54.9 0.4 57.5 15 North Godinez_ High 53.6 536 0.0 55.07 3 School 58.1 58.4 0.3 60.1 16 Northwest Mitchell 43.5 47.0 3.5 55.6 4 School 57.0 57.3 0.3 60.0 17 North Heritage Museum 481 48.9 0.8 55.4 5 Structure 57.3 57.5 0.2 59.3 18 South Godinez High 43.3 43.4 01 55.0 6 School 64.3 643 0.0 65.3 19 Northwest Godinez High 46.2 52.7 IT 5 55.0 7 School 60.2 66.2 0.0 622 9 City Noise Standard at r4lbmt Nais'a level 13 dIB WJhers Existing Nbise ILnvcls Ab000 City 5landard Hold =Excerds Noise Ftondald Threshed With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0,1 dB increase to an 8.8 dB increase. As shown in Table 52, the construction activity would not exceed the daytime noise standard. Addltionallly, the borehole drilling activities would be conducted during the day when the construction activity would be exempt under the City's poise Ordinance. Potential) noise impacts would be less than significant. Table 53: MBI -2 Borehole Drilling and MBI -3 Well Development Night Time Noise Impacts Receivor: 06spription Existing Existing t Increase Threshold " Uhstwttlonr 1 Multi Family west Santa 34.6 44.7 101 50.0 Ana River 2 Multi Family west Santa 54,5 54.9 0.4 57.5 Ana River 3 Single Family north 58.1 58.4 0.3 60.1 Edinger Ave. 4 Single Family north 57.0 57.3 0.3 60.0 Edinger Ave. 5 Single Family north 57.3 57.5 0.2 59.3 Edinger Ave. 6 Single family north 64.3 643 0.0 65.3 Edinger Ave. 7 Single family north 60.2 66.2 0.0 622 Edinger Ave. 8 Multi Family north 66.9 56.9 0.0 00.9 � , Mid Basin Centenniall Park 2vcAntteroject Final Ell 5 -175 Section 5 With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a 10.1 dB increase, As shown in Table 53 the well borehole drilling activities would not exceed the night time noise standard. Potential noise impacts would be less than significant, l Well Construction The well construction activities would be required to occur 24 hours per day 7 days a week until! completion. The duration of the well construction activities would be 3 days, Table 54 and Table 55 show the noise levels during the day and night when welt construction would be occurring. Mid Basin Centennial Park �t,&JjF�Project Final EIR 5-176 Edinger Ave. 9 --�-2A North Centennial 52 1 ID 56.1 Education Center 10 Southeast Centennial 49.2 49 3 OA 510 Education Center 11 Single Family east 66.7 667 0,0 67 7 Fairview Street 12 Single Family east 663 66,3 00 67 3 Fairview Street 13 Single Family east 663 66.3 0,0 673 Fairview Street 14 Single Family east 66,3 66.3 OL 67.3 Fairview Street 15 North Godinez High 48.4 48.4 0.0 50.0 SchooB 16 Northwest Mitchell 37.4 38,9 1.5 50,0 School 17 North Heritage Museum -2- 42.9 43.1 02 50.0 Structure 18 South Godinez High 38,.2 382 0,0 50.0 School 19 Northwest Godinez High 35.3 43.6 8,3 50.0 School I I I 1 UVNO,,L, SwIdardwAmbawl Nose lesvel +3 dB When ExisfinqNoise LevefeAbnva City Standard Bold = Exceeds Noise Standard Thore3hQjd With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a 10.1 dB increase, As shown in Table 53 the well borehole drilling activities would not exceed the night time noise standard. Potential noise impacts would be less than significant, l Well Construction The well construction activities would be required to occur 24 hours per day 7 days a week until! completion. The duration of the well construction activities would be 3 days, Table 54 and Table 55 show the noise levels during the day and night when welt construction would be occurring. Mid Basin Centennial Park �t,&JjF�Project Final EIR 5-176 Section 5 Table 54. ll Well Construction Day Time Noise Levels Receiver Description Existing,' Existing+ Increase Threshold Construction 1 Multi Family west Santa 41.8 451 3.3 55.0 Ana (River 2 Multi Family west Santa 61.9 62.0 0.1 64.9 Ana Diver 3 Single Family north 65.6 65.6 0.0 69.6 Edinger Ave. 4 Single Family north 64.4 64.4 0.0 67.4 Edinger Ave. 5 Single Family north 64.7 64.8 - 0.1 671 Edinger Ave. 6 Single family north 71.7 71.7 0.0 74.7 Edinger Ave. 7 Single family north 67.6 67.6 0.0 706 Edinger Ave. 8 Multi Family north 66.2 66.2 0.0 6942 Edinger Ave. 9 North Centennial 59.5 59.5 0.0 6245 Education Center 10 Southeast Centennial 54,8 54.8 0,0 55.0 Education Center 11 Singie Family east 71.8 71.8 0.0 74.8 Fairview Street 12 Single Family east 71.3 71.3 0.0 74.3 Fairview Street 13 Single Family east 71.3 71.3 0.0 74.3 Fairview Street 14 Single Family east 71,4 71.4 0.0 74.4 Fairview Street 15 North Godinez High 516 516 0.0 55.0 School 16 Northwest Mitchell School 43.5 43.6 0.1 55.0 17 North Heritage Museum 481 48.1 0.0 55.0 Structure 18 South Godlnez High 43.3 43.3 0.0 55.0 School 19 Northwest Goddnez High 462 47.1 0.9 55.0 School '4= CCXty Noise standard or ,Ambient Noise P.vPI +3 da When Existing; Noise Levels Above Cily Standard Bold - Exceeds Noise Siondned Threshold With the construction of the sound walls, the well construction activities would result in noise levels that would range from a 0.1 dB increase to a 3.3 dB increase, As shown in Table 54, the well construction activity would not exceed the daytime noise standard. Additionally, the well construction activities would be Mid Basin Centennial Park J�itc� &&Project Final EIR 5 -177 Section 5 conducted during the day when the construction activity would be exerniat under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 55: IVIBI-2 Well Construction Night Time Noise Levels Receiver Description Existing Existing + increase 'Threshold Construction, 1 Multi Family west Santa 34.6 42,9 83 50.0 Ana River 2 Mufti Family west Santa 545 54.8 0.3 57,5 Ana River Single Family north 58.1 58.3 0,2 61.1 Edinger Ave. 4 Single Family north 57,0 57.2 0.2 60.0 Edinger Ave. 5 Single Family north 573 57.4 01 603 Edinger Ave. 6 Single family north 64,3 64.3 0.0 67.3 Edinger Ave. 7 Single family north 60.2 60.2 0.0 512 Edinger Ave. a Multi Family north 58.9 58.9 0.0 61 9 Edinger Ave. 9 North Centennial 521 521 0.0 55.1 Education Center 10 Southeast Centennial 49.2 49.3 0.1 50.0 Education Center 11 Single Family east 66.7 66.7 0.0 69.7 Fairview Street 12 Single Family east 66.3 66.3 0.0 6-93 Fairview Street 13 Single Family east 663 66 3 0.0 69.3 Fairview Street 14 Single Family east 66.3 663 0.0 69.3 Fairview Street 15 North Godmez High 48.4 48.4 0.0 50,0 School 16 Northwest Mitchell 37.4 37.7 0.3 50.0 School 17 North Heritage Museum 42,9 410 7.1 50.0 Structure 18 South Godinez High 38.2 38.2 0.0 50.0 School 19 Northwest Godinez High 35.3 40,8 5.5 500 School -T ( Y wL-11jm" Mb.nt d N�,.. ., �3 dBWNm, ErisNngy Noise LeM,A�,� City Standard Bold =ExceHds Nme Sumard WesliDij 1k, I �3 ) Mid Basin Centennial Park In' WV611Pr,',ct Final EIR 5-178 2'9622' Section 5 With the construction of the sound walls the well construction activities Would result in noise levels that would range from a 0,1 d6 increase to an 8.3 dB increase. As shown in Table 55, the construction activity would not exceed the night time noise standard. Potential noise impacts would be less than significant. Phase 5 Construction Activities The Phase 5 construction activities would include: Sound Wall Construction and Removal at MBl-4; Conductor Casing Installation at MBI-4; Borehole Drilling and Reaming at MBI-4; Well Construction at MBI-4; and Well Development at MBI-2. Since well development at MBI-2 has the potential to occur simultaneously with the borehole drilling and reaming at MBI-4, it has been analyzed in combination with the borehole drilling and reaming at MBI-4, MBI-4 Sound Wall Construction The noise levels generated from the construction of the Sound wall at M61-4 would range from a 0.1 dB increase to 1.5 dB increase. As shown in Table 56, the sound wall construction would not exceed the City's day time noise standard. Additionally, the construction of the sound wall would occur during the day when the construction activity would be exempt under the City's Noise Ordinance, Potential noise impacts would be less than significant. Table 56: MBI-4 Sound Wall Construction Noise Levels Receiver Description Existing Existing + Increase 11 l Noise Con , struction Standard threshold 1 Multi Family west Santa 41,8 52.2 0.4 55.0 Ana River 2 Multi Family west Santa 61.9 62.0 01 64.9 Ana River 3 Single Family north 65.6 65.6 0,0 68.6 - 4 -tqLEL!Ave. Single Family north - 64.4 64.4 0.0 68.4 Edinger Ave._ 5 Single Family north 647 64.8 0.1 67.7 Edinger Ave. - 6 Single family north 713 71.8 0.1 747 1 Edinger Ave. 7 Single family north 67.6 67.9 0.3 70.6 Edilnger Ave. 8 Multi Family north 62 63 �� 1 �2 Edinger Ave. 9 North Centennial --59-,5 61.0 1 5 625 Education Center 10 Southeast Centennial --- 54.8 54.8 0.1 Education Center 11 Single Family east 71,8 71.8 00 Fairview Street I Mid Basin Centennial Park��cko1196Project Final EIR 5-179 Section 5 12 Bungle Family east 71.3 71.3 0.1 74.3 Fairview Street iCorMstriuction Standard 13 Single Family east 71.3 71.3 0.2 74.3 1 Fairview Street 41.8 41.8 0.0 55.0 14 Single Family east 71.4 71.4 _ 0.0 74.4 2 Fairview Street 61.9 62.0 0.1 64.9 15 North Godinez High 53.6 53.6 1.2 5.5.0 3 School 65.6 65.6 0.0 68.6 is Northwest Mitchell 43.5 43.6 0.1 55.0 4 School 64.4 64.4 0.0 67.4 17 North Heritage Museum 48.1 48.2 01 55.0 5 Structure 64.7 64.7 0,0 67.7 18 South Godlnez High 43.3 43.3 0.0 55.0 6 School 717 71.8 CA 74.7 19 Northwest Godinez 48.2 46.2 0.0 55.0 7 Hi h Schaal 67.6 67.7 0.1 70.6 Cry Noise'9taroafd of Aynhiant Noise lewal -3 dB when Exusding Nuke Levels Above City standard Bold = Exceed& Noise 5tanclwd Thraghoid lb1i Conductor Casing installation With the construction of the sound walls, the installation of the conductor casing at M13I -4 would result in noise levels that would range from a -0.7 dB decrease to a 0.1 dB increase. As shown in Table 57, the installation of the conductor casing would not exceed the City's day time noise standard. Additionally, the installation of the conductor casing would occur during the day when the constructiion activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 57: MBI-4 Conductor Casing Installation) Noise Levels Receiver Description Existing Existing+ Increase (1) Noise iCorMstriuction Standard Threshold 1 Multi Family west Santa 41.8 41.8 0.0 55.0 Ana River 2 Multi Family west Santa 61.9 62.0 0.1 64.9 Aria River 3 Single Family north 65.6 65.6 0.0 68.6 Edinger Ave. 4 Single Family north 64.4 64.4 0.0 67.4 Edinger Ave. 5 Single Family north 64.7 64.7 0,0 67.7 Edinger Ave. 6 Single family north 717 71.8 CA 74.7 Edinger Ave. 7 Single family north 67.6 67.7 0.1 70.6 Edinger Ave. Mid Basin Centennial Park I JAcdon��IllProject Final EIR 5 -'180 Section 5 8 1 amily north €i6.2 66.3 OA 69.2 Edinger Ave. ":dtistinuction -6 North Centennial 59,5 58.8 -0.7 62.5 Education Center 10 Southeast Centennial 54.8 54,8 0.0 55.0 Erl Center 11 Single Family east 71.8 71,8 O'D 74.6 Fairview Street 12 Single Family east 7113 71,3 00 74.3 Fairview Street 13 Single Family east 71 3 71.3 0.0 74,3 Fairview Street 14 Single Family east 714 71.4 0.0 74.4 Fairview Street 15 North Godinez High - 53.6 516 0,0 55.0 School 16 Northwest Mitchell 43.5 43.5 D'O 55,0 School 17 North Heritage Museum 48.1 451 0.0 55.0 Structure 18 South Godinez High 43.-3 433 0.0 55.0 School 19 Northwest Godinez High 46.2 46.2 o 0 55.0 School I-C it V Make Standairld or Ambient Noise level 1 +3 :16 WheTi Exist in Lj Noise leave Is. A ituve City &andofd Bold mE.oeeds Ncnsa 9rviidard I hrshold MB14 Borehole Driffing✓Reaming and MBI-2 Well Development The noise levels generated during concurrent borehole drilling at MB-4 and well development at M'BI-2 are shown in Table 58 and Table 59. The borehole drilling activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well development of MBI-2 would be required to operate 12 to 24 hours a day to simulate well operations. The duration of engine testing would be 6 days for 12 hours and 1 day for 24 hours. Table 58: MBI-4 Borehole Drilling and MBI-2 Well Development Day Time Noise Levels 'Aacelver Description ExIsti 9XISOJI incree11I Throill ":dtistinuction 1 Multi Family west 41.8 488 7.0 55.0 Santa Ana River 2 Multi Family west 61.9 621 1 64.9 Santa Ana River 3 Single Family north 1_65-Z 65.7 0.1 1 65,6 Mid rig�Project Final EIR 5-181 Basin Centennial Park ��q&_ Section 5 With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a TO dB increase. As shown in Table 58, the construction activity would not exceed the daytime noise standard. Additionally, the borehole drilling activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Mid Basin Centennial Park I tect')n 283 Well project Final EIR 5-182 - Edinger Ave 4 Single Family north- 64.4 64.5 0.1 - 67.4 Edinger Ave. 5 Single Family north 647 649 0.2 767.7 Edinger Ave. 16 Single family north 717 71.8 01 74.7 Edinger Ave. 7 Single family north N 67.6 67.8 02 706 Edinger Ave. 8 Multi Family north 66,2 663 0.1 7-9 -2 Edinger Ave. 9 North Cantenniai 59.5 59,2 -03 1 62.5 Education Center 10 Southeast Centennial 54,8 54.8 0.0 550 Education Center 11 Single Family east 71,8 71 8 0.0 748 Fairview Street 12 Stogie Family east 71.3 71.3 0.0 74,8 Fairview Street 7-3 Single Family east 71,3 71.3 00 74.8 Fairview Street 1-4 Single Family east 71.4 71.4 0.0 74.4 Fairview Street 15 North Godinez High 5,16 53,6 0,0 55.0 School 16 Northwest Mitchell 435 440 0,5 55.0 School 17 North Heritage 48.1 48,2 0.1 55.0 Museum Structure 18 South Godinez High 43.3 43.3 D'O 550 School 9 Northwest Godinez 46.2 48.8 2.6 55,0 High School I =C ty Noise Standard or At tr b! on I NDt so Jo el +-3' d D W hen E x i sfing Noise Loamy; Above City S,t an dafd H.Id =E.G..ds N.,S, sttwiaA ThrkshDId With the construction of the sound walls, the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a TO dB increase. As shown in Table 58, the construction activity would not exceed the daytime noise standard. Additionally, the borehole drilling activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Mid Basin Centennial Park I tect')n 283 Well project Final EIR 5-182 - Section 5 Table 59: MBI-4 Borehole Drilling and MBI-2 Well Development Night Time Noise levels Receiver Description Existing Existing + increase Threshold Construction I Multi Family west Santa 34.6 399 5.3 50r0 Ana River 2 Multi Family west Santa 54+5 54 7 0.2 57 5 Ana River 3 Single Family north 58.1 58.2 0.1 61.1 Edinger Ave, 4 Single Family north 57.0 57.2 0.2 60,0 Edinger Ave. 5 Single Family north 57.3 57 033- 60.3 Edinger Ave. 6 Single family north 643 64.4 OA 67.3 Edinger Ave. 7 Single family north 60.2 60.7 0.5 63.2 Edinger Ave, 8 Multi Family north 58.9 590 0.1 61.9 Edinger Ave. 9 North Centennial 52.1 53.7 1.6 55.1 Education Center 10 Souffileast Centennial 49,2 493 0.1 50.0 Education Center 11 Single Family east 561 66.7 D.O Fairview Street 12 Single Family east 66.3 66.3 0,0 69,3 Fairview Street 13 Single Family east 66.3 66.3 0.0 693 Fairview Street 14 Single Family east 66.3 66.3 0.0 69.3 Fairview Street 15 North Godinez High 48.4 4a,4 0'() 500 School 7-6 Northwest Mitchell 37.4 377 OA 50.0 School 17 North Heritage Museum 42,9 43.2 0.3 50.0 Structure 18 South Godinez High 38.2 38.2 ().0 50.0 School 19 Northwest Godinez High 5.3 38,0 2.7 50.0 School 7-C ty -NO so qlandard or -Ambient Noise I eve I, A -dB Woen -ExistVng Noise Levels Also" cil i MFX(X0d$ [4'i*e 9landard Threshold Mid Basin Centennial Park I Le tpn 284 Well Project Final EIR 5-183 - Section 5 With the construction of the sound walls, the well borehole drilling activities and well development activities would result in noise levels that would range from a OA dB increase to a 5.3 dB increase. As shown in Table 5, the well borehole drilling activities and well development activities would not exceed the night time noise standard. Potential noise impacts would be less than significant. MB14 Well Construction The well construction activities Would he required to occur 24 hours per day 7 days a week until completion. The duration of the well construction activities would be 3 days, Table 60 and Table 61 show the noise levels during the day and night when well construction would be occurring. Table 60: M131-4 Well Construction Day Time Noise Levels Receiver Descriptions Existing existing 4 Increase Threshold Construction 1 Multi Family west Santa 41.8 411.9 0.1 55.0 Ana River Multi Family west Santa 61.9 62.0 0.1 64,9 Ana River 3 Single Family north 65.6 656 0.0 68,6 Edinger Ave. 4 Single Family north 64.4 64.4 0.0 67.4 Edinger Ave. 5 Single Family north 64.7 64.7 0.0 67.7 Edinger Ave. 6 Single family north 7117 71.8 0.1 74,7 Edinger Ave. 7 Single family north 67.6 678 0.2 70,6 Edinger Ave. 8 Multi Family north 66.2 66,3 69.2 Edinger Ave. 9 North Centennial 59.5 59.5 0.0 62.5 Education Center 10 Southeast Centennial 543 54.8 0.0 57.5 Education Center 11 Single Family east 71,8 71.8 0.0 74.8 Fairview Street 12 Single Family east 713 71.3 O'D 74.3 Fairview Street 13 Single Family east 71.3 71.3 0.0 74.3 Fairview Street 14 Single Family east 71.4 71.4 0.0 74.4 Fairview Street 15 High 536 536 0.0 55,0 tiNorl.I.Godrnez school Mid Basin Centennial Park gc8pri85 ell Project Final EIR 5-184 Section 5 16 Northwest Mitchell 43.5 43.6 0.1 58.6 School Construction 17 North Heritage Museum 48.1 48.2 0.1 55.0 Structure 18 South Godinez High 43.3 43.3 0,0 55.0 School 19 Northwest Godinez High 46.2 462 0.0 55.0 School 1 -Cjay Nn75e Stand.'rrd orAinb�enk Noise level r'3 dry when Existing NDise Levels Above City Standard EYold =Exceeds Nolse Standard) Tbr@shold With the construction of the sound walls, the well construction activities would result in noise levels that would range from a 0.1 dB increase to a 0.2 dB increase. As shown in Table 60, the well construction activity would not exceed the daytime noise standard. Additionally, the well construction activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 61: M13I-4 Well Construction Night Time Noise Levels Receiver Description Existing) ' Existing + Increase Threshold Construction 1 Multi Family west Santa 34.6 35.5 0.9 50.0 Aria River 2 Multi Family west Santa 54.5 54.5 0.0 57.6 Aria River 3 Single Family north 58.1 58.2 0.1 61.1 Edinger Ave. 4 Single Family north 57.0 57.0 0.0 610 Edinger Ave. 5 Single Family north 573 57.4 0.1 60.3 Edinger Ave. 6 Single family north 64.3 64.4 0.1 673 Edinger Ave. 7 Single family north 60.2 60,6 0.4 63.2 Edinger Ave. 8 Multi Family north 58.9 59.0 0.1 Edinger Ave. 8 North Centennial 52.1 54.6 2.5 55.1 Education Center' 10 Southeast Centennial 49.2 49.2 0.0 50.0 Education Center 11 Single Family east 66.7 667 0.0 69.7 Fairview Street 12 Single Family east 66.3 66.3 0.0 69.3 Fairview Street Mid Basin Centennial Park Ijg&g6Project Final FIR 5 -185 Section 5 13 Single Family east 663 66.3 0.0 693 Fairview Street rl�onstroctlon 14 Single Family east 66,3 663 0.0 66.3 Fairview Street 15 North Godinez High 48.4 48.4 0.0 51 School 16 Northwest Mitchell 37.4 37,6 0,2 50.0 School 4 North Heritage MuSeUlln 42.9 431 02 50.0 Stricture 18 South Godinez High 38.2 38,2 0.0 50.0 School 19 Northwest Godinez High 35.3 35.4 01 50.0 School i ii-Ciry NDisp Standard cir Ambnent Noise level 13 d13 when Ambient aiduve Giv Noise Standard Bold aExceeds NojEe SLandard Theashold With the construction of the sound walls the well borehole drilling activities would result in noise levels that would range from a OA dB increase to a 2.5 dB increase. As shown in Table 61, the construction activity would not exceed the night time noise standard. Potential noise impacts would be less than significant. Phase 6 Construction Activities The Phase 6 construction activities would include well development of MBI-4. The noise levels generated during well development at MBI-4 are shown in Table 62 and Table 63. The well development activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well development of MBI-4 would be required to operate 12 to 24 hours a day to simulate well operations. The duration of engine testing would be 6 days for 12 hours and I day for 24 hours, Table 62: MBI-4 Well Development Day Time Noise Levels Recelvor Description Existing Existing + increase 1hrishold rl�onstroctlon 1 Multi Family west Santa 41.8 42.5 0.7 55.0 Ana River 2 Multi Family west Santa 61.9 62.0 01 64.9 Ana, River 3 Single Family north 35,15 65.6 0.0 68.6 Edinger Ave. 4 Single Family north 64.4 64.4 0.0 Edinger Ave. 5 Single Family north 64.7 647 0.1 Edinger Ave. 6 Single family inorth 71.7 71.8 O'l Mid Basin Centennial Park 21jgq&g�Project Final EIR 5 Section 5 With the construction of the souind walls the well devellopment activities would result in noise levels that would range from a 01 dB increase to a 0.7 dB increase. As shown in Table 62, the well development activities would not exceed the daytime noise standard. Additionally, the well development activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 63: MBI-4 Well Development Night Time Noise Levels Receiver Edinger Ave, �xlstlrrg , Existing + Increase Thrpshold 7 Single family north 676 67.9 0,3 70.6 1 Edinger Ave 34.6 34.7 0.1 50.0 8 Multi Family north 66-2­ 7-6 -3 -0.1 - 65.2 2 Edinger Ave. 54.5 54.5 0.0 57.5 9 North Centennial 59.5 59,8 0.3 62.5 3 Education Center 58.1 58,1 0,0 6 1 A 10 SoutheasE Centennial 54,8 54,8 00 550 Education Center -1 Single Family east 71.8 71 _8 &C 74,8 Fairview Street 12 Single Family east 71.3 71.3 0.0 74.3 Fairview Street 13 Single Family east 71.3 71 3 0,0 74.3 Fairview Street Single Family east 7t-471.4 0.0 74.4 Fairview Street 15 North Godinez High 53,13 53.6 0.0 550 School 16 Northwest Mitchell 43.5 43,7 0,2 55,10 School 17 North Heritage MuseUM, 48.1 48.3 02 55.0 Structure 18 South Godinez High 413 433 0.0 55,0 School 7-9 Northwest Godinez High 46,2 462 0.0 55.0 School I "City Nose standard or Ambient Nome level +3 d8 When Existing Noise Levels Above Culy standard With the construction of the souind walls the well devellopment activities would result in noise levels that would range from a 01 dB increase to a 0.7 dB increase. As shown in Table 62, the well development activities would not exceed the daytime noise standard. Additionally, the well development activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 63: MBI-4 Well Development Night Time Noise Levels Receiver i Doscriptilain �xlstlrrg , Existing + Increase Thrpshold 1 C onstrootlian 1 Multi Family west Santa - 34.6 34.7 0.1 50.0 Ana River 2 Multi Family west Santa 54.5 54.5 0.0 57.5 Ana River 3 Single Family north 58.1 58,1 0,0 6 1 A rrr Mid Basin Centennial Park Injectonigli Project Final EIR 5-187 2 8 Section 5 With the construction of the sound walls the well development activities would result in noise levels that would range from a -0,2 dB decrease to a 0,2 dB increase. As shown in Table 63, the construction activity Would not exceed the night time noise standard. Potential noise impacts would be less than significant. Phase 7 Construction Activities Phase 7 construction activities would include: Sound Panel Construction and Removal at the Monitoring Well, Conductor Casing Installation at the Monitoring Well; Borehole Drilling and Reaming at the Monitoring Well; Well Construction at the Monitoring Well; Well Development at the Monitoring Well; and Well Equipping at MBI-2 and MBI-4, Mid Basin Centennial Park �&dnj gbProject Final PIP 5-188 Edinger Ave. 4 Single Family north 57.0 5'7,0 0.0 60,0 Edinger Ave. 5 Single Family north 573 57,3 Edinger Ave. 6 Single famfly north 643 64.4 0.1 67.3 Edinger Ave. 7 Single family north 601.2 60.4 02 63,2 Edinger Ave. 8 Multi Family north 58,9 58.9 0.0 61,9 Edinger Ave. 9 North Centennial 521 51.9 ri -0.2 55.1 Education Center to Southeast Centennial 49.2 49.2 O.C) 50,0 Education Center A�G 11 Single Family east 661 60- 00 69.7 Fairview Street 12 Single Family east 66,3 66.3 on. 69.3 Fairview Street 13 Single Family east 663 663 O'G 69.3 Fairview Street 14 Single Family east 66.3 66.3 ad 69.3 Fairview Street 15 North Godinez High 48.4 48.4 D'a 50.0 School 16 Northwest Mitchell School 37.4 37.4 0.0 6o.0 17 North Heritage Museurn 42.9 i 43.0 0.1 50.0 Structure 18 South Godinez High 38.2 38.2 0.0 50,0 School 19 Northwest Godinez High 353 35.4 0 School I I I-City Noise Standard -rAmbenl Morse level try V when ExiMing No),qu Levels Above. CNIy SlffdoW sold -E.Kxa& NnesiSeind.,ird rhrashoM With the construction of the sound walls the well development activities would result in noise levels that would range from a -0,2 dB decrease to a 0,2 dB increase. As shown in Table 63, the construction activity Would not exceed the night time noise standard. Potential noise impacts would be less than significant. Phase 7 Construction Activities Phase 7 construction activities would include: Sound Panel Construction and Removal at the Monitoring Well, Conductor Casing Installation at the Monitoring Well; Borehole Drilling and Reaming at the Monitoring Well; Well Construction at the Monitoring Well; Well Development at the Monitoring Well; and Well Equipping at MBI-2 and MBI-4, Mid Basin Centennial Park �&dnj gbProject Final PIP 5-188 Section 5 Monitoring Well Sound Wall Construction The noise levels increases generated from the construction of the sound wall at the monitoring well would range from 9.3 dB increase to 13.2 dB increase. The construction of the Sound wall would take 2 days and the removal of the sound wall Would take 2 days. As shown in Table 64, the sound wall construction would exceed the City's day time noise standard. The construction of the sound walls would occur during the day when the construction activity would be exempt under the City's Noise Ordinance, To minimize noise impacts at Godinez High School and the Heritage Museum, the project has incorporated a design feature that requires the construction of the Sound wall to occur when school is not is session, Potential construction noise impacts would be less than significant. Table 64: Monitoring Well Sound Wall Construction Noise levels Receivers DeiiOriptlon Existing Existing' Increase (1)'Nolse Construction Standard threshold 1 Multi Family West 41+8 41.8 0.0 55.0 Santa Ana River 2 Multi Family west 61.9 61.9 (H 64.9 Santa Ana River 3 Single Family north 65.6 65.6 0,0 68.6 Edinger Ave. 4 Single Family north 64.4 64.4 _0 -0 67-4 Edinger Ave. 5 Single Family north 64.7 64.7 cc 677 Edinger Ave. 6 Single family north 713 71.7 C.c 741 Edinger Ave. 7 Single family north 67.6 67.6 0.0 70,6 Edinger Ave, 8 Multi Family north 66.2 66.2 0-0-692 Edinger Ave. 9 North Centennial 59,5 69.5 0.0 62.5 Education Center I 10 Southeast Centennial 54.8 54.8 0.0 55.0 Education Center 11 Swingle Family east 71.8 71.8 0.0 74,8 Fairview Street 12 Single Family east 71.3 71.3 0-.0 74.3 Fairview Street 13 Single Family east 71.3 71.3 0.0 74.3 Fairview Street r74 T4:: 14 Single Family east 71A 71.4 0.0 Fairview Street (� , Mid Basin Centennial Park I g6nJ611 0 I Project Final ER 5-189 2 Sections 5 15 North Godinez High 5316 53.6 0.0 55.0 School Construction Standard 16 Northwest Mitchell 43.5 53.2 97 55.0 1 School 41,8 41.8 0.0 550 17� North Heritage 48.1 57.4 9.3 55.0 2 Museum Structure 6'1.9 61.9 0.0 64.9 is out Godinez High 43.3 56.5 13.2 55.0 3 School 65.6 65.6 0.0 68.6 19 Northwest Godinez 46.2 47.0 0.s 55.0 4 High School 64.4 64.4 10 67.4 7 City hBolse lStandard trr An Noise level +3 de When Existing Noise Levels Above City Standard Bold =ExcaaeCS NrSise Shandanf Threshold Monitoring Well Conductor Casing Installation With the construction of the sound walls, the installation of the conductor casing at the monitoring well would result in noise levels that would range from a 2.1 dB increase to a 5.4 dB increase. As shown in Table 66, the installation of the conductor casing would not exceed the City's day time noise standard. The instalilation of the conductor casing would take 1 day and would occur during the day when the construction activity would be exempt under the City's Noise Ordinance, potential noise impacts would be less than significant. Table 65: Monitoring Well Conductor Casing Installation Noise levels Receiver Description Existing Existing+ Increase t1j Noise ' Construction Standard Threshold 1 Multi Family west 41,8 41.8 0.0 550 Santa Ana River 2 Multi Family west 6'1.9 61.9 0.0 64.9 Santa Ana River 3 Single Family north 65.6 65.6 0.0 68.6 Edinger Ave- 4 Single Family north 64.4 64.4 10 67.4 (Edinger Ave. 5 Single Family north 64.7 647 0.0 67.7 Edinger Ave. 6 Single family north 717 71.7 0.0 747 Edinger Ave. 7 Single family north 67.6 67.6 0.0 70.6 Edinger Ave. 8 Multi Family north 66.2 66.2 0.0 69.2 Edinger Ave. 9 North Centenn4 59.5 59.5 00 62.5 Education Center 10 Southeast Centennial 54.8 54.8 0.0 550 I Mid Basin Centennial park Injection Well project Final EIR 5' -190 25C -291 Section 5 Monitoring Well Borehole Drilling and Reaming The noise levels generated during borehole drilling for the monitoring well are shown in Table 66 and Table 67. The borehole drilting activities would occur 24 hours seven days a week over an 8 day period. Table 66: Monitoring Well Borehole Drilling Day Time Noise Levels Receiver Education Center EXIsting Ex4;t11n'g,+ Increase Thresbpld 11 Single Family east 71,8 71 8 10 74.8 1 Fairview Street 41.8 41,8 0.0 55.0 12 Single Family east 71,3 71.3 0.0 74.3 2 Fairview Street 61.9 62.0 01 64.9 13- Single Family east 71.3 71.3 0,0 3 Fairview Street 1 65.6 65.6 0.0 6&6 14 Single Family east 71 A 71.4 ac 74.4 4 Fairview Street 64.4 64.4 0.0 67.6 15 North Godinez High 516 53.6 D'O 55.0 5 School 647 64.7 0.0 67.7 16 Northwest Mitchell 43.5 45.6 2.1 55.0 6 School 71,7 71,7 0.0 743 17 North Heritage 48.1 50.2 2-1 55.0 7 Museum Structure 67.6 67.6 0.0 70,6 18 South Godinez High 433 487 5.4 55.0 8 School 66.2 66.2 0.0 69,2 19 Northwest Godinez 46,2 46.2 &C 550 High School 1 -City Noise StandarO orAmbientNoim love, •0d8 Mai, Existing Nrjiq+? LovasAb(m Citystan'Jarl BQ1di mL.iepls ThreshOd Monitoring Well Borehole Drilling and Reaming The noise levels generated during borehole drilling for the monitoring well are shown in Table 66 and Table 67. The borehole drilting activities would occur 24 hours seven days a week over an 8 day period. Table 66: Monitoring Well Borehole Drilling Day Time Noise Levels Receiver Oescription EXIsting Ex4;t11n'g,+ Increase Thresbpld tiatirstruction 1 Mull Family west 41.8 41,8 0.0 55.0 Santa Ana River 2 Multi Family west 61.9 62.0 01 64.9 Santa Ana River 3 Single Family north 1 65.6 65.6 0.0 6&6 Edinger Ave, 4 Single Family north 64.4 64.4 0.0 67.6 Edinger Ave, 5 Single Family north 647 64.7 0.0 67.7 Edinger Ave. 6 Single family north 71,7 71,7 0.0 743 Edinger Ave. 7 Single family north 67.6 67.6 0.0 70,6 Edinger Ave. I I 8 Multi Family north 66.2 66.2 0.0 69,2 Edinger Mid Basin Centennlial Park Inlec in Well Project Final ERR 5-191 -292 Section 5 9 North Centennial 59.5 59 -5-0-0- - 62,5 Education Center Construction mm 10 Southeast Centennial 54,8 54.8 0,0 55,0 Education Center 11 Single Familly Past 71,8 71,8 J b 74.8 Fairview Street 12 Single Family east 71.3 71.3 0.0 74 3 Fairview Street 13 Single Family east 71.3 71,3 0.0 74.3 Fairview Street 14 Single Family east 71.4 71 A 0.0 74.4 Fairview Street I 15 North Godinez High 53,6 53.6 1 0.0 55.0 School 16 Northwest Mitchell 43.5 47.0 35 55.0 School 17 North Heritage 48.1 51.8 33 55.0 Museum Structure South Godinez High 413 511.0 7.7 55.0 School 19 Northwest Godinpz 462 46.2 0,0 55.0 High School J 1 I=City N oise Standad orAfrbient Noise le�pl Q dB When Existing Noise Levels Above City GiLlindard -1 _±GId =EIL �eod� Noise Standw(f Tlire-5hold With the construction of the Sound walls, the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a 7.7 dB increase. As shown in Table 66, the construction activity would not exceed the daytime noise standard. Additionally, the borehole drilling activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 67: Monitoring Well Borehole Drilling Night Time Noise Levels Receiver Description Existing lExisting + Increase Threshold Construction mm 1 Multi Family west 34.6 35.0 0.4 500 Santa Ana River 2 Multi Family west 54.5 54.5 0,0 575 Santa Ana River Single Family north 58,1 56.1 00 61.1 Edinger Ave. 4 Single Family north 570 57.0 00 60.0 Edinger Ave. 5 Single Family north 57 3 7 -73 0,0- 603 Edinger Ave. I In Mid Basin Centennial Park jec oll P roject Final EIR 5-192 kzi, 2 6n We-293 Section 5 6 Sing e I'l north -- 643 64.3 01 7C-7-3 Edinger Ave. 7 Single Family -north BU 60,2 0.0 63.2 Edinger Ave, 8 Multi Family north 58,9 58.9 0,0 61.4 Edinger Ave, 9 North Centennial 521 52.1 00 551 EdLIGatl ©n Center 10 Southeast Centennial 49.2 49.3 0.0 50.0 Education Center 11 Single Family east 66.7 66.7 00 693 Fairview Street 12 Single Family east 66.3 663 0.0 69.3 Fairview Street -3 Single Family east 66.3 66.3 0,0 69.3 Fairview Street 14 Single iEenroy -east -66.3 66.3 0,0 69,3 Fairview Street 15 North Godinez High 48.4 48.4 9,0 50.0 School Northwest Mitchell 37,4 45,2 7.8 50.0 School 17 North Heritage 42.9 50.1 7.2 50.0 Museum Structure 18 South Godirraz High 381 50.7 12.5 50.0 School 19 Northwest -Godinez 35.3 36.2 0.91 50.0 High School 11 1-Giry Nuse, Standard or Arnhei Noise level 13 d8 Whon rvi.Onq Noise LevP19 AhaWe C,'.Iy Stai,daed Baba' lTyceeds Noise Standard ThreshnId With the construction of the sound walls the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a 12.5 dB increase. As shown in Table 67, the construction activity would exceed the night time noise standard at Receptors 17 and 18 by less than 1 dB. The construction activity would occur at night when school is not session at Godinez High School and when no sensitive receptors would be at the Heritage Museum. Because no sensitive receptors would be present potential noise impacts would be less than significant. Monitoring Well Construction The well construction activities would be required to occur 24 hours per day 7 days a week until completion. The duration of the well construction activities would be 3 days, Table 68 and Table 69 show the noise l�evels during the day and night when well construction would be occurring. Mid Basin Centennial IPark 1� anj 1, roject Final EIR 5-193 Section 5 Table 68-. Monitoring Well Construction Day Time Noise Levels Receiver Description Existing ExJisting + Increase Tbreshold Construction Multi Family west 41;.8 41.9 QA 55.0 Santa Ana River Multi Family west 61.9 61.9 U 64.9 Santa Ana River 3 Single Family north 65.6 656 0.0 68,6 Edinger Ave. 4 Single Family -north 64.4 64.4 0.0 67.4 Edinger Ave, 5 Single Family north 647 64.7 0,0 67.7 Edinger Ave. 6 Single family north, 71,7 717 0.0 74.7 Edinger Ave. 7 Single family north 67.6 67,6 Oc 70.6 Edinger Ave. 8 Multi Family north 66.2 66.2 0.0 69.2 Edinger Ave. 9 North Centennial 59,5 59,5 00 62,5 Education Center Southeast Centennial 54.8 54.13 0.0 55.0 Education Center 11 Single Family Bast 71.8 71.8 0.0 74.8 Fairview Street 12 Single Family east 71.3 71.3 O'D 74.3 Fairview Street 13 Single Family east 71.3 71.3 0,0 743 Fairview Street 14 Single Family east 71 A 71.4 0.0 74.4 Fairview Street 15 North Godinez High 53.6 53.6 0.0 566 School 16 Northwest Mitch-ell 43.5 46.5 3.0 55.0 School 17 North Heritage 481 511 3,0 55'0 Museum Structure is South Godinez High 43,3 51.9 7.6 55.0 School 19 Northwest Godinez 46,2 46.4 0,2 55.0 High School I .... .. Bold Stan Jar, Thre?,N)Iil With the construction of the sound walls, the construction of the monitoring well would result in noise levels that would range from a 01 dB increase to a 7.6 dB increase. As shown in Table 68, the construction of the monitoring well would not Mid Basin Centennial Park Injection Well Project Final EIR 5-194 25C-295 Section 5 exceed the City's day tilme noise standard. The construction of the monitoring well would occur during the day when the construction activity would be exempt under the City's Ordinance. Potential noise impacts would be Jess than significant. Table 69: Monitoring Well Construction Night Time Noise Levels Receiver Description Existing Existing + Increase Threshold Construction 1 Multi Family west 34.6 35.0 0.4 50.0 Santa Ana River 2 Multi Family west 54.5 54,5 0.0 57,5 Santa Ana River 3 Single Family north 58 1 58.1 0.0 61.1 Edinger Ave. 4 Single Family north 57.0 57.0 0,10 60.0 Edinger Ave. 5 Single Family north 57.3 57.3 0.0 60.3 Edinger Ave. 6 Single family north 64,3 64.3 0.0 67.3 Edinger Ave. 7 Single family north 60.2 60.2 0.0 63.2 Edinger Ave, 8 Multi Family north 58.9 58.9 OX 61.9 Edinger Ave, 9 North Centennial 52.1 52.1 OX 551 Education Center 10 Southeast Centennial 49,2 49.3 0.1 50,0 Education Center 11 Single Family east 66 7 66,7 0.0 697 Fairview Street 12 Single Family east 66.3 663 0.0 693 Fairview Street 13 Single Family east 66.3 66.3 U 69.3 Fairview Street 14 Single Family east 66,3 663 0.0 693 Fairview Street 15 North Godinez High 48.4 48.4 q.q 50.0 School 16 Northwest Mitchell 37.4 44.3 6.9 50.0 School 17 North Heritage 42.9 49.0 6,1 50.0 Museum Structure 18 South Godinez High 38.2 50,11 11.9 50.0 School 19 Northwest Godlinez 353 37.7 2.4 50 0 High School City No,se Standard or A, Nent Noiso I aM,' 3 dU N4,r ExisiOng NORP. Levels lowe City Siwd .. I 15.1d WN, st,,,dwd rt,ert u Mid Basin Centennial Park Injec on Well Project Final EIR 5-195 6-296 Section 5 With the construction of the sound walls, the construction of the monitoring well would result in noise levels that would range frorn a 0.1 dB increase to an 11.9 dB increase. As shown in Table 69, the construction activity would exceed the night time noise standard at Receptors 18 by less than 1 dB, The construction activity would occur at night when school is not session at Godinez High School. Because no sensitive receptors would be present potential noise impacts would be less than significant. Monitoring Well Development The noise levels generated during well development of the monitoring well are shown in Table 70 and Table 71. The well development activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well development of the monitoring well would be required to operate 12 to 24 hours a day to Simulate well operations. The duration of engine testing would be 6 days for 12 hours and 1 day for 24 hours, Table 70, Monitoring Well Development Day Time Noise levels Receiver Descriptlon Existing Existing + 'Ingresse, Thilroslill Construotion I Multi Family west 41.8 421 03 55,0 Santa Ana River Multi Family west 61.9 62,0 0.1 64.9 Santa Ana River 3 Single Family north 65e 65.6 0.0 68.6 Edinger Ave. 4 Single Family north 64 A 64.4 0.0 67.6 Edinger Ave. 5 Single Family north 64.7 647 0,0 67.7 Edinger Ave. 6 Single family north 71.7 71.7 0,10 74.7 Edinger Ave. 7 Single family north 676 67,6 0,0 70,6 Edinger Ave. 6 Multi Family north 68.2 68.2 0,0 Edinger Ave. 9 North Centennial 59.5 59.5 0.0 62.5 Education Center 10 Southeast Centennial 54.8 54.8 0,0 55 Education Center 11 Single Family east 71,8 71.8 0.0 748 Fairview Street 12 Single Family east 71.3 71.3 0 Fairview Street 13 Single Family east 71.3 71.3 0 Mid Basin, Centennial Park Injection Well Project Final EIR 5-196 25C-297 Section 5 With the construction of the sound walls, the development of the monitoring well would result in noise levels that would range From a 0.1 dB increase to a 10.8 dB increase. As shown in Table 70, the development of the monitoring well would not exceed the City's day time noise standard. Additionally, the development activities For of the monitoring well would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 71: Monitoring Well Development Night Time Noise levels Receiver Fairview Street Existing Existing + increase Threshold 14 Single Family east 71 A 71.4 0,0 74.4 1 Fairview Street 34.6 34,8 0.2 50.0 15 North Godinez High 53,6 53.6 Ll.d 55.0 2 School 54,.5 545 0.0 57.5 16 Northwest Mitchell 43.5 48.1 4,8 55.0 3 School 58.11 58.1 10 61.1 17 North Heritage 48.1 52,1 40 550 4 Museum Structure 57.0 57,0 0.0 60.0 18 South Godinez High 43.3 54.1 10.8 55.0 5 School 57,3 57.3 0.0 60.3 19 Northwest Godiinez 46.2 46.4 02 55.0 6 High School 64.3 54.3 0,0 67.3 I= City Nose, StarxMrd w Ambient Noise level +3 JS WIion Existing N e Levels Abeve City Sondaid Bolus = Exceeds Noise Silmdard 7fireshold With the construction of the sound walls, the development of the monitoring well would result in noise levels that would range From a 0.1 dB increase to a 10.8 dB increase. As shown in Table 70, the development of the monitoring well would not exceed the City's day time noise standard. Additionally, the development activities For of the monitoring well would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 71: Monitoring Well Development Night Time Noise levels Receiver Description Existing Existing + increase Threshold Construction 1 Multi Family west 34.6 34,8 0.2 50.0 Santa Ana River 2 Multi Family west 54,.5 545 0.0 57.5 Santa Ana River 3 Single Family north 58.11 58.1 10 61.1 Edinger Ave. 4 Single Family north 57.0 57,0 0.0 60.0 Edinger Ave. 5 Single Family north 57,3 57.3 0.0 60.3 Edinger Ave. 6 Single family north 64.3 54.3 0,0 67.3 Edinger Ave. 7 Single family north 60,2 60.2 0.0 63.2 Edinger Ave. 8 Multi Family north 58.9 58.9 0.0 61,9 Edinger Ave. 9 North Centennial 52.1 521 0.0 55.1 Education Center 10 Southeast Centennial 49.2 49.2 0.0 50.0 Mid Basin Centennial Park c on W 1111 Project Final BIR 5 -197 T9 Section 5 With the construction of the sound walls, the devellopment of the monitoring well would result in noise levels that would range from a 0.2 dB increase to a 4.9 dB increase. As shown in Table 71, the development of the monitoring well would not exceed the night time noise standard. Potential noise impacts would be less than significant. .. 0 The noise levels generated from well equipping at MBI-2 and MBI-4 are shown in Table 72. All of the well equipping activities Would occur during the day over a 14 day period. Table 72: M131-2 and Ill Well Equipping Noise Levels Receiver EdUCatiOn Center Existing ExIlstirip + Increase Threshold 11 Single Family east 66,7 66.7 D'a 69.7 1 Fairview Street 41.8 43.2 1.4 55.0 12 Single Family east 66.3 66.3 00 69.3 2 Fairview Street 61.9 62.0 0.1 64.9 13 Single Family east 66.3 663 0,0 69.3 3 Fairview Street 65.6 65.6 0.0 68.6 14 Single Family east 66.3 66.3 0.0 69.3 4 Fairview Street 64.4 64.4 OL 67.6 15 North Godinez High 48.4 484 0.0 500 5 School 64.7 64.8 73 16 Northwest Mitchell 37.4 39.1 1.7 500 School 17 North Heritage 42.9 44.3 1.4 50.0 MUSeUrn Structure 18 South Godinez High 38.2 43.1 4.9 50.0 School 19 Northwest Godinez 35.3 35.5 0.2 50.0 High School L ,I= 0* Noise SWndatd a rAnd on I Nosa level Q d3 When Exist i rig No me Level e A buye Clay SiAnd�ard Bold =Exceeds Noise standard Thre5huid With the construction of the sound walls, the devellopment of the monitoring well would result in noise levels that would range from a 0.2 dB increase to a 4.9 dB increase. As shown in Table 71, the development of the monitoring well would not exceed the night time noise standard. Potential noise impacts would be less than significant. .. 0 The noise levels generated from well equipping at MBI-2 and MBI-4 are shown in Table 72. All of the well equipping activities Would occur during the day over a 14 day period. Table 72: M131-2 and Ill Well Equipping Noise Levels Receiver Descriptions Existing ExIlstirip + Increase Threshold Construction 1 Multi Family west 41.8 43.2 1.4 55.0 Santa Ana River 2 Multi Family west 61.9 62.0 0.1 64.9 Santa Ana River 3 Single Family north 65.6 65.6 0.0 68.6 Edinger Ave. 4 Single Family north 64.4 64.4 OL 67.6 Edinger Ave. 5 Single Family north 64.7 64.8 73 Edinger Ave, Mid Basin Centennial Park jg&nj 8 4bProject Final EIR 5-19 Section 5 6 Single fa m01 yno north 71,8 01 74,7 Edinger Ave. 7 Single family north 67.6 677 01 70,6 Edinger Ave. 8 Multi Family north 062 66.3 0.1 692 E6nger Ave. 9 North Centennial 59.5 59.1 -0.4 62,5 Education Center 10 Southeast Centennial 548 54.6 J'a 55,0 Education Center 11 Single Family east 71.8 J 71.8 00 74.8 Fairview Street I Single Family east 71.3 71.3 0.0 74.3 Fairview Street t3 Single Family east 71.3 71.3 0.0 74,3 Fairview Street 14 Single Family east 71 A 71.4 0.0 74.4 Fairview Street "15 North Godinez High 53,6 53.6 0-.0 55,0 School 16 Northwest WOO 415 416 0.1 55.0 School 17 North Heritage 48.1 52.1 D'O 55.0 Museum Structure 18 South Godinez High 43.3 43.3 1 55.0 School 19 Northwest Godinez 46,2 46.5 0.6 55,10 High School 1-Fitly Noise Standard or Ambient Wise level F3 dS VVhen EXIMIM9 Naive Levels Aho", r1le3laf7d-arri Bold =Excee,,ds Noise Standard Thresheld With the construction of the sound walls, the well equipping would result in noise levels that would range from a -0.4 dB decrease to a 1.4 dB increase. As shown in Table 72, the well equipping would not exceed the City's day time noise standard. Additionally, the well equipping would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Phase 8 Construction Activities The Phase 8 construction activities would include: Well Equipping at MBI-3; Well Equipping at MBI-5; Paving Centennial Park's roads and parking lots; and Skate Park fence and camera improvements. Since all four activities have the potential to occur simultaneously with any of the other construction activities in Phase 8, all four activities have been analyzed together and the noise impacts are shown in Table 73. Ail construction activities associated with the well equipping, paving, and Skate Park improvements would occur during the day, Mid Basin Centennial Park �662kbi Project Final EIR 5-199 Section 5 Table 73: MBI-3and MBI.5 Well Equipping, Paving and Skate Park Day Time Noise Levels Receiver Description Existing Existing + increase Threshold Construction 1 Mull! Family west Santa 41.8 44.2 2.4 55.0 Ana River 2 Multi' Family west Santa 61 9 62:0 01 64.9 Aria River 3 Single Family north Edinger 65.6 65.6 0,0 68,6 Ave. 4 Single Family north Edinger 64.4 64.6 0.2 67.4 Ave, 5 Single Family north Edinger 647 64.9 U 67.7 Ave. 6 Single family north Edinger 717 71.7 0.0 74.7 Ave, 7 Single family north Edinger 67,6 676 0.0 7'0.6 Ave, 8 Multi Family north Edinger 66.2 66.3 0.1 69.2 Ave. 1 9 North Centennial Education 59.5 59,6 0.1 62.5 Center 10 Southeast Centennial 54.8 63.5 8.7 55.0 Education Center 11 Single Family east Fairview 71 _8­7T9- 0 1 74,8 Street 12 Family east Fairview 71.3 71.5 0.2 74.3 Street 13 Single Family east Fairview 71.3 71.5 0.2 74.3 Street 14 Single Family east Fairview 71 A 71 A 0,0 74.4 Street Is North Godinez High 53.6 56.7 2.1 55.0 School 16 Northwest Mitchefl School 43.5 442 0.7 55.0 17 North Heritage Museum 48 .1 49.1 59.0 Structure 18 South Godinez High School 43.3 43.4 0.1 55.0 19 Northwest Godinez High 46.2 50.7 4,5 55.0 School 1 =City Noise Standard or Ambient Noise ImvmV k3 dO Wirem Exiving Noise LovWs Above Cia Standard 8.10 -E=aads Wjis,. Standard Threshdd With the construction of the sound walls the construction activities would result in noise levels that would range from a 0-1 dB increase to 83 dB increase. As shown in Table 73 the construction activities would exceed the City's day time noise standard at Receptor 10 and 15. Title construction activities would occur Mid Basin Centennial Park 2 In 3 jec on Well Project Final EIR 5-200 6-01 Section 5 during the day when the construction activity would be exempt Under the City's Ordinance. The most substantial noise source from the construction activities would be from the paving operations. To minimize noise impacts at Godinez High School and the Centennial Education Center, the project has incorporated a design feature that requires the paving operations to occur during when school is not in session. Potential noise impacts would be less than significant. Well Redevelopment Activities MB-2, MBI-3, ll MBI-5, Monitoring Well The well redevelopment activities would occur approximately every two to five years for each of the four injection wells and the monitoring well. The well redevelopment would take approximately 10 days per well to complete and would occur during the day. All five proposed wells were analyzed together to provide a worst-case analysis. The operation noise levels are shown if Table 74. Table 74: Well Redevelopment Activities M1131-2, MBI-3, MBI.4, MBI-5, Monitoring Well Receiver Description Existing Existing, + increase Threshold corristfuction I Multi Family west Santa 41,8 46.7 4.9 55.0 Ana River 2 1 Family west Santa 61.9 62.1 02 64.9 Ana River 3 Single Family north 656 662 0.6 68.6 Edinger Ave, 4 Single Family north 64A 663 1.9 67.4 Edinger Ave, 5 Single Family north 64.7 65.6 0.9 67.7 Edinger Ave. 6 Single family north 713 72.0 03 74,7 Edinger Ave. 7 Single family north 67.6 68.6 1.0 70.6 Edinger Ave 8 Multi Family north Edinger 662 66.5 03 69.2 Ave. 9 North Centennial 59.5 63.3 3.8 62,5 Education, Center 16- Southeast Centennial 54.8 56.7 1.9 55.0 Education Center 11 Single Family east 71.8 71,9 0.1 Fairview Street 12 Single Family east 71.3 71.9 0.3 743 Fairview Street 13 Single Family east 71 71,6 0.5 743 Fairview Street 74- Single Family east 71.4 71.6 0.2 74.4 Mid Basin Centennial Park �Jg,&nk�Project Final El R 5-201 Section 5 The well redevelopment activities would increase noise level's within the project area. As shown in Table 74, the well redevelopment activities would exceed the City's day time noise standard at Receptors 9, 10, 15, 16, 17, 18, and 19. All of the redevelopment activities would occur during the day when the well redevelopment activities Would be exempt under the City's Noise ordinance. Receptors 9, 10, 15, 16, 17, 18, and 19 are school facilities. To minimize noise impacts the project has incorporated a design feature that would require the well redevelopment activities to occur when school is not in session. Potential noise impacts would be less than significant Alternative 3 Lower Intensity Alternative Under Alternative 3, one less injection well and a reduced amount of piping would be constructed. The lower intensity alternative would not include construction of MBI-2, located in the southwest corner of Centennial Park, or the pipelines associated with MBI-2. All other portions of Alternative 3 would remain the saute as the Proposed Project. Alternative 3 would have the same construction noise impacts as the Proposed Project for construction Phases 1, 2, 3, 6, and 8. Under Alternative 3, the noise impacts generated from construction Phases 4, 5 and 7 would be reduced. The construction noise impacts from Phase 4, 5, and 7 and the operational well redevelopment activities for Alternative 3 are evaluated below. Phase 4 Construction Activities Phase 4 construction activities would involve Well Development at MBI-3. The noise levels generated during well development are shown in Table 75. The well development activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well development of the monitoring well would be required to operate 12 to 24 hours a day to simulate l Mid Basin Centennial Park I 'ednk l Project Final EIR 5-202 kJ enn i - Y Fairview Street 15 North Godinez High ft53.6 f 56.1 2.5 55.0 School 16 Northwest Mitchell 43.5 61.9 -- 1-8.4 55.0 School —17— North Heritage Museum 48.1 62.6 14.5 55.0 Structure —8 South Godinez High 43,3 WO 22,7 55.0 School 19 Northwest Godinez High 46.2 55.9 9.7 5510 School I 17G y Noise 9tandard or Ambient Naose Eevp I l3 d8 W I ov Exus(mg Noi,9e Levels AWve (;i(y $raoidard Bold -Exceeds Noise Standard 70resho4d The well redevelopment activities would increase noise level's within the project area. As shown in Table 74, the well redevelopment activities would exceed the City's day time noise standard at Receptors 9, 10, 15, 16, 17, 18, and 19. All of the redevelopment activities would occur during the day when the well redevelopment activities Would be exempt under the City's Noise ordinance. Receptors 9, 10, 15, 16, 17, 18, and 19 are school facilities. To minimize noise impacts the project has incorporated a design feature that would require the well redevelopment activities to occur when school is not in session. Potential noise impacts would be less than significant Alternative 3 Lower Intensity Alternative Under Alternative 3, one less injection well and a reduced amount of piping would be constructed. The lower intensity alternative would not include construction of MBI-2, located in the southwest corner of Centennial Park, or the pipelines associated with MBI-2. All other portions of Alternative 3 would remain the saute as the Proposed Project. Alternative 3 would have the same construction noise impacts as the Proposed Project for construction Phases 1, 2, 3, 6, and 8. Under Alternative 3, the noise impacts generated from construction Phases 4, 5 and 7 would be reduced. The construction noise impacts from Phase 4, 5, and 7 and the operational well redevelopment activities for Alternative 3 are evaluated below. Phase 4 Construction Activities Phase 4 construction activities would involve Well Development at MBI-3. The noise levels generated during well development are shown in Table 75. The well development activities would occur 24 hours seven days a week over an 8 day period. Additionally, test engines utilized in the well development of the monitoring well would be required to operate 12 to 24 hours a day to simulate l Mid Basin Centennial Park I 'ednk l Project Final EIR 5-202 kJ enn i - Y Section 5 well Operations. The duration of engine testing would be 6 days for 12 hours and 1 day for 24 hours. Table 75: MBI -3 Well Development Day Time Noise levels Receiver Desorption (Existing Existing * Increase Threshold Construction - 1 Multi Family west 41.8 42.9 8.1 55.0 Santa Ana River 2 Multi Family west 61.9 62.0 0.1 64.9 Santa Ana Rival, 3 Single Family north 65.6 65.6 0,0 68.5 Edinger Ave. 4 Single Family north 64.4 647 0.3 67.6 Edinger Ave. 5 Single Family north 641 64.8 0.1 67.7 Edinger Ave. 6 Single family north 71.7 713 10 74.7 Edinger Ave. 7 Single family north 67.5 67.6 0.0 70.6 Edinger Ave. 8 Multi Family north 66.2 66.2 0.0 69.2 Edinger Ave. 9 North Centennial 59.5 59.5 0.4 62.5 Education Center 10 Southeast Centennial 54.8 54.8 0.0 Education Center 11 Single Family east 71.8 71.8 0.0 8 Fairview Street [55.0 12 Single Family east 71.`3 71.3 0.0 3 Fairview Street Single Family east 713 71.3 0.0 .3 Fairview Street 14 Single Family east 71.4 71 A 0.0 74.4 Fairview Street 15 North Godinez High 53.6 536 0.0 55.0 School 16 Northwest Mitchell 43.5 47.0 3.5 55.0 School 17 North Heritage 48.1 489 0.8 55,0 Museum Structure 18 South Godinez High 413 43.4 0.1 55.0 School 19 Northwest Godinez 46.2 52.4 6.2 55.0 High School R -City Noise Standard or Arnblent Noise level Q dS when Ambient above U4 Noise Standard Bold =Exceeds Noise. Standard Threshold t Mid Basin Centennial Pare �tq&n y 4Project Final EIR 5 -203 Section 5 With the construction of the sound walls the well development activities would result in noise levels that would range from a 0.1 dB increase to 8.1 dB increase. As shown in Table 75, the well development activities would not exceed the City's day time noise standard. Additionally, the development activities for the monitoring well would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts would be less than significant. Table 76: MBI-3 Well Development Night Time Noise levels Receiver Description Existing Existing + Increase Threstl Construction 1 Multi Family west Santa 34.6 41.0 6.4 50.0 Ana River -9-7-5 2 Multi Family west Santa 54.5 54.5 0,0 Ana River 3 Single Family north 58,1 55.2 0.1 61.1 Edinger Ave. 4 Single Farrity north 57.0 57,2 0.2 60.0 Edinger Ave, 5 Single Family north 573 57.4 D'i 60.3 Edinger Ave. 6 Single family north 54-3 84.3 D'o 673 Edinger Ave. 7 Single family north 60.2 130,2 Dro 63.2 Edinger Ave. 8 Multi Family north 589 58.9 0.0 61.9 Edinger Ave. 9 North Centennial 521 521 0.0 551 Education Center 110 Southeast Centennial 49.2 49.2 D'a 50.0 Education Center 41 Single Family east 66.7 66.7 0,0 69.7 Fairview Street 12 Single Family east 66.3 663 0.0 693 Fairview Street 13 Single Family east 66.3 66,3 P 69.3 Fairview Street 14 Single Family east 66,3 66.3 0,0 Fairview Street 15 North Godinez High 48 4 48.4 D'o 50.0 School '16 Northwest Mitchell 37.4 38.5 1.1 50.0 School 17 North Heritage Museum 42.9 43.1 0.2 50.0 Structul 0 18 -- South Godinez High - 38.2 38.2 0,0 50 0 Mid Basin Centennial Park Ae-&& Project Final EIR 5-204 Section 5 C 100 -Northwest -Godinez t 35.3 ! 40.9 High School 1 - Oky Noise Standard or A rntoiwt NO L I P.vol +3 dB Whon FxiMiriq Noise OSvo I& Above City Standard Ruld wExedr Noise I taitrivil Threshold With the construction of the sound walls, the well development activities would result in noise levels that would range from a 0.1 dB increase to a 6.4 dB increase. As shown in Table 76, the well development activities would not exceed the City's night time noise standard. Potential noise impacts would be less than significant. Phase 5 Construction Activities Under Alternative 3, the Phase 5 construction activities would be limited to Borehole Drilling and Reaming at MBI-4 without concurrent MB12 well development activities. The noise levels created during the borehole drilling at MBI-4 is shown in Table 77 and Table 78. The borehole drilling activities would be required to operate 24-hours per day 7 days a week until completion of the borehole drilling in order to prevent a cave in of the borehole. Table 77: IVIBI-4 Borehole Drilling Day Time Noise levels Receiver Oescripton Existing Existing + increase Threshold Construction 1 Multi Family west Santa 41.8 421 0-3 75 _0 Ana River 2 Multi Family west Santa 61.9 62.0 01 64.9 Ana River 3 Single Family north 65.6 65.6 0.0 68,6 Edinger Ave. 4 Single Family north 64.4 64.4 0.0 676 Edinger Ave. 5 Single Family north 547 64J 04 677 i Ave. 6 Single family north 711 71.8 01 74.7 Edinger Ave, 7 Snigle family north 67.6 67.8 0.2 70,6 Edinger Ave. 8 MMulti Farnity north 66,2 61 0_1 69.2 Edinger Ave. 9 North Centennial 59,5 59.2 -0.3 62.5 Education Center 10 Southeast Centennial 54.8 54.8 0.0 55.0 Education Center 11 Swingle Family east 7_1.8 71.8 0,13 74.8 Fairview Street 12 Single Family east 71.3 71.3 k J Mid Basin Centennial Park Injec on 3 Well Project Final EIR 5-205 6-06 Section 5 With the construction of the sound walls the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a 6.4 dB increase. As shown in Table 77, the well borehole drilling activities would not exceed the City's day time noise standard. Additionally, the well borehole drilling activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts Would be less than significant. Table 78: MBI-4 Borehole Drilling Night Time Noise Levels Receiver Fairview Street Existing ExIisting + rrtcrdese Thresbold 13 Single Family east 71.3 71.3 0,0 743 1 Fairview Street 34.6 36.3 1.7 50,0 14 Single Family east 71.4 71.4 0.0 74.4 2 Fairview Street 54.5 54.6 OA 57.5 15 North Godinez High 53,13 536 00 55.0 3 School 581 58.1 0.0 61.1 16 Northwest Mitchell 43,5 436 OA 55,0 4 School 57.0 57.0 0.0 60,0 17 North Heritage Museum 48.1 48.2 01 55.0 5 Structure 57.3 57.4 Q'i 603 18 South Godinez High, 43,3 433 O'c 55.0 6 School 64.3 64.4 0.1 67.3 19 Northwest Godinez 46.2 462 0.0 55.0 7 High School 602 I 0.5 63.2 I =City+ Noise Standard cr Amblent Noise level +3 do when Ambient above City Nalse, standard Bold =Exceeds Noise Standard Threshold With the construction of the sound walls the well borehole drilling activities would result in noise levels that would range from a 0.1 dB increase to a 6.4 dB increase. As shown in Table 77, the well borehole drilling activities would not exceed the City's day time noise standard. Additionally, the well borehole drilling activities would be conducted during the day when the construction activity would be exempt under the City's Noise Ordinance. Potential noise impacts Would be less than significant. Table 78: MBI-4 Borehole Drilling Night Time Noise Levels Receiver Description Existing ExIisting + rrtcrdese Thresbold Cion,stnul:416n 1 Multi Family west 34.6 36.3 1.7 50,0 Santa Ana River 2 Multi Family west 54.5 54.6 OA 57.5 Santa Ana River 3 Single Family north 581 58.1 0.0 61.1 Edinger Ave, 4 Single Family north 57.0 57.0 0.0 60,0 Edinger Ave, 5 Single Family north 57.3 57.4 Q'i 603 Edinger Ave. 6 Single family north 64.3 64.4 0.1 67.3 Edinger Ave. 7 Single family north 602 60.7 0.5 63.2 Edinger Ave, 8 Multi Family north 58,9 59,0 Edinger Ave.. Mid Basin Centennial Park Project Final EIR 5-206 Section 5 9 North Centennial 52.1 537 1.8 55. Education Center 10- Southeast Centennial 49.2 49,2 0,10 50,0 Education Center 11 Single Family east 66,7 667 0,10 69,7 Fairview Street 12 Single Family east - 66.3 6- 6.3 0. -0 -6-9.3 Fairview Street 73- Single Family east 663 66,3 0.0 69.3 Fairview Street 14 Single Family east 66,3 66.3 Q,() 69.3 Fairview Street 15 North Godinez High 48.4 48.4 0.0 50,0 School 16 Northwest M -tchell 37.4 37.6 0.2 50.0 School 17 North Heritage 42.9 43.2 0.3 50.0 Museum Structure 18 South Godinez High 382 38.2 0.0 50.0 School 19 Northwest Goclinez 35.3 359 0.1 50.0 l=Cily Noise 51andard ar Ambien I Noise level 3 dB WhIn Exisomg Noise Levels Above Cily Sian dwd Bold =E.c.,,J5 N01$F,H Strt ... Jad Thoeshnlci With the construction of the sound walls the construction activities would result in noise levels that would range from a 0.1 dB increase to a 1.7 dB increase. As shown in Table 78, the construction activities would not exceed the City's night time noise standard. Potential noise impacts would be less than signifiicant. Phase 7 Construction Activities Under Alternative 3 the project would include well equipping at MBI-4 without concurrent well equipping at MBI-2. All well equipping activities Would occur during the day. The noise levels created during the well equipping at MBl-4 are shown in Table 79, Table 79: Ml Well Equipping Day Time Noise levels Receiver Descill Existing ll Isting, + increase ' Threshold I Multi Family west Santa 41,8 41.11 C 0 55,0 Ana River 2 Multi Family west Santa 61,9 62.0 01 64.9 Ana River 3 Single Family north 65.6 65.6 0.0 68,6 Edinger Ave. -- 4 Single Family -milynort 64.4 64.4 01.0 87,6 Mid Basin Centennial Park Injection Well Project Final EIR 5-207 256 -308 Section 5 Well Redevelopment Activities Under Alternative 3, the noise levels created during well redevelopment activities are shown in Table 80. The well redevelopment activities would increase noise levels within the project area. As shown in Table 80, the well redevelopment activities would exceed the City's day time noise standard at Receptors 9, 10, 15, 16, 17, 18, and 19. All of the redevelopment activities would occur during the day when the well redevelopment activities would be exempt under the City's Noise ordinance. To minimize noise impacts the project has incorporated a design feature that would require the well redevelopment activities to occur when school is not in session. Potential noise impacts would be less than significant. Mid Basin Centennial Park �gtpn:ffiProject Final EIR 5-208 Edinger Ave. 5 Single Family north 64,7 647 00 677 Edinger Ave 6 Single family north 71 7 71.8 0.1 747 Edinger Ave. 7 Single family north 87.6 677 0.1 70.6 Edinger Ave. 8 Multi Family north 66.2 66.3 a 1 692 Edinger Ave. 9 North Centennial 59.5 59.1 -04 62.5 Education Center 10 Southeast Centennial 54.8 54.8 0 Education Center 11 Single Family east 71,8 71.8 0.0 74,8 Fairview Street 12 Single Family east 71.3 71.3 a 743 Fairview Street 13 Single Family east 713 71.3 0,0 743 Fairview Street - -- Single Family east 71A 71A 0 74.4 Fairview Street 15 North Godinez High 53.6 53.6 ELI G,O 55,0 [14 School 16 Northwest Mitchell 415 43.5 0,0 55.0 school 17 North Heritage Museum 4811 48.1 00 55.0 Structure 18 South Godinez High 433 43.3 0.0 55.0 School Northwest Godinez 462 46.2 0.0 55.0 High School 1 -City Noise Standard ur Ambient Nuse 1evW 13 din Wh ©n LvIslinq Ndise Levels Above City standard Bold =Excaeds Ncise standard Threshoid Well Redevelopment Activities Under Alternative 3, the noise levels created during well redevelopment activities are shown in Table 80. The well redevelopment activities would increase noise levels within the project area. As shown in Table 80, the well redevelopment activities would exceed the City's day time noise standard at Receptors 9, 10, 15, 16, 17, 18, and 19. All of the redevelopment activities would occur during the day when the well redevelopment activities would be exempt under the City's Noise ordinance. To minimize noise impacts the project has incorporated a design feature that would require the well redevelopment activities to occur when school is not in session. Potential noise impacts would be less than significant. Mid Basin Centennial Park �gtpn:ffiProject Final EIR 5-208 Section 5 Table 80: Operational Well Redevelopment Activities MB -2, MBI.3„ MBI -4, MBI -5, Monitoring Well Receiver Description Existing Existing k increase Threshold Construction 1 Multi Family west Santa 41.8 44.9 4.9 55,0 Ana River 2 Multi Family west Santa 61.9 62,1 0.2 64,9 Ana River 3 Single Family north 656 66.2 0,6 68.6 Edinger Ave. 4 Single Family north 64.4 66.2 1,9 67.4 Edinger Ave. 5 Single Family north 643 65,5 0.9 67.7 Edinger Ave. 6 Single family north 71.7 72.0 01.3 74.7 Edinger Ave. 7 Single family north 67.6 68.6 1.0 70.6 Edinger Ave. 8 Multi Family north Edinger 66.2 66.5 13 69.2 Ave. 9 North Centennial 59.5 63.3 3.8 62.5 Education Center 10 Southeast Centennial 54,8 56.6 1.9 55.0 Education Center 11 Single Family east 71.8 71.9 0.1 74.8 Fairview Street 12 Single Family east 71.3 71.6 0.3 74,3 Fairview Street 13 Single Family east 71.3 71.8 0.5 74.3 Fairview Street 14 Single Family east 71,4 71,6 0.2 74.4 Fairview Street 15 North Godinez High 53.6 56.1 2.5 55.0 School 16 Northwest Mitchell 415 61.9 18.4 55.0 School 17 North Heritage Museum 48.1 62.6 14.5 55.0 Structure 18 South Godinez High 43,3 52,3 22.7 55.0 School 19 Northwest Godinez. High 46.2 47.8 97 55.0 School 1 -0ity Noise Standard or Ambient Norse level Q ids when Existing Nolse Levds Above City Standard Sold =Excoeds Naive SlaMariJ ur,GslroAld Mid Basin Centennial Park Inje Lyon Well Project Final EIR 5-209 Section 5 Alternative 4: Pipeline Design Alternative Under Alternative 4 the same configuration of the four injection wells and monitoring well would occur. The noise levels generated from the construction and operation of the 'Injection wells and monitoring Would essentially be the same as the Proposed Project. Under Alternative 4, an alternative alignment for the water supply pipeline would be constructed that would extend near Santa Ana College Centennial Education Center and through two existing hall fields to MBI Well Site 2, Construction noise impacts would be similar to the Proposed Project. Potential construction noise impacts would be less than significant. Under Alternative 4 the well redevelopment activities and associated noise impacts would be the same as the Proposed Project. The well redevelopment activities would occur during the day when the construction activity would be exempt under the City's Noise Ordinance. To minimize noise impacts the project has incorporated a design feature that would require the well redevelopment activities to occur when school is not In session. Potential noise impacts would be less than significant. IMPACT N-1: Would the project expose persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would not be any construction related or operation, noise impacts occurring within the project area. The project area would continue to experience elevated levels of noise that would be in excess of the City Noise ordinance standards. Alternative 2: Proposed Project Under the Proposed Project, the four proposed injection wells and monitoring well would be located within underground Vaults. The operation of the injection wells and monitoring well would not emit any long term operation noise that would be in excess of City of Santa Ana noise standards. The construction operations for the Proposed Project would temporary increase noise levels within the project area and at land uses surrounding Centennial Park and the Heritage Museum. As shown in the noise analysis, with the incorporation of the sound walls and construction design features and compliance with the City's Noise Ordinance, construction related noise impacts generated from the Proposed Project would not expose sensitive receptors to noise levels in excess of City of Santa Ana noise standards. Mid Basin Centennial Park Project Final EIR 5-210 Section 5 Alternative 3: Reduced Intensity Alternative Under Alternative 3, the three proposed injection wells and monitoring well would Sae located within underground vaults. The operation of the injection wells and monitoring well would not emit any long term operation noise that would be in excess of City of Santa Ana noise standards. The construction operations for Alternative 3 would temporary increase noise levels within the project area. As shown in the noise analysis, with the incorporation of the sound walls and compliance with the City's Noise Ordinance, construction related noise impacts generated from Alternative 3 would not expose sensitive receptors to noise levels in excess of City of Santa Ana day noise standards. Alternative 4: Pipeline Design Alternative Under Alternative 4, the four proposed injection wells and monitoring well would be located within underground vaults. The operation of the injection wells and monitoring well would not emit any long term operation noise that would be in excess of City of Santa Ana noise standards. The construction operations for Alternative 4 would temporary increase noise levels within the project area. As shown in the noise analysis with the incorporation of the sound walls and compliance with the City's Noise Ordinance, construction, related noise impacts generated from Alternative 4 would not expose sensitive receptors to noise levels In excess of City of Santa Ana noise standards. Mitigation Measures N-1: The project will incorporate the noise reduction design features identified in the Mid Basin Centennial Park Injection Well Project EIR, Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact with Mitigation Measure N-1. Alternative 3. Less than significant adverse impact with Mitigation Measure N-1. Alternative 4: Less than significant adverse impact with Mitigation Measure N-1, IMPACT N-2: Would the project result in a substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? Alternative 1: No Federal Action/Nlo Project Under Alternative 1, the project construction activities and well redevelopment activities would not occur. There would not be any construction related temporary increases in the ambient noise level within the project area. Mid Basin Centennial Park I%&f 5-211 2 _ ffroject Final EIR Section 5 Alternative 2: Proposed Project As shown in the noise analysis, the construction activities associated with the Proposed Project would temporary increase ambient noise levels within the project at-ea. The increase in ambient noise levels would vary depending on the construction activity. With the incorporation of sound walls at the injection well sites, the majority of the noise increases would be less than 3 dB and would not be discernible to sensitive receptors in the project area. The most substantial temporary increases in ambient noise level Would be from the construction of the water supply/back flush pipeline along the Centennial Loop Road, the site improvements at Heritage Museum and during well redevelopment activities. To minimize noise impacts during these activities design features have been incorporated into the Proposed Project which would require the construction activity to occur at times when sensitive receptors are not present. With the incorporation of sound walls and design features into the Proposed Project and compliance with the City of Santa Ana Noise Ordinance temporary construction related increases in ambient noise level would be less than significant. Alternative 3: Reduced Intensity Alternative Under Alternative 3 one less injection well and a reduced amount of pipeline would be constructed. Even with less pipeline construction activity, the implernentation of the site improvements at the Heritage Museum and the injection well redevelopment activities wound still result in substantial temporary noise increases. Unlike the Proposed Project, Alternative 3 does not include any design features that would require these activities to occur when sensitive receptors are not present. The temporary construction related noise impacts tinder Alternative 3 would occur during periods when they would be exempt under the City's Noise Ordinance anclJor would not exceed the City Noise Ordinance Standards and Would be a less then significant impact. Alternative 4: Pipeline Design Alternative Under Alternative 4, the amount of construction activity and associated temporary construction related noise impacts would be similar to the Proposed Project and would be less than significant, Mitigation Measures Mitigation Measures N-1 required Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact with Mitigation Measure N-1. Mid Basin Centennial Park c Project Final ElR 5-212 Section 5 Alternative 3: Less than significant adverse impact with Mitigation Measure N-1 Alternative 4: Less than significant adverse impact with Mitigation Measure N-1 IMPACT N-3: Would the project result in a permanent increase in ambient noise levels in the project vicinity above levels existing without the project? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented, There Would no permanent increases to ambient noise levels within the project area and land uses surrounding the project area. The project area and surrounding land uses would continue to experience elevated levels of noise. Alternative 2: Proposed Project Under Alternative 2, the four proposed injection wells and monitoring well would be located within underground vaults. The operation of the injection wells and monitoring well would not emit any noise that would permanently increase arnbient noise levels within the project area. The maintenance of the wells would occur during the day over a two week period and would be conducted in accordance with the City of Santa Ana Noise Ordinance; There would not be a permanent increase in ambient noise levels within the project area. Potential long term noise impacts would be less than significant. Alternative 3: Reduced Intensity Alternative Under Alternative 3, the three injection wells and monitoring well Would be located within underground vaults. Similar to the Proposed Project, the operation and redevelopment of the injection wells and monitoring well would not permanently increase ambient noise levels within the project area. Potential long term noise impacts would be less than significant. Alternative 4: Pipeline Design Alternative Under Alternative 4, the four proposed injection wells and monitoring well would be located within underground vaults. Similar to the Proposed Project, the operation and redevelopment of the injection wells and monitoring well would not permanently increase ambient noise levels within the project area. Potential long term noise impacts would be less than significant. Mitigation Measures No Mitigation measures are required Level of Impact Alternative 1: No adverse impact Mid Basin Centennial Park rl- Project Final EiR 5-213 Section 5 Alternative 2: Less than significant adverse impact Alternative 3: Less, than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT N-4: Would the project expose persons to or generation of excessive groundborne vibration or groundborne noise levels? California Administrate Code 15000, Title 14 requires that all state and local agencies implement the California Environmental Quality Act (CEQA) Guideline, which requires an exposure analysis of persons to excessive groundborne vibration. Presently, the state or the City of Santa Ana has yet to quantify the level at which excessive groundborne vibration occurs, either any statute or other means. Several different methods are used to quantify vibration amplitude Such as the maximum instantaneous peak in the vibrations velocity, which is known as the peak particle velocity (PPV) or the root mean, square (rms) amplitude of the vibration velocity. Because of the typically small amplitudes of vibrations, vibration velocity is often expressed in decibels and is denoted as L, and is based on the rms velocity amplitude. A commonly used abbreviation is VdB, which in this text, is when L, is based on the reference quantity of one micro-inch persecond, Caltrans issued the Transportation and Construction Induced Vibration Guidance Manual in 2004. The manual provides practical guidance to Caltrans engineers, neers, planners, and consultants who must address vibration issues associate with the construction, operation and maintenance of Caltrans projects, The Guidance Manual establishes numeric thresholds for construction related and transportation related vibration impacts. The Guidance Manual determines that human response becomes distinctly perceptible at 0,04 inch per second PPV for continuous sources and 0.25 inch per second PPV for transient sources. Construction activity can result in varying degrees of ground vibration, depending on the equipment used on the site. Operation of construction equipment causes ground vibrations that spread through the ground and diminish in strength with distance. Buildings in the vicinity of the construction site respond to these vibrations with varying results ranging from no perceptible effects at the low levels to slight damage at the highest levels. Table 81 gives approximate vibration levels for particular construction activities for a wide range of sail conditions. As vibration waves propagate from a Source, the vibration energy decreases in a logarithmic nature and the vibration levels typically decrease by 6 LV per doubling of the distance from the vibration source. Mid Basin Centennial Park Injection Well Project Final EIR 5-214 25C-315 Section 5 Table 81: Vibration Source Levels for Construction Equipment Equipment Peak Particle Vetocfty (inches/seco2d) Approximate Vibration Level LV) at 25 feet Pile driver (impact) 1.518 (upper range) 0.644 (typical) 112 104 Pile driver (sonic) 0.734 upper range 0.170 typical 105 93 Clam shcve0 drop (slurry wall) 0.202 94 Hydromill (slurry wT11_) 0,008 in sell 0.017 in rock 66 75 _V_ibf atory -Roller 0,210 94 Hoe Ram 0,089 87 Large bulldozer 0o89 87 Caisson drill 0.089 87 Loaded trucks 0.076 86 Jackhammer 0,035 79 Small bulldozer 0.003 Source Transit Nuse and Vibration Irripact Assessopent, Federal Transit Admnistration, May 2006 Alternative 1. No Federal Action/No Project Under Alternative 1, none of the construction activities Would occur. There would be no potential that construction related vibration impacts could adversely impact structures within the project area. Alternative 2: Proposed Project To estimate vibration impacts the Federal Transit Administration's ground-borne vibration impact thresholds were used. A vibration impact will be considered significant if it results in construction impact of 0.25 inch per second or an operation impact of .04 inch per second. Table 81 in provides a list of construction equipment and potential levels of vibration. Of the equipment listed in Table 81, the caisson drill, which is similar to a drill rig, would be the piece of equipment that wound be utilized by the Proposed Project with the highest vibration level at 0,089 inch per second PPV at 25 feet. The calculated vibration levels that would be created by a drill rig operating at each well at the nearest sensitive receptor are shown in Table 82, Mid Basin Centennial Park Injection Well Project Final EIR 5-215 25C-316 Section 5 Table 82: Vibration Source Levels for Construction Equipment Location Distance to Nearest Vibration Levels at Nearest Receptor in Sensitive Receptor (feet) Peak Particle'Veloeftyl (Inctnes1socond► MBI-2 450 6.1704 MBI-3 210 6.009 MBi-4 190 0,010 M131-5 220 0.008 Monitoring Well 120 0.016 Caltrans Threshold for Transient Vibration Sources 0.25 Table 82 shows that the greatest level of vibration impacts would occur at sensitive receptors located near the Monitoring Well at the Heritage Museum with a vibration level of 0.01'6 inch per second PPV. This vibration level would be well within Caltrans 0.250 inch per second PPV threshold of perception for transient sources. Therefore, a less than significant vibration impact would occur from construction and operation of the Proposed Project. Alternative 3: Reduced Intensity Alternative Potential vibration impacts would be similar to the Proposed Project and would be less than significant. Alternative 4: IN peline Design Alternative Potential vibration impacts would be similar to the Proposed Project and would be less than significant. Mitigation Measures No Mitigation measures required Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact Mid Basin Centennial Park �tc&njl _ *Project Final EIR 5-216 Section 5 5.11 TRANS PORTATION/TRAFFIC The following analysis evaluates short term traffic impacts, long term traffic impacts and circulation constraints associated with the implementation of the Mid Basin Centennial Park Injection Well Project. Traffic and circulation impacts occurring within Centennial Park were evaluated by Urban Crossroads in September of 2015. The traffic analysis was performed in accordance with the City of Santa Ana General Plan Circulation Element, Guidelines for Traffic Impact Analysis Reports and the Orange County Congestion Management Plan. The Traffic Impact Report is presented in its entirety in Appendix I. 5.111.1 Affected Environment Existing Circulation System The primary roadways to access the project area are Edinger Avenue and Fairview Street. Presently, Edinger Avenue consists of 4 divided lanes and Fairview Street consists of 6 divided lanes along the frontage of the project area. Planned Circulation System Both Edinger Avenue and Fairview Street are designated as Major Arterials in the City's General Plan, Fairview Street is constructed to its ultimate width 3 through lanes in each direction Edinger Avenue currently provides 2 through lanes in each direction. Existing Traffic Counts An existing high school is located within the project area. To account for school related traffic patterns within the project area, the peak traffic periods were dentifiedas, AM (6:30 AM to 9:0,0 AM), Mid-day (2:00 PM to 4:00 PM) and PM (4:00 PM to 6:00 PM). The peak hour turning movement counts at study intersections were conducted in June 2015, when the schools were in session, The existing ACTT volumes on arterial highways and existing AM and PM peak hour intersection volumes throughout the study area are shown on Figure 25. Existing Intersection Operations Traffic operations are quantified through the determination of "Level of Service" (LOS). Level of Service is a qualitative measure of traffic operating conditions, whereby a letter grade "A" through "F" is assigned to an infrastructure facility (intersection, freeway mainline, or freeway ramp) representing progressively worsening traffic conditions. toI I Mid Basin Centennial Park 96f P 1 8- roject Final EJR 5-217 Section 5 Figure 25: Existing Traffic Volumes Mid Basin Centennial Park I n if i 11 Project, Final El R 5-218 �96- 9 Section 5 The existing peak hour traffic operations have been evaluated for the Study area intersections for AM, Mid-day and PM conditions, The existing intersection level of service of project area intersections are summarized in Table 83. The ICU analysis indicates all of the study area intersections are currently operating at LOS "D" or better during the AM, Mid-day and PM peak hours. Talble 83: Existing Intersection Conditions Intersection ICU ICU ICU LOS LOS LOS Acceptable 27,663 AM Mid- P1101 AM Mid-Day PM L6s C C D D Day Soulh at Centennial Road 42,350 .75 C D Mohawk/Edinger Ave, .69 52 .52 6 A A D Fairview St,/Centennial .67 .53 .54 B A A D Rd. L_cu lnwsec on C a par*v Uuu a, on LCS.Leve I Of SPNi GO Source Urban Crossroads Existing Roadway Operations The existing roadway segment LOS capacity analyses are summarized in Table 84. The daily analysis results indicate that all of the evaluated roadway segments are operating at LOS "C" or better. Table 84: Existing Roadways Volumesli-evel of Service Roadway Sooment Limits ADT VIC LOS Acceptable LOS Edinger Ave. West of Mohawk Dr- 27,663 0.74 C D Edinger Ave. Fairview St. East Mohawk Dr. North of Centennial Road 28,901 42,218 0.77 75 C C D D Fairview Sk. Soulh at Centennial Road 42,350 .75 C D Source: Urban Crossroads Existing Truck Routes Both Edinger Avenue and Fairview Street are designated as truck routes in the City's General Plan Circulation Element. Pedestrian and Bicycle Facilities Existing crosswalks are provided on three legs of the Mohawk Drive Y Edinger Avenue intersection (no crosswalk on east leg) and all four legs of the Fairview Street Y Centennial Road intersection. Pedestrian and bicycle counts conducted in June 2015 indicate considerable pedestrian and bicycle activity at the Fairview Mid Basin Centennial Park �1"&d'n I.IProject Final EIR 5-219 _ T2 Section 5 Street / Centennial Road intersection and lower pedestrian and bicycle activity at the Mohawk Drive / Edinger Avenue intersection. Transit The Project area is currently served by the Orange County Transportation Authority (OCTA) with bus service along Edinger Avenue (Route 463) and Fairview Street (Route 47). The closest bus stop is located on the south side of Edinger Avenue, east of the Edinger Avenue/Mohawk Drive entrance into Centennial Park, 5.11.2 Regulatory Framework Intersection Level of Service Per City of Santa Ana and County of Orange CMP traffic study guidelines, signalized study area intersections must be analyzed using, the Intersection Capacity Utilization (ICU) technique. To calculate an ICU value, the volume of traffic using the intersection is compared with the capacity of the intersection. ICU is usually expressed as a volume to capacity (V/C) ratio. The V/C represents that portion of the hour required to provide sufficient capacity to accommodate all intersection traffic if all approaches operate at capacity. The same LOS thresholds in terms of roadway segment V/C ratio and intersection ICU apply to both types of analysis, The V/C ratio (ICU) and corresponding Level of Service (LOS) are shown in Table 85, Table 85: Intersection Capacity Utilization (ICU) Level of Service Criteria The definitions of level of service for uninterrupted flow (flow unrestrained by the existence of traffic control devices) are: LOS "A"' represents free flow. Individual users are virtually unaffected by the presence of others in the traffic stream. Mid Basin Centennial Park Inn jec ion Well Project Final EIR 5-220 'A 6-3 21 Section 5 LOS "B" is in the range of stable flow, but the presence of other Users in the traffic stream begins to be noticeable. Freedom to select desired speeds is relatively unaffected, but there is a slight decline in the freedom to maneuver, LOS "C" is in the range of stable flow, but marks the beginning of the range of flow in which the operation of individual users becomes, significantly affected by interactions with others in the traffic stream. LOS "D" represents high-density but stable flow. Speed and freedom to maneuver are severely restricted, and the driver experiences a generally poor level of comfort and convenience. LOS "E" represents operating conditions at or near the capacity level. All speeds are reduced to a low, but relatively uniform value. Small increases in flow will cause breakdowns, in traffic movement. LOS "IF" is used to define forced or breakdown flow. This condition exists wherever the amount of traffic approaching a point exceeds the amount which can traverse the point. Roadway Segment Level of Service Roadway segment levels of service are estimated by comparing daily traffic volumes with the traffic volume capacity of the roadway based upon its functional classification. The daily traffic volume based LOS criteria (capacity values) obtained from the City of Santa Ana General Plan Circulation Element for the various types of roadway segments is shown in Table 86, The City of Santa Ana considers LOS "E", and "F" unacceptable for roadway segments. Therefore, for the purposes of environmental impact analysis, a project is considered to have a significant traffic Impact at an intersection if the LOS deteriorates from acceptable (i.e., LOS "l or better) to unacceptable (i.e., LOS "E" or "F") with the addition of project traffic, and the project contributes a 1 % or greater increase in the ICU value. Table 86: Level of Service Criteria Roadway Segments Arterial Lanes LOS-A LOS 4 LOS-0 LO$ LO$-F," LO$ P' Principal 6 -D 45,000 52,500 60,000 67,500 75,000 >75,000 Major 6-D 33,900 39,400 45,000 50,600 56,300 >56,300 Primary 4-D 22,500 26,300 30,000 33,800 37,500 >37,500 —Secondary Commuter 4-UD 2-UD 15,000 7,500 — 17,500 8,800 20,000 10,400 1 22,500 11,300 1 25,500 12,540 >25,000 ?12,500 Mid Basin Centennial Park �1,e&ffiProject Final EIR 5-221 Section 5 5.11.3 Thresholds of Significance 1. Would the project be in conflict with an applicable plan, ordinance or policy established measures of effectiveness for the performance of a circulation system, taking into all modes of transportation Including mass transit and non - motorized travel and relevant components of the circulation system, including but not limited intersections, streets, highways and freeways, pedestrians, bicycle paths and mass transit? 2. Would the project be in conflict with an applicable congestion management program, including but not limited to level of service standards and travel demand measures, or other standards established by the County's congestion management agency for designated roads or highways? 3. Would the project increase hazards to a design feature or incompatible uses or equipment? 4. Would the project result in inadequate emergency access? 5. Would the project be in conflict with adopted policies, plans or programs regarding public transit, bicycle or pedestrian facilities or otherwise decrease the performance or safety of such facilities? 5.11.4 Environmental Consequences IMPACT T -1: Would the project be in conflict with an applicable plan, ordinance or policy established measures of effectiveness for the performance of a circulation system, taking into all modes of transportation including mass transit and non - motorized travel and relevant components of the circulation system, including but not limited intersections, streets„ highways and freeways, pedestrians, bicycle paths and mass transit? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented, There would not be any short term construction traffic or long term operational traffic generated within the project area. There would be no change to existing traffic conditions within the project area. Alternative 2: Proposed Project Centennial Park Lang -Term Operational Traffic Impacts The long term operation of the Proposed Project would periodically require weekly backwashi,ng of the injection wells and redevelopment of the injection wells every three to five years. The long term operation would periodically generate a few traffic trips within the project area. The amount of traffic trips Mid Basin Centennial Park �Itgdn Project Final EIR 5 -222 Section 5 generated from the backwashing and well redevelopment activities would be minimal and would occur outside of peak traffic periods. The long term operational traffic impacts generated from the Proposed Project would be less than significant, Centennial Park Short-Term Construction Traffic Impacts The construction activities associated with the Proposed Project would generate short term construction traffic within the project area. Short term traffic would occur from construction equipment mobilization and demobilization activities, worker traffic and from truck deliveries to the project site. To minimize potential construction traffic, all of the construction traffic entering Centennial Park would utilize the Edinger Avenue/Mohawk Drive entrance. A summary of the trips generated from the construction of the Proposed Project is shown in Table 87. Table 87: Centennial Park Construction Traffic Trips Trips AM In AM Out TOW p1m to PM out Total' Dpjky Passenger cars 10 0 10 0 10 10 20 Light Trucks 6 0 6 0 6 6 12 Heavy Trucks 18 0 18 0 is 18 36 Total 28 0 28 0 28 28 56 Sourrei Urban Crossroads Intersection Analysis To evaluate the Proposed Project traffic trips on the project area intersections, project traffic plus cumulative traffic from future development project projects plus an ambient traffic trip growth factor of 6% (2% per year during construction period from 2016 to 2019) was added to the project area circulation system. Additionally, because the construction of the proposed pipeline along Edinger Avenue could require a temporary lane closure, a closed lane condition was factored into the analysis. As shown in Table 88, with the Proposed Project construction traffic, under both an open and closed lane condition, all intersections would operate at acceptable LOS (LOS D or Better). The potential short term construction traffic impacts on project area intersections would be less than significant. Mid Basin Centennial Park j"c &nfiil Project Final EIR 5-223 4 Section 5 Table 88: Existing Plus Project Traffic Intersection Analysis Intersection E E E E E E E+P E+P E+P E+P E+P E+P Acceptable 27,691 ICU ICU ICU LOS LOS LOS ICU ICU ICU LOS LOS LOS LOS North of Centennial Road AM Ma PM AM MD PM AM MO PM AM MD PM Mohawk/Edinger .69— 52 .52 B A A .70 .53 .53 C A A D Mohawk /Edinger .82 .57 .57 D A A D Ave, with Potential Lane Closure Fairview 67 .53 .54 B A A 67 .53 .56 B A A D St./Centennial Rd. E=Existinq, E+P- ExpsUng Plus Project Roadway Segment Analysis To evaluate the Proposed Project traffic trips on the project area roadway system, project traffic, cumulative traffic from future development project projects plus ambient traffic trip growth factor of 6 % was added to the project area circulation system. As shown in Table 89, with the Proposed Project construction traffic all project area roadway segments would operate at an acceptable LOS. The potential short term construction traffic impacts on project area roadways would be less than significant. Table 89: Existing Plus Project Traffic Roadway VolumelCapacity Analysis Ro6dway $99ment'Llmits ALIT VIC LOS ADT 'VIC I LOS Acceptable LOS Edinger Ave West of Mohawk Dr, 27,663 0.74 C 27,691 0 74 C D Edinger Ave, East Mohawk Dr. 28,901 077 C 28,929 077 C D Fairview St, North of Centennial Road 42,218 I .75 C 42,232 075 C D I Fairview St, South of Centennial Idoad 42,350 .75 I C I C D Heritage Museum "Long - Term /Short -Term Traffic Impacts The long term operation of the monitoring well at the Heritage Museum Would require monthly visits from OCWD to conduct water quality and water depth sampling. Additionally, every three to five years OCWD would conduct maintenance activities to redevelop the monitoring well. The water quality Mid Basin Centennial Park 2j5G-u329:',ojec1 Final EIR 5-224 Section 5 sampling and redevelopment activities would only involve the use of light weight trucks and a few pieces of construction equipment and would generate minimal amount of traffic trips Outside of the peak traffic periods- The potential long term operational traffic impacts on project area roadways and intersections would be less than significant. The construction operations for the monitoring well would involve the mobilization and demobilization of construction equipment to the project site. The mobilization and demobilization activities would only in few pieces of equipment would Occur outside of the peak hour traffic periods. The potential short term construction traffic impacts on project area roadways and intersections would be less than significant. Alternative 3: Reduced Intensity Alternative Under Alternative 3, one less injection welt and a reduced arriount of pipeline Would be constructed. Compared to the Proposed Project, there would be slightly less construction traffic generated within the project area. Similar to the Proposed Project, the implementation of Alternative 3 would not result significant long term operation or short term construction traffic impacts to project area intersections or roadway segments. Alternative 4: Pipeline Design Alternative Under Alterative 4, the mix of construction equipment and construction activities would essentially be the same as the Proposed Project. Similar to the Proposed Project, the implementation of Alternative 4 would not result significant long term operation or short term construction traffic impacts to project area intersections or roadway segments. Mitigation Measures No mitigation measures are required. Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant adverse impact Alternative 3: Less than significant adverse impact Alternative 4: Less than significant adverse impact IMPACT T-Z Would the project be in conflict with an applicable congestion management program, including but not limited to level of service standards, and travel demand measures, or other standards established by the County's congestion management agency for designated roads or highways? Mid Basin Centennial Park 260.vMProject Final EIR 5-225 Section 5 Alternativel : No Federal Action/N'o Project Under Alternative 1, the project would not be implemented. There would riot be any additional short term construction traffic or long term operational traffic generated within the project area that could potentially be in conflict with the County of Orange Congestion Management Plan, Alternative 2- Proposed Project The Orange County Transportation Agency is responsible for the implementation of the County of Orange Congestion Management Program (CMP), The CMP is designed to reduce traffic congestion and to provide a mechanism i for the coordination of land use and transportation decisions. When a project generates more than 100 peak trips along a CMP highway or 51 or more trips through a CMP intersection, the project would be required to prepare a traffic impact study to evaluate the impacts on the CMP highway and intersection. There are no CMP intersections or CMP highways within the immediate vicinity of the project area. Therefore, the Proposed Project would not be directly generating traffic onto a CMP intersection or CMP highway, However, there is the potential that some traffic: Could utilize CMP highways or intersection from other areas in the County to travel to the project site. As shown in Table 87 the short term construction traffic generated from the Proposed Project would not exceed 100 peak trips along a CMP highway or 51 or more trips through a CMP intersection. No potential conflicts with the County of Orange Congestion Management Program would occur. Heritage Museum The construction and operation of the monitoring well would only generate a few trips and would not exceed the 100 peak trips along a CMP highway or 51 or more trips through a CMP intersection threshold. Therefore potential conflicts with the County of Orange Congestion Management Program would not occur. Alternative 3: Reduced Intensity Under Alterative 3, there would be slightly less construction traffic generated, compared to the Proposed Project. Similar to the Proposed Project, Alternative 3 would not generate over a 100 peak trips along a CMP highway or 51 or more trips through a CMP intersection. Potential conflicts with the County of Orange Congestion Management Program would not occur. Alternative 4: Pipeline Design Alternative Under Alterative 4, the mix of construction equipment and construction activities would essentially be the same as the Proposed Project- Similar to the Proposed Project, Alternative 4 would not generate over 100 peak trips along a CMP Qo Mid Basin Centennial Park Mz15C -OL-froject Final EIR 5-226 -11312 Section 5 highway or 51 or more trips throi.rgh a CMP intersection. Potential conflicts with the County of Orange Congestion Management Program would not occur. Mitigation Measures No mitigation measures are required. Level of Impact Alternative 1: No adverse impact Alternative 2: No adverse impact Alternative 3: No adverse impact Alternative 4: No adverse impact IMPACT T-3: Would the project increase hazards to a design feature or iincompatible uses or equipment? The construction of the Proposed Project would require temporary lane closures along Edinger Avenue, Edinger Avenue/Mohawk Drive entrance to Centennial Park and along the Centennial Park Loop Road. The temporary lane closures could affect existing circulation patterns within and outside of Centennial Park, including access to Godinez High School parking structure and to student drop off areas. Additionally, construction activities that would occur withrin Centennial Park near Godinez High School Could result in student/ pedestrian construction equipment safety conflicts. The construction activities would also result in the temporary loss of parking area within Centennial Park, Alternativell: No Federal ActionlNo Project Under Alternative 1, the project would not be implemented. There would not be any construction activities that would require temporary lane closures along Edinger Avenue, Edinger Avenue/Mohawk Drive entrance and along the Centennial Park Loop Road. Additionally, no potential student/ pedestrian construction vehicle safety conflicts or temporary loss of parking at Centennial Park would occur. Alternative 2: Proposed Project Edinger Avenue Lane Closure The water supply pipeline to the injection wells would be constructed beneath the south shoulder of Edinger Avenue, The construction activities would require temporary travel lane closure along Edinger Avenue between just west of the Edinger Avenue Bridge to the Edinger Avenue/Mohawk entrance into Centennial Park. The temporary closures would be for approximately 20 days. A traffic impact analysis was conducted under a closed travel lane condition along Mid Basin Centennial Park IALql',-Project Final EIR 5-227 Section 5 Edinger Avenue. As shown in Table 88 with a closed travel lane Edinger Avenue would continue to operate at an acceptable level of service. To ensure safe vehicle access along Edinger Avenue when lane closures are occurring, a traffic manageir-nent program would be implemented that would include a combination of signage and traffic control devices to warn motorist of the temporary closures and to direct traffic safely into the park. With the implementation of Mitigation Measure T-1 potential circulation conflicts with the temporary travel lane closure along Edinger Avenue would be reduced to a less than significant level, Centennial Park Loop Road Lane Closure The Centennial Park Loop extends from the Fairview Street/Centennial Road entrance to it terminus near Parking Lot 1 near the Godinez High School parking structure. Presently, the segment of the loop road that extends through Godinez High School is gated providing no vehicle access. The loop road provides access for park users and Santa Ana College students and staff to parking areas in Centennial Park and is the only roadway for students and staff to the Godinez High School parking structure. The alignment of the water supply pipeline and back flush pipeline would follow the loop road and the Construction of the PipdirleS Would require temporary closure of segments of the loop road. A review of AM peak hour traffic movements shows that approximately 540 vehicles would be expected to utilize the segment of the loop road between the Edinger Avenue/Mohawk park entrance and Parking Area 1. Of the total amount of vehicle trips traveling along the loop road, approximately 378 vehicles (70%) of the vehicle trips would be expected to travel to the Godinez High School parking structure and 162 (30%) would expected to travel to parking areas near the Santa Ana College Centennial Education Center. To maintain circulation to the Godinez High School parking structure and to the parking areas in Centennial Park, the pipeline construction along the loop road would occur at night when the park would be closed for vehicle traffic. The segments of the Centennial Park Loop Road that are under construction would be covered with a metal plate each night to allow for access during the day. With the implementation of Mitigation Measure T-2 potential Circulation conflicts associated with the temporary closure of segment of the Centennial Park Loop Road would be reduced to a less than significant level. Godinez High School Circulation Impacts Godinez Highway is located immediately southwest of Centennial Park. The high school contains approximately 2,600 Students and 130 teachers and support staff. The high school operates on a traditional calendar beginning at 8:00 am and concluding at about 3:00 pm. The primary vehicle access to Godinez High School is provided frorn Fairview Street/Centennial Road entrance and Mid Basin Centennial Park CrAvn roject Final FIR 5-228 2juto -121YIP Section 5 secondary from Edinger Avenue/Mohawk Drive entrance into Centennial Park. As shown in Figure 26 Godinez High School has two onsite parking facilities, a surface parking lot located south of the baseball field and a parking structure. The access to the surface parking lot near the ball fields would be from Centennial Road. The Proposed Project would not involve construction activities along Centennial Road that would adversely impact the surface parking lot near the ball fields. All construction equipment access to Centennial Park would be from the Edinger Avenue/Mohawk Drive entrance. The access to Godinez High School parking structure would be from the Centennial Park Loop Road. During the day vehicle access would be maintained along the loop road to provide access to and from the parking structure. Implementation of the Proposed Project would not result in significant adverse circulation impacts to Godinez High School parking facilities. As shown in Figure 26 Godinez has three student drop-off areas; Centennial Road Student Drop-Off, Parking Area 1 Student Drop-Off and the Parking Area 2 Student Drop-Off. Centennial Road Student Drop-Off The majority of the student drop-offs occur at the Centennial Road drop-off, During drop-off periods vehicles travel west bound along Centennial Road to the Godinez High School surface parking lot, drop-off students, loop around the parking lot and travel eastbound on Centennial Road to Fairview Street, The Proposed Project would riot involve construction activities along Centennial Road that would adversely impact student drop-off activities, Parking Area I Student Drop-Off The access to the Parking Area 1 Student Drop-off would be from the Centennial Loop Road. During the day vehicle access would be maintained along the loop road to provide access to and from the Parking Area 1 Student Drop-Off, Parking Area 2 Student Drop-Off The Parking Area 2 Student Drop-Off is the least utilized drop-off, with only a few drop offs occurring daily. Access to the Parking Area 2 Student Drop-Off would be from the Centennial Loop Road. Vehicles would travel northbound on the loop road and enter into Parking Area 2 to drop off students, exit the parking lot and proceed northbound to the Edinger Avenue/Mohawk Drive entrance. During the construction period when the injection well is being constructed at Parking Area 2, there would not be sufficient space to drop-off students. During the period when construction activities are occurring the student drop off would be temporarily relocated to a turn-around located just north of the skate park. Traffic control devices and signage would be provided to direct vehicles to the turn Q Mid Basin Centennial Park 2j&CLiY4 Project Final EIR 5-229 �) *J*Jb Section 5 around. With the implementation of Mitigation Measure T-3 potential Circulation impacts to the Parking Area 2 Student Drop Off would be reduced to a less than significant level. StudentlPedestrian Construction Vehicle Safety Conflicts Under a joint agreement between City of Santa Ana and Santa Ana Unified School District, Godinez High School is allowed to utilize the athletic facilities and open space areas in Centennial Park for physical education classes and for after school sports programs, The proposed injections wells and supporting pipeline would be located underground and would not cause any potential long term conflicts with open space recreation activities at Centennial Park. During construction operations heavy equipment would be operating within Centennial Park. The construction activity and construction equipment would be fenced off to avoid potential student/pedestrian conflicts during construction. Additionally, flag men would be utilized to direct pedestrians away from construction activities. Prior to start of construction a safety plan would be prepared that would contain measures to avoid student/pedestrian conflicts with construction activities. With the implementation of Mitigation Measure T-4 potential student/pedestrian conflicts Would be reduced to a less than significant level Parking Impacts Centennial Park Centennial Park provides onsite parking for park users and for students and staff of Santa Ana College Centennial Education Center, Godinez High School provides its own onsite parking for students, teachers and support staff. The implementation of the Proposed Project would not displace any parking facilities at Godinez High School. As shown in Figure 27 the well construction activities at Centennial Park would temporary displaces parking spaces in Parking Areas 1, 2, 4 and 5- To minimize temporary parking impacts, the size of the work area at each parking area would be reduced after the well drilling and well construction and development phases are completed and when well equipping occurs. The potential temporary parking impacts occurring at each parking area during the well drilling/construction/development phases and well equipping phases is shown in Figure 28 and summarized in Table 90. As shown in Table 90 a total of 145 parking spares would be temporarily displaced during well drilling /construction /development phases and 48 parking spaces during well equipping phase. Mid Basin Centennial Park 2jsV Vroject Final EIR 5-230 Section 5 Figure 26: Godinez High School Parking Facilities and Student Drop Offs Mid Basin Centennial Park��cjipn Project Final EIR 5-231 Section 5 Figure 27: Temporary Parking Impacts Mid Basin Centennial Park 1-je&nfijProject Final EIR 5-232 Section 5 Figure 28: Areas of Temporary Parkiing Impacts Mid Basin Centennial Park 211 igp;�on 11 Project Final EIR 5-233 5C fu Section 5 Table 90: Parking Impacts during Well Drill inglConstructiion Activities and During Well Equipping Activities Parking Area Available Parking Spaces Reduced Spaces During Drill InglDonstruction Net Available Spaces During DrillinglOonsttuctkrn Reduced Spaces During Well Equipping NetSp!aces Available During i Well Equipping 1 132 52 80 14 118 2 32 1 20 12 10 22 3 85 0 86 0 86 4 322 42 280 12 310 5 145 31 114 12 133 C3verall 717 145 572 48 669 Centennial Park Parking Survey A parking utilization survey was prepared to estimate potential temporary parking impacts that could occur during construction when the parking areas are being utilized on the weekdays during the school year and on weekend by park users. Weekday Parking Survey A weekday parking survey was conducted during the 2015 school year on April 14, 15, 20 and May 18 during peak school hours between 9:00 am and 12:00 noon to help estimate parking demands during the weekday. Table 91 identifies the average parking occupancy at each parking area over the four day survey period and the estimated amount of parking that would be available if well drilling/construction/development activities would be occurring. Table 92 estimates the amount of parking that would be available if well equipping activities wound be occurring,. Table 911: Weekday Available Parking with Well Drilling and Well Construction Activities Parking Area Available Parking Spaces (I) Averaga Occupancy Surplus S aces (2)Maxlmurn Reduced Spaces 1 Net Available parking i 1 132 17 115 52 +63 2 32 23 9 20 -11 3 86 82 4 0 +4 4 322 313 9 42 -33 5 145 115 30 31 -1 (1V -AVeri po we A day swrvey pened I'21 Assumes MP tmuwm Raduoed Parkin, dun Well OrWiri IConslmckin PNas Mid Basin Centennial Park �,6tn 6Project Final EIR 5 -234 Section 5 Table 92: Weekday Available Parking with Well Equipping Activities Parking Area Available Parking S' acces (1), Average Occupancy surplus Spaces (2)Maxlmum Reduced Spaces Not Available parking - 1 132 17 115 14 +101 2 32 23 9 10 -1 3 86 82 4 0 +4 4 322 313 9 12 1 -3 5 145 115 30 __+4,18 t12 WDIWC (I A,er.ged over 4 d., eurvrep period r2) As,n,,,s lvlgelirlun R,,fteed Pwk ... i,lurin Well Phase Table 91 and 92 show that there would be a shortage of parking spaces at Parking Areas 2, 4 and 5. The well drilling/well construction/development and well equipping activities would be phased at different locations and at different times of the year to free up available parking at other parking areas. Table 93 identifies the time of year where a specific type of construction activity would occur. Table 93: Well Construction Phasing Month Parking Parking Parking Parking Parking Occurring Area 1 Area 2 Area I Area 4 Area 5 Date Dec-Jan WDIWC 2018 Jari-Feb WDV WDIWC 2018 Mar-Apr WD/WC WDV 2618 Apr May WDV WD/WIC 2018 Jun-July WDV 2018 July-Oct WE WE 2018 Oct -Jan WE WE 2019 Aodwijes Usted in same row are arcurfing cmcutrerrry WD= Welling Oulling '1.5 maaths WC' -Well Cnnslrrfion 1.5 months oVDV4Vell Development 1.5 rionths WE-Wefl Egmpping 3 months j Mid Basin Centennial Park lugenfleroject Final EIR 5-235 Section 5 Parking Area 2 At Parking Area 2 during well drilling and well construction activities there would be shortage of 11 parking spaces for approximately 90 days During the period when well drilling and well construction activities are occurring in Parking Area 2 there would not be any construction activity occurring in any of the other parking areas, The parking availability data shown in Table 91 suggest that parking would be available in the other parking areas to make Lip for shortage of parking at Parking Area 2, During well equipping activities there would be shortage of 1 parking space. The data in Table 92 Suggest that parking would be available in the other parking areas to make up for shortage of parking at Parking Area 2. Parking Area 4 At Parking Area 4 there would be a shortage of 33 parking spaces during well construction and well development activities for 90 days, During the period when well drilling activities are occurring in Parking Area 4 well development Would be occurring in Parking Area 1 . The parking availability utilization data in Table 91 suggest that even with reduced parking in Parking Area I and Parking Area 4 there would still be available would available parking. The well drilling /construction /development activities at Parking Area 4 would occur at the end of the school year and over the summer months when there would be less demand for parking. During well equipping there would be a shortage of 3 parking spaces. During the period when well equipping activities are occurring in Parking Area 4 well equipping would also be occurring in Parking Area 1.The parking utilization data in Table 92 suggest that there would available parking in other parking areas to make up for shortage of parking at Parking Area 4. Parking Area 5 At Parking Area 5 there would be a shortage of 1 parking space during: well drilling and well construction activities for 90 days, During the period when well drilling and well construction activities are occurring in Parking Area 5 well development would be occurring in Parking Area 1. During this period when the activities are occurring concurrently there would be a shortage of 12 parking spaces. The parking utilization data in Table 91 suggest that there would be available parking at other parking areas to make up for shortage of parking occurring at Parking Area 5. Mid Basin Centennial Park I reject Final EIR 5-236 -'If JF Section 5 Weekend Parking Survey A weekend parking survey was conducted at Centennial Park on June 13, 2015 from 9:00 am to 4 pm. Hourly parking counts were counted for each parking section to determine occupancy. As shown in Table 94, there was surplus of parking available for park users. The construction operations for the Proposed Project would temporarily displace some parking spaces. Table 94 shows the amount of parking that would be available at each parking area when construction activity would be occurring based on the maximum occupancies identified in the weekend parking analysis. Even though there would be reduced parking available at some parking lots, there would still! be an overall surplus of parking at Centennial Park when construction activities are occurring to meet park user parking demands. Potential weekend parking would be less than significant. Table 94: Summary Weekend Parking Impacts Parking Area Available Parking Spaces MaxImum, Occupancy surplus Spaces Reduced Spaces From �Consiructlorlr Activity Not Parking AvalliNe 1 132 45 87 52 35 2 32 23 9 20 -11 3 86 19 67 0 67 4 322 30 1 292 1 42 1 250 5 145 112 33 311 2 Overall 717 196 488 145 343 Centennial Park Parking Area Circulation The parking analysis has identified that there would be available parking within Centennial Park when well drilling/construction/development activities and well equipping activities are occurring. There could be instances where the available parking could be located in more distant parking areas that what would typically be used. To avoid potential adverse circulation impacts from vehicle searching for parking, a signage program would be implemented that would identify parking lots where construction activity is not occurring and where there would be available parking. Within the implementation of Mitigation Measure T- 5 potential circulation impacts within parking areas under construction would be reduced to less than significant. Mid Basin Centennial Park �961- nT 11 Project Final EIR 5-237 18F Section 5 Parking Impacts Heritage Museum The monitoring well at the Heritage Museum would be located with an existing parking area. The monitoring well would be underground and would not result in the permanent loss of any parking area or create any potential vehicle hazards. During construction of the monitoring well there would be some temporary loss of parking. The construction period Would be for approximately two months and would be planned to occur during times of the year when there would be less parking demands at the Heritage Museum. The temporary loss of parking would be a less then significant impact. Alternative 3: Reduced Intensity Alternative Under Alternative 3, Injection Well MBI-2 would not be constructed. There would not be any temporary parking impacts occurring at Parking Area 1. Additionally, there would be more available parking to make up for the parking shortages occurring in the other parking areas when construction activities are occurring. Compared to the Proposed Project potential temporary parking impacts would be less. Under Alternative 3, the segment of the water supply pipeline west of the Edinger Avenue /Mohawk Drive entrance would not be constructed. Therefore, no temporary closure of Centennial Loop Road south the Edinger Avenue/Mohawk Drive entrance would be needed and there would be no vehicle access constraints to the Godinez High School parking structure or to the Parking Area I Student Drop-Off. Because under the Proposed Project the pipeline construction would occur during the evening and the Centennial Loop Road would be accessible during the day, the level of potential circulation impacts to the Godinez High School parking structure and to the Parking Area 1 Student Drop- off would be similar. With the implementation of Mitigation Measures T-1, T-2, T- 3, T-4 and T-5 potential adverse circulation impacts would be reduced to less than significant. Alternative 4: Pipeline Design Alternative Under Alternative 4, temporary parking impacts would be similar to the Proposed Project. As the parking survey suggests there would available parking to make up for parking shortages when construction activities are occurring within Centennial Park. Under Alternative 4, the segment of the water supply pipeline west of the Edinger Avenue/Mohawk Drive entrance would not be constructed. Therefore, no temporary closure of Centennial Loop Road south the Edinger Avenue/Mohawk Drive entrance would be needed and there Would be no vehicle access constraints to the Godinez High School parking structure or to the Parking Area 1 Mid Basin Centennial Park &nfi6iProject Final EiR 5-238 2 Section 5 Student Drop-Off. Because under the Proposed Project the pipeline construction would occur during the evening and the Centennial Loop Road would accessible during the day, the level of potential circulation impacts to the Godinez High School parking structure and to the Parking Area 1 Student Drop-Off would be similar. With the implementation of Mitigation Measures T-11, T-2, T-3, T-4 and T- 5 potential adverse circulation impacts would be reduced to less than significant. Mitigation, Measures T-1: Prior to start of pipeline construction activities along Edinger Avenue a 'Traffic Management Plan will be prepared and approved by the City of Santa Ana. The Traffic Management Plan will include traffic control devices and signage to avoid vehicle and pedestrian conflicts from the temporary closing of Edinger Avenue. T-2: Pipeline construction along the Centennial Loop Road will be conducted during the night time hours. Steel plates will be placed over exposed trenches at the end of the work activities to allow vehicle access during the day. T-3: A Traffic Control Plan with traffic control devices and signage will be implemented at Parking Area 2 directing student drop-offs to the turn-around located north of the Centennial Skate Park, T-4: A Construction Safety Plan will be prepared and implemented that will include fencing around all work areas to prevent public access and the use of flag men to direct students and pedestrians from construction equipment and activities. T-5: During construction activities a signage program will be implemented that identify parking lots where construction activity is not Occurring where parking is available. Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant impact with Mitigation Measures T-1, T-2, T-3, T-4 and T-5. Alternative 3: Less than significant impact with Mitigation Measures T-1, T-2, T-3, T-4 and T-5. Alternative 4: Less than significant impact with Mitigation Measures T-1, T-2, T-3, T-4 and T-5. Mid Basin Centennial Park jgq&nJ1 , _ 46Project Final EIR 6-239 Section 5 IMPACT T-3: Would the project result in inadequate emergency access? Alternativel: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would not be any construction activities that would require temporary lane closures along Edinger Avenue, Edinger Avenue/Mohawk Drive entrance and along the Centennial Park Loop Road that could impact emergency access to Centennial Park, Alternative 2: Proposed Project Under Alternative 2, segments of Edinger Avenue and the Centennial Loop Road would be temporary closed to allow for pipeline construction. The temporary closure along Edinger Avenue would be for approximately 20 days and traffic control devices would be in place to ensure the emergency access would be maintained at all: times. During the day the Centennial Loop Road would be accessible at all times in the event emergency access is required. During the evening some segments of the Centennial Loop Road would be closed for vehicle traffic. In the event an emergency occurs a steel plate Would be placed over the pipeline trench to allow for emergency vehicle access. A Traffic Management Plan would be prepared that would ensure that emergency access is maintained at all times. With the implementation of Mitigation Measure T-1 potential adverse emergency impacts Would be reduced to less than significant. Heritage Museum The construction and operation of the monitoring well would not involve the construction of any structures or involve any activities that would impede emergency access to the site. Alternative 3: Lower Intensity Alternative Under Alternative 3, Injection Well MBI-2 and the pipeline under Centennial Loop Road Would not be constructed. Therefore, there would be no temporary closures along segments of the Centennial Loop Road. Similar to the Proposed Project emergency access would be maintained at all times. Compared to the Proposed Project potential emergency access impacts would be similar. With the implementation of Mitigation Measure T-1 potential adverse emergency impacts would be reduced to less than significant. Alternative 4: Pipeline Design Alternative Under Alternative 4, the pipeline under Centennial Loop Road would not be constructed. Therefore, there would be no temporary closures along segments of the Centennial Loop Road. Similar to the Proposed Project emergency access would be maintained at all times. Compared to the Proposed Project potential Mid Basin Centennial Park Ace-314 Project Final EIR 5-240 Section 5 emergency access impacts would be similar. With the implementation of Mitigation Measure T-1 potential adverse emergency impacts would be reduced to less than significant. Mitigation Measures Mitigation Measure T-1 is required, Level of Impact Alternative 1: No adverse impact Alternatilve 2: Less than significant impact with Mitigation Measure T-1 Alternative 3: Less than significant impact with Mitigation Measure T-1. Alternative 4: Less than significant impact with Mitigation Measure T -1, IMPACT T-4: Would the project be in conflict with adopted policies, plans or programs regarding public transit, bicycle or pedestrian facilities or otherwise decrease the performance or safety of such facilities? Alternative 1: No Federal Action/No Project Under Alternative 1, the project would not be implemented. There would not be any construction activities that would require temporary closures of pedestrian sidewalks and bike ways along Edinger Avenue. Alternative 2: Proposed Project Presently, along the south side and north side of Edinger Avenue is a Class 11 on street bike lane and a pedestrian sidewalk. The implementation of the Proposed Project would require the temporary closure of the bike lane and sidewalk along Edinger Avenue, approximately west of the Edinger Avenue Bridge to the Edinger Avenue/Mohawk Drive entrance into Centennial Park. To ensure safe pedestrian safety, a traffic management program would be implemented that would include a combination of signage and traffic control devices to warn pedestrians of the temporary closures and to direct bicyclist and pedestrians to the bicycle and pedestrian facilities located on the north side of Edinger Avenue. With the implementation of Mitigation Measure T-1 potential pedestrian conflicts would be reduced to a less than significant level. Heritage Museum The construction and operation of the monitoring well would not require the closure or relocation of existing pedestrian, bicycle or transit facility, o ' 4 ) Mid Basin Centennial Park �j en Yroject Final EIR 5-241 4 e - Section 5 Alternative 3: Lower Intensity Alternative Under Alternative 3, there would be temporary closure of the bike lane and sidewalk along Edinger Avenue. Compared to the Proposed Project potential impacts would The similar and with the implementation of Mitigation Measure T-1 potential pedestrian conflicts would be reduced to a less than significant level. Alternative 4: Pipeline Design Alternative Under Alternative 4, there would be temporary closure of the bike lane and sidewalk along Edinger Avenue. Compared to the Proposed Project potential impacts would be similar and with the implementation of Mitigation Measure T-1 potential pedestrian conflicts would be reduced to a less than significant level. Mitigation Measures Mitigation Measure T-1 is required. Level of Impact Alternative 1: No adverse impact Alternative 2: Less than significant impact with Mitigation Measure T-1 Alternative 3: Less than significant impact with Mitigation Measure T-1, Alternative 4: Less than significant impact with Mitigation Measure T -1. �J Mid Basin Centennial Park �1 nf4yroject Final EIR 5-242 ed- Section 6 6.1 CEQA Analysis Requirements A cumulative impact refers to, when two or more individual effects, which when considered together, are considerable or which compound or increase other environmental impacts. The CEQA Guidelines require that an EIR discuss the cumulative impacts of a project when a project's incremental effect is cumulatively considerable, meaning that a projects incremental effects are considerable when viewed in connection with the effects of past, current and probable future projects. According to the CEQA guidelines Section 15130(a) and (b) the purpose of this section is to provide a discussion of significant cumulative impacts which reflects the severity of the impacts and their likelihood of occurrence. The CEQA Guidelines indicate that the discussion of cumulative impacts should include: • Either (1), a list of past, present and probable future projects producing related or cumulative impacts or (B), a summary of projections contained in an adopted general plan or similar document, or in an adopted or certified environmental document which describe or evaluated conditions contributing to a cumulative impact', • A discussion of the geographic scope of the area affected by the cumulative effect, • A summary of expected environmental effects to be produced by these projects,, • Reasonable and feasible options for mitigating or avoiding the project's contribution to any significant cumulative effects. 6.2 NEPA Analysis Requirements Under NEPA, a cumulative impact is an impact on the environment which results from the incremental impact of the action when added to other past, present and reasonably foreseeable future actions. Cumulative impacts could result from individually minor, but collectively significant, actions taking place over time, 6.3 Cumulative Analysis Methodology In accordance with CEQA and NEPA requirements the cumulative analysis for the Mid Basin Centennial Park injection Well Project is based on the following„ a list of foreseeable future development projects occurring in the City, land use projections from the City of Santa General Plan and demographic projections from the South Coast Air Quality Management District Air Quality Management Plan, Mid Basin Centennial Park ;;C&nf4ll Project Final EIR 6-1 4 Section 6 The project area is situated within an urbanized area that is predominately built out. The project area does not contain vacant lands in the immediate area to support large development projects. The majority of the new development would be infill development projects scattered in different locations throughout the Uty of Santa Ana. A listing of future development projects that were considered in the cumulative analysis is provided in Table 95 and shown in Figure 29. Table 95: List of Cumulative Development Projects No. Project Name Land Use Quantity ,I Alliance Church of Orange Church addition 21,000 TSF 2 Artist Gateway LiveNVork 14 DU 3 Bat Nha Buddhist Meditation Center Sanctuary 27,428 TSF 4 Boys and Girls Club Community Center Addition 2,700 TSF 5 6 Bristol-Memory Commercial Building Catalina Retail Building Commercial Commercial 6,900 TSF 5,580 TSF 7 Christ Our Savor Cathedral Sanctuary 2,650 seats 8 C & C Development North Commercial, Single Family Live/Work 9,450 TSF 95 DU 15 DU 9 C & C Mixed Use Development Apartments 70 DU 10 C & C Development Single Family 35 DU 11 12 City Venture City Venture Single Family Condominium 28 CIL 8 DU 13 City Venture Single Family 17 14 City Venture Townhouse 81 DU 15 Depot at Santiago Apartments Mixed Use 70 DU 9,000 TSF 16 Discovery Science Expansion Commercial 102,280 TSF 17 Legato at the Met Condominium 284 DU 18 Lotus Townhomes Townhornes 8 DU 19 Lyon Communities Apartments Commercial Townhornes 250 DU 2,424 TSF 14 DU 20 Main Place Remodel Commercial 150,000 TSF Mid Basin Centennial Park �j enf46Project Final EIR 6-2 8 - Section 6 21 Mater Der Parforrning Arts Performing Arts Center 36,000 TSF 22 Metro Town Square Expansion Retail 6,000 TSIF 23 One Broadway Plaza Office Restaurant 516,000 TSF 18,000 TSF 24 Town and Country Condominium Apartments 174 DU 174 DU 25 Santa Ana Lofts Apartment Commercial 149 DU 4,400 TSF 26 Sex�inger Homes Single Family 24 DU 27 Skyline Phase 11 Condomrnium 150 DU 28 South Coast Speed Wash Commercial 118 048 TSF 29 30 The roost The 301 Live/Work Multiple Family 1 DU 182 DU 31 Academy High School Hugh School 110, 500 TSF 32 The Line Commercial Apartments 4,000 TSF 228 DU 33 Magnolia School Education 52,417 TSF 34 Madison Mixed Use Apartment Live/Work Commercial 219 DU 4 DU 10,121 TSF 35 QCSA Education 60,697 TSF 36 5" 7 harbor Apartments Apartments Commercial 99 DU 10.700 TSF Du- �[Mulliog LpniVs TSFrl ON squam feet 6.4 Cumulative Impact Evaluation Aesthetics The components of the Proposed Project and Project Alternatives Would be located below ground or have been designed to avoid potential significant impacts to aesthetic resources. There are no other development projects proposed within the vicinity of the project area that could affect aesthetic resources within or near Centennial Park or at the Heritage Museum. Therefore, the Proposed Project and the Project Alternatives would not be contributing to significant cumulative impacts to aesthetic resources. Proposed development projects within the vicinity of J Mid Basin Centennial Park Jgdn: 46F`roject Final EIR 6-3 Section 6 Figure 29: Cumulative Project Location Map Mid Basin Centennial Park 'nj enf4Frolect Final FIFA 6-4 Section 6 Centennial Park and the Heritage Museum would be evaluated for potential impacts to aesthetic resources and if needed, would be required to include measures to reduce potentially significant aesthetic impacts. By evaluating irnpacts to aesthetic resources and requiring mitigation measures to minimize aesthetic impacts, potential cumulative impacts to aesthetic resources would be less than significant, Air Quality In accordance with CEQA Guidelines 15130(b), this analysis Of CUMUlative impacts is based on a summary of projections analysis provided in the South Coast Air Quality Management District Air Quality Management Plan, The South Coast Air Basin is in nonattainment for ozone, particulate matter (PM it and PM2 5), and nitrogen dioxide, which means that concentrations of those pollutants currentlly exceed the ambient air quality standards for those pollutants, if a project causes concentrations of ozone, PM1U, PIV112r�, and nitrogen dioxide to exceed the ambient air quality standards, then the project is considered to contribute considerably to significant cumulative air quality impacts. In accordance with CEQA Guidelines Section 15064, subdivision (h) (3), a: lead agency may determine that a project's incremental contribution to a, cumulative effect is not cumulatively considerable if the project complies with the requirements in a previously approved plan or mitigation program. As identified in Impact AIR-1, the Proposed Project and Project Alternatives would comply with the control measures in the AQMP and all of the SCAQMD's applicable rules and regulations and would' not exceed the SCAQMD's CEQA regional and local significance thresholds. The analysis contained in impact AIR-1 also demonstrates that the Proposed Project and Project Alternatives would be consistent with the most recent AQMP and State Implementation Plan without mitigation. Therefore, the Proposed Project and Project Alternatives would not contribute considerably to significant cumulative air quality impacts. Proposed development projects in the project area would be required to evaluate potential cumulative air quality impacts and provide measures to minimize cumulative air quality impacts in the region. By requiring the evaluation of potential adverse air quality and including measures to minimize air quality impacts potential significant cumulative air quality would be reduced to a less than significant level. Biology The project site and surrounding project area do not contain any special status plant or wildlife species. Therefore, the Proposed Project and the Project Alternatives would not contribute to significant adverse cumulative impacts to special status plant or wildlife species. The implementation of the Proposed k Mid Basin Centennial Park yJg&n1.1.1 _ j46Project Final EIR 6-5 Section 6 Project and Project Alternatives would also, riot result in temporary or permanent impacts to Wetland Waters of the U.S-/State or Waters of the U.S./State. Therefore, the Proposed Project and Project Alternatives would not be contributing considerably to cumulative impacts that would result in the permanent loss of Wetland Waters or Waters of the US/ State. Proposed development projects in the project area would be required to evaluate potential impacts to sensitive biological resources and would be required to provide rneasures to minimize impacts and to biological resources and to ensure that there would be no net loss of Waters of the U.S./State. By requiring the evaluation of potential impacts to biological resources arid including measures to avoid impacts biological resources, potential significant cumulative impacts to biological resources would be reduced to a less than significant level. Cultural Resources The project area has been investigated for the presence of cultural resources and it has been determined that the potential for cultural resources to be encountered within the project area would be low. Mitigation measures have been incorporated into the Proposed Project and Project Alternatives to avoid potential significant impacts to unknown cultural resources in the event they are encountered during construction activities. Proposed development projects in the project area would be required to evaluate the potential for impacts to cultural resources and under CEQA would be required to ensure that those project activities would not result in adverse impacts to cultural resources. By requiring the evaluation of potential impacts to cultural resources and including measures to avoid impacts to unknown buried cultural resources, potential significant cumulative impacts to cultural resources would be reduced to a less than significant level. Geology Implementation of the Proposed Project and Project Alternatives would not result in adverse geologic impacts that would expose people and structures to substantial geologic risks. Therefore, the Proposed Project and Project Alternatives would not contribute considerably to significant adverse cumulative geologic impacts in the project area. Proposed development in the project area would be required to prepared geotechnical studies to identify potential geologic constraints and include measures to ensure geologic stability. With the preparation and implementation of geotechnical studies, potential geologic related cumulative iimpacts would be reduce to a less than significant level, I L Mid Basin Centennial Park tQnf 4 Project Final EIR' 6-6 - 6 Section 6 Environmental Justice In comparison to all of Orange County, the City of Santa Ana has higher amount of lower income households. The implementation of the Proposed Project and Project Alternatives would increase groundwater supplies and would reduce the need for imported water supplies. The cost to purchase imported water Would be substantially higher than the cost to produce groundwater and would be a more financial burden to lower income households. Therefore, the implementation of the Proposed Project and Project Alternatives would result in beneficial impacts to low income households and would not contribute to significant adverse cumulative impacts to low income households. Greenhouse Gas Construction and operation of the Proposed Project and Project Alternatives would not generate significant adverse greenhouse gas emission impacts. Therefore, the Proposed Project and Project Alternatives would not contribute considerably to significant adverse cumulative greenhouse emission impacts in the regional area. Proposed development projects in the project area would be required to evaluate potential cumulative greenhouse gas emission impacts and provide measures to minimize Cumulative greenhouse gas emission impacts in the region. By requiring the evaluation of potential adverse greenhouse gas emission impacts and including measures to minimize greenhouse gas emission impacts, potential significant cumulative greenhouse gas emission impacts would be reduced to a less than significant level. HydrologyMater Quality Implementation of the Proposed Project and Project Alternatives would not result in adverse flood impacts to people or structures, Therefore, the Proposed Project and Project Alternatives would not contribute considerably to significant adverse cumulative flood impacts in the project area. The long term operation and construction activities associated with the Proposed Project and Project Alternatives and with cumulative development projects proposed within the project area could generate degraded surface water runoff and contribute to cumulatively significant water quality impacts. The Proposed Project and Project Alternatives and development projects proposed within the project area would be required to comply with Federal, State and local surface water quality regulations and standards to maintain water quality. Compliance with the water quality regulations and standards would reduce potential adverse significant cumulative surface water quality impacts to a less than significant level. Mid Basin Centennial Park �jgq&gbProject Final EIR 6-7 Section (3 Land Use The Proposed Project and Project Alternatives would be consistent with the City of Santa Ana General Plan and would not result in adverse land use compatibility impacts and therefore would not contribute considerably to cumulative adverse land use impacts. Proposed development projects within the project area would be required to be developed in accordance with the General Plan. Compliance with the General Plan would ensure that significant adverse cumulative land use impacts would be avoided, Noise Implementation of the Proposed Project and Project Alternatives would not generate long term noise impacts within the project area, 'Therefore, the Proposed Project and Project Alternatives would not contribute considerably to long term adverse significant noise impacts in the project area. The Proposed Project and Project Alternatives along with development projects proposed within the project area would generate construction-related short term noise impacts. The Proposed Project and Project Alternatives and development projects proposed within the project area would be required to comply with local noise ordinance requirements and if needed would include measures to minimize noise impacts. Compliance with local noise ordinance noise standards will reduce potential significant adverse cumulative noise impacts to a less than significant level. Transportation/Traffic The long term operation of the Proposed Project and Project Alternatives would not generate significant adverse long term traffic impacts or short term significant adverse construction impacts within the project area. Therefore, the Proposed Project and Project Alternatives would not contribute considerably to long term or short term construction traffic impacts in the project area. Development projects proposed within, the project area would be evaluated for potential Cumulative traffic impacts and if needed measures would be identified to minimize traffic impacts. By requiring the evaluation of potential traffic impacts and including measures to avoid impacts to minimize traffic impacts potential significant cumulative traffic impacts would be reduced to a less than significant level. Mid Basin Centennial Park �JeenAliPrDject Final EIR 6-8 Section 7 SECTIO11 7.0 OTAER CEQA CONS I DERATIORIS 7.1 Growth Inducing impacts Pursuant to Sections 15126(d) and 15126.2(d) of the CEQA Guidelines, this section evaluates if the project has the potential to foster economic or population growth, or the construction of additional housing, either directly or indirectly, in the Surrounding environment. Specifically, the following questions Would be evaluated to determine potential growth inducing impacts associated with the implementation of the Mid Basin Centennial Park Injection Well Project. Would the project remove obstacles to growth through the construction or extension of major infrastructure facilities that do not presently exist in the project area, or through changes in existing regulations pertaining to land development? Would the project result in the need to expand one or more public services to maintain desired levels of service? Would the project encourage or facilitate economic effects that could result in other activities that could significantly affect the environment? Would approval of the project involve some precedent setting action that could encourage and facilitate other activities that could significantly affect the environment? Would the project remove obstacles to growth through the construction or extension of major infrastructure facilities that do not presently exist In the project area, or through changes in existing regulations pertaining to land development? The construction and operation of the Mid Basin Centennial Park Injection Well Project would not involve the construction of new infrastructure or the extension of existing infrastructure to facilitate new construction or growth in the project area. The additional groundwater supplies generated from the project would meet existing and planned groundwater needs within OCWD service area. Would the project result in the need to expand one or more public services to maintain desired levels of service? The operation of the Mid Basin Centennial Park Injection Well Project would not result in the need to expand existing levels of public services over current levels of demand. The operation and maintenance of the project would be provided by OCWD employees. �d J Mid Basin Centennial 1 nnial Park I ' igd"i - 2 Project Final EIR 7-1 Section 7 Would the project encourage or facilitate economic effects that could result in other activities that could significantly affect the environment? The construction of the Mid Basin Centennial) Park Injection Well Project would generate short-term employment opportunities. The majority of the employment opportunities would be expected to be filled by the currently employed and unemployed labor force from the surrounding area. Thee operation of the project would be by existing OCWD employees. The implementation of the Mid Basin Centennial Park Injection Well Project would not increase Population levels or housing demand that would stimulate new economic activity that could result in other activities that could have significant effects on the environment. Would approval of the Project involve some precedent setting action that could encourage and facilitate other activities that could significantly affect the environment? The Mid Basin Centennial Park injection Well Project is not a part or phase of a larger project. The project would be consistent with the City of Santa Ana General Plan and the implementation of the project would not set a precedent that would facilitate growth in the project area. 7.2 Significant Irreversible Changes Section 15126 (C) of the CEQA Guidelines requires that an EIR describe any significant irreversible environmental changes that would be caused by the project should it be implemented. Such a change would occur if one of the following scenarios is involved: The project would involve a large commitment of non-renewable resources Irreversible damage can result from environmental accidents associated with the project " The project consumption of resources is not justified Implementation of the Mid Basin Centennial Park Injection Well Project would result in an irretrievable commitment of non-renewable resources in the form energy supplies. The energy Supplies would mostly be fuels to operate heavy equipment to construct and maintain the project. Although the construction and operation of the project would require a permanent commitment of energy resources, the project would increase groundwater supplies and reduce the need to import water to meet domestic water needs. Because the energy commitments to import water are much more than the amount of energy to implement the Mid Basin Centennial Park Injections Well Project, there would be a net benefit in regards to the commitment of non-renewable resources within the project area. Mid Basin Centennial Park 136Y roject Final EIR 7-2 Section 7 7.3 Significant Unavoidable Significant Impacts Section 15126.2 (b) of the CEQA Guidelines requires that the EIR describe any significant impacts, including those that can be mitigated but not reduced to less than significant levels. With the incorporation of mitigation measures and project design features there would not be any significant unavoidable adverse impacts associated with the implementation of the Proposed Project or Project Alternatives. Mid Basin Centennial Park I A H Project Final EIR 7-3 4 moire, k` M01I1 i► Hi7• 61114 C7111 101 Lis ONW11 This Federal Consultation Review has been prepared to supplement the Environmental Impact Report/Environmental Assessment prepared for the Mid Basin Centennial Park Injection Well Project to meet requirements established by the U.S. Environmental Protection Agency for the State Revolving Loan Program administered by the State Water Resources Control Board, The analysis incorporates by reference technical Studies prepared for the Mid Basin Centennial Park Injection Well Project Environmental Impact Report/Environmental Assessment. 8.2 Project The Proposed Project involves the construction of four underground injection wells at Centennial Park and a below ground monitoring well at the Heritage Museum. The water supply to the injection wells would be recycled water from OCWD GWRS water treatment plant in Fountain Valley. An underground pipeline would be constructed that would extend from the GWRS water supply pipeline to Centennial Park and then would branch off to the four injection well sites. When in operation the four injection wells would provide up to 12 MGD of additional groundwater recharge capacity to the Orange County Groundwater Basin. To monitor water quality in the area, a monitoring well has been proposed at the Heritage Museum. The Centennial Park Injection Wells project involves six construction activities. These activities include: • Construction of Water Supply Pipeline • Construction of Back Flush Pipeline • Drilling and Construction of Injection Wells at Centennial Park • Construction of Power and Communication Systems • Repaving of Centennial Park Parking Lot • Site Improvements and Drilling and Construction of a Monitoring Well at Heritage Museum Construction of Water Supply Pipeline Each of the four injection wells would require a pipeline connection to deliver water to the injection well. The source of the water for the injection wells would be the OCWD GWR System pipeline located in the western levee of the Santa Ana River, To access the GRWS pipeline, the western levee would have to be Q Mid Basin Centennial Park lnjgc on dll Project Final EIR 8-1 -04 2 6 5 Section 8 excavated to expose the pipeline. Frorn the GWRS pipeline, the water supply pipeline would extend from along the nose piers of the Edinger Avenue Bridge. Once across the bridge the pipeline would be placed underground on the east facing levee of the Santa Ana River and then would be extended underground along the south side of Edinger Avenue to the entrance of Centennial Park. Within Centennial Park the water supply pipeline would extend along the alignment of Centennial Loop Road to the injection well sites. The water supply pipeline would be approximately 5,500 feet in length and would have diameters ranging from 36 inches at its connection with GWR System pipeline to 14 inches along the loop road in Centennial Park, Construction of Back Flush Pipeline In order to maintain injection efficiency and longevity of the injections wells, periodic back flushing operations would be necessary. To help conserve water, the water back flushed from the injection wells would be discharged into Centennial Lake with a secondary discharge option into the Greenville Banning Flood Control Channel. As shown in Figure 3 the back flush pipeline Would generally follow the same alignment of the water supply pipeline. The back flush pipeline would be approximately 2,300 feet in length with a diameter of 18 inches. Drilling and Construction of Injection Wells at Centennial Park A total of four injection wells have been proposed in Centennial Park. The proposed injection wells would operate 24 hours a day injecting water into the groundwater basin at depth of approximately 1,200 feet. The injection wells would be enclosed and would operate in underground vaults under existing parking areas at Centennial Park. A 5 foot by 5 foot metal cover would be constructed at the finished grade of the parking lot to provide access into each vault. Each vault would be approximately 260 square feet and Would be excavated to a depth of 15 feet below the ground surface. The drilling activities for each injection well would require continuous 24 hour drilling over a three month period. During the well drilling phase, a work area averaging about 12,200 square feet would be needed for each well site. To minimize the temporary loss of parking area, after the well drilling activities are completed the work area would be reduced to 3,000 square feet to construct each well. A total of three months would be needed to construct each well after well drilling is completed. Shared Recreation✓Communication Structures Power and communication would be required at each injection well. The electrical, communication and process control equipment power would be shared Mid Basin Centennial Park Aq&g6Project Final EIR 8-2 Section 8 in two above ground structures that would function as utility room for OCWD and public restroom /changing rooms and a park office for Centennial Park staff. The first shared structure would be located near the northwest corner of Centennial Park adjacent to the soccer fields. A 1,050 square foot shared structure would be built that would contain a 220 square foot public restroom, a 550 square foot changing area for soccer teams and a 280 square foot utility room for t7CWD. The proposed shared structure would be constructed on an existing asphalt area adjacent to the soccer field complex. A 200 foot long x10 foot wide ADA approved sidewalk would be constructed to provide pedestrian access from the Centennial Park parking lot to the soccer field and to the Santa Ana River Bike Trail. The second shared structure would be located near the Centennial Park skate park. An existing 576 square foot restroom structure would be demolished and replaced with a 596 square foot shared structure. The shared structure would contain 212 square foot public restroom, 178 square foot park office and 206 square foot utility room. A concrete walkway ranging in size from 3 feet to 10 feet would be provided around the perimeter of the shared structure. The park office would be oriented towards the skate park to allow Centennial Park staff to supervise the activities at the skate park. Additionally, to increase the defensibility of the skate park an existing 3 foot high fence around the skate park would be replaced with a new 8 foot high fence and a surveillance camera would be installed and wired to the park office. Repaving of Centennial Park Parking Lot Once the construction activities are completed, the parking areas and roadways at Centennial Park would be repaved. A total of 9.64 acres of area would be repaved. The paving activity would include the grinding and removal of two inches of existing asphalt, replacing the depth with new asphalt, and restoring the parking and roadway painting and markings. The repaving of the parking lot would not reduce the current amount of parking spaces. Construction of Monitoring Well A below ground monitoring well would be constructed within an existing dirt parking area at the Heritage Museum site. The monitoring well would be housed in an underground fault with a 2' x 3' metal cover and 6'x T concrete apron. The concrete apron would be incorporated into the existing parking area. The monitoring well would operate 24 hours per day monitoring water levels and water quality. However, unlike injection wells the monitoring well would sit idle, until the time it is sampled or maintained. A 5,000 square foot area would be needed to construct, operate and maintain the monitoring well. The proposed 40. Mid Basin Centennial Park �Ij D n f &Fr'oject Final EIR 8 -3 Section 8 well would be a nested monitoring well and would be drilled by direct mud rotary drilling equipment and would occur 24 hours a day over a two week period and 12 hours a day over another two week period. After well construction is completed the parking direct parking area would be resurfaced with decomposed granite. Additionally, as part of site improvements at Heritage Museum, an existing irrigation system to the demonstrate garden would be replaced and interpretive education kiosks would be installed. 8.3 Long Term Maintenance Injection Wells The injection wells are routinely redeveloped every two to five years to remove accumulated sediments and microbiological build -up within the well casings to restore the well capacity to operate at their maximum injection capacity. As part of the redevelopment the injection well would be back washed. The discharging of the well water associated with redevelopment activities will be conducted in accordance with NPDES Permit requirements. Monitoring Wells Every two years OCW D assesses the condition of monitoring wells to determine if they need redevelopment. The redevelopment activities would be similar to an injection well. 8.4 Construction Phasing Plan The Proposed Project is estimated to take 14 months of active construction and is broken into 8 phases. Constructions are expected to start of early 2017 and conclude in 2019. 8.5 Federal Endangered Species Act (ESA), Section 7 Does the project involve any direct effects from construction activities, or indlirect, effects such as growth inducement that may affect federally listed threatened or endangered species or their critical habitat that are known, or have a potential, to occur on -site, in the surrounding area, or in the service area? 9 No. Discuss why the Project will not impact any federally listed special status species: The following analysis is based on the Biological Assessment that was prepared for the Mid Basin Centennial Park Injection Well Project by the l'OCWD Natural Resources Department in June of 2015. The Biological, Assessment with database searches is presented in Appendix C. Mid Basin Centennial Park In, 11Project Final EIR 8 -4 Section 8 Federal /State Special Status Plant Species To determine the potential for Federal and State Listed special status plant species to occur at Centennial Park and at the Heritage Museum a review of the U.S. Department of Interior Information Planning and Conservation Systern Database and the California Department of Fish and Wildlife California Natural Diversity Data Base was conducted. A listing of Federal and State Listed special status plant species that have potential to occur within the project area is shown in Table 96. Based on existing habitat conditions there are no Federal or State Listed special status plant species that have a moderate or higher potential to occur at Centennial Park or at Heritage Museum. Table 96: List of Federal/State Special Status Plant Species Mid Basin Centennial Park ICI Apra 11 Project Final FIR 8-5 Federal State QNPS General Habitat Potentlat Occurrence Salt Marsh Birds E E 1B.2 Coastal Salt Low —beak Marsh both sites lack suitable (Cordylanthus habitat. Recent occurrence maritimas ssp, 2005 Upper Newport back Mantimus) Bay. San Diego button- E E 1B'1 Vernal Pool Low celery (Eryngiurn Complex Both sites lack suitable aristulatum var. habitat, Recent occurrence pioshii) 2011 Fairview Park Costa Mesa, Ventura marsh E E I B 1 Coastal Salt Low Milk-vetch Marsh Both sates lack sultable (Astragalus habitat. Last occurrence 1987 pycnostachyus Bolsa Bay var.) Gambel's water E T 161 Marshes and Low cress Swamps Both sites lack suitable {Nasturtium habitat. Recent occurrence garri 1908 Huntington Beach L.irend' CAI.nriz, NMW. Pillar SqgimWgM FiedspliC 1 A P1 a f1s; presumed si in Cpi E endri D-fewsrado,lidai sr@rnJ,3ni i,, 7>hfpa,,a mail else, here r I huadi.ned 2 P I a Is ram, th me fee) ad fir P, i ld a i iq,eon la Ga Iii and ia ai i i mi rein ri an alaawl,cra S-1 c, 5p.,pi Species of Q'rn"" 3-Planis sba)l whish w, noad more roview F GanduJ.t. for Letsuc; 4 larnla of Wiled diiiniruhun Ni, Nw i CNP§ Tbreal Bank §Wlg Listing (CJJifam,,u Erman q1.lnJ Spmg,, _A,1 CCFG I Sei E,,rengered 2 Fairly lddsqndd FP Fall, "Fiefilland E-Endaniaered I Nat Very F�ddui,,,,ad r 111Mab@aad SNL-Not Ustal . . ........ . . . . Mid Basin Centennial Park ICI Apra 11 Project Final FIR 8-5 Section 8 Federal/State Listed Special Status Wildlife Species To determine the potential for Federal and State Listed special status wildlife species to occur within Centennial Park and the Heritage Museum a review of the U.S. Department of Interior Information Planning and Conservation System Database and the California Department of Fish and Wildlife California Natural Diversity Data Base was conducted. A listing of Federal and State Listed special status wildlife species with the potential to occur within the project area is shown in Table 97. Based on existing habitat conditions there are no Federal or State Listed special status wildlife species that have a moderate or higher potential to occur at Centennial Park or at Heritage Museum. Table 97: List of Federal Special Status Wildlife Species Mid Basin Centennial Park d I� nf I reject Final j e- 6 Federal State General Habitat Potentlai Occurrence California Least E E Sandy Beaches Low Tern Both sites lack suitable habitat. (Sterna Recent Occurrence 2011 Seal Beach antillarorn Wildlife Refuge, Least Bell's Vireo E E Low growing Low (Vireo ballif riparian Heritage Museum site appears too pusillus) vegetation small to host a territorial male and extremely isolated with no connectivity to other riparian strips. Recent sighting 2013 Sari Mateo Creek. Light Footed F E Salt Marshes Low Clapper Rail with cordgrass Both Sites lack suitable habitat. (ROUS and pickleweed Recent sighting 2007 Upper Newport longirostris Bay. leviges) Southwester E E Riparian Low Willow Flycatcher Woodlands Heritage Museum site is too small (Empidonax trailli and xeric condition during breeding extimus) season not suitable for nesting Recent sighting 2003 Sari Juan Creek. Western Snowy -r NIL Sandy Beaches Low Plover Salt Ponds Both sites pack suitable habitat (Charadrius Recent sighting 1986 Newland I Marsh. -2fvosus San Diego Fairy E NL Vernal Pools Low Shrimp Both sites lack suitable habitat (Branchinecta Recent sighting 2010 San Juan sandiegonnsis) Ca. istrano. Pacific Pocket E NIL Coastal Plains Low Mid Basin Centennial Park d I� nf I reject Final j e- 6 (Porognithus longimortibras E Eildqnq'rad T-Threatened SSC Special Spkvies of Cnincorri C-Candidale PUr LiAng Callorma Endangered Spewes AUICalitornoa Department Fish Game E-Endangered FP Fully P'Otected SSC-Spadal Species W Concem Critical Habitat Section 8 Both sites iack suftWe habitat Recent sighting 1999 Dana Point Headiwids, A database search of the United States Fish and Wildlife Service Information, Planning, and Conservation System Database and the California Department of Fish and Wildlife Natural Diversity Database for the Newport USGS Quadrangle, which is where the project site is located, shows that the project site is not located on any lands that are designated Critical Habitat. Therefore, implementation of the Proposed Project would not have any direct or indirect adverse impacts on lands designated Critical Habitat. Mitigation Measures No Mitigation Measures required. Level of Impact No adverse impact. 8.15 Magnuson - Stevens Fishery Conservation and Management Act, Essential Fish Habitat: Does the project involve any direct effects from construction activities, or indirect effects such as growth inducement that may adversely affect essential fish habitat? nx No Discuss why the project will not impact essential fish habitat: According to review of the National Marine Fisheries Service Essential Fish Habitat Map for the Pacific Ocean, there is no essential fish habitat in the surface water bodies near the project area. Therefore, the construction and operation of the Mid Basin Centennial Park Injection Well Project would riot result in adverse impacts to any Essential Fish Habitat. Mitigation Measures No mitigation measures required. Mid Basin Centennial Park I j&6n JgIl Project Final EIR 8-7 Section 8 Level of Impact No adverse impact, 8.7 National Historic Preservation Act, Section 106 Identify the area of potential effects (APE), including construction, staging areas, and depth of any excavation. (Note: the APE is three dimensional and includes all areas that may be affected by the project, including the surface area and extending below ground to the depth of any project excavations). The foilowing analysis is based on a Cultural Resources Report prepared for the Mid Basin Centennial Park. Injection Well Project by BonterrafPsomas Consultants in September 2015. The Cultural Resources Report is presented in Appendix D. Area of Potential Effects As shown in f=igure 16, the Area of Potential Effect (APE) is the 87 -acre Centennial Park Site 'located at 3000 West Edinger Avenue and the 12 -acre Heritage Museum site Ilocated at 3101 West Harvard Street. Cultural Resources Record Search A record search was contacted at the South Central Coastal Information Center in April of 2015. As shown in Table 98 the record search identified three cultural' resource studies that were prepared near Centennial Park and the Heritage Museum. The studies consisted of pedestrian field surveys and cultural resource evaluations, or were research oriented and did not involve field work. Each study was reviewed to determine if they contained any cultural resource information relevant to the Centennial Park and to the Heritage Museum. The records search indicates that no cultural resource sites have been recorded within a one -mile radius of the project site. Table 98: Cultural Resources Investigations Near Project Area RepOrtNo. Authoril'tar Study tfa orlptlon OR -00901 Langenwater and Brock 1985 Phase H Prado Basin and flower Santa Ana River OR -01836 Padon 1998 Cultural Resources Review for Groundwater Replenishment OR -04259 Becker at al. 2007' Monitoring Report Groundwater Replenishment J Mid Basin Centennial Park jn l ySarr Jj,Preject Final EIR 8 -8 Section 8 The Heritage Museum contains a historic plaza featuring several buildings from the 1890-s, extensive flora gardens, citrus groves, agriculture demonstration garden area and Native vegetation open space. Two historical homes are located within the boundary of the Heritage Museum: the Maag Ranch House and the Kellogg House, The Maag Ranch House is located at 3101 West Harvard Street. The house was moved from its original location on Fairhaven Avenue to the museum property in 1980. The house was constructed in 1899 and is listed on the HPDF and was determined ineligible for the NRHP. That Maag Ranch House has been evaluated and been listed as a Landmark on the City of Santa Ana Local Register and determined to be eligible for listing on the State of California Register of Historical Resources. The evaluation prepared for the Maag Ranch House is contained in Appendix D-1, The Kellogg House was also moved to the museum property in 1980 from its original location on Orange Avenue. The Kellogg House has been evaluated and been listed as a Landmark on the City of Santa Ana Local Register and determined to be eligible for listing on the State of California Register of Historical Resources. The evaluation prepared for the Kellogg House is contained in Appendix D-1, A short segment of the water supply pipeline would be attached to the nose piers of the Edinger Bridge that crosses the Santa Ana River Channel immediately northwest of Centennial Park. This bridge is listed in the Caltrans California Bridge Inventory (No. 55 0266). The bridge has been assigned an NRHP Status Code 5. The Bridge underwent major construction in 2013 and 2014, and it does not warrant further consideration during this project and would not be eligible for the NRHP, Archeological Survey Results The archaeological survey of the property was conducted on May 7, 2015, by Mr. David Smith, the Bon'Terra/Psomas Senior archaeologist based out of the Orange County office. At Centennial Park the location of the pipeline alignment, the injection well sites and the proposed shared structures were on paved surfaces. Given the amount of disturbance that has occurred to the site the potential for discovery Of cultural resources would be low. At the Heritage Museum site the proposed monitoring well would be situated on an existing dirt parking lot. The Heritage Museum site has experienced considerate amount of construction activity as part of the construction of Godinez High School, which is adjacent to the monitoring well site. Given the amount of tea Mid Basin Centennial Park 218 2& 18 - '*JProject Final EiR 8-9 Section 8 disturbance that has occurred to the site the potential for discovery of cultural resources would be low. Potential Impacts to Historical and Pre-Historic Cultural Resources The records search indicates that no cultural resource sites have been recorded within a one-mile radius of the project site. Additionally, no archaeological materials were observed during the pedestrian survey and the potential for discover of known cultural resources would be low. Even though there is low potential for discover of archeological resources, there would be some potential that unknown Cultural resources could be encountered during earthwork activity. With the implementation of Mitigation Measure CR-1 potential adverse impacts to unknown cultural resources would be reduced to a less than significant level. Two historical Structures are present at the Heritage Museum. Both structures are well outside of any potential impacts from the Proposed Project and would not suffer from and direct or indirect construction related impacts. Mitigation Measure CR-1: A qualified Archaeologist be retained during construction to observe grading activities in the uppermost IayerS of sediment (soils and younger Quaternary Alluvium) and to salvage and catalogue archaeological resources, as necessary. The designated Archaeologist should be present during the pre-grade meeting to discuss cultural resources sensitivity and to assess whether archaeological resources have the potential to be encountered, The Archaeologist must first determine whether an archaeological resource uncovered during construction is a "unique archaeological resource" pursuant to Section 21083.2(g) of the California Public Resources Code or a "historical resource" pursuant to Section 15064.5(a) of the State CEQA Guidelines. If the archaeological resource is determined to be a "Unique archaeological resource" or a "historical resource", the Archaeologist shall formulate a mitigation plan in consultation with the OCWD that satisfies the requirements of the above listed sections. Level of Impact Less than significant impact with Mitigation Measure CR-1 Native American Sacred Burial Grounds A Native American record search was conducted by Native American Heritage Commission (NAHC) to determine if there were any known Native American sacred burial grounds on or near the project area. The NAHC review of the Sacred Lands Files did not show the presence of cultural resources on or near the project area, The NAHC acknowledged that their records might not contain all Mid Basin Centennial Park A n I I Project Final " - Section 8 information relevant to Native American sites in the project area and advised BonTerra/ Psomas to contact various local tribes. The NAHC provided a list of tribes affiliated with the project site. Each tribe on the list was notified in writing on June 8, 2015, of the Proposed Project and was invited to provide any information they could have regarding cultural resources on or near the project area. No responses were provided indicting the potential presence of Native American scared burial grounds. Even though there is low potential for discover of Native American sacred burial grounds, there would be some potential that unknown Native American sacred burial grounds could be encountered during earthwork activities. With the impllementation of Mitigation Measure CR-2 potential adverse impacts to unknown Native American sacred burial remains would be reduced to a less than significant level!. Mitigation Measure CR-2: If human remains are encountered during excavation activities, all work shall halt in the vicinity of the remains and the County Coroner shall be notified (California Public Resources Code §5097.98). The Coroner will determine whether the remains are of forensic interest. If the Coroner, with the aid of a qualified Archaeologist, determines that the remains are prehistoric, s/he will contact the Native American Heritage Commission (NAHC). The NAHC will be responsiible for designating the most likely descendant (MLD), who will be responsible for the Ultimate disposition of the remains, as required by Section 7050.5 of the California Health and Safety Code. The MLD shall make his/her recommendation within 48 hours of being granted access to the sites. If feasible, the recommendation of the MLD shall be followed and may include scientific removal and non-destructive analysis of the human remains and any items associated with Native American burials (California Health and Safety Code §7050.5). If the landowner rejects the recommendations of the MILD, the landowner shall rebury the remains with appropriate dignity on the property in a location that will not be subject to further subsurface disturbance (California Public Resources Code §5097.98). Level of Impact Less than significant impact with Mitigation Measure CR-2 83 Federal Clean Air Air Basin: South Coast Air Basin Local Air District: South Coast Air Quality Management District k,j Mid Basin Centennial Park J rt ry Project Final EIR 8 11 Section 8 Is the project subject to a State Implementation Plan (SIP) conformity determination? 9 Yes. The project is in a non-attainment area or attainment area subject to maintenance plans for a federal criteria pollutant. Include information to indicate the non-attainment designation (e.g. moderate, serious, severe, or extreme), if applicable. if estimated emissions (below) are above the federal de minimis levels, but the project is sized to meet only the needs of current population projections that are used in the approved SIP for air quality, then quantitatively indicate how the proposed capacity increase was calculated using population projections. The following analysis is based on an Air Quality Impact Report prepared for the Mid Basin Centennial Park Injection Well Project by Bonterra/Psomas in October of 201' 5. The Air Quality Report is presented in Appendix B, Background The General Conformity Rule of the Federal Clean Air Act (42 USC 7401) Implements Section 176(c) of the Clean Air Act, and establishes de minimis thresholds for ozone, GO, and other regulated pollutants for nonattainment and maintenance areas. The precursors of ozone include reactive organic gases, that are also known as volatile organic gases (VOC), and nitrogen oxides (NOx). The regulations apply to proposed federal actions that would cause emissions of criteria air pollutants or ozone precursors to occur in locations designated as nonattainment or maintenance areas for the emitted pollutants. The purpose of the General Conformity Rule is to: Ensure that federal activities do not cause or contribute to new violations of the national ambient air quality standards; Ensure that actions do not cause additional or worsen existing violation of, or contribute to new violations of, the national ambient air quality standards; and Ensure that attainment of the national ambient air quality standards is not delayed. Attainment Status and Applicable de minimis Thresholds The General Conformity Rule specifies de minimis thresholds, which are based on the severity of an area's nonattainment with the federal standards. If a project is less than the de minimis thresholds, additional analysis is not required. The de minimis thresholds for Orange County are provided in Table 99. Mid Basin Centennial Park Project Final EIR 8 -12 Section 8 Table 99: Orange County Attainment Status Criteria Pollutant Federal A4mblent Air Quality Standard De minir l,s Threshold Designation Classification (tpy) Ozone Nonattainment Extreme 10" (VOC or NOx) Carbon monoxide Maintenance Serious 100 Nitrogen dioxide ArtairrmentlMainlenance N/A 100 (annual) Sulfur dioxide Attainment NIA N/A PMr� Nonattainment Serious 70 PM2.b' Nonattainment NIA N/A Lead Attainment NIA N/A Notes'. ipy = tons per year VnC — V4 kuilel organic Cernpuuin[f, s NO, — nitrogen oxides MIA = Not applicable imp, applicable via mimme, thredhoid appl'ios equally to each ozone pnecucsar (VOG and NOd The General GonVnrrnity rule does riot currently address `W, Source'. US E'nvironmanral protection Agency 2013a, Green Bock Nun�attainrurenv Areas for CnWria Pollutants, Websi,td; www.Ppe goWM0oegpsligreen6k) . Accessed February 7, 2 ©'13. U. 5 Environmeri Protraction Agency 20131 General Conformity ON mmurusLevels. Vueesire', Mrs /Avew:epa,9olalr FgeinranforrnJdominlmis.h4rnL Accessed February 7, 2013. As shown in Table 99, the project area is in ncnattainment for the federal ozone and PM2 5 standards, ands maintenance for federal PM10 standards. De minimis thresholds apply to annual emissions. The de minimis threshold for ozone applies equally to each ozone precursors VOC and NOx. The de minimis threshold for nitrogen dioxide is greater than the threshold for NOx, however, nitrogen dioxide is one of the nitrogen oxides (N!Ox). Therefore, if the project generates less NOx, than the 10 -tons- per -year (tpy) threshold for ozone, the project would generate less nitrogen dioxide than 10 tpy and, thus, less than the de minimis threshold of 100 tpy, The de minimis threshold for carbon monoxide is 100 tpy, Conformity determinations for sulfur dioxide and lead are not required, Project Emissions (Construction - Generated Localized Air Pollutants Localized air quality impact thresholds represent the maximum emissions from a project that would not Cause or contribute to an exceedance of applicable state or federal ambient air quality standard. As shown in Table 100 Proposed Project tq Mid Basin Centennial Park (Project Final EIR 5 -13 Section 8 localized emissions of NOx, CO, PIv110 and PM2 5 would be less than the SCAQMD "s localized significance thresholds. Table 100: Proposed Project Localized Construction Emissions. Construction Activity Emissions 1Poundslltkayp NOx Co PMpe it Phase 1- Install pipeline Build Shared Structures Improve Heritage sate Project maximum daily on -site 81 64 7' 2 emissions 4 51 48 3 SCAOMD screening 83 753 12 4 Thresholds 2 Phase 3 -4 -5- Well Development 2 30 Exceed Threshold? No No No No NO = nitrogen Lxjdcws C0 = carban monoxide Ph1m and PMzs'= paNin late riallur Notes: 5aure.e nP Irrreslnoltls: SOIIM Uaasi Air OUality Manage rnmi Disttict 2Yr9, iar SRA 22, 500 meters, 1 -acre. site. Proposed Project Construction - Generated Regional Air Pollutants Regional emissions include those generated from alll onsite and offsite activities. Regional significance thresholds have been established by the SCAQMD because emissions from projects in the Basin can potentially contribute to the existing emission burden and possibly affect the attainment and maintenance of ambient air quality standards. As shown in Table 101 Proposed Project regional emissions of NOx, CO, PM10 and PM2.5 would be less than the SCAQMD's localized significance thresholds. Table 101: Proposed Project Estimated Maximum Daily Construction Emissions (Pounds /Day) Phase %ioC NOx Co PM10 Pil Phase 1- Install pipeline Build Shared Structures Improve Heritage sate 1 17 17 3 1 Phase 2- Well Drillings 4 51 48 3 2 Phase 3 -4 -5 -Well Drilling 4 51 48 3 2 Phase 3 -4 -5- Well Development 2 30 17 1 1 Total Phases 3 -4 -5 6 82 65 4 3 Phase 6- Weil Development 2 30 17 1 1 Phase 7- Well 4 51 48 3 2 Mid Basin Centennial Park j c&n bProject Final EIR 8 -14 Section 8 C?rilling /Development Vic NOx Co PMIO PM2.5: Phase 7- Monitoring Well Equipping <0.5 7 5 <0 5 <0.5 Total Phase 7 5 58 53 3 3 Phase 8- Well Equip /Paving 3 20 22 a 2 Significance Threshold 7'5 1 100 1 550 150 55 Significant Impact? No No No No No Skalo nark conv=t'*n amissaons wo(00 he negllghe campared la the well.dr(IIInt7 and equipping emissnans, end are no &hewn. SOLD value exceeds SCAOMD threshold Sue Appsxndix 8 6orCaIMMod Nadel Wrir, . Proposed Project Operation- Generated Regional air Pollutants Operational emissions would be generated by the proposed Project from maintenance activities conducted at the injection well sites. As shown in Table 102 Project operational emissions of NOx, CO, PMI Q and PM2 5 would be less than the SCAQMD's localized significance thresholds. Table 102: Proposed Project Regional Operational Emissions Phase Vic NOx Co PMIO PM2.5: Well Redevelopment 4 41 18 1 1 Significance. Threshold 55 55 550 150 55 Significant Impact? No No No No No Proposed Project Operation- Generated Local Air Pollutants Operational emissions would be generated by the Proposed Project from maintenance activities conducted at the injection well sites. As shown in Table 103 Project operational emissions of NOx, CO, PM,Q and PM2,5 would be less than the SCAQMD's locallized significance thresholds. Table 103: Proposed Project Local Operational Emissions Phase NQX Co PM1t1 PM2 5 Well Redevelopment 40 17 1 1 Significance Threshold 83 753 12 4 Significant Impact? No No No No Mid Basin Centennial Park �ger*6Project Final EIR 8 -15 Section 8 Toxic Air Pollutants - Construction The construction equipment for the Proposed Project would emit Diesel Particulate Matter (DPM), which is a carcinogen. However, the DPM emissions are short-term in nature. Determination of risk from DPM is considered over a 70- year exposure time. Construction emissions are estimated to be generated over the course of 24 months. Since the use of construction equipment would (1 ) be temporary and would not be close to the 70-year timeframe, and (2) would not occur in a single location but be spread out geographically, exposure of sensitive receptors to DPM would not be substantial. Emissions of DPM would not be substantial enough to be considered a significant health risk. General Conformity Regional Construction Emissions General Conformity Analysis The results of the criteria pollutant calculations for the Proposed Project construction activities for each phase are shown in Table 104. These values are compared with the General Conformity de minimis annual thresholds. As shown, in Table 104, all estimated annual emissions would be less than the applicable thresholds. It should be noted that Table 104 conservatively shows all Proposed! Project construction emissions occurring in one year. However, project construction would occur over approximately two years and the annual emissions for a one-year period would be even less. Table 104; Proposed Project Regional Construction Emissions (TonsfYcar) Phase VOC NOX CO PM'10 1 Ill Phase I- Install pipeline 0.06 0.70 0.74 OM 0,04 Build Shared Structures Improve Heritage Site Phase 2- Well Drilling 0,03 0,30 0,24 0,01 001 Phase 3- Well Drilling and 0.03 0A2 031 002 002 D9vLIcprn8nt Phase 4- Well Development 0.03 0,42 0.311 0.02 002 and Development Phase 5- Well Development 0,03 042 0L31 0.02 0,02 Phase 6- Well 001 0.12 0.07 <0.005 <0.005 Drilling/Development Phase 7- Monitoring Weld 003 032 0.26 0.01 0.01 Drilling, equip and skate park irnprovements 6�,:) Mid Basin Centennial Park 16 Project Final Ell B-16 0=171fftl Phase 8- Well Equip/Paving 0,02 0.06 CO 0.02 -0.006 Total 024 2.76 —0.07-- 2.31 0.18 0.12 General Confornilty de 10 10 100 100 100 mirfirnis lirnits/NEPA No - No - Na Na Na thresholds in toms per year Significant Impact? No I No I No No No Sao Appendix D tar GaIEE Mod Mad0OUtpUtS J Regional Operational Emissions General Conformity Analysis The total annual criteria pollutant emissions for the Proposed Project are shown in Table 105 and are compared with the General Conformity de minimis annual thresholds. As shown in Table 105, annual emissions of all pollutants would be less than the applicable General Conformity thresholds. Table 105: Proposed Project Estimated Annual Operation Emissions Phase Voc Ox CO PMI D PM2.5 Well Redevelopment 0.04 CAC 0.18 0,01 0.01 General Conformity de minimis limiN/NEPA thresholds in tons per year 10 10 100 100 100 Significant Impact? No - No - Na Na Na General Conformity As shown in Table 106 the annual emissions the Proposed Project would generate would be less than the de minimis threshold for General Conformity. Therefore, additional analysis would not be required- I Mid Basin Centennial Park Ace-rlftli Project Final EIR 8-17 Section 8 Table 1016: Proposed Project General Conformity Criteria Federal Status Nonattainment Threshold of Construction Pollutant (Attai Section 8 SCACMD significance threshold. Therefore, greenhouse gas emission impacts during construction would not be significant. Table 107: Estimate Proposed Project construction Greenhouse Gas Emissions Activity Unit Emissions MTCO2e Number of Activities Total Emissions MTCO2a , Pipelines, Shared Structures, Heritage Site 111 1 111 Well Drillin 66 5 330 Well Development 31 5 155 Well EgUipping 2 4 8 Paving 13 1 13 Total Construction Emissions 617 SCAQMD CEQA Threshold MTCQ2ei ear 10,000 Exceeds Threshold No CEQ NEPA Threshold MTCQ2ei ear 25,000 Exceeds Threshold No 5er,A d,,d,x B for Cu l EEM.d Mll'JUrl Operational Activities The Proposed Project wound emit greenhouse gases from upstream emission sources and direct sources from the combustion of fuels from worker vehicles and construction equipment during maintenance activities conducted in the recharge basin. As shown in Table 108 operation emissions for the Proposed Project would not exceed the SCAMD threshold. Therefore, potential greenhouse gas emission impacts would be less than significant. Table 108: Estimated Proposed Project Operational GHG Emissions Activity Emissions (MTCO29) Well Development 77 Electrical Energy 4 Total 81 SCAQMD CEQA Threshold U9TGQ2a! ear 10,000 Exceeds Threshold No CEO NEPA Threshold MTCQ2ei ear 25,000 Exceeds Threshold No 5sa Appends, B for CalEEMpa Model Outputs Mid Basin Centennial Park I 'WA' n*yroject Final EIR 8 -19 Section 8 Mitigation Measures No mitigation measures required. Level of Impact Less than significant 8.9 Coastal Zone Management Act Is any portion of the project site located within the coastal zone? Z No. The project is not within the coastal zone. The project area is located approximately 7 miles inland of the Pacific Ocean and outside of the coastal zone. Therefore, the Mid Basin Centennial Park Injection Well Project would not be in conflict with the Coastal Zone Management Act. Mitigation Measures No mitigation measures required. Level of Impact No adverse impact, 8.10 Coastal Barriers Resources Act Will the project impact or be located within or near the Coastal Barrier Resources System or its adjacent wetlands, marshes, estuaries, inlets, and near-shore waters? Note that since there is currently no Coastal Barrier Resources System in California, projects located in California are not expected to impact the Coastal Barrier Resources System in other states. If there is a special circumstance in which the project may impact a Coastal Barrier Resource System, indicate your reasoning below. Z No. The Proposed Project would not impact or be located within or near the Coastal Barrier Resources System or its adjacent wetlands, marshes, estuaries, i:nlets, and near-shore waters. According to the United States Fish and Wildlife Service Official Coastal Barrier Resource System Maps there are not any coastal barriers within or near the project area. Therefore, the Mid Basin Centennial Park Injection Well Project would not be in conflict with Coastal Barrier Resources Act. Mitigation Measures No mitigation measures required. Level of Impact No adverse impact Mid Basin Centennial Park I gdn*ll Project Final EIR, 8-20 4 Section 8 8.11 Farmland Protection Policy Act Is any portion of the project located on important farmland? 9 No. The project will not impact farmland. The project area is located in highly urbanized area within the City of Santa Ana. The project area and surrounding area does not contain any existing agriculture land uses. According to the California Farmland Mapping and Monitoring Program, there is no Prime Farmland. Unique Farmland or Farmland of Statewide Importance within the project area. The project areas are zoned for park uses and there are no existing Williamson Act Contracts on properties within the project area. The construction and operation of the Proposed Project would not impact any farmland resources, Mitigation Measures No mitigation measures required. Level of Impact No adverse impact 8.12 Flood Plain Management Is any portion of the project located within a 100-year floodplain as depicted on a floodplain map or otherwise designated by the Federal Emergency Management Agency? 9 No. Provide a description of the project location with respect to streams and potential floodpiains: The primary surface water bodies within the vicinity project area include the Santa Ana River, Greenville Banning Flood Control Channel and Centennial Lake. The project site is located in Flood Rate Insurance Map 06059CO256J. As shown in Figure 2!2- the FEMA Flood Hazard Map for the project area indicates that both Centennial Park and the Heritage Museum are designated Flood Zone D, areas with possible but undetermined flood hazards. The Santa Ana River and the Greenville Banning Flood Control Channel are designated Flood Zone X, areas of moderate flooding between the limits of the 100-year flood and 500-year floods. Potential flood management impacts would be less than significant. Mitigation Measures No mitigation measures required. Level of Impact No adverse impact Q0 � Mid, Basin Centennial Park Project Final EIR 8-21 1. Ae-rlft% Section 8 8.13 Migratory Bird Treaty Act Will the project affect protected migratory birds that are known, or have a potential, to occur on-site, in the surrounding area, or in the service area? Z No. Provide an explanation below. Both Centennial Park and the Heritage Museum contain several trees that provide nesting opportunities for migratory birds. The proposed construction activities at Centennial Park and at the Heritage Museum would not remove any trees that could contain active nests. Therefore, potential direct impact to nesting birds would be avoided. The Proposed Project would involve the operation of heavy equipment at Centennial Park and the Heritage Museum. There is the potential that the operation of the heavy equipment could disrupt the breeding patterns of migratory birds if they are nesting in nearby trees. To minimize noise impacts to nesting birds a 24-foot high noise wall would be provided around each injection well site and construction equipped would be fitted with noise reduction features, such as mufflers and engine shrouds to reduce potential noise impacts to nesting birds. With the implementation of Mitigation Measures BIO-I and BIO- 2 potential significant adverse impacts to migratory birds would be reduced to a less than significant level. Mitigation Measures B10-1: At each well site a 24 foot noise wall would be provided around the work area to minimize noise impacts. BIO-2: All heavy equipment will be equipped with noise reduction features, such as mufflers and engine shrouds. Level of Impact after Mitigation Less than significant adverse impact with Mitigation Measure B10-1 and 610-2 8.14 Protection of Wetlands Does any portion of the project boundaries contain areas that should be evaluated for wetland delineation or require a permit from the United States Army Corps of Engineers? Wetland Waters are a subset of jurisdictional Waters of the U.S. and! the State. Generally, wetlands are lands where saturation with water is the dominant factor determining the nature of soil development and the types of plant and animal communities living in the soil and on its surface. Presently, there is no single definition of wetlands recognized by the state and the federal government However, the state and federal definitions do share common terms and concepts. For purposes of this classification, wetlands must have one or more of the Mid Basin Centennial Park roject Final Section 8 following three attributes: (1 ) at least periodically the land supports hydrophytes; (2) the :substrate is predominantly undrained hydric soil; and (3) the substrate is non-soil and is saturated with water or covered by shallow water at some time during the growing season of each year. Waters of U.S./State Assessment A wetland assessment was conducted on the project site in accordance with the Regional Supplement to the U.S. Army Corps of Engineers Weiland Delineation Manual Arid Region West. Based on the U.S. Army Corps of Engineers Wetland Delineation Manual, a three parameter approach was used to identify wetland Waters of the U.S. These three parameters include; (1) the presence of wetland vegetation, (2) the presence of wetland hydrology and (3) the presence of hydric soils. The Proposed Project involves three primary construction activities, Placement of the Water Supply Pipeline across the Santa Ana River Edinger Avenue Bridge, Construction of the water supply and back flush pipelines, 4 injection wells and 2 shared structures at Centennial Park. A summary of the wetland parameters at the locations where the construction activities would occur are shown in Table 109. Table 109: Summary of Wetland Parameters Activity Presence of Presence of Presence Wetland w9liland wetland of hydric Dell;OrralhAtllon vegetation hydrology soils. Santa Ana River Edinger No No No Not Present Avenue Bnde Crossin Construction of the water No No No Not Present supply /back flush pipelines, injection wells and shared structures Heritage MuseUrn No No No Not Present Montonng Well Santa Ana River Edinger Avenue Bridge Crossing The proposed water supply pipeline would be extended across the nose piers of the Santa Ana River Edinger Avenue Bridge to the Centennial Park injection well sites. This segment of the Santa Ana River is concreted lined and void of vegetation. The placement of the pipeline would be above the ordinary high water mark and would not involve any activities that would impact Waters of the U.S. /State or Wetland Waters of the U.S,/State. Mid Basin Centennial Park 28162 , Protect Final EIR 8-23 Section 8 Construction of the Water SupplylBack flush Pipelines, Injection Wells and Shared Structures The proposed well sites, water supply pipeline alignment and shared communication structures would be constructed on existing paved parking areas and roads or within the footprint of existing structures. No Waters of the U.S. /State or Wetland Waters of the U.S./State are located in the area where these components of the Proposed Project would be constructed. The Proposed Project includes the construction of back flush pipelines that would discharge well water into Centennial Lake and the Greenville Banning Flood Control Channel. The back flush pipeline to Centennial Lake would tie into an existing wet well that is formerly used to irrigate the landscape at Centennial Park. The construction of the back flush pipeline to Centennial Lake would not impact waters of the U.S. or State. The back flush pipeline to the Greenville Banning Flood Control Channel would discharge into an existing gutter catch basin and then drain into the Greenville Banning Flood Control Channel. The construction of the back flush pipeline to Greenville Banning Flood Control Channel would not impact waters of the U.S. or State. Heritage Museum Monitoring Well The area of construction impact would occur on a disturbed upland area that is presently used as a parking area. There are no Waters of the U.S./State or Wetland Waters of the U.S./State located in the area where the monitoring would be constructed. Mitigation Measures, No mitigation measures required. Level of Impact No adverse impact 8.15 The Wild and Scenic Rivers Act Is any portion of the project located within a wild and scenic river? 9 No. The project is not located near a wild and scenic river. The project area is located in the Santa Ana River Watershed. Within the Santa Ana River Watershed there are no Wild and Scenic Rivers, Therefore, the construction and operation of the Mid Basin Centennial Park Injection Wells Project would not result in adverse impacts to any wild and scenic rivers. Mid Basin Centennial Park f6tn'*6Project Final EIR 8-24 Section 8 Mitigation Measures No mitigation measures required. Level of Impact No adverse impact 8.16 Safe Chinking Water Act, Sole Source Aquifer Protection Is the project located in an area designated by the United) States Environmental Protection Agency, Region 5, as a Sole Source Aq!uifer? 0 No. The project is not within the boundaries of a sole source aquifer. The closest sole source aquifer would be Campo /Cotton Creek Aquifer in San Diego County. Therefore, the construction and operation of the Mid Basin Centennial Park Injection Well Project would not result in adverse impacts to any sole source aquifers. Mitigation Measures No mitigation measures are required. Level of Impact No adverse impact. 8.17 Environmental Justice Does the project involve an activity that is likely to be of particular interest to or have particular impact upon minority, low - income, or indigenous populations, or tribes? 9 No. Selecting "No" means that this action is not likely to be of any particular interest to or have an impact on these populations or tribes. Explain. The purpose of the Mid Basin Centennial Park Injection Well Project is to increase groundwater supplies within the Change County Groundwater Basin to ensure that adequate amounts of underground water are available for Orange County residents including low - income households. By maintaining adequate groundwater supplies, less water would have to be imported into Orange County which is significantly higher in costs and which could have a higher economic impact on lower income households. The implementation of the Mud Basin Centennial Park Injection Wells Project would increase groundwater supplies and would result in beneficial impacts to Change County residents including lower income households. Mid Basin Centennial Park Deed *6Project Final Elks 8 -25 Section 8 Mitigation Measures No mitigation measures required. Level of Impact No adverse impact Mid Basin Centennial Park Ae-1196 Project Final EIR 8-26 Section 9 Orange County Water District Daniel Bott EiR Project Manager Ben Smith Project Engineer David McMichael Project Biologist Li Li Project Hydrogeologist Stephen Strand GIS Support Darla CiriHo Administrative Support BonterralPsomas James Kurtz Air, Greenhouse Gas Analysis Patrick Maxon Cultural Resources Analysis Vista Environmental Greg Tonkkovich Noise Analysis Leighton Associates Djan Chandra Geotechnical Analysis Urban Crossroads Carleton Waters Traffic Analysis Fusco Engineering Ian Adams Storm Water Management Mid Basin Centennial Park 1-genkjProject Final EIR 9-1 Section 10 Bonterra/Psornas , Orange County Water District Mid Basin Centennial Park Injection Wells Project Air Quality and Greenhouse Gas Report, September 2015. Bonterra/Psomas , Orange County Water District Mid Basin Centennial Park Injection Wells Project Cultural Resources Report, September 2015. California Department Fish and Game Natural Diversity Database, Accessed June 2015, California Department of Transportation Scenic Highways Prograrn Web Site Access, September 2015. California Environmental Quality Act. 2015. California Environmental Quality Act, State CEQA Guidelines, 2015. California Farmland Mapping Monitoring Program, Web Site Access September 2015. California Geologic Survey Seismic Hazard Zone Map Newport Quadrangle, Accessed September 2014. California Native Plant Society Inventory of Rare and Endangered Plants Database, Accessed June 2015, California Water Code, 2014, City of Santa Ana General Plan Site Access September 2015. City of Santa Ana Municipal Code September 2015, County of Orange Model Water Quality Management Plan, 2011, County of Orange, 0'terrn municipal NPDES permit for Areawide Urban Storm Water Runoff, 2014. EEI Phase I Environmental Site Assessment, Orange County Water District Micle basin Centennial Part injections Well Project, September 2015, Federal Transit Agency, Noise Associated with Typical construction Equipment, 1995. Federal Transit Agency, Transit Noise and Vibration Assessment, 2006. Leighton Consulting, Geotechnical Exploration Report Orange County Water District Mid Basin Centennial Park Injection Wells Project, October 2015. John Wayne Airport Environs Land Use Plan, 2014. Mid Basin Centennial Park �1,gdn: ffroject Final El R Section 10 Melville C. Branch and R. Dale Boland, Noise Levels and Human Response, 1970. National Water Research Institute Santa Ana River Water Quality and Health Study, 2004, Orange County Water District Groundwater Management Plan, 2014. Orange County Water District Mounding Impact technical Memorandum, 2010 and 2011. Regional Water Quality Control Board, Santa Ana River Basin Plain, January 1995, Urban Crossroads, Orange County Water District Mid Basin Centennial Park Injection Wells Project Traffic Study. U.S. Army Corps of Engineers List of Wetland Plants, 2008. U.S. Army Corps of Engineers Regional Supplement to the Corps of Engineers Wetland Delineation Manual Arid West Region, September 2008. Vista Environmental, Noise Impact Analysis Mid Basin Centennial Park Injection Wells Project. Mid Basin Centennial Park �Ijg&nf _ dyroject Final EIR 10-2 25C -384 Orange County Water District Mid Basin Centennial Park Injection Well Project Draft Environmental Impact Report Response to Comments /Mitigation Monitoring Program State Clearinghouse No. 2015061055 Prepared By Orange County Water District 18700 Ward Street Fountain Valley, CA 9270$ ,F AX Contact: Daniel Bott April 2016 Exhibit D 25C -385 Table of Contents Section Page SECTION 1.0 PURPOSE ..................................... .... .... - ............ -11, ........ 1-1 SECTION 2.0 CLARIFICATIONS TO DRAFT EIR ................... ..................... 2-1 SECTION 3.0 RESPONSES TO COMMENT LETTERS .......... ..................... 3-1 SECTION 4.0 MITIGATION MONITORING PROGRAM. ....................... ....... 4-1 4.1 Introduction ................. ...................... ............. _ ............ .............. ..... -4-1 4.2 Project Description .............................. ............... ........................ ........ 4-1 4.3 Development of Mitigation Monitoring Reporting Program ...................4 -2 4.4 Requirement to Approve and implement Mitigation Monitoring Plan ....4 -2 Table Table 1: List of Comment Letters.. ..... ............................................................... 3-1 Table 2: Mid Basin Centennial Park Injection Well Project ................... ........... .4-3 OCWD Mid Sasin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 25C-386 Section 1 SECTION 1.0 PURPOSE In compliance with the requirements of the California Environmental Quality Act (CEQA) Public Resources Code Section 21000 et seq. and the CEQA Guidelines, the Orange County Water District (OCWD) has prepared a Draft Environmental Impact Report (Draft EIR) for the Mid Basin Centennial Park Injection Well Project (State Clearinghouse No. 2015061055). The Draft EIR was circulated for public review from February 3, 2016 to March 18, 2016. During the public review period, comments were received on the Draft EIR and have been addresses in the Mid Basin Centennial Park Draft EIR Response to Comment Document. Section 2.0 of the Response to Comment Document identifies clarifications to the Draft EIR that were identified during ther public review period. Section 3,0 provides responses to comments received on the Draft EIR. Section 4.0 is the Mitigation Monitoring and Reporting Program for the Mid Basin Centennial Park Injection Well Project. OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 1 -1 25C -387 Section 2 SECTION 2.0 CLARIFICATIONS TO DRAFT EIR The following are clarifications to the Final EIR. The clarifications do not identify new significant impacts or provide new information that would change a less than significant impact to a significant impact in the Draft EIR. The clarifications are identified in underline. HydrologyMater Quality Page 5 -114, Section 5.7.3 Thresholds of Significance has been clarified and revised to read as follows; 5.8.3 Thresholds of Significance Page 5 -11, 5.7.4 Project Impacts has been clarified and revised to read as follows; 5.8.4 Project Impacts Page 5 -131 Alternative 2: Typically, the back flushing operations would occur weekly or every two weeks and could discharge up to 70,000 gallons of well water per minute into Centennial Lake. The above language gas been clarified and revised as follows; Typically, the back flushing operations would occur weekly or every two weeks and could discharge up to 3, 500 gallons of well water per minute into Centennial Lake. 4. Page 5 -131 Alternative 2: Assuming a worst case condition that four wells are back flushed into the Greenville - Banning Flood Control Channel, a total of 7.8 cfs of well water would be discharged into the channel. The above language has been clarified and revised as follows; Assuming a worst case condition that four wells are back flushed into the Greenville- Banning Flood Control Channel, all four wells would produce a total of 7.8 cfs of well water discharged into the channel. 5. Appendix C Biological Conditions Report, Page 5 -1, Heritage Museum In coordination with Heritage Museum staff the groundwater from the monitoring well would be discharged into the adjacent patch of riparian vegetation. The discharged groundwater be an additional source of irrigation for the riparian vegetation and would have a long term beneficial impact, especially during dry months when there is little rainfall. OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to CommentslMitigation Monitoring Program 2 -1 25C -388 Section 2 The above language has been clarified and revised as follows; Monthly, the monitoring_ well at the Heritage Museum site would be back flushed as part of the sampling activities. An average of 4,000 or 5,000 gallons of water would either be containerized or discharged in the local storm water system and then into the Greenville- Bannina Flood Control Channel. 6. Appendix G preliminary Non - Priority Project Water Quality Plan The Preliminary Non - Priority Project Water Quality Plan, Page 13, Worksheet Runoff Coefficient C As shown in Attachment 1, the worksheet on Page 13 of the Preliminary Non - Priority Project Water Quality Plan has been clarified and revised to reflect a runoff coefficient of .90, OCWD Mid Basin Centennial Park Injection Well Project Draft CIR Response to Comments /Mitigation Monitoring Program 2 -2 25C -389 Attachment 1 Mid -Basin Injection Welis Project at Centennial Park December 1, 2015 Worksheet C: Capture Efficiency Method for Volume- Based, Constant Drawdown BMPs Step T: Determine the design capture storm depth used forcalculaffng volume 1 Enter design capture storm depth from Figure Ill, 1, d (inched d= 0.75 inches Enter calculated drawdown time of the proposed BMP 2 based on equotion provided in applicable BMP Fact Sheet, T= 7 hours 7- (hours) Using Figure 111.2, determine the 'fraction of design capture 3 storm depth" of which the BMP drowdown time (1} line X, = 0.43 achieves 80% capture efficiency, X, 4 Enter the effect depth of provided HSCs upstream, a-C (Inches) (Worksheet A) dnsc= 0 inches 5 Enter capture efficiency corresponding to citisc, Yy (Worksheet A) Yr= 0 Using Figure 111.2, determine the fraction of "design capture 6 storm depth" at which the drnwdown time (T) achieves the Xz= 0 equivalent of the upstream capture efficiency(YZ), Xz 7 Calculate the fraction of design volume [hot must be {radian= 0.43 provided by BMP, fraction =Xi - Xz 8 Calculate the resultant design capture storm depth (inches), fraction x d dt n " "— 0.32 inches Sfep 2; Calculate the DCV I Enter Project area tributary to BMP (s), A (acres) A= 0, 12 acres 2 Enter Project Imperviousness, imp (unitless) impm 0,61 3 Calculate runoff coefficient, C= (0,75 gimp) + 0.15 C= 0.6075 Calculate runoff volume ,Vm,,s„ = xAx43560x 4 (1 /i2)} Ve�g,= 84,1 "fl supporNirtg Calculations Describe system, Permeable Concrete Sidewalk with 6 -Inch rock reservoir, which provides an effective depth of 0, 175 fl. Therefore: BMP Surface Area Needed = 84.1 cu -ft / 0. t 75 ft = 480.8 square feet. Provide drawdown time calculations per applicable BMP Pact Sheet: Drowdown time is based on 6 -Inch oggregafe base depth for retention of the DCV in the permeable concrete sidewalk section. At 35% porosity, fhe effective depth is 2,1 inches or 0. f 75 feet, which will drawdown In 7 hours with a design Infllfro4on rate of 0.3 inches /hour. ((0.5 ft " 0.35)'12 in.) / 0.3 In /hr —7 hours. Orange County Water District 13 City of Santa ,Ana 25C -390 Section 3 SECTION 3.0 RESPONSES TO COMMENT LETTERS In accordance with Section 15088 of the CEQA Guidelines, the OCWD as the Lead Agency has evaluated the comments received on the Mid Basin Centennial Park Injection Well Project Draft EIR. In accordance with CEQA Guidelines, the OCWD has prepared responses for each comment received. Below is a listing of the public agencies that provided comments on the Draft EIR. Each comment letter and individual comments are numbered so that can be cross referenced with responses. Table 1: List of Comment Letters Letter Sender ., .,.:. 'Date Received. A California State Clearinghouse March 15, 2016 B California Department of Transportation January 30, 2015 C County of Orange Public Works February 2, 2015 OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to CommentslMltlgatlon Monitoring Program 3 -1 25C -391 Section 3 Comment Letter A California State Clearinghouse March 15, 2016 Comment A -1 The submitted comment acknowledges that the Draft Environmental Impact Report complies with the State Clearinghouse review requirements, pursuant to the California Environmental Quality Act. Response A -1 Comment noted. - -- OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 3 -2 25C -392 Go 11� ST,XrE CLEARINGHOUSE AND PLANNING UNIT 'r EDMUND G, BROWN JR. Govextran March 15,206 Daniel Boit Orange County Water District 18700 Ward Street Santa Ana, CA 92708 Subject: Mid Basin Centennial Park Injection Wells Project SCH#: 201506/055 Dear Daniel BotL KEN A14ZK DnE mR The State Clearinghouse submitted the above named Draft GIP to selected state agencies for review. The 1 raviow period closed on March 14, 2016, and no state agencies submitted comments by that date. This letter acknowledges that you have complied with the State Clearinghouse review requirements for draft pqr environnsantal documents, pursuant to the California Environmental Quality Act, Please call the State Clearinghouse at (916) 445 -0613 if you have any questions regarding the ^'°"'"""" environmental review process. If you have a question about the above -named project, please refer to the Yen -digit State GearmOouse number when contacting this office, Sincerely, , SC �r X" / Morgall Director, State Clearinghouse 140010th Street P,O, Box 3014 Sacramento, California 95812-341 (916) 445.0613 FAX(916)323-3018 www.opr.ea,gov 25C -393 Section 3 Comment Letter B California Department of Transportation February 17, 2016 Comment B -1 The submitted comment letter states that the California Department of Transportation has no comments on the Draft Environmental Impact Report. Response B -1 Comment noted. OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 3 -4 25C -394 ST, %IZOE tfr�RNl� DEPARTMENT OF TRANSPORTATION DISTRICT 12 3347 MIC €ELSON DRIVE, SUITE 100 IRVINE, CA 92612.8894 PHONE (949) 724.2000 FAX (949) 7242019 TTY 71 t www,dtlt,co.gov Febmary 17, 2016 Daniel Bott Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Dear Mr, Rott: Pile: IGR./CEQA SCI -I #: 2015061055 IGR Log 9; 4417 -B SR: I -405 9 Serroaa Dralght Serious drought, Help Jq" rvaleo Thank you For the opportunity to review and comment on the Draft Environmental Impact Report for the Mid Basin Centennial Park Injection Wells Project which will require the construction and operation of 4 underground injection wells at Centennial Park and the construction and operation of a monitoring well at the Heritage Museum, Centennial Park is located at 3000 West Ettinger Avenue within the City of Santa Ana. Heritage Museum is located at 310I West Harvard Street within the City of Santa Ana. The nearest State routes to the project.. sites is 1 -405, Caltrans is a commenting agency on this project and has no comment at this time. However, in the event of any activity in Caltrans' right of way, an encroachment permit will be required, Please continue to keep us informed of this project and any future developments that coulc —� potentially impact State transportation facilities. If you have any questions or need to contact us, please do not hesitate to call Maryam Molavi at (949) 724 -2241, Sincerely, BUG�.`�- MAUREEN EL IIARAKE Branch Chief, Regional- Community - Transit Planning District 12 C: Scott Morgan, Office of Planning and Research "Prwfde a sap, s1,slajnahle, irnegrnled and efvled frampnrlan6" .qy fern la enhance Ca(t%arnirr'.e ecannmy and fi whill," 25C -395 Section 3 Comment Letter C Orange County Public Works March 18, 2016 Comment C -1 The submitted comment requests that the Orange County Water District (OCWD) consult with the Orange County Public Works Environmental Resources to obtain recommendations on water quality issues associated with the back flushing of water from the injection wells into the Greenville- Banning Channel. Response C4 Page 5 -132 of the Draft Environmental Impact Report identifies Mitigation Measure HWO -1, which requires that OCWD obtain an encroachment permit from the County of Orange to allow the discharging of back flushed wafter from the injection wells into the Greenville- Banning Channel. As part of the coordination for the encroachment permit OCWD would coordinate with Orange County Public Works Environmental Resources on water quality issues associated with the back flushing of water from the injection wells into the Greenville- Banning Channel. Comment C -2 The submitted comment identifies that based upon personal communication with OCWD it was identified that an incorrect amount of water (70,000 gallons per minute) was referenced in the Draft EIR, as the amount of water that would be periodically discharged from the injection wells. The submitted comment is correct. The amount of water that would be discharged would be 3,500 gallons per minute per well. This amount is substantially lower and would not increase flood capacity impacts or potential flood risks within the Greenville - Banning Flood Control Channel, Comment C -3 The submitted comment identifies that the section headings 5.7.3 Thresholds of Significance and 5.7,4 Project Impacts are mislabeled and should be referenced as section headings 5.8.3 Thresholds of Significance and 5.8.4 Project Impacts. Response C -3 The comment is correct. The headings were inadvertently mislabeled. As shown in Section'2.0, the Final EIR has been revised to reflect the correct section headings. Section 5.7.3 Thresholds of Significance has been clarified and revised to read as follows; OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 3 -6 25C -396 Section 3 5.8.3 Thresholds of Significance Section 5.7.4 Project Impacts has been clarified and revised to read as follows; 5.8.4 Project Impacts Comment 4 The submitted comment identifies that worksheet on Page 13 of the Preliminary Non - Priority Project Water Quality Plan incorrectly identifies runoff coefficient as .6075. The correct coefficient value is .90. Response 4 The comment is correct. The runoff coefficient was inadvertently identified as .6075. The worksheet on Page 13 of the Preliminary Non - Priority Project Water Quality Plan has been revised to reflect a runoff coefficient of .90. The analysis in the Preliminary Non - Priority Project Water Quality Plan was based on a runoff coefficient of .90. Therefore, no additional changes to Preliminary Non - Priority Project Water Quality Plan are required. The infiltration strategies and storm water control measures identified in the Preliminary Non- Priority Project Water Quality Plan would reduce long -term storm water management impacts to a less than significant level. OCWD Mid Basin Centennial Park Injection Well Project Draft OR Response to Comments(Mitigation Monitoring Program 3 -7 25C -397 n . ;.,1'ublicWorks rnteerffy, Acaounteb /Iffy, Srrvlee, rrjref Shane L, alteby, Director March i8, 2016 Mr. Danlel Bott, Principal Planner Orange County Water District 18700 Ward Street Fountain Valley, California 927011 Net -15 -021 Subject: Recirculated Notice of Availability of a Draft Environmental Impact Report for the Orange County Water District Mid Basin Centennial Park Injection Well Project Dear Mr. Bott: The County of Orange has reviewed the Recirculated Notice of Availability of a Draft Environmental Impact Report for the Orange County Water District Mid Basin Centennial Park Injection Well Project and offers the following comments; Flgod Programs° - 1. Prior to final design of the Mid Basin Centennial Park Injection Wells Project, please consult the Orange County Public Works /Environmental Resources service area to obtain their -° recommendations regarding the water quality Issues associated with back flushing waters discharging into the Greenville - banning Channel (D03). If you have any questions or need clarification please do not hesitate to contact Robert McLean at (714) 647 -3951 or Anna Brezezicki at (714) 647 -3989. Enyironmantal Resources.• 1. Section 5.8, Hydr0l0gy/Water Quality: Sub - Section 5.8.4, Project impact HWQ3, dessoribes the Injection well backflushing operations at occurring weekly or every two weeks and having the potential to discharge up to 70,000 gallons of well water per minute Into Centennial Lake (page ✓J 5 -131). It was confirmed with OcWD Project Engineer, Ben Smith, that this discharge rate is incorrect. The correct discharge rate should be 3,500 gallons per minute for 20 minutes per well (personal communication with Ban Smith on 3/8/16). The EIR should be updated to include the corrected discharge rate. 2, Sections 5.83, Threshold of Signiflcance (page 5 -114) and 5.8.4, Project impacts (page 5.115): j) These sections are mislabeled as 5.73 and 51.4, respectively. They should be 5.83 and respectively. a n, rt w straal, Santa Ana, CA 62703 P.O, Hat 4048, Suds Am CA 927024M 25C -398 www,acpuhlia ksmm 714,887.8800 1 Infa40CPW. cgay.mm Section 3 SECTION 4.0 MITIGATION MONITORING PROGRAM 4.1 Introduction The following is a Mitigation Monitoring Report Program (MMRP) for the Orange County Water District Mid Basin Centennial Park Injection Well Project prepared pursuant to Section 15097 of the CEQA Guidelines and Section 21081.6 of the Public Resources Code. This MMRP lists all applicable mitigation measures from the Draft Environmental Impact Report for the Orange County Water District Mid Basin Centennial Park Injection Well Project. The appropriate timing of implementation and responsible party are identified to ensure proper enforcement of the mitigation measures from the Draft EIR. 4.2 Project Description Project Location The Centennial Park project site is located at 300 West Edinger Avenue and the Heritage Park project site is located at 3101 West Harvard Street within the City of Santa Ana. Project Description The Project involves the construction and operation of four injection wells and a single monitoring well. Project Objectives Implementation of the Mid Basin Centennial Park Injection Well Project is intended to achieve the following objectives; • Construct the Mid Basin Centennial Park Injection Well Project in location that can readily tie into the existing GWR System pipeline with minimal impacts to the environment. • Provide 12 MGD per day of additional groundwater recharge capacity to the Orange County Groundwater Basin. • Maximize the use of GWR System as the local water supply to replenish the Orange County Groundwater Basin. • Ensure that the operation of the Mid Basin Centennial Park Injection Well Project does not result in permanent loss of usable open space. • Ensure that during construction and operation of the Mid Basin Centennial Park Injection Well Project safety conflicts with students from Godinez High School, Mitchell Child Development Center and from Centennial Education and Day Care Center are avoided. OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 4 -1 25C -399 Section 3 • Ensure that the construction and operation of the Mid Basin Centennial Park Injection Well Project is compatible with park facilities. 4.3 Development of Mitigation Monitoring Reporting Program The basic elements of the Mitigation Monitoring and Reporting Program are the mitigation measures identified by each impact category addressed in Section 5.0 of the Draft EIR. The development of the program was based on the following procedures necessary to initiate and complete the monitoring process. • Identification of -the key periods and events in the project implementation schedule. • Identification of the key personnel and agencies responsible for environmental monitoring. • Monitoring of the implementation of the mitigation measures and documentation that the measures have been properly and thoroughly implemented. • Development of the written document on the implementation of all the mitigation measures, identification of any areas of non - compliance, and proposed activities to bring the project into compliance with the mitigation monitoring and reporting program. 4.4 Requirement to Approve and Implement Mitigation Monitoring Plan The OCWD has the authority to require and enforce the provisions of California Resource Code Section 21081.6. The OCWD will be responsible for approving the Mitigation Monitoring and Reporting Program and for preparing the written report documenting the implementation of project mitigation measures. Table 2 summarizes the mitigation measures that have been adopted for the Project, specifies the timing for implementation of each measure and identifies the responsible parties for ensuring implementation and the satisfactory completion of each measure. The procedures for implementing the Mitigation Monitoring and Reporting Program are: Monitoring Procedures 1. An Environmental Monitor, appointed by OCWD, will be responsible for coordinating review of project plans and activities, the construction site, and /or operations to ensure that the mitigation measures are properly and thoroughly implemented through the course of the project. 2. Written documentation that each mitigation measure in Table 2 has been implemented will be prepared. This documentation can be on an OCWD mitigation monitoring checklist or a similar form that clearly indicates the timing or schedule for implementation, whether the measure has, in fact, been implemented, or in the case of OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 4 -2 25C -400 Section 3 measures that are ongoing, that a process has been developed to ensure continued implementation of the measure. Reporting Procedures 1. The Environmental Monitor appointed by OCWD on this project will be responsible for periodically reviewing the program in Table 1 with the OCWD Environmental Compliance Advisor. 2. The Environmental Monitor will prepare a written report for the OCWD documenting the completion of the implementation of all the mitigation measures. For those measures not implemented or for activities that do not fully comply with mitigation measures included in Table 1, an explanation of the areas of noncompliance will be prepared, including a proposal to bring those elements of the project into compliance with the Mitigation Monitoring and Reporting Program. The following table will be used by the Project Manager to enforce mitigation measures during each phase of the Project pursuant to Section 15097 of the State CEQA Statues and Guidelines and Public Resources Code Section 21081.6. Table 2: Mid Basin Centennial Park Injection Well Project Mitigation Monitoring Plan Reporting Program Mrtrgat!on Measure;, " Resporislble far,' ;Momtonng.';, Verificafion Implementation , Aesthetics. All Construction lighting fixtures will be OCWD During shielded by providing side flaps on lights, Construction or providing a temporary drape /wall so that illumination is confined to within the work area. Onsite construction lighting will be arranged so that direct rays will not shine in or produce glare impacts to sensitive receptors. AR -2: if the onsite construction lighting OCWD During creates a light or glare issue for sensitive Construction receptor properties, OCWD will implement corrective measures to resolve the issue. Such corrective measures may include providing additional shielding on light fixtures, relocating lighting fixtures or Increasing the height of the temporary drape/wall. OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 4 -3 25C -401 Section 3 Biology BIO.1: Al each well site sound attenuation wall OCWD During will be provided to minimize noise impacts. Construction l To extent feasible all heavy equipment will OCWD During be equipped with noise reduction features, such Construction as mufflers and engine shrouds. Cultural Resources CR -1: A qualified Archaeologist will be retained OCWD During during construction to observe grading activities Construction in the uppermost layers of sediment (sails and younger Quaternary Alluvium) and to salvage and catalogue archaeological resources, as necessary. The designated Archaeologist should be present during the pre -grade meeting to discuss cultural resources sensitivity and to assess whether archaeological resources have the potential to be encountered. The Archaeologist must first determine whether an archaeological resource uncovered during construction is a "unique archaeological resource" pursuant to Section 21083.2(g) of the California Public Resources Code or a "historical resource" pursuant to Section 15064.5(a) of the State CEQA Guidelines. If the archaeological resource is determined to be a "unique archaeological resource" or a "historical resource', the Archaeologist shall formulate a mitigation plan in consultation with the OCWD that satisfies the requirements of the above listed Sections. CR -2: If human remains are encountered during OCWD During excavation activities, all work shall halt in the Construction vicinity of the remains and the County Coroner shall be notified (California Public Resources Code §5097.98). The Coroner will determine whether the remains are of forensic interest. If the Coroner, with the aid of a qualified Archaeologist, determines that the remains are prehistoric, s /he will contact the Native American Heritage Commission (NAHC). The NAHC will be responsible for designating the most likely descendant (Ml who will be responsible for the ultimate disposition of the remains, as required by Section 7050.5 of the California Health and Safety Code. The i shall make OCWD Mid Basin Centennial Parts Injection Well Project Draft BIR Response to CommentslMitigation Monitoring Program 4 -4 25C -402 Section 3 hisiher recommendation within 48 hours of being granted access to the site, If feasible, the recommendation of the MLD shall be followed and may include scientific removal and non- destructive analysis of the human remains and any items associated with Native American burials (California Health and Safety Cade §7050.5). If the landowner rejects the recommendations of the MILD, the landowner shall rebury the remains with appropriate dignity en the property in a location that will not be subject to further subsurface disturbance (California Public Resources Code §5097.98). CR -3: A qualified Paleontologist be notified and OCWD During retained when earth- moving activities are Construction anticipated to impact undisturbed deposits in the Older Quaternary Alluvium on the project site. The designated Paleontologist should be present during the pre -grade meeting to discuss paleontological sensitivity and to assess whether scientifically important fossils have the potential to be encountered The extent of monitoring activities will be determined at the meeting in consultation with the OCWD. If any scientifically important large fossil remains are uncovered during earth- moving activities, the Paleontological Monitor will divert heavy equipment away from the fosslt site until s /he has had an opportunity to examine the remains. Samples of Older Quaternary Alluvium should be collected for processing and examination for very small vertebrate fossils. Geology /Soils GEO -1: Prior to the start of construction OCWD OCWD Prior to will obtain coverage under the General Construction Construction Permit by the State Water Resources Control Board and in compliance with the permit shall file a Notice of intent with the State Water Resources Control Board and prepare and implement Storm Water Pollution Prevention Plan. GEO -2; The final design and construction of the OCWD During Final project will incorporate the geotechnical Design and recommendations provided in the Leighton Construction Consulting Geotechnical Report prepared for the Mid Basin Centennial Park Injection Well Project. OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 4 -5 25C -403 Section 3 Hyd rologylWater Quality: i Prior to construction operations OCWD OCWD Prior to will obtain an encroachment permit from the Construction County of Orange that allows for the discharging of groundwater from the Mid Basin Centennial Park Injection Well Into the Greenville Banning Flood Control Channel. HWQ-Y: The final design of the Mid Basin OCWD Prior to final Centennial Park Injection Wells Project will design and incorporate the storm water management during program contained in the approved Mid Basin construction. Centennial Park Injection Well Non - Priority Project Water Quality Plan. HWQ-8: Prior to conducting dewatering activities OCWD Prior to OCVVD will receive NPDES dewatering permit Construction from the Regional Water Quality Control Board. HWQ-A, Prior to construction activities occurring OCWD Prior to along the west and east levees of the Santa Ana Construction River OCWD will obtain an encroachment permit from the County of Orange and 408 permit from the U.S. Army Corps of Engineers. HWQ-5: Prior to placement of the water supply OCWD Prior to pipeline along the nose piers of the Edinger Construction Avenue Bridge OCWD will obtain an encroachment permit from the County of Orange and as part of the permit conditions will coordinate with the County of Orange Flood Operations staff on the design of the water supply pipeline to ensure it does not impede flood maintenance activities along the bridge during flood events. Noise i The project will incorporate the noise OCWD Prior to reduction design features identified in the Mid Construction Basin Centennial Park Injection Well Project EIR1F_A. OCWD Mid Basin Centennial Park Injection Well Project Draft BIR Response to Comments /Mitigation Monitoring Program 4-6 25C -404 Section 8 TrafflclTransportation T -1: Prior to start of pipeline construction OCWD Prior to activities along Edinger Avenue a Traffic Construction Management Plan will be prepared and approved by the City of Santa Ana, The Traffic Management Pier will include traffic control devices and signage to avoid vehicle and pedestrian conflicts from the temporary closing of Edinger Avenue. T -2: Pipeline construction along the Centennial OCWD During Loop will be conducted during the right time Construction hours. Steel plates will be placed over exposed trenches at the end of work activities to allow vehicle access during the day, T -3: A Traffic Control Plan with traffic control OCWD During devices and signage will be implemented at Construction Parking Area 2 directing student drop -offs to the turn - around located north of Centennial Park Skate Park T -4: A Construction Safety Plan will be prepared OCWD During and implemented that will include fencing around construction work areas to prevent public access and the use of flag man if needed to direct students and pedestrians away from construction equipment and activities. T -5: During construction activities a signage OCWD During program will be implemented that will identify Construction parking areas where available. OCWD Mid Basin Centennial Park Injection Well Project Draft EIR Response to Comments /Mitigation Monitoring Program 4 -7 25C -405 25C -406 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 27, 2016 TITLE: AGREEMENT WITH MIDORI GARDENS FOR LANDSCAPE SERVICES IN THE CIVIC CENTER AND STADIUM (DISTRICT A) (STRATEGIC PLAN NO. 6, 1B) CITY MAN ERy RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For X911Yildl111l41jl(•7 FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Midori Gardens to provide landscape maintenance services in the Civic Center and Stadium (District A) in an annual amount not to exceed $255,605, which includes a 15% contingency, for a term from July 1, 2016 through June 30, 2018, with two, one -year renewal options, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 4, 2016, Parks, Recreation and Community Services Agency issued a Request for Proposal (RFP) for the landscape maintenance of District A, which include the Civic Center and Stadium area. The Agency received four proposals from interested companies. An evaluation committee consisting of representatives from PRCSA reviewed and rated the proposals. The proposals were evaluated according to the criteria listed in the RFP, which includes firm /team experience, relevant project experience, scope understanding, references and fee. The results of the RFP evaluation were as follows: DISTRICT A Score (300 Max) Ranking Landscape West Management Services, Inc. 227 3 Mariposa Landscape, Inc. 222 4 Merchants Landscape Services, Inc. 233 2 Midori Gardens 274 1 The City proposes to enter into a two -year agreement with Midori Gardens with two, one -year renewal options, for the maintenance of District A. 25D -1 Agreement with June 21, 2016 Page 2 Midori Gardens STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy B (Equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users). FISCAL IMPACT Funds will be budgeted in the following accounts for the specified fiscal years: Stadium (no. 01113210-62320) $44,413 $44,413 Civic Center (no. 07413250-62320) $211,192 $211,192 If renewed funds will be budgeted in the following accounts for the specific years: Accounting Unit FY 18/19 FY 19/20 Stadium (no. 01113210-62320) $44,413 $44,413 Civic Center (no. 07413250-62320) $211,192 $211,192 L Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency EXHIBIT: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, A- Executive Director Finance and Management Services Agency 25D -2 AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES CITY OF SANTA ANA (DISTRICT A) THIS AGREEMENT is made and entered into this 21st day of June, 2016 by and between Midori Gardens, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. On May 4, 2016, the City issued Request for Proposal No. 16 -063, by which it sought proposals from qualified firms for landscape maintenance services in District A. B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was collectively included in RFP No. 16 -063 as Attachments 1, 4, 5, 6 and 7, and related addenda, and that is attached to this Agreement in its entirety as Exhibit A. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional fimi in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform those services as set forth in Exhibit A to this Agreement. Contractor's proposal is incorporated herein by reference. 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 B. The total annual sum to be expended under this Agreement shall not exceed $255,605 during the term of this Agreement. This annual amount is comprised of (1) the stun of $222,265 and (2) a 15% contingency of up to $33,340 for services as may be performed by Contractor at the sole discretion of City. b. Payment by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. I191Oil This Agreement shall commence on July 1, 2016 and terminate on June 30, 2018, unless tenminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for two (2) one -year periods upon a writing executed by the City Manager and the City Attorney. r �� 4. PREVAILINGWAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, or 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, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws 5. 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, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor wider this Agreement ( "Documents & Data "), Contractor shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be hmited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance, Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, (iv) Contractor shall supply City with a fully executed additional insured endorsement. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination, Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the *b- Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor Services are subject to Civil Code Section 2782,8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other docranents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. 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 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. II. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12, 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Contractor: Gerardo Mouet Executive Director Parks, Recreation, and Community Services Agency City of Santa Ana 20 Civic Center Plaza M -23 P.O. Box 1988 Santa Ana, California 92702 Fax 714 -571 -4211 Midori Gardens, Inc. 3231 S. Main Street Santa Ana, CA 92707 Attn: Naga Hamamoto, President City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terns or 1 4 ul• conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. 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 assigmnent, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions; a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NONDISCRIMINATION 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 or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination of this Agreement. 14. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the teens of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST, Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R, CARVALHO City Attorney By: , John M. For& Assistant City Attorney RECOMMENDED FOR APPROVAL: t_. Gerardo Monet Executive Director CITY OF SANTA ANA David Cavazos City Manager CONTRACTOR: Naga Hamamoto President Parks, Recreation, and Community Services Agency *61 Im4• r- Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LANDSCAPE MAINTENANCE (DISTRICT A) RFP NO.: 16 -063 Description of Work Each morning at the start of the workday the Contractor's Supervisor or their designated representative shall inspect each site and respond immediately to any malfunctions, vandalism, hazardous conditions or otherwise abnormal conditions that are inconsistent with the quality standards specified herein or threaten people and /or property by reporting the condition immediately to the Director's Representative. Failure to inspect each site daily before 9:00am will result in a $300 penalty per site. Routine maintenance shall include but not be limited to the following services performed at the Work Sites and per the City of Santa Ana Park Services Standards, 1.0 Turf Care The Civic Center area turf is considered to be all "Priority" turf and therefore the contractor should follow the specifications for "Priority" turf below. The Contractor shall maintain mowers that provide a smooth, even cut without ridges or depressions and without tearing of the leaf blades. Mowing shall be performed at the speed the mowers manufacturer specifies to maximize quality of cut. Mowing shall be performed with straight and flowing patterns approved by the Director's Representative. All visible turf clippings shalt be removed from the site the same day turf care occurs pursuant to SAMC Chapter 16. Furthermore, the Contractor shall prevent turf clippings from leaving the site into streets or any other adjacent properties. From time to time the Director's Representative will direct the Contractor to change mowing patterns to minimize rutting and compaction. 1A Priority Turf Mowing- All "priority" turf shall be mowed once a week all year. The Contractor shall mow the priority turf areas at 1/2 ". In order to achieve a quality cut at this height and not leave clippings the Contractor will perform a first cut using a rotary mower with clipping catching capability followed by using a Kubota L5060 tractor equipped with turf type tires and tractor powered Trimax ProCmS3 -237 91" rotary mower and a walk behind Jacobsen Eclipse2 reel mower along skinned infield brickdust areas, turf infields, turf infield foul areas, soccer /football fields, soccer /football out of bound areas (see Attachment 7). The Director's Representative shall direct the Contractor to mow the priority turf lower than J/2", if necessary. 1.2 Edging and Detailing City of Santa Ana RFP 16.063 Page 11 2 1111 Edging /detailing shall be performed at the same time mowing occurs. All edging shall be performed with the use of a McClain's edger or approved substitute walk - behind or fixed blade stick edger. Contractor shall edge all turf adjacent to all improved hard surfaces such as concrete, decomposed granite, asphalted concrete paved areas, pavers, etc. Edging /detailing may occur with string trimmers around site amenities that are not immediately adjacent paved surfaces. Chemical detailing of turf may occur only with the Director's Representatives approval. If chemical detailing is performed, the Contractor shall spray maximum 3" and use the string trimmer to remove the treated turf within one (1) week after symptoms of phytotoxicity become recognizable. The Contractor shall use the McClain's edger, or approved substitute, to edge straight lines along fences, walls, or long flowing arcs. The Director's Representative may require the Contractor to use string or rope lines to edge straight lines if the Contractor's staff fails to achieve this quality without this method. The Contractor shall detail around trees, along walls /fences and other Civic Center amenities first using a sharpened shovel cut to establish a concentric round circle around trees, poles, etc, Once the initial detailed circle is established a string trimmer may be used to maintain the circle. Should the circle begin to deform the Director's Representative shall direct the Contractor to repeat the detail process. Shovel cut detailing shall be repeated a minimum of every 3 months to maintain crisp evenly round lines. The Contractor shall detail turf not greater than 1" away from Civic Center amenities walls or fences, Detail lines shall be made straight and shall be maintained straight. The Contractor shall, at his own cost, supply sandy loam top soil and an approved turf sod to reduce any existing bare soil areas along walls /fences that are greater than 1 ". 1.3 Fertilization Priority Turf - Contractor shall apply fertilizer two tines per year (first week of January and July) per the City's Agronomic Plan. 1.4 Weed Control The Contractor shall notify the Director's Representative via email a minimum of 48 hours in advance of any pesticide applications. The required information shall be the name of the QAL /QAC and company performing the application, the proposed pesticides to be applied listing the manufacturer /name of the pesticide, the rate(s) of application, the reentry period and the method of application. Furthermore, the Contractor shall copy the email to the Agricultural Commissioner's Office, thereby, notifying their Inspectors of your sub - contractor's or QAL /QAC intent to apply pesticides. Furthermore, Contractor's sub - contractor or QAL /QAC shall post on A -frame barricades plastic sealed 18 "x24" at minimum 300' intervals (where applicable) public notification posters listing the City of Santa Ana RFP 16 -063 Page 12 company performing the application, the proposed pesticides to be applied listing the manufacturer /name of the pesticide, the rate(s) of application, the reentry period and the method of application. The Contractor's Agricultural Pest Control sub - contractor or QAL/QAC staff shall continuously apply Post Emergent Herbicides to keep all turf free of all turf type weeds, especially Dallis Grass, Goose Grass, Smut Grass, Pon Annua, Nut Sedge, Noddle Grass and broadleaf weeds at all times. The Contractor shall, along with the monthly Pesticide Use report, submit a written schedule for weed abatement in turf specifying the method, day and location where weed abatement will be performed. The Director's Representative will review and approve written schedule taking into consideration the park's use. Should the Contractor fail to control weeds in turf to the satisfaction of the Director's Representative he /she may hire an agricultural pesticide operator to perform the work and subtract the cost for this work from the Contractor's monthly invoice, Contractor's Agricultural Pest Control sub - contractor or QAL /QAC staff may apply Dimension pre - emergent herbicide to all turf areas as needed in order to control the germination and growth of all weeds in all turf year around. i.e. Dallis Grass, Goose Grass, Crab Grass, Nutsedge, Plantain, Oxalis, etc. Should turf type or broadleaf type weeds germinate, the Contractor shall control the weeds immediately upon recognition by way of selective and/or broad - spectrum post emergent herbicides and methods approved by the Director's Representative. 1.5 Replanting Should turf begin to stress for any reason, or become thin in appearance, the Contractor shall direct CITA's to begin immediately applying supplemental water and shall overseed these turf areas using Stovers Seed Company Bermuda Dunes (spring /sumrner) or Jacklin Seed Company CSI perennial rye (fall /winter) seed at the manufacturer's recommended rate and process. The Contractor shall use STA approved ` /n" minus compost seed topper to cover the seed topper pre mixed with California Organic 7.1 -2 Phyta Boost fertilizer at a rate of 35 cubic yards per acre. Should turf die back to the point where soil is visible, the Contractor shall install thick cut sod to those turf areas using West Coast Turf Bandera Bermuda cropped over with perennial rye grass (fall /winter) and West Coast Turf Bandera Bermuda (spring /summer). The Contractor understands and accepts that at the beginning of the agreement there may be ex'isti'ng turf areas that are thin or bare. The Contractor, by entering into the agreement, shall routinely and at no extra cost to the City, repair thin or bare turf areas by overseeding or sodding with approved seed or sod until a thick healthy stand of turf is established. Contractor also understands and accepts that Civic Center area is very heavily used, including increased foot traffic, and other uses and, therefore, acknowledges that he /she will immediately respond to thin or bare areas in turf without delay. City of Santa Ana RFP 16 -063 Page 13 2 §Ribgi 1.6 Aeration The Contractor shall aerate priority turf four (4) tunes per year in March, June, September, and December. Aeration shall be performed by AerWay aerator using shatter tines. Contractor shall perform multiple passes per the Director's Representatives direction (in the same direction) in heavier compacted areas. 1.7 Renovation The Contractor shall have a "Priority Turf Renovation Crew," separate from their "Routine Maintenance Crews," to perform all aspects of the sport turf renovation process. The exception to the above requirement shall be the Contractor's scheduling of CMIT's, CIT's and /or CITA's to audit, repair, improve and manage the priority turf's irrigation systems. Renovations shall be a maximum of 12 weeks from date of closure to date of reopening: during the spring/summer or the fall /winter (as determined by the Director) the Contractor shall renovate priority turf using: 1.7.1 spring/summer - Stovers Seed Company Bermuda Dunes seed at six (6) pounds per 1,000 square feet in bare areas and four pounds per 1,000 square feet where turf exists; 1.7.2 fall/winter -- Simplot Jacklin Seed Company CSI self - repairing perennial rye seed at three (3) pounds per 1,000 square feet and Stovers Seed Company Bermuda Dunes seed at two (2) pounds per 1,000 square feet. This shall be accomplished by mowing the existing turf down to VV followed by verticutting (straight blades spaced 1.25" to 1.50" apart) to remove thatch. Prior to seeding, the contractor shall eradicate all weeds and have the irrigation system functioning properly and have a plan to provide supplemental irrigation as necessary to germinate the seed to 100 %, Seeding shall be performed followed immediately by covering the seed with Santa Ana Mix (STA tested and approved 1/4" minus compost seed topper pre mixed with California Organic 7 -1 -2 Phyta Boost fertilizer at a rate of 35 cubic yards per acre using a Dakota Turf Tender or approved equal). The Contractor shall guarantee 100% uniform germination within 10 weeks from the time the first application of seed or will sod any thin or bare areas with "thick curt" (thickest available cut) West Coast Turf Bandera Bermuda sod or West Coast Turf Bandera Bermuda Sod that has been "cropped over" with perennial rye grass, Renovation must be completed within three months of field closure. The Director's Representative shall determine the quantity of thick cut sod needed to achieve 100% coverage. Overseeding: Once per month the Contractor shall overseed sport fields at a rate of one (1) pound per 1,000 square feet by mowing the existing turf down to 1/2" followed by verticutting (straight blades spaced 1.25" to 1.50" apart) to remove thatch, This overseeding occurs on all priority sport turf regardless of whether or not a renovation was completed. The Director's Representative shall have it within his/her authority to City of Santa Ana RFP 16 -063 Page 14 aggregate several months of overseeding together in lieu of overseeding one time per month. 1.8 Irrigation Maintenance Contractor shall ensure irrigation schedules are continually monitored to provide adequate moisture in the soil for healthy turf, and avoid excess wet conditions. The Contractor shall visually check all sites each morning and physically check each sites systems monthly indicating in writing the: 1) site name; 2) the controllers manufacturer, model and serial number; 3) controller letter /number; 4) run days; 5) start times; 6) station run times; 7) water budget percentage; 8) weekly Et; 9) deficiencies noticed; and, schedule to cure /repair deficiencies. Contractor shall not schedule irrigation of turf that would impact programs /events or at least 24 hours prior to the mowing process. During cooler periods of the year avoid irrigating 48 hours prior to the mow procedures to ensure a quality cut of the turf. Under normal conditions the contractor shall not schedule irrigation on Friday and Saturday rights to avoid wet conditions during weekend usage, Prior approval will be required to irrigate during weekends to coordinate with reservations. Turf areas shall be watered as required by weather conditions to provide adequate moisture for optimurn growth. At no time shall turf areas show a lack of green color or a loss of resilience due to lack of water, unless approved or directed by the Director's Representative for water conservation purposes). If Contractor estimates additional water above and beyond the monthly Estimated Applied Water (EAW) may be needed, he /she shall request approval from the Director's Representative prior to exceeding the monthly irrigation budget as detailed in the Monthly Water Conservation Report Estimated Applied Water (EAW) requirements. Failure to get approval from Park Services prior to exceeding the monthly irrigation budget will result in the Contractor paying for the excess water. When an irrigation system does not adequately provide water to the turf area in which it is installed, due to any reason including but not limited to controller failure, valve failure, broken heads, poor system design, etc., the Contractor shall direct their CITA's to immediately provide supplemental irrigation at no extra cost to the City. The Contractor may use any reasonable means necessary to uniformly irrigate turf areas. Contractor may also submit AEWs with engineered drawings to improve these areas of the system. Failure to maintain turf in a green and healthy condition will result in deductions frorn the monthly invoice. Automatic irrigation shall be conducted between the hours of 10:00 p.m. and 4:00 a.m. and shall be programmed not to exceed the EAW. In the event that Contractors water consumption exceeds the EAW City may deduct said overages from the Contractor's monthly invoice. Contractor shall ensure that all Certified Irrigation Technicians (CIT) and Certified Irrigation Technician Assistant (CITA) working on irrigation possess the following credentials (see Section 2 Workforce): City of Santa Ana RFP 18 -083 Page 15 2 §R-Ig� Certified Irrigation Technician a. Fullerton College Associate in Science Ornamental Horticulture or Landscape Management. Or Certificate of Proficiency in Landscape Irrigation Program totaling over 30 units b. Mt. San Antonio College Associate of Science in Ornamental Horticulture or Park and Sports Turf Management. Or two skilled Certificates in landscape and park management totaling over 30 units. a UC Riverside Certificate in Landscape Irrigation Certificate Program d. Irrigator Tech Certificate Program (must possess all of the following): i. Certified Irrigation Repair Technician (GIRT) ii. Certified Irrigation Auditor (CIA) iii. Smart Water Certified (SWC) iv. Certified Irrigation Installer (CH) Certified Irrigation Technician Assistant a. 50% completion of Fullerton College Certificate of Proficiency in Landscape Irrigation Program b. 50% completion of UC Riverside Certificate in Landscape Irrigation Certificate Program c. Irrigator Tech Certificate Program (must possess all of the following): I. Certified Irrigation Repair Technician (GIRT) ii.. Certified Irrigation Installer (CIl From time to time City staff will advise contractor of special events occurring in contract areas and contractor will be required to adjust irrigation scheduling to avoid negatively impacting the event. Should the contractor fail to properly adjust irrigation or otherwise prepare the area for the special event, a failure to perform in the amount of $500 will be assessed for liquidated damages. 2.0 Groundcover Care 2.1 Maintenance The Contractor shall service ground cover /sbrub beds. These areas shall be maintained within their intended bounds and edged and/or detailed to keep the beds looking manicured at all times. Groundcovers shall not be allowed to grow into other groundcover beds, shrubs, vines or on trees. All plant material shall be maintained in an attractive and healthy condition. Ground cover shall not encroach into lawns, shrubs, adjacent desirable bare areas, curbs, wall fixtures, furniture, beneath and /or into other plants, etc. All sites shall be cleaned immediately following each edging/detailing, including streets. 2.2 Replanting of Bare Areas All bare areas in groundcover beds shall be replanted from flats once per month at the Contractor's expense with like groundcover genus - species at 12" on center. City of Santa Ana RFP 16 -063 Page 16 2.3 Mulching of Bare Areas In all groundcover areas where bare soil is visible or where the groundcover is thin so the soil is visible, the Contractor shall apply US Composting Council STA tested and approved compost mulch 1 "-2" minus by 2" thick minimum twice per year (third week of January and July) and as necessary to maintain uniform and complete coverage. Leaf litter and other organic materials other than mulch shall be removed on a continuous basis. 2.4 Replanting -Other On a monthly basis the Contractor shall, at their own expense, be responsible for the replanting of ground cover of the same genus - species lost due to vandalism, normal attrition or due to Contractor's failure to perform under the terms of this Agreement. The Contractor shall plant the groundcover from 64 count flats at 12" on center to fill all bare areas in the groundcover /shrub bed. 3.0 Shrub Care 3.1 Maintenance 3.1.1 Bi- weekly Pruning/Trirnming -All shrubs shall be serviced every other week. Shrubs growing in the work areas shall be pruned such that the plants remain in a healthy growing condition. Plant growth shall be maintained to prevent overgrowth into passageways, walks, streets, view of signs or in any manner deemed objectionable by the Director's Representative. Dead or damaged limbs shall be removed so that no projections or stabs remain. Pruning /trimming shall be done by hand shears or loppers in a manner to permit plants to grow naturally in accordance with their normal growth characteristics. "Box hedging" may be required on some shrubs, as set designated by the Director. "Box hedged" plants will be required to have all three sides level and straight to the satisfaction of the Director's Representative. In order to achieve straight and level lines of shrubs the Contractor shall run string lines to assure straight pruning. Shear hedging or severe pruning /trimming of plants, unless authorized by the Director's Representative, is not permitted. Topping of plants whose natural growth stems from the base of the plant is not permitted. Should the Contractor top, shear hedge or severely prune plants and disfigure or damage the plants, the Contractor shall be responsible for replacing those plants with like kind and size, subject to approval by the Director's Representative. The Contractor may be requested from time to time to raise the bottom of the shrubs for security reasons. 3.1.2 Monthly Shrub Replanting -On a monthly basis the Contractor, at his own expense, be, responsible for the complete removal and replacement of poor looking or unhealthy shrubs, In addition the Contractor shall, at his own expense replace missing shrubs or shrubs lost due to normal attrition or due to Contractor's failure to perform under the terms of this Agreement. The shrubs City of Santa Ana RFP 16 -063 Page 17 2`�b�t7 shall be planted at appropriate spacing so as to achieve complete coverage once the plant is 2 /3rds mature. 3.2 Mulching of Bare Areas In all shrub areas where bare soil is visible or where the shrubs are so thin the soil is visible, the Contractor shall apply US Composting Council STA tested and approved compost mulch 1 " -2" minus by 2" thick minimum twice annually (third week of January and July) and as necessary to maintain uniform and complete coverage. Leaf litter and other organic materials other than mulch shall be removed on a continuous basis. 4.0 Vine Care 4.1 Maintenance Contractor shall trim the vine once it reaches the top of the wall or at a specific height on the wall, as determined by the Director's Representative, The Contractor shall also prune the vine back to the wall to reduce the width and weight of the vine one -time per year in May. The Contractor shall keep vines off telephone poles or other non -wall surfaces at all times. 4.2 Planting The Contractor shall irrigate the all vines and fertilize as necessary to promote healthy and vigorous growth. The Contractor will innnediately replace any vine at the Contractor's expense that is lost for any reason including but not limited to lack of water, vandalism, accidental post emergent spraying, etc. 5.0 Tree Care The Contractor shall perform all tree services per the City of Santa Ana Park Services Tree Services Specifications (PSTSS) up to a height of 15'. All pruning shall be `Complete' per the PSTSS (see Attachment 5). 5.1 Tree Service The Contractor shall perform continuous `Complete' tree pruning service including but not limited to raising tree branches to a safe and functional height for the type of activity beneath or around the tree (see Director's Representative for appropriate heights per activity beneath or around trees). In addition, the Contractor shall remove stubs, damaged, diseased or dead branches from trees. All trees within the scope of work shall be maintained to keep the natural integrity and shapes of the trees. Pruning shall be accomplished in a manner that will ensure that each individual tree is 'Complete' pruned as set forth in the PSTSS (see Attachment 5). In addition, the Director's Representative may require the Contractor to remove or prevent encroachment of trees into the public right of way where the tree blocks vision or is considered undesirable. Low branches overhanging sidewalks shall be trimmed to a City of Santa Ana RFP 16 -063 Page 18 height of nine (9) feet above finish grade. Young trees needing pruning /trimming, training, and shaping to develop caliper and a strong structural framework may have low branching laterals and or appropriate sucker growth. Contractor shall remove hangers Linder 15" and fallen limbs 80 lbs. or less. 5.2 Annual Tree Evaluation Report In November of each year the Contractor shall have an International Society of Arborist TRAQ Certified Hazardous Tree Professional evaluate all District trees and provide a written report by park site listing findings and recommendations by priority of which trees need; 1) immediate service; 2) service within six months; or 3) service within one year; or, 4) service within two -four years. 5.3 Staking, Tying and Guying All trees requiring staking shall be securely staked at all times with stakes and rubber cinch ties approved by the Director. Rubber hoses and wire are not permitted ties, All stakes shall be set perpendicular to prevailing winds unless designated otherwise by the Director. Tree stakes shall also be set a consistent distance away from the trunk of the tree (minimum six (6) inches) to reduce abrasion and cell elongation. The tops of all tree stakes shall be removed approximately three (3) inches above the highest tie to reduce abrasion of main or lateral branches of the tree. 5.4 Hazardous Tree Reporting In the event the Contractor detects any tree displaying roots heaving or girdling (either by roots or a foreign material), leaning, broken or hanging limbs, or if Contractor determines that potential safety hazard may exist Contractor shall dispatch their International Society of Arborist TRAQ Certified Hazardous Tree Professional evaluate the trees and provide a written report listing findings and recommendations. 5.5 Loss of Trees The Contractor shall be responsible for the complete removal and replacement of any and all trees lost due to the Contractor's failure to perform under this agreement. Failure to perform includes but is not limited to, girdling trees with string trimmers or tree ties, improper planting of new trees, improper pruning/trimming techniques which disfigure or destroy the trees natural integrity and shape, or failure to detect and prevent treatable diseases and insect infestations. All trees that exhibit the signs of disease or pests, or any other signs of distress shall be inspected by an International Society of Arborist TRAQ Certified Hazardous Tree Professional approved by the Director's Representative, Contractor shall provide all exact location and separate evaluation/report for each tree in decline. Contractor shall treat any tree in decline at no additional cost to City. Should the TRAQ Certified Hazardous Tree Professional determine that the tree had a terminal disease that the Contractor could not have treated or prevented, the Contractor shall not be responsible to replace the tree, However, should the IRAQ Certified Hazardous Tree Professional determine that the tree's unhealthy condition or death could have been prevented had the City of Santa Ana RFP 16 -063 Page 19 2 §xRib1t9 Contractor treated the tree then Contractor shall be responsible for the cost of treatment to restore the tree to a healthy condition or replace the tree, The latest American Shade Tree Conference guidelines for value determination will determine the value of the trees lost. By entering into agreement with the City the Contractor acknowledges that they accept the condition of each tree and should a tree go into decline or expire, the Contractor agrees to replace the tree with like species and size or agree that the City shall withhold payment equal to the value of the tree, 6.0 Weeds, Disease and Pest Control -- All Areas Agricultural pest control services shall be performed by a state licensed /certified agricultural pest control sub - contractor or employee, The Contractor shall notify the Director's Representative via email a minimum of 48 hours in advance of any pesticide applications. The required information shall be the name of the company performing the application, the proposed pesticides to be applied listing the manufacturer /name of the pesticide, the rate(s) of application, the reentry period and the method of application. Furthermore, the Contractor shall copy the email to the Agricultural Commissioner's Office, thereby, notifying their Inspectors of your sub - contractor's or QAL /QAC intent to apply pesticides. Furthermore, Contractor's sub - contractor or QAL /QAC shall post on A -frame barricades plastic sealed 18 "x24" at minimum 300' intervals (where applicable) public notification posters listing the company performing the application, the proposed pesticides to be applied listing the manufacturer /name of the pesticide, the rate(s) of application, the reentry period and the method of application, 6.1 Weed Control All hardscape and landscape areas shall be kept free of weeds at all times. Weeds shall be removed by hand and/or approved mechanical or chemical methods. The Director's Representative may dispatch City staff or other contractor's to remove /eradicate weeds that reach two (2) inches or greater or when weeds exist in turf areas and are not removed /eradicated immediately. In such instance, the cost will be deducted from the Contractor's monthly invoice. Contractor, in accordance with the Agronomic Plan — Pre - Emergent may apply Dimension and Gallery to all turf areas (except sport /priority fields due for renovation within twelve weeks) and Snapshot two tunes per year minimum to all groundcover /shrub areas. Note that when applying Snapshot Contractor shall take precaution not to overlap the application on to adjacent turf. Should damage occur to adjacent turf, the Contractor shall remove the damaged turf and replace the affected area with Greg Norman 1 Hybrid Bermuda thick out sod to the satisfaction of the Director's Representative. Beginning in April all turf shall be. sprayed /applied with post - emergent herbicides Revolver (16 -17 oz /acre), Speedzone non -ionic surfactant and ferrous oxide pre -mixed in a tank, per the agronomic pre - emergent plan. All applications shall be applied by a state licensed Qualified Applicator sub - contractor or QAL /QAC using a calibrated boom sprayer with appropriate nozzles. Following the initial application of post- emergent City of Santa Ana RFP 16 -063 Page 20 herbicide the Contractor shall continuously apply post emergent herbicides to eradicate all turf of turf and broadleaf weeds. Following the eradication of turf type weeds the Contractor shall overseed with Stovers Bermuda Dunes at two (2) pounds per 1,000 square feet (spring /summer) and Simplot Jacklin Seed Company CSI Perennial Rye at three (3) pounds per 1,000 square feet and Stovers Seed Company Bermuda Dunes seed at two (2) pounds per 1,000 square feet. 6.2 Disease and Pest Control The Contractor shall inspect on a daily basis in the morning all landscaped areas (turf, trees, shrubs, ground cover, and annual color) for presence of disease, insect, rodent infestation or any other pests. If any pests, such as but not limited to, disease, insect, algae, birds, animals, such as rabbits, rats, squirrels, or rodent infestation (rodents including rats, gophers, moles, voles, etc.) is discovered, it shall immediately be controlled by the Contractor Qualified Applicator sub - contractor or QAL /QAC at his/her expense using the safest and most expedient method. Note that rodents, such as rats, if found in the landscape, regardless of whether or not they inhabit adjacent buildings, are considered agricultural pests and shall be treated as a part of this agreement. The Contractor is responsible for inspecting all plant material on a continuous basis and, as necessary, treating plant material to maintain optimum health of the plants. If any plant material (turf, groundcover, shrubs, trees) dies for any reason the Contractor will be required to replace the plant with like species and size at no extra cost to the City. In the case where turf is lost due to pest damage, the Contractors shall replace the area of turf lost with thick out West Coast Turf Bandera Bermuda (during spring/summer) and thick cut West Coast Turf Bandera Bermuda that has been cropped over with Perennial Rye grass (during fall/winter). 7.0 General Maintenance and Clean-Up The Contractor shall clean and maintain all site amenities, walls, planters, raised curbing, railing, exterior of buildings, light standards, patios, walkways and pedestrian paved areas free of debris, slap tags, tape, string, nails, push pins, wire, etc. Monday through Sunday The Contractor shall establish a Trash Crew to blow down all paved areas, pick -up trash/debris and to empty trash receptacles daily. Vacuums, blowers, sweepers, shovels or other approved equipment may be used to clean hardscape areas. Debris shall not be blown or swept onto adjacent planters, streets or property. All debris must be thoroughly cleaned and picked up /removed from the site. All trash and debris (twigs, branches, sand, gravel, rock, wood chips, glass, metal, paper, etc,) on the ground or in trash receptacles shall be blown- off/removed from all worksites landscaped and paved areas each day Monday through Sunday before 12:00 p.m. This includes all landscape areas, paved areas, street curb gutters, Stadium parking lot and grounds. The Contractor shall not blow broken glass or any other potentially hazardous materials into landscape areas. Trash shall consist of all items 80 lbs. or less. All trash receptacles and lids shall be wiped clean with a germicidal product. All non - pedestrian pavement, curb top/bottom, gutters, etc. shall be thoroughly cleaned once per City of Santa Ana RFP 16 -063 Page 21 r week. Debris and litter that shall be cleaned includes, but is not limited to, leaves, twigs, branches, loose rock, sand, soil and trash. The City shall approve any equipment that is to be used for cleaning parking lots. Large trash items in excess of five inches length or width, a muddle of smaller items, spills, and any material (including tree /plant material) that creates a safety hazard shall be picked up daily. The Contractor shall be required to clean trash and large debris in parking lots in the Civic Center. The work shall be performed in the early morning hours or at a time of day that will not disturb residents. If the work is to be performed daring the day, the contractor shall develop a strategy to close off parking lots to prevent people from parking so he /she may clean the entire parking lot. All signage, drinking fountains, concrete pads, trash receptacles, concrete or asphalt areas with stains around trash receptacles, security lights, park benches, walls, and the pavement beneath them and other Civic Center amenities shall be cleaned daily. The contractor shall rake, hand remove, or vacuum leaves that are not absorbed by planting. This shall be done as often as required to maintain a neat appearance, After heavy windstorms or other inclement weather that impacts sites under this agreement, the Contractor shall bring in extra staff to clean all Civic Center areas within twenty four hours (24lus.) at no cost to the City. Debris (80 lbs, or less), such as but not limited to, litter, fallen branches, trash, limbs, branches, soil erosion, etc., shall be removed from the worksites. Drain inlets shall be checked and if necessary cleaned once per day to avoid flooding of areas during inclement weather. The Contractor shall perform pressure washing quarterly (second week of July, October, January and April) to remove dirt, grime, algae, stains, gum, tar, etc, from walkways, between seats and in the pedestrian tunnels of the Santa Ana Stadium to achieve a consistently clean surface, free of all stains and foreign material, etc. Contractor shall also pressure wash around park restrooms. The Plaza of the Flags shall have flags displayed at all times. The Contractor shall visually inspect the flag every day to assure it is in good condition, Should, in the opinion of the Director's Representative, the flag is not be in good condition (faded, discolored, torn and/or having holes) the Contractor shall immediately request from the Director's Representative a new flag. Contractor shall raise the new flag immediately upon receipt from the Director's Representative. The Contractor shall replace the flags twice a year (January, July) with flags provided by the City. Japanese Garden Pagoda shall be cleaned daily of trash and debris. 8.0 Irrigation System Maintenance 8.1 General Responsibilities Contractor's Certified Irrigation Technician (CIT) shall coordinate with Calsense Irrigation to establish a central computerized control irrigation management system at the Contractor's office. The CIT shall have sole responsibility to program all automatic City of Santa Ana RFP 16 -063 Page 22 r ' _ irrigation systems, either from the central computerized control system or in the field, to irrigate all landscape areas detailed in this Agreement. In the event the existing irrigation system fails to provide full and proper coverage, the Contractor shall immediately dispatch CIT'sto repair the system from the RCV to the meter and Certified Irrigation Technician Assistants (CITA) to provide alternate /supplemental irrigation and/or to repair heads /laterals to achieve full and proper coverage to all areas in the work site at no extra cost to the City. Failure of the Contractor's CMIT to respond immediately by dispatching of CIT's and /or CITA's to provide altemate /supplemental irrigation and /or repair heads /laterals to stressed plant material and /or turf areas shall result in up to a $300 per day penalty to the Contractor. Stressed turf or plant material is not acceptable unless approved by the Director's Representative. Contractor's Certified Irrigation Technicians (CIT) shall make repairs to the irrigation system from RCV to the meter per the City of Santa Ana Park Services' specifications and details. Contractor's Certified Irrigation Technician Assistants (CITA) shall be under the direction of the CMIT and CIT and shall assist the CMIT and CIT by preparing an irrigation system for repair. The CITA may trench, clean, prepare the job by bringing the proper tools to the site, bring pipe and fittings to the site, and otherwise assist the CMIT and CIT in job preparation. To allow the CITA to gain training he/she may perform repairs of the irrigation system only in the direct presence of the CMIT and /or CIT. The CMIT and/or CIT must be immediately (physically) present at all times to direct/train the CITA in the art of professional quality irrigation system repairs. Should the CITA be found performing repairs without the presence of the CMIT and /or CIT a penalty of up to $500 will be issued to the Contractor 8.2 Operation of Automatic Irrigation Controllers Where the operation of automatic irrigation controllers is required, the Contractor's CMIT shall: Not duplicate any coded City key furnished by the Parks, Recreation and Community Services Agency for access and operation of the controller. Surrender all keys furnished by the Parks, Recreation and Community Services Agency at the end of the contract period or at any time deemed necessary by the Director's Representative to prevent serious loss to the City of Santa Ana. Protect the security of City property by keeping controller cabinet and building doors locked at all times. Refrain from using locked premises for storage of materials, supplies or tools, except as approved by the Director's Representative. Program normal irrigation between the hours of 10:00 p.m. and 4:00 a.m. unless alternative hours are approved by City. 83 Water Conservation City of Santa Ana RFP 16 -063 Page 23 r The Contractors Certified Irrigation Technician (CIT) shall meet when requested with the Director's Representative to review the Monthly Water Conservation Report to discuss water conservation strategies. These discussions may include, but not be limited to, the Contractor turning off irrigation systems during periods of rainfall and times when suspension of irrigation is desirable to conserve water while remaining within the guidelines of the EA W. When Park Services determines that plant material (turf, groundcover, shrubs, and trees) must be irrigated, all controllers shall be activated within twenty -four (24) hours. 8.4 Inspection and Reporting The Certified Irrigation Technicians (CIT) shall physically inspect the operation of all irrigation systems once a month and prepare a written report specifying controller location/name, start times, run times, program name, station number, water budget percent, weekly Et and deficiencies. All deficiencies shall be cured /repaired within five working days or the Director's Representative shall impose penalties for failure to respond and /or hire a Certified Irrigation Technician to remedy the system. The Contractor shall maintain all sprinkler systems using City standard irrigation products and details. All repairs shall be to City of Santa Ana Park Services' specifications and details. Repairs to irrigation heads shall be with matching precipitation nozzles. Contractor shall ensure that excessive over spray /runoff into street right -of -ways or other areas not intended to receive irrigation is controlled. The Contractor shall repair at his own expense, by way of CITA's, any irrigation head and lateral line rendered inoperable or malfunctioning due to attrition, vandalism, etc. All other repairs, RCV to meter, shall be performed by Certified Irrigation Technicians and shall be "tagged" using the City of Santa Ana Park Services "tagging" system noting the Company and Irrigation Tech that performed the repair, the date of the repair and the Contractor's and Irrigation Technicians contact information, All repairs shall be warrantied for two years from the date of the approved repair. All head and lateral lines shall be repaired within five days of discovery of malfunetion/repairs needed. All other irrigation repairs shall be performed immediately following approval of the work. The CMIT shall perform a daily visual inspection of all irrigated areas first thing each morning. All areas receiving marginal coverage shall receive supplemental irrigation by being irrigated by a portable irrigation method. The contractor shall furnish all portable hoses, nozzles, sprinklers, etc., necessary to accomplish this additional irrigation. Care shall be exercised to prevent a waste of water, erosion, and/or detrimental seepage into existing underground improvements or structures. 8.5 Repairs The Contractor shall be responsible at his own expense for repairs to all irrigation heads, swing joints and lateral lines as a part of this agreement. The City will be responsible for repairs to the irrigation system from the valve to the water meter. The Contractor shall submit proposals to the Director's Representative for extra work to repair /improve the irrigation system from the RCV to the meter. City of Santa Ana RFP 16 -063 Page 24 0M11; ,, .� 11 = lY 9.0 Work Not Scheduled The Director's Representative may delete a portion of or the entire work site from contractual maintenance during a construction period or any period where the Director determines that work cannot be scheduled. The deletion of this portion of work will be reflected as a reduction in the monthly payment to the Contractor. The amount of reduction will be based on the percentage of area involved and will be determined by the City. 10.0 City Inspection The Director's Representative shall regularly inspect the parks, playgrounds, fields and all other City property subject to this Agreement. If said inspection results in discovery of work that is not performed in the manner, and to the professional degree set forth in the Specifications, The Contractor agrees that the City shall; 1) withhold from Contractor's next monthly payment, the City's actual or estimated cost of performing the work; or, 2) hire a contractor or City staff to perform the work not performed and then withhold from the Contractor's next monthly payment the City's actual cost for performing the work to bring the property into conformance with the specifications. Additionally, City shall impose liquidated damages of up to $300.00 per inspection, per park, per item specified herein not performed, per day not meeting the specifications during any such inspection, Furthermore, it is not the Director's Representatives responsibility to inform the Contractor when work specified in the specifications was not performed or that deficiencies exist. It is the Director's Representatives responsibility to inspect the properties to verify that work was performed to the specified level of quality and time frame followed by reporting that the work was performed satisfactorily or not. It is the Contractor's responsibility to provide adequate supervision and staffing to perform all aspects specified in this agreement. Should the Director's Representative create Power Point punch lists, essentially performing the Contractor's Supervisor's responsibilities /duties of determine what work needs to be performed in accordance with the agreement specifrcaitons, the City shall deduct $300 per Power Point punch list from the Contractor's monthly invoice. City of Santa Ana RFP 16 -063 Page 25 ZSD iTA Consultant Responsibilities: 1.0 GENERAL CONDITIONS 1.1 Definitions - 1.1.1 "Director's Representative" shall mean the Executive Director of Parks, Recreation and Community Services designated representative. 1.1.2 "SAPRF" shall mean Santa Ana Park and Recreation Facilities. 1.13 "Pruning" shall mean the practice of removing lateral shrub or tree branches and may also be referred to as "trimming," 1.1,4 "Weed" shall mean any undesirable or misplaced plant. 1.1.5 "Hardscape" shall mean any resilient surface other than turf or planting beds, such as but not limited to curbs, gutters, sidewalks, decomposed pathways, asphalt pavement, mowstrips, etc. 1.2 Scheduling of Work -The Contractor shall provide landscape /grounds maintenance between the hours of 6:00 a.m. and 6:00 p.m., Monday through Sunday, The schedule may be modified only with the Director's Representative consent. Landscape /grounds maintenance that generates excess noise cannot begin before 8:00 a.m. The Contractor shall establish schedules of "routine work" to be followed in the performance of this contract. In addition to the Contractor submitting the Monthly Park Maintenance Inspector's Inspection Schedule and other required monthly reports, the Contractor shall submit weekly schedules listing the work tasks, crew performing the task, and the projected hours to complete the task. The schedules shall be emailed to Director's Representative by Thursday at 4:OOpm for the upcoming week. Any changes in scheduling shall be reported in writing 48 hours before the proposed change and must be approved by the Director's Representative. The schedule shall include days of the week and what person/crew will be performing specific work in accordance with the specification. 13 Local Office -The Contractor shall maintain a physical office within the 714 area code (local office), The local office shall be open Monday through Friday 8:00 a.m. to 5:00 P.m, with a company representative present at all times. Answering services or mobile telephones will not be considered a local office. 1.4 Outside the Scope of Work - Damage or malfunction to plant material or irrigation system equipment (from valve to water meter), with the exception of irrigation heads and lateral lines, by any of the following may be considered outside the scope of this Agreement: -Acts of God -Civil Disorder - Vehicle Collision (excluding Contractor and its employees and subs) - Excavation or re- surfacing of the street -Power failures - Underground wiring damage Contractor will not be considered responsible for replacement. Contractor must prove to the satisfaction of Director that one of the above occurred in order to be excused from performing under the Agreement. City of Santa Ana RFP 16 -063 Page 26 2.0 UNIFORMS AND VEHICLES IDENTIFICATION 2.1 The Contractor shall provide to all field personnel a standard uniform including but not limited to uniform company hats, collared work shirts, pants, jackets, cold weather vests and ANSI approved safety shoes. All uniforms will be marked by patch, silk screen or embroidery with the company name and logo or other form of identification. 2.2 All equipment shall be clearly identified on both sides and rear of the vehicles as belonging to the Contractor, well maintained, in excellent wonting condition, be clean in appearance and without extensive visible damage, dirt graffiti etc. In addition, all vehicles shall have the company's name, contractor's license number and contact information clearly identified on both sides and the rear of the vehicle, 2.3 The Director's Representative reserves the right to direct the Contractor to remove an employee or piece of equipment for not meeting high maintenance and appearance standards. 3.0 SAFETY REQUIREMENTS 3.1 All work performed under this contract shall be completed with maximum safety as the priority above all other requirements. The Contractor shall be incompliance with his/her companies City approved Illness and Injury Prevention Program. 3.2 All work performed under this contract shall be performed in strict compliance with all federal, state and local safety laws, regulations or other authoritative mandates that protect workers and the general public, including but not limited to, excavation/trenching /shoring, blood borne pathogens, hazardous waste identification and transport and pesticide use and reporting. 33 In the event unsafe work is observed by City staff or otherwise reported, the Director's Representative may at his discretion order the Contractor to stop performing and pay all costs and or damages resulting from the delay. 3.4 In addition, the Contractor shall submit to the Director's Representative each year upon renewal of the agreement his /her updated Illness and Injury Prevention Plan and update OSHA safety training records and employee safety training certificates. 4.0 SAFETY NOTIFICATION 4.1 If Contractor identifies a potential safety issue, Contractor shall: 4.1,1 Notify the public that potentially unsafe conditions exist by installing yellow "Caution Tape" and "A" frame barricades or equal substitute around the condition. 4.1.2 Notify the Director's Representative of the condition first by phone and then in writing (e -mail is acceptable) including digital photographs of the potential safety concern. Once the Contractor has notified the City and the public of the condition, as specified above, Contractor shall have no further responsibility regarding the condition. City of Santa Ana RFP 16 -063 Page 27 5.0 UNDERGROUND ALERT SYSTEMS 5.1 Underground Alert Systems (telephone number 1- 800 - 422 -4133) must be notified 48- hours in advance prior to any excavation work. 6.0 PROPERTY DAMAGE 6.1 Any damage to private property caused by Contractor shall be immediately reported to the property owner. Contractors shall pay for any damage caused to private property in performing this agreement. 7.0 ACCESS TO PRIVATE PROPERTY 7.1 Prior to any work involving private property, the Contractor shall notify the City of the proposed work and obtain all necessary permits and/or consent required from City and /or property owner 8.0 PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS 8.1 The Contractor shall protect City and/or private property adjacent to work areas including sprinkler systems, drain pipes, lawns, brick work, plantings, masonry work, fences, walls, sidewalks, street paving, etc., located on either public or private property. Contractor shall, at its expense, replace any property that is removed or damaged, other than property pre - approved for removal. Contractor shall abide by the City's "Policy for Driving on Park Property" (See Attachment 4), 9.0 TRAFFIC CONTROL 9.1 The Contractor will not interrupt traffic flow on City streets without obtaining a no -fee permit from the City. Prior to performing maintenance activities where Contractor employees work immediately adjacent City vehicular lanes or any other situation covered under the California MUTCD, the Contractor shall implement no -fee permitted City approved traffic safety plans to protect the health and welfare of its employees and the general public prior to comrmencement of the agreement. 10.0 MONTHLY REPORTS 10.1 Prior to the first of each month the Contractor shall submit to the Director's Representative for approval: 1) the Excel Park Maintenance Inspector's Inspection Schedule including a detailed annual, monthly, weekly and daily work schedules consistent with task frequencies in Exhibit A; 2) certified payroll of employees assigned to the contract areas; 3) organizational chart or equal listing the names, titles, schedules and assignments of all persons working on the project; 4) invoices and packing slips of name, type and quantities of commodities purchased; 5) annual/monthly pesticide use report completed on the City's Excel form; 6) irrigation report including, but not limited to, name of park/facility, location in park/facility, controller letter, station numbers and their description (priority turf, groundcover, shrub, annual color) days of week on/off, run times, start times, water budget percent, weekly ET, percent of ET programmed, a City of Santa Ana RFP 16 -063 Page 28 r detailed description of system deficiencies and schedule of repairs; and, 7) "green waste" recycling report. The information contained in the above referenced documents shall be updated with any new information as changes occur. The Director's Representative shall be immediately notified of any changes to the above information. Failure to submit a report by the first of each month shall result in a fine of $100.00 per day for each report submitted late. 11.0 WATER CONSERVATION & PROGRAMMING OF CONTROLLERS 11,1 The City shall be responsible for programming irrigation controllers and conserving water. The Contractor shall be responsible for all repairs and performing the weekly visible irrigation checks and the providing a monthly written irrigation test report by park /controller /station. 12.0 SPECIFICATIONS INTERPRETATION 12.1 The intent of these specifications is known by the City of Santa Ana and SAPRF. Any questions relating to the interpretation of these specifications must be addressed, in writing, prior to the start of work. The Contractor agrees that interpretations of this contract after the start of work are at the sole discretion of the Director's Representative, and the Contractor shall abide by all such interpretations 13.0 PROTECTION OF EXISTING FACILITIES AND STRUCTURES 13.1 The Contractor shall exercise due care in protecting from damage all existing facilities, structures, and utilities, both above surface and underground on the City's property, Any damage to City, Santa Ana Park and Recreation Facilities (SAPRF), or private property caused by the Contractor's neglect shall be corrected and paid for by the Contractor at no cost to the City of Santa Ana or SAPRF, The City of Santa Ana and /or Director's Representative shall make the determination of fault. The Director's Representative reserves the right to issue a Stop Work Notice if the Contractor does not promptly repair any damage, within twenty -four (24) hours of the damage incurred. 13.2 If the Directors Representative requests or directs the Contractor to perform work in a given area, it will be the Contractor's responsibility to verify and locate any underground systems (i.e. utility lines) and take responsibility for taking reasonable precaution when working in these areas. 133 Contractor shall call Underground Alert (800) 422 -4133) at least two working days prior to digging for line locations. Any damage or problems shall be reported immediately to the Director's Representative and the City of Santa Ana. If the Contractor discovers something unexpected or a unique problem occurs, he should stop work and immediately contact an authorized Director's Representative for a timely resolution of the problem. 14.0 SUBSTITUTIONS T City of Santa Ana RFP 16.063 Page 29 0.1 14.1 Whenever a specific type of material is specified, no substitutions shall be allowed without written consent of the SAPRF representative. 15.0 CERTIFICATION & APPLICATION OF MATERIALS 15.1 All materials shall be delivered on the site in original containers. Materials shall be subject to inspection by the Director's Representative. The Director's Representative will not approve materials not meeting the SAPRF standards, and Contractor shall return any such non - satisfactory items at his/her cost. 152 No materials shall be applied prior to the Director's Representative verifying the specified quantities of materials. Furthermore, should the Contractor apply materials before the Director's Representative verifies correct materials and quantities, the Contractor shall not receive credit for the applied materials. The Contractor shall then reorder and deliver the materials, thereby not receiving credit for the applied materials. 16.0 CONTRACTOR NEGLECT 16.1 Any damage to the City of Santa Ana, SAPRF, or private property, which has been determined to be due to the Contractor's neglect, shall be corrected at no additional cost to the City of Santa Ana or the SAPRF. 17.0 CONSTRUCTION EQUIPMENT 17.1 The Contractor shall take all necessary precautions for safe operation of his equipment and the protection of the public from injury and damage from such equipment. 18.0 SOUND CONTROL REQUIREMENTS 18.1 The Contractor shall comply with all local sound control and noise level rules, regulations and ordinances that apply to any work performed pursuant to the Contract. Each internal combustion engine used for any purpose on the job or related to the job shall be equipped with a muffler of a type recommended by the manufacturer of such equipment. No internal combustion engine shall be operated on the project without said muffler. Full compensation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed therefore. Sounds, such as loud music, that are not related to the project, shall be kept at levels so as to not disturb the general public. 19.0 INQUIRIES AND COMPLAINTS 19.1 The Contractor shall maintain an office at some fixed place and shall maintain a telephone thereat, listed in the telephone directory in his own name or in the firm name by which he is most commonly known. Furthermore, the Contractor shall, at all times, have some responsible person(s), employed by the Contractor, to take the necessary action regarding all inquiries and complaints that may be received from the City of Santa Ana, Director's Representative, and /or private citizens during normal working hours. City of Santa Ana RPP 16 -063 Page 30 � -MI 1 Whenever immediate action is required to prevent impending injury, death or property damage to the facilities being maintained, the Director's Representative may, after reasonable attempt to notify the Contractor cause such action to be taken by the SAPRF work force. All costs of any such action shall be charged against the Contractor, or the Director's Representative may deduct such cost from any amount due to Contractor. All complaints shall be abated as soon as possible after notification, to the satisfaction of the City of Santa Ana and/or Director's Representative, If any complaint is not abated within a reasonable time, the Director's Representative shall be notified immediately of the reason for not abating the complaint followed by a written report to the Director's Representative within five (5) days. If the complaints are not abated within the time specified or to the satisfaction of the Director's Representative, the Director's Representative may correct the specific complaint and the total cost incurred by the SAPRF will be deducted and forfeit from the payments owing to the Contractor from the SAPRF. Such cost shall include all SAPRF staff time required to resolve the problem and appropriate overhead charges 20.0 NOTIFICATION OF LOCATIONS OF WORK 20.1 The Contractor shall notify the Director's Representative when the contractor's crews will be working within the SAPRR Said notifications will be made on a daily basis by telephone, cell phone, fax, or by weekly written schedules which specify the entire weeks work locations. 21.0 WORKFORCE 21.1 The Director's Representative may evaluate each of the Contractor's staff and if he /she finds that a Contractors employee or sub - contractor's employee is not performing to the satisfaction of the Director's Representative, the Director's Representative shall require the Contractor to remove the employee from work sites at his or her discretion within 24 hours of written notice, 22.0 MATERIALS 22.1 The Director's Representative shall approve or reject all materials delivered to the work site. In addition, the Contractor shall not apply any materials until the Director's Representative inspects the materials to confirm they are correct per specifications. Note that the Director's Representative may stay at the work site to confirm that all materials are applied correctly and in the quantities specified, Materials applied by the Contractor prior to the Director's Representative inspecting the materials shall be considered not applied. Therefore, the Contractor shall not be given credit towards the quantity of the specified material required to be applied by the specification. The Contractor shall then be required to deliver the specified quantity of material to the work site and, following the Director's Representatives approval, apply the materials in the presence of the Director's Representative: Prior to the application or use of any materials the Contractor shall submit to the Director's Representative a minimum 48 hours before delivery to the work site a list of all materials and /or chemicals that may be used pursuant to the terms of this Agreement. Momm City of Santa Ana RFP 16 -063 Page 31 The list shall include the name of the product, the products specifications, and the quantity of materials, prescribed method of use /application, Material Safety Data Sheets and chemical analysis where applicable, recommended usage and any other manufacturer's data that may be pertinent. The list must be submitted before any materials /chemicals are used pursuant to this Agreement. 22.1.1 The materials and chemicals utilized in furtherance of this Agreement shall comply with the following standards; All fertilizers shall be complete, furnishing the required percentage of nitrogen, phosphoric acid and potash to keep turf, trees, shrubs and other plants in a healthy and vigorous growing condition. Pesticides including but not limited to; Insecticides, fungicides, herbicides, algaecides, aviacides, and rodenticides shall be of the best quality obtainable and available on the market, properly labeled with guaranteed analysis, and brought to the job site in the manufacturer's original container. Materials shall as specified herein, matching those existing at the work site, or as specified by the Director's Representative. 22,12 All materials delivered to the site shall be accompanied by a packing slip or other form from the vendor indicating the specific commodity delivered and the quantity, 23.0 TRASH DISPOSAL AND RECYCLING All organic waste (including leaves, grass clippings, brush, branches, and tree parts) resulting from work performed under this contract shall be disposed of pursuant to the requirements of the Santa Ana Municipal Code (SAMC) Chapter 16. Organic waste cannot be taken to a landfill. Every month, the Contractor shall submit receipts from licensed composters /green waste recycling facilities, to the Director listing the tons of organic waste recycled and the names and addresses of the composting or processing companies. As an alternative, the City may allow Contractor to dispose of green waste and trash in bins provided by the City. The City will determine the amount of green waste and trash allowed to be drunped in these bins based on historical amounts. Any additional disposal fees must be paid by Contractor. At no time will the contractor be allowed to dispose of trash or green waste that was not collected as part of this contract. If the City fords that the contractor is disposing of trash from other contracts, the City will discontinue this service for the contractor and the contractor will be required to pay for their own trash service.\ Citv Responsibilities 1.0 CITY- DIRECTOR'S AUTHORITY The Director's Representative is the only person authorized to direct changes in any of the requirements under the Agreement and, not withstanding any provisions contained elsewhere in the Agreement, and said authority remains solely in the Director's Representative. In the event that the Contractor effects any such changes at the direction of any person other than the Director's Representative, the changes will be considered to have been made without authority City of Santa Ana RFP 16 -063 Page 32 and solely at the risk of the Contractor. In addition, the D'irector's Representative shall have the authority to accept/reject materials, workmanship and to make changes in work or schedule, when the City determines that no extra costs are involved. The Director's Representative shall also have the authority to suspend portions of the specifications and withhold the cost of the suspended portion of the agreement at his/her discretion. The intent of these specifications is known by the City of Santa Ana. Any questions relating to the interpretation of these specifications must be addressed, in writing, prior to the start of work. When the performance of the work or completion per schedule is determined to be sub - standard or not on schedule, the Director's Representative may recommend that all or a portion of payment be withheld. In addition, the Director's Representative shall have the option to hire another qualified contractor to perform any portion of the work specified and withhold payment in the amount of the cost to hire the qualified contractor. Payment to be withheld shall be deducted from the next or subsequent monthly payment due, or if the amount is insufficient to cover payment, the Contractor shall be liable for said deficiency and will be billed accordingly. The Director's Representative shall decide all questions, which may arise as to the interpretation of the quality of work, manner of performance, completion per schedule, acceptable fulfillment of the Agreement by the Contractor, interpretation of the specifications, and compensation, including completion of work by alternate sources. Special Requirements See - ATTACHMENT 4: ADDITIONAL PROVISIONS ( ity of Santa Ana RFP 16 -063 Page 33 2 §R p APPENDIX ATTACHMENT 4: ADDITIONAL PROVISIONS 1. TERM This Agreement shall commence on upon execution of the agreement through June 30, 2018 with the option for the City to grant up to two one -year renewal options, at the same fee structure identified in Attachment 3 -6 Fee Schedule, exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below, 2. ADDITIONAL SERVICES The City reserves the right to request additional services associated landscape maintenance. Prior to performance of any work the City will negotiate scope /pricing and the contractor must provide a quotation for the requested work that is to be approved in writing by the City. City written approval may be in the form of an "Authorization for Extra Work" form, 3. ANNUAL COLOR PLANTING AND MAINTENANCE SPECIFICATION Before each annual planting the area should be tilled 8 to 16 inches deep, Organic matter in the form of nitrified redwood must be incorporated to a depth of 8" of the top soil. The contract administrator may adjust this if adequate organic matter is already present in the soil but the successful bidder must be prepared to incorporate this organic matter at every color rotation. Organic matter must comprise 25% of the soil volume where the roots will be. This requires 2" of nitrified redwood tilled to an 8" depth. Apply 1.5 pounds of nitrogen per 1000 sq. ft, as a complete low nitrogen material with a ratio of 1:2:1, 1:1:1, 1:2:2 or similar. Do not use a higher rate of nitrogen as this may result in excessive vegetative growth and a suppression of flowering. After establishment, fertilize as necessary to maintain a robust appearance and maximum flowering. After incorporating organic material and other supplements, the beds must be raked smooth and slightly mounded. Sticks clods and other material must be removed from the bed. During planting gently crush the root mass with the fingers to stimulate root growth in the surrounding soil. Begin planting in the center of the bed and keep traffic in the worked soil to a minimum. Make the hole slightly larger than the root ball and set the plant at the same depth or slightly higher than it was growing in the container. Smooth out the soil around the plants after planting, including footprints. Water plants to a depth of 5 inches immediately after planting for 4" plant material (deeper for larger pots). Plants are to be rotated four times a year and are to be kept disease free and healthy on a consistent basis. There must be no dead or missing plants at any time and the beds must be kept in a weed free condition. Plants will be in 4" pots and will be planted in an 8" triangular spacing pattern, Rows must be in a straight alignment at the time of planting. Plant species that may be planted at different times of the year may include, but not be limited, to the following annual bedding plants as approved by the Director: Spring /Summer — April through October 1 Alyssum, Lobelia, Salvia, Marigold, Gloriosa Daisy, Penstemon, Cosmos, Dahlia, Impatiens, Begonias, Double Impatiens, Petunia, Verbena, Vinca rosea (periwinkle) Zinnias Fall/Winter Iceland poppies, Pansies, Viola, Stock, Snapdragons, Primroses, Ranunculus City of Santa Ana RFP 16 -063 Page 50 Contractor shall check annual color beds daily (Monday through Friday). If plants are missing or vandalized, the Contractor shall provide the City's representative with a proposal to replace missing/damaged plants. After the City's Representative signs the proposal, the Contractor shall then replant/replace missing/damaged plants within 48 hours. The City's contract administrator shall be the sole judge of whether the above specifications are met. The contract administrator shall also approve the types and combinations of color bedding plants prior to installation. 4. STA SEED TOPPER TESTING REQUIREMENTS (IS THIS NEEDED) The purpose of this specification is to assure that compost products, such as mulch and seed topper, are of high quality by evidence of meeting the US. Composting Council's Compost Analysis Proficiency Program (CAPTP) requirements. All compost products must meet or surpass all the requirements specified in the CAPTP program, including but not limited to, having compost products tested by a CAPTP certified lab. All products must be tested and approved by a CAPTP certified lab within 30 days of delivery to the City of Santa Ana, The Director's Representative reserves the right to take samples of compost products delivered or used in the City of Santa Ana and submit the samples to a CAPTP certified lab to verify that the compost products meet or exceed the requirements set forth by the CAPTP. Should products delivered or used in the City of Santa Ana not meet the CAPTP compost requirements, the City will consider this as a failure to perform by the contractor. 5. POLICY FOR DRIVING ON PARI( PROPERTY Driving on park turf is allowed only when necessary to perform an official City maintenance or business function, and under the following circumstances: A. When delivering over 30 lbs, of equipment or supplies to a job site B. When there is no improved surface within 40 yards of the worksite C. When emergency personnel are responding to an emergency, or performing other City business When driving on park turf, employees and contractors must, to the. best of their ability, avoid damage to sprinkler heads, valve boxes, other irrigation systems components, trees, ground cover and other park amenities. D. Vehicles weighing in excess of 8,000 lbs. are not allowed on park turf without prior approval of the Park Services Supervisor. If approved, the Park Services Supervisor or his designee will meet with the employee or contractor and designate the path in and out of the park that will be the least likely to cause damage. E. Employees and contractors must avoid driving on turf any time damage is likely. This includes periods after rain and heavy watering. F. Driving on designated DG pathways and other improved pathways is acceptable when performing visual inspection of park, park projects, and amenities. Driving on turf is not acceptable in these situations. City of Santa Ana RFP 16 -083 Page 51 APPENDIX ATTACHMENT 5: TREE SERVICE SPECIFICATION 1.0 INTRODUCTION Trees and other woody plants respond in specific and predictable ways to pruning and other maintenance practices. Careful study of these responses, has led to pruning practices, which best preserve and enhance the beauty, structural integrity, and functional values of trees. In an effort to promote practices, which encourage the preservation of tree structure and health, the following policies and procedures have been established. These specifications are presented as working guidelines, recognizing that trees are individually unique in form and structure, and that their pruning needs may not always fit strict rules. 2.0 OVERVIEW OF SPECIFICATIONS Any tree work performed in the City of Santa Ana Park and Recreation Facilities ( SAPRF) must be done according to the SAPRF specifications, There are different criteria for pruning depending on the purpose for the pruning. 2.1 Complete Prune Specifications are used when circumstances deem the entire tree needs to be fully pruned. 2.2 Complete and Aesthetic Specifications are used when circumstances deem the entire tree needs to be fully pruned and in addition shall be reduced on the perimeter of the tree canopy to provide a formal appearance. Examples of when Complete and Aesthetic pruning may occur are govermnent civic centers, commercial- retail centers, and formal landscapes where uniformity in appearance is required. 2.3 Safety Prune Specifications require less pruning and are used when specific, possibly hazardous (dead/dying) limbs need removal to eliminate all safety concerns. Safety pruning may be recommended in some circumstances instead of a complete prune. Safety pruning specifications are used for "as needed" pruning as outlined above and address only safety concerns. Safety pruning includes only the basic requirements and does not include the fine pruning detail work outlined in a complete prune. 2.4 Power Line Clearance Prune (PLC) Specifications are used for private tree power line clearance work and for street tree (PLC) pruning when the tree is pruned between its periodic complete pruning cycles. 2,5 Palm Pruning Specifications are used when pruning any type of palm. All specifications are based on International Society of Arboriculture, National Arborist Association and American National Standards Institute criteria. This guarantees that SAPRF trees receive the best possible care. 3.0 GENERAL REQUIREMENTS The following requirements shall be used during any pruning work to be perfonned on SAPRF trees: City of Santa Ana RFP 16 -063 Page 52 3.1 Proper disposal of all tree debris generated. 3.2 Assuring good traffic control and minimize disruption of the public. 3.3 Assuring adequate safety of employees and the public. Prior to starting any tree work on an SAPRF tree, the Contractor must contact an authorized SAPRF representative. 4.0 ISA CERTIFICATION REQUIREMENTS The Contractor shall employee a full -time, permanently certified personnel, as accredited by the International Society of Arboriculture. 4.1 The Contractor shall employee an ISA Board Certified Master Arborista to oversee the project. The ISA Board Certified Master ArboristO credential is the highest level of certification offered by ISA. This credential recognizes ISA Certified Arborists(E who have reached the pimracle their profession. In addition to passing an extensive scenario - based exam, candidates must abide by a Code of Ethics, which ensures quality of work. Fewer than two percent of all ISA Certified Abborists@ currently hold this certification. 4.2 The Contractor shall employee an ISA Certified ArboristO-Tree Risk Assessment Qualification (IRAQ) Working /On Site Supervisor to be on site at all times work is in progress to manage the correct pruning of the trees. To earn an ISA Certified ArboristO credential, you must be trained and knowledgeable in all aspects of arboriculture. ISA Certified Arborist® have met all requirements to be eligible for the exam, which includes three or more years of full -time, eligible, practical work experience in arboriculture and/or a degree in the field of arboriculture, horticulture, landscape architecture, or forestry from a regionally accredited educational institute. This certification covers a large number of topics giving the candidates flexibility in the arboricultural profession. TRAQ is an ISA qualification program that trains arborists how to use the methodologies outlined in the ISA Best Management Practices for Tree Risk Assessment. This qualification promotes the safety of people and property by providing a standardized and systematic process for assessing tree risk. The results of a tree risk assessment can provide tree owners and risk managers with the information to make informed decisions to enhance tree benefits, health, and longevity. A Code of Ethics for ISA Certified Arborists0 strengthens the credibility and reliability of the work force. This certification is accredited by the American National Standards Institute, meeting and exceeding ISO 17024. 4.3 All Contractor Working /On Site Supervisor shall be ISA Certified Tree Worker Climber Specialist® and /or The ISA Certified Tree Worker Aerial Lift Specialist& To be a ISA Certified Tree Worker Climber Specialists, candidates must have the skill and endurance to climb trees, demonstrate high regard for safety, and be able to get the job done off the ground. This credential is different from the other certifications because you ARE tested in both a classroom setting and a field setting. Candidates must have training in aerial rescue, CPR, and First Aid to obtain this certification. 4.4 The Contractor's employees shall be ISA Certified Tree Worker Aerial Lift Specialist® when working on trees beneath or in the vicinity of utilities. The ISA Certified Tree City of Santa Ana RFP 16 -063 Page 53 2PxR7 Worker Aerial Lift SpecialistO requires candidates to demonstrate their ability to perform as a competent aerial lift operator, The knowledge gained with this certification can improve the productivity, quality of care, and safety practices of those who earn the credential. Along with proven knowledge of CPR and first aid, candidates have been tested on safety procedures, and must be able to complete thorough truck and tree inspection. 5,0 SPECIFIC TREE PRUNING SPECIFICATIONS 5.1 All persons performing tree work on SAPRF trees must be trained according to tree care standards accepted by the International Society of Arboriculture. 5,2 All persons performing tree work on SAPRF trees in or around primary electrical lines must be trained to do so according to the "Electrical Safety Orders" of the State of California, including all amendments and revisions. 5.3 When tree pruning cuts are made to a side limb, such remaining limb must possess a basal thickness of at least one third (1/3) of the diameter of the wound so affected, Such cuts shall be considered proper only when such remaining limb is vigorous enough to maintain adequate foliage to produce wood growth capable of callusing the pruning cut so affected within a reasonable amount of time. 5.4 All final tree pruning cuts shall be made in such a manner so as to favor the earliest possible covering of the wound by natural callus growth. Flush cuts, which produce large wounds or weaken the tree at the cut, shall not be made. The branch collar shall not be removed. 5.5 Tree limbs shall be removed and controlled in such a manner as to cause no damage to other parts of the tree, or to other plants or property. 5.6 All tools used on a tree known to contain an infectious tree disease shall be properly disinfected immediately before and after completing work on such tree. All major diseases and /or pest problems shall be promptly reported to an authorized SAPRF representative. 5.7 All cutting tools and saws used in tree pruning shall be kept sharpened to result in final cuts with smooth wood surface and secure bark remaining intact. All trees six (6) inches in diameter or less shall be pruned with hand tools only. Chain saws will not be permitted on any trees six (6) inches in diameter or less, This is to prevent any unnecessary abrasions to cambial tissue that may predispose a tree to insect and/or disease problems. 5.8 Whenever pruning cuts are to be made, while removing limbs too large to hold securely in one hand during the cutting operation, the limbs shall be cut off first, one (1) to two (2) feet beyond the intended final cut. Then the final cut shall be made in a manner to prevent unnecessary tearing back of the bark and wood. Such cutting back shall not include the removal of any live, healthy limbs in excess of six (6) inches in diameter without prior approval from an authorized SAPRF representative. City of Santa Ana RFP 16 -063 Page 54 r 5.9 No more than twenty five (25) percent of the live wood may be removed from the crown of any tree, without approval of an authorized SAPRF representative, excepting live oaks, which are limited to no more than ten (10) percent. Resulting in keeping as much of the crown of the tree as possible. 5.10 Any extraneous metal, wire, rubber or other material (i.e. stakes, ties) interfering with tree growth shall be removed immediately. 5.11 Any defective or weakened trees shall be reported to an authorized SAPRF representative. Specifically, any structural weakness of a tree, decayed trunk or branches, shall be reported in writing, noting the location of the tree by street address and a description of the hazard found in the tree. 5.12 The use of climbing spurs or spike shoes in the act of pruning trees is prohibited, except palms that are more than sixty -five (65) feet in height. 5.13 Beneficial animal, bird nests, nesting cavities or other wildlife habitat shall be ,preserved and protected whenever feasible, unless doing so would create a hazard. 6.0 COMPLETE TREE PRUNING SPECIFICATIONS Complete tree pruning shall consist of the total removal of dead or living branches that may threaten the future health, strength and attractiveness of trees. Specifically, trees shall be pruned in such a manner as to: 6.1 Prevent branch and foliage interference with requirements of safe public passage. Over street clearance shall be kept to a minimum of sixteen (16) feet above the paved surface of the street, fifteen (15) feet above the curb and eight (8) feet above the surface of a public sidewalk or pedestrian way. Exceptions are allowed for young trees, which would be irreparably damaged by such pruning action. 6.2 Remove all dead and dying branches and branch stubs that are one half (1/2) inch diameter or larger. 6.3 Remove all broken or loose branches. 6.4 Remove any live branches, which interfere with the tree's structural strength, and healthful development, which will include the following: 6.4.1 Branches, which rub and abrade a more important branch. 6.4.2 Branches of weak structure, which are not important to the framework of the tree, 6.4.3 Branches, which if allowed to grow, would wedge apart the junction of more important branches. 6.4.4 Branches forming multiple leaders in a single leader type tree. 6.4.5 Branches near the end of a limb, which will produce more weight or offer more resistance to wind than the limbs are likely to support. 6.4.6 Selective removal of undesirable sucker and sprout growth paying specific attention not to nick or damage the sprout "hurt'. 6.4.7 Selective removal of one or more developing leaders where multiple branch growth exists near the end of broken or stubbed limbs. City of Santa Ana RFP 16 -063 Page 65 6.4.8 Selective removal of limbs obstructing buildings or other structures or traffic signs. Generally, limbs closer than five (5) feet to a building or other structure should be removed unless doing so would severely damage a tree, 6.4.9 Removal of branches, which project too far outward beyond an otherwise symmetrical form. 6.5 Cut back ends of branches and reduce weight where excessive overburden appears likely to result in breakage of supporting limbs. 6.6 Clear trees of sprout or sucker growth to a minimum height of eight (8) feet above ground level. Exceptions are allowed for young trees, which would be irreparably damaged by such pruning action, 6.7 Obtain a balanced appearance when viewed fiom the opposite side of the street immediately opposite the tree, unless authorized by an SAPRF representative to do otherwise. 6.8 Remove all vines entwined in trees and on tree trunks. Vine tendrils shall be removed without injury to said trees. 6.9 Clear all branches and foliage within ten (10) feet of primary etectrical lines and three (3) to five (5) feet of secondary electrical lines, 6.10 Clear all branches that interfere with telephone, cable and other utility lines within one (1) foot of lines, wherever feasible. 7.0 COMPLETE & AESTHETIC TREE PRUNING SPECIFICATIONS Complete and Aesthetic tree pruning shall consist of work performed in accordance with the specifications in 6.0 Complete Tree Pruning Specifications and in addition shall 'include that trees shall be consistently and concisely pruned whereby the canopies are "topiaried" in forms consistent with the species of tree being pruned. In specific cases where a group of same specie trees are present, the group of trees may be required to be "topiaried" all the same size and shape. 8.0 SAFETY TREE PRUNING SPECIFICATIONS Safety tree pruning shall consist of the total removal of dead or living branches that may menace the future health, strength and attractiveness of trees. Specifically, trees shall be pruned in such a manner to; 8.1 Prevent branch and foliage interference with requirements of safe public passage, Over street clearance shall be kept to a minimum of sixteen (16) feet above the paved surface of the street, fifteen (15) feet above the curb and eight (8) feet above the surface of a public sidewalk or pedestrian way. Exceptions are allowed for young trees, which would be irreparably damaged by such pruning action. 8.2 Remove dead and dying branches and branch stabs that are two (2) inches in diameter or more. 8.3 Remove all broken or loose branches. City of Santa Ana RFP 16.063 Page 56 8.4 Removing any live branches, which interfere with the tree's structural strength and healthful development, will include the following: 8.5 Limbs of weak structure or otherwise hazardous. 8.6 Selective removal of limbs obstructing buildings or other structures or traffic signs. Generally, limbs closer than five (5) feet to a building or other structure should be removed unless doing so would severely damage a tree. 8.7 Clear trees of sprout or sucker growth to a minimum height of eight (8) feet above ground level. Exceptions are allowed for young trees, which would be irreparably damaged by such pruning action. 9.0 POWER LINE CLEARANCE (PLC) PRUNING SPECIFICATIONS When trees arc in the proximity of overhead energized lines and equipment, reliability of service, safety, and governmental standards require a reasonable amount of tree pruning to avoid conductor contacts and grounding of circuits through the trees. Power line clearance pruning, therefore, shall consist of the removal of tree branches for proper electric line clearance in order to minimize the likelihood of power outages and improve safety. Specifically, trees shall be pruned in such a manner as to: 9.1 Clear all branches and foliage within ten (10) feet of primary electrical lines. 9.2 Clear all branches that interfere with secondary electric lines within three (3) to five (5) feet. 93 Protect current tree health, condition and symmetry using Dr. Alex Shigo's book, Pruning Trees Near Electric Utility Lines as a guide. During the tree pruning process, all safe minimum working distances for energized conductors shall be observed. These clearances are defined under ANSI Z133.1 -1994. Current ANSI specifications will supersede these requirements when they take effect. Any contact with energized lines shall be promptly reported to an authorized SAPRF representative, Access to backyards must be closely coordinated with the property owner, whenever feasible. Spikes may be used for PLC pruning on palms or other trees only when needed for proper safety reasons. 10.0 PALM PRUNING SPECIFICATIONS Palms shall be pruned at the 10:00 and 2:00 o'clock positions. Palm pruning shall consist of the pruning of the following, but not limited to, palms (Syagrus romanzoffianum (queen palm), Archontophoenix cunninghamiana (king palm), Phoenix Canariensis (Canary Island date palm), Phoenix Dactylifera (date palm), Washingtonia filifera (California fan palm); and Washingtonia Robusta (Mexican fan palm) per these specifications. 10.1 The removal of all dead fronds and other dead plant parts from the trunk. All loose frond sheaths shall be removed along the entire length of the palm trunk. City of Santa Ana RFP 16 -063 Page 57 21PRibil 10.2 The shaping of the palms "pineapple" beneath the fronds to achieve a consistent and aesthetic appearance. 10.3 The removal of all flowers and fruit parts whether dead or alive. 10.4 The use of climbing spurs or spike shoes in the act of pruning trees is prohibited, excepting palms that are more than sixty -five (65) feet in height. 10.5 Palms, especially, the Canary Island Date Palm (Phoenix Canariensis) trunks shall be cleaned of any weed species, The immediate area below the green fronds shall be trimmed to a symmetrical (pineapple) appearance. The shape shall not exceed a minimum of forty -eight (48) inches or a maximum of sixty- (60) inches length below the green fronds. The trunk when pruning operations are complete shall be left in a clean, unscathed appearance throughout the entire length of the palm trunk. Canary Island date palms shall be pruned using a sterilized handsaw. The handsaw must be cleaned and sterilized before and after pruning each tree. 10.6 All volunteer palm seedlings must be removed that are growing within the streets, parkways, or setback dedicated areas. IL0 UNACCEPTABLE PRUNING The following procedures, or others that will result in tree decline, are not allowed (storm damage and other extenuating circumstances exempted): 11.1 Severe cutting back of all growing tips usually referred to as topping, pollarding, or hat racking. 11,2 Flush cutting where a out is made even with the surface of the trunk or limb, removing the branch collar and branch bark ridge. 11.3 Stub cutting where branch removal results in the base of branch removed protruding more than approximately one fourth (1/4) inch beyond the zone of branch collar and branch bark ridge. 11.4 Removal of a healthy main leader, for reasons other than power line clearance. 11.5 Excessive cutting or lifting that exceeds the International Society of Arboriculture or SAPRF standards. 12.0 DAMAGE TO PUBLIC OR PRIVATE PROPERTY Should any structure or property be damaged during the tree pruning operations, the persons conducting the work shall immediately notify the proper owners and an authorized SAPRF representative. Repairs to property damaged by the responsible party shall be made within forty - eight (48) hours, except utility lines, which shall be repaired the same working day. Repairs on private property shall be made in accordance with the appropriate building code under penuits issued by the City of Santa Ana. Any damage caused by the Contractors employees shall be repaired or restored by them at their expense to a condition similar or equal to that existing before such damage or injury, or they shall repair such damage in a manner acceptable to the City of Santa Ana and /or SAPRF. Special attention is drawn to sprinkler systems in City City of Santa Ana RFP 16 -063 Page 58 landscapes and the need to avoid damage. All damage to irrigation systems shall be repaired as soon as possible at Contractors expense. 13,0 WORK PERFORMED ON PRIVATE PROPERTY No SAPRF contracted tree worker shall perform work upon private property without the written consent of the property owner and an authorized SAPRF representative. 14.0 PUBLIC SAFETY AND COOPERATION All tree work shall be conducted in a manner as to cause the least possible interference with, or annoyance to others. Pedestrian and vehicular traffic shall be allowed to pass through the work areas only under conditions of safety and with as little inconvenience and delay as possible. Unless the work area is totally barricaded or otherwise kept safe, at least one worker shall serve to coordinate safe operations on the ground at all times when work operations are in progress. 14.1 Whenever larger tree sections are being cut in a treetop, which may endanger persons or property, such sections shall be secured by ropes and lowered safely to the ground in a controlled manner. 14.2 All fire hydrants, motor vaults, water and gas shut off valves, backflow devices, irrigation field controllers and similar facilities must remain accessible during the course of work. 14.3 Noise levels, resulting from tree work operations, must be kept to a minimum at all times. All tree work operations are subject to compliance with all local Noise Restrictions. Operation of tree work equipment shall not take place between the hours of 9:00 p.m. and 7:00 a.m. weekdays, or between 9:00 pm and 8:00 am on weekends (Saturday and Sunday). Emergencies are exempt from any time restrictions. 14.4 All tree work done to SAPRF trees must comply with all tree related safety requirements as stated in the safety standards ANSI Z133.1 -1994 of the American National Standards Institute, Inc. 1430 Broadway, New York, NY 10018. 15.0 SITE CLEANUP Cleanup of any debris resulting from any tree pruning operations shall be promptly and properly accomplished. The work area shall be kept safe at all times until all operations are completed. Under no circumstances shall the accumulation of debris be allowed in such a manner as to result in a hazard to the public. All debris from tree operations shall be cleaned up each day before the work crew leaves the site, unless permission is given by an authorized SAPRF representative to do otherwise. All lawn areas, parkways, streets and sidewalks shall be raked and/or blown clean, and all brush, branches, or other debris shall be removed from the site. Areas are to be left in a condition equal to or better than that which existed prior to the commencement of tree pruning operations. All cuttings, branches, wood chips and other debris shall be cleared from the site and disposed of by the Contractor. The Contractor shall obtain permits required for this purpose. Disposal expenses will be the Contractor's responsibility. Debris, such as wood chips, shall be left on property only at the direct and specific request of the owner and an authorized. SAPRF representative. Firewood four (4) inches diameter or larger will be left at the work location in a safe manner, unless the wood is not usable as firewood. All firewood to be removed (wood four (4) inches of diameter or larger) must be authorized by an SAPRF representative. City of Santa Ana RFP 16 -063 Page 59 25xiibJ3 160 TIME FOR COMPLETION If awarded this project, the Contractor agrees to complete the work within the time parameters jointly agreed upon by the City, SAPRF, and the Contractor prior to work commencement, unless specific time deadlines are specified elsewhere in these specifications. Once the work has commenced, the Contractor shall diligently prosecute the same to completion. 17.0 PAYMENTS WITHHELD /PENALTIES Should the Contractor fail to finish the work as agreed upon in these specifications the Contractor shall be charged by SAPRF penalties in the amount of five hundred dollars ($500.00) for each calendar day that the work remains incomplete beyond the dates specified. Any amount so charged shall be deducted by the SAPRF from any monies which otherwise are or become payable to the Contractor. In case all the work called for is not completed in all parts and requirements within the time specified, the SAPRF shall have the right to grant or deny an extension of time for completion, as may be seen best to serve the interests of the SAPRR The Contractor shall not be assessed with penalties during the delay in the completion of the work caused be acts of God or of the Public Enemy, acts of the State, floods, epidemics, quarantine, restrictions, strikes, or unusually severe weather. The SAPRF representative will ascertain the facts and the extent of the delay, and their findings thereon shall be final and conclusive. 18.0 SUBCONTRACTORS Subcontractors are not allowed without written approval from the City. Subcontractors used in the performance of this project shall be listed in the Contractors Bid Proposal. Subcontractors shall be properly licensed by the State of California as a contractor to perform work of this specialty and hold a valid business permit and certificate of insurance with the City of Santa Ana. Should any subcontractor fail to perform the work undertaken by him to the satisfaction of the SAPRF, said subcontractor shall be removed immediately from the project upon the request of the SAPRF and shall not again be employed on the project. The Contractor shall be held liable for the correction of any deficient work. 14.0 ADDITIONS AND /OR DELETIONS OF WORD. The SAPRF representative reserves the right to add and/or delete tree work on this project as deemed necessary and in the best interest of the SAPRF. Additions and /or deletions shall be made at the unit price accepted by SAPRF upon award of contract. 20.0 INSPECTIONS An authorized SAPRF representative will inspect the work performed by the contractor to insure completion of the pruning in accordance with SAPRF Pruning specifications. Should more than two (2) inspections be required on trees needing additional work, the contractor will be billed for SAPRF staff time. City of Santa Ana RFP 16 -063 Page 60 APPENDIX ATTACHMENT 6: MAP City of -Santa Ana RPP 16 -063 Page 61 2pxi i bj5 APPENDIX ATTACHMENT 7: APPROVED EQUIPMENT The purpose of this specification is to assure that all maintenance equipment used in the agreement is appropriate for the performance of the work specified, is well maintained and in safe condition for the operators. The Director has the authority direct the Contractor to remove a piece of equipment deemed unsafe, not in top mechanical condition, performing unsatisfactorily or for any reason deemed necessary. All equipment shall be maintained, at the least, to the manufacturer's requirements or specifications. The Contractor shall possess and maintain the following equipment, or approved equals, for the duration of the agreement. The Contractor shall also show that they have back -up equipment or can acquire back -up equipment within 12 hours from the time a piece of equipment fails due to breaks down and/or is directed to be removed due to it being unsafe and /or is performing unsatisfactorily: Mowers 1. Kubota L5060 tractors equipped with turf type tires and tractor powered Trimax ProCutS3 -237 91" rotary mowers for priority large turf. 2, Kubota L5060 tractors equipped with turf type tires and tractor powered Trimax Proci tS3 -178 69 "rotary detail mowers for priority turf areas between trees and other site amenities 3. Walk- behind Reel Mower — Jacobsen Eclipse2 reel mower along skinned infield brickdust areas, turf infields, turf infield foul areas, soccer /football fields, soccer /football out of bound areas and pitches. Turf Sweeper — Toro Rake -O -Vac sweeper 4.75 cubic yard capacity. Turf Verticut Units -- Kesmac 5 Gang Vertical Mower with blades 1.25" to 1.5" spacing apart. Aerator — AerWay 3 -Point Hitch 75" wide Aerator using Shattertine blades. The aerator shall have all blades intact and not be any less than 6" in length in order to achieve 6" penetration into the soil, Top Dress Turf Tender — Turfco Mete- R- MaticO XL 60.75 cubic foot Topdresser. Turf Slit Seeder — Land Pride OS 1572 Solid Stand Overseeder. Boom Sprayer — John Deere HD200 SelectSpray three -way folding 15/21 ft. spray boom fitted on John Deere 24 HP Pro Gator utility vehicle. Pressure Washer — Landa VNG Series Hot Water Pressure Washer (Electric Powered/Natural Gas Heater) City of Santa Ana RFP 16 -063 Page 62 May 23, 2015 ADDENDUM NO.1 REQUEST FOR PROPOSAL FOR LANDSCAPE MAINTENANCE (DISTRICT A) RFP REFERENCE NO: 16 -063 DATE DUE: June 1, 2016, 5:00pm Notice is hereby given that the City of Santa Ana, Parks, Recreation and Community Services Agency has made certain modifications, additions, and /or deletions, in the specifications to RFP NO: 16.063 FOR LANDSCAPE MAINTENANCE (DISTRICT A). This addendum shall become a part of the original Request for Proposal due by 5:00 p.m. on June 1, 2016. (please provide yourself plenty of time to submit the proposal to allow for parking time, navigating the civic center area and accessing the building) This addendum is provided in response to comments made and questions asked through May 23, 2016. 1) Page 19, item 5. 1, Tree Service shall include the following paragraphs: "All trees below 15' shall be pruned four times per year (first week in January, April, July, and October) using hand shears and toppers. Cyads and Palms shall be fertilized two times per year (first week of March and September)." 2) Page 21, item 7.0, General Maintenance and Clean -Up shall include the following: "All pedestrian hardscape areas, including by not limited to grandstand bleachers, ramps, tunnels and sidewalks shall be blown and/or swept clean Monday through Sunday. All site amenities, including but not limited to, signage, benches, hand railing, electrical boxes, public telephones, newspapers machines, cigarette urns, light bollards, etc... shall be completely wiped clean with a germicidal cleanser and polished continuously as stains and dust appear. All cigarette urns shall be sifted Monday, Wednesday and Friday. The sand in the cigarette urns shall be fresh and leveled. Contractor shall replace cigarette urns sand with #20 white silica sand as needed to maintain a clean, debris free appearance. Grandstand bleachers shall be inspected continuously and wiped clean as stains and dust appear." 3) Page 23 second paragraph, last sentence, the following sentence shall be deleted: "Contractor shall also pressure wash around park restrooms" 4) Page 51 item 3, Annual color planting and maintenance specifications shall be deleted rQI _.1 • Questions received Question: "Are turf renovations part of the scope ?" Answer: Per page 14 of the RFP, the contractor shall perform turf renovation. Question: "Is aeration part of the scope ?" Answer: Per page 14 of the RFP, the contractor shall perform turf aeration. Question: "What is the process for moving people in order to mow ?" Answer: The contractor is responsible for moving people from turf to perform mowing. If people are unwilling to move, please contact the project manager, Question: "When is mowing currently occurring ?" Answer: Mowing is currently done on Tuesdays. Question: "Is the contractor responsible for event trash ?" Answer: The contractor is responsible for event trash during and after the events. Question: "Is the contractor responsible for stadium clean up after an event ?" Answer: The contractor is responsible for event trash during and after the events. Question: "What is the current contract amount ?" Answer: The current contract is for $222,252, but the recommendation is for the proposer to submit a proposal based on an evaluation of this RFR Qnestion: "How many staff are currently used ?" Answer: The city does not monitor the number of staff on the job. This is a performance based contract and the contractor is expected to have sufficient staffing to perform the service requested. Question: "Is irrigation maintenance included" Answer: Per page 15 and 23 of the RFP, the contractor shall perform irrigation maintenance. Question: "Is there a maximum number of pages the proposal submittal should contain" Answer: Proposals should be a maximum of 30 pages total, including cover letter, certifications, fee schedule, etc. Question: "Is the listed equipment required ?" Answer: Contractor is required to comply with the specifications of the RFP. Question: "Is the contractor responsible for additional clean up after soccer games ?" Answer: The contractor is not responsible for additional clean up after small games. Question: `9s there a schedule of events at the stadium ?" Answer: Events are based on when reservations are made and schedules may vary from year to year. For your reference, information from the 2015 football season and a couple of other large events is shown below, March 19 -21 & 23 NCAA College Lacrosse Games June 5 _ v � Commencement Ceremo� .Tune 15 -19 Graduations FOOTBALLSEASON *Z Friday Santa Ana HS - -• -• -- Bolsa Grande 7pm 3 Saturday SAC --- --- Saddleback 6pm 1 000 9 Friday Santa Ana HS - - - - - -- Loara 7pm 1,000 10 Saturday SAC - - - - - -- Chaffey College ipm 700 *16 FRIDAY Meter Del - - - - - -- St John Bosco 7pm 5,000 17 Friday SA Sun Devils - -• - -•- TBA lst game @9am -Last 1,500 game @ 7pm 23 Friday Mater Del Servlte 7pm 9,000 30 Friday Santa Ana HS - - - - - -- Westminster 7pm 1000 31 Saturday SAC Westminster 1ptn 700 6 Friday Saddleback - - - - - -- 7 Saturday SA Sun Devils - - - - - -- 19 Saturday SAC - - - - -- 3 Estancia 7pm TBA 1st game @ 9am -last dame @ 7pm Palomar fpm 3,000 1,500 700 Question: Is an agronomic plan available ?" Answer: Attached at the end of the addendum. 4 pyi POOP AD �iwal s8ae'bag m s ql E' ,Ny �aazFQ>aad ,gy � •b @ � aoal�yaaJ a�Ff f° q1 /N ds /alas sSYg •bog ql `JOZI Wad .h4 aam}saJ q JO of /N ti 'g dS /alo8 dS w m q ails iii m s8ea •bag .. q[ P_ "Onw0d m •b aezlbJraJ M1 4 ° w JO ql /N 0 g ds Wary Ja4i d aJis ci eO U � iii May 26, 2015 . ADDENDUM NO.2 REQUEST FOR PROPOSAL FOR LANDSCAPE MAINTENANCE (DISTRICT A) RFP REFERENCE NO: 16 -063 DATE DUE: June 1, 2016, S :00pm Notice is hereby given that the City of Santa Ana, Parks, Recreation and Community Services Agency has made certain modifications, additions, and/or deletions, in the specifications to RFP NO: I.6 -063 FOR LANDSCAPE MAINTENANCE (DISTRICT A). This addendum shall become a part of the original Request for Proposal due by 5:00 p.m. on June 1, 2016. (please provide yourself plenty of time to submit the proposal to allow for parking time, navigating the civic center area and accessing the building) Map of District A Attached r EXI -IIBIT B 1. d om rn° C$ p, tl d LL Vy x. W O � y � Q 4 EL i f rA O.,c irc ,0 u V w^ bU� Z didy t3 ry tEi T pp U . d � ., S y� �� N O y a �yy a TA to N d W a sry d ° o wd b v o > ^n. n p � 5 v W 'S7 W O N U R � Ci o 'c uw 0 a E d O G f M Z LU w f. 6 a d x 0 0 4 tC �n a poo 4 ri ro �i m N N N ° p p O ' M m w rn N ru ut M w c r ° w uor U N N N w � G y t� rn N b lP rn bb yS q h m .y �o Ci l3 N N q� p d p p 0 m p °• o U ut to m o m L� C1 N N � rn N rl N p p p [} p b ti A ut b u M ui M � iK ry y b o p b p o ut u� o y y N h N N N p p v ra `n rn O N N N a 0 a w � H N uw 0 a E d O G f M Z LU w f. 6 a d x 0 0 4 tC �n a � \ ( � \� \ Al � .i ( j u ] i| ] �| ] �| ] \ ] I ] , {] , |] ,]] �. } } {/ ( / M (a2+ ) \ \ \) \ / \ ;. )� 4 ) ) a ,\ \\ IL \2 \� / } ƒ\ \\((\\ \\ } }{ 75 )} " t zt ta® } } {/ ( / M (a2+ ) \ \ \) \ / \ ;. )� 4 ) ) a ,\ \\ IL \2 \� / REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2015 TITLE; AGREEMENT AMENDMENT WITH SUPERIOR PROPERTY SERVICES FOR PRESSURE WASHING SERVICES FOR CITY EVENTS {STRATEGIC PLAN NO. 6, 113} CITY MA GER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: As Recommended E] As Amended El Ordinance on 15i Reading ED Ordinance on 2nd Reading ® Implementing Resolution E7 Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a fourth amendment to the agreement with Superior Property Services for pressure washing services to increase the base services amount by $20,000 to a base agreement amount of $98,861.96 for additional pressure washing services after city events and adjust the contingency from a rate of$10,000 to 20% of the contract in the amount of $19,772.39, for a new total annual amount of $118,634.35, for the periods of May 1, 2016 to December 31, 2016 and January 1, 2017 to December 31, 2017, subject to non - substantive changes approved by the City Manager and the City Attorney. DISCUSSION On October 15, 2012, a Request for Proposals was issued for providing hardscape pressure washing services in the Civic Center. On December 17, 2012, the City Council awarded a five - year contract to Superior Property Services in the amount of $57,950. In November 2014, the scope of service was increased to include additional days and areas of service. The costs new base services amount became $78,861.96. Throughout the year, the Parks, Recreation and Community Services Agency ( PRCSA) hosts various events, such as the Fiestas Patrias and Cinco de Mayo events, which require pressure washing after the event to maintain a clean area. PRCSA is requesting an increase to the existing five year agreement with Superior Property Services by $20,000, to a new total base contract amount of $98,861.96 and adjust the contingency from a rate of $10,000 to a 20% contingency in the amount of $19,772.39 for a total annual amount of $118,634.35 (the contingency amount for the period January though June 2016 will be prorated between the two rates (January to April, $3,333.33 and May to June, $4,628.73) to provide pressure washing services for the areas where events are held and to add more pressure washing coverage in the Civic Center area. 25E -1 Agreement Amendment with Superior Property Services June 21, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 - Community Facilitie s Objective #1 (Establish and maintain a Community Investment Plan for all City B (Equitably maintain existing streets and associated assets in a state of good clean, safe and aesthetically pleasing for all users). FISCAL IMPACT Funds are available in the following accounts for the specified fiscal years: & Infrastructure, assets), Strategy repair so they are Accounting Unit FY15/16 FY 16/17 FY 17/18 Recreation (no. 01113230- 62300) $10,000.00 $20,000.00 $10,000.00 Civic Center (no. 07413250 - 62320) $47,393.04 $98,635.35 $49,317.15 Total $57,393.04 $118,635.35 $59,317.15 , "t, � Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency Exhibit: Fourth Agreement Amendment APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance and Management Services Agency 25E -2 FOURTH AMENDMENT TO AGREEMENT FOR PROVISION OF PAVEMENT CLEANING SERVICES THIS FOURTH AMENDMENT to the above - referenced agreement is entered into on June 21, 2016 by and between Superior Property Services, Inc., a California corporation ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. The parties entered into Agreement #A -2012 -248, dated January 1, 2013 ( "Agreement "), by which Contractor agreed to provide hardscape pressure washing services at various City -owned properties. B. On November 18, 2014, the parties executed a First Amendment to Agreement #A- 2014 -296, by which the original scope of services was expanded and the total annual compensation was increased to pay for the additional services, The total annual compensation includes a contingency amount of $10,000. C, On May 14, 2015, the parties executed a Second Amendment to Agreement #A -2015 -095, by which the contingency amount for the period of January 1, 2015 through December 31, 2015 was increased by $8,000 and the obligation imposed on the Contractor to use reclaimed water in the performance of its services. D. On October 20, 2015, the parties executed a Third Amendment to Agreement #A -2015 -234, by which the contingency amount for the period of January 1, 2015 through December 31, 2015 was further increased by $8,250. E. The term of the Agreement is for a period of five years, from January 1, 2013 through December 31, 2017, and the Agreement remains in effect. F. The parties wish to Rather amend the Agreement to provide additional funds for pressure washing services following major City - sponsored events in 2016 and 2017, such as Cinco de Mayo and Fiestas Patrias, and to replenish and increase the annual contingency for these calendar years. The Parties therefore agree: 1. Section 2, Compensation, is farther amended to include, each for the period of May 1, 2016 through December 31, 2016 and January 1, 2017 through December 31, 2017, an additional $20,000 for pressure washing services as may be directed by the City plus additional contingency funds for each period such that the total annual amount to be expended during each period shall not exceed $118,634.35. 2. Except as modified by this Fourth Amendment, and all prior Amendments, all terms and conditions of the Agreement shall remain in full force and effect, IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA MARIA D, HDIZAR DAVID CAVAZOS Clerk of the Council City Manager signatures follow on next page -- Page 1 of 2 I t APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: JOHFUNK Assistant City Attorney RECOMMENDED FOR APPROVAL Gerardo Monet Executive Director, Parks, Recreation, and Community Services Agency Page 2 of 2 2FSEL4 CONTRACTOR Name: Title: REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AGREEMENT WITH SANDWOOD ENTERPRISES, INC. FOR SALVAGE AND DEMOLITION SERVICES AT 710, 714 AND 720 EAST SIXTH STREET {STRATEGIC PLAN NO. 5, 4A} ` < "/ CITY MAN RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 0900 _ k ❑ As Recommended ❑ As Amended ❑ Ordinance on 1e' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to award and execute an agreement with Sandwood Enterprises, Inc. to provide salvage and demolition services during the period of July 1, 2016 through December 31, 2016, in an amount not to exceed $45,000 which includes a $9,000 contingency for authorized change orders, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 19, 2016, City Council approved an ordinance approving Amendment Application No. 2015 -02 to rezone three properties from Urban Neighborhood -2 (UN -2) to Open Space (OS) at 710, 714 and 720 East Sixth Street. City Council also approved a Substantial Amendment allocating Community Development Block Grant (CDBG) funds to the acquisition of the same three parcels located on 6t" Street in the Station District with the intention of future construction of a public park within the central section of the city. The proposed park, in conjunction with another parcel at Raitt and Myrtle Streets, will assist in mitigating the loss of 2.6 acres of public park land at Centennial Park, which is being used by the Rancho Santiago Community College District for educational purposes. The three properties, originally owned by the Housing Authority of the City of Santa Ana, were sold to the City of Santa Ana with City Council approval on April 5, 2016 for the development of a neighborhood park. Currently, three unoccupied, deteriorating, and boarded homes are located on the properties which City staff monitors regularly due to vandalism, unauthorized persons on the property, and other safety concerns. The homes on these parcels may be demolished, in accordance with the Settlement Agreement with the Friends of Lacy Historic Neighborhood ( "Settlement Agreement "), once the City formally designates the parcels for park /open space uses, which was completed in January 2016. 25F -1 Agreement with Sandwood Enterprises, Inc. for Salvage and Demolition Services June 21, 2016 Page 2 The City released a Request for Proposals (RFP) to obtain a qualified contractor to assist in the salvage and demolition of the three parcels in order to clear and prepare the properties for the construction of the neighborhood park. The RFP was released on April 12, 2016 with proposals due May 12, 2016. A mandatory job walk was held on April 25, 2016 for all interested bidders and eight firms attended. Three proposals were received by the deadline on May 12, 2016, which were reviewed by a review panel composed of City staff from Public Works and the Community Development Agency. Based on the contractor's qualifications and submittal, the average scores of the three proposals are as follows: Rank Average Score Firm Bid Amount 1 94 Sandwood Enterprises, Inc. $36,000 2 82 T -9 Enterprises, Inc. $46,277 3 0* American Wrecking, Inc. $70,700 The proposal submitted by American Wrecking, Inc. was considered non - responsive due to missing required documentation. Sandwood Enterprises, Inc. was selected to best meet the needs at the most reasonable rate. The awarded contract is based on the proposed bid amount of $36,000 plus a $9,000 contingency for authorized change orders. In accordance with the Settlement Agreement and the former Community Redevelopment Agency's (RDA) salvage process, the City will follow the more stringent process for conducting salvage prior to demolition of any residential structure. On May 19, 2016, the City sent a notice to the Santa Ana Historic Preservation Society notifying of the salvage process to occur in July 2016. The City will allow for architectural inspection by the Santa Ana Historic Preservation Society to identify salvageable items, which will be followed by salvage of items within a set timeframe. The former RDA completed a Replacement Housing Plan for each of the properties, which were approved by the RDA Board through the adoption of Resolution No. CRA 2007 -005 (720 E. Sixth Street and 710 E. Sixth Street) and Resolution No. CRA 2009 -012 (714 E. Sixth Street). The replacement housing for each of these properties have since been executed and fulfilled under the former Redevelopment Agency. Thus, the City has no replacement housing obligation for these properties. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #5 - Community Health, Livability, Engagement and Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy #A (Support the design and construction of parks to provide increased open space and opportunities for recreation throughout the city, construct the Roosevelt Walker Park and Community Center, and develop concepts and proposals for the Library Park in Civic Center and Centennial Santa Ana River Eco- Park). 25F -2 Agreement with Sandwood Enterprises, Inc. for Salvage and Demolition Services June 21, 2016 Page 3 FISCAL IMPACT Funds in the amount of $45,000 will be available in the Fiscal Year 2016 -17 budget upon adoption of the annual budget in the Community Development Block Grant Programs, Improvements Other Than Building account no. (13518783- 66220). Robert C. Cdrtz Special Assistant to the City Manager City Manager's Office NV /JB Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: �rancisco Gutierrez Cl-V Executive Director Finance and Management Services Agency 25F -3 25F -4 CONTRACTOR AGREEMENT THIS AGREEMENT is made and entered into this 21 st day of June, 2016, by and between Sandwood Enterprises, Inc., a California Corporation (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). ZxyYi_11' A. The City desires to retain a contractor having special skill and knowledge in the field of demolition and clearing of single family dwellings. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Contractor shall perform those services as set forth in Exhibit A to this Agreement. The scope of services shall be in compliance with Proposal Submitted in response to the City's Request for Proposal, attached hereto as Exhibit B. 2, COMPENSATION City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit C. The total sum to be expended under this Agreement shall not exceed $36,000 during the term of this Agreement. The project budget allows for contingency /additional funds, supported by adequately documented approved change orders, in the amount of $9,000.00, to ensure project completion, for a potential total amount not to exceed $45,000. Payment by City shall be made upon completion of the scope of services. City shall retain ten percent (10 %) from the payment. The retain amount shall be paid to the Contractor thirty -five (35) days after completion of the scope of service. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate 30 days after the notice to proceed provided to Contractor by City, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, at seq., as well as California Code of Regulations, Title 8, Section 16000, at 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 Cr7 part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall rot be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 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: Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit D upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Contractor has any employees, is required to be 25F -6 insured against liability for worker's compensation or to undertake self-insurance. Prior to-commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. [Section reserved] e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above In full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. 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 death, 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 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters 25F -7 patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. 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. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Executive Director — City of Santa Ana 20 Civic Center Plaza (M -) P,O. Box 1988 25F -8 and To Contractor: Santa Ana, California 92702 Fax 714- 647- City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.Q. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 Jason Vos Sandwood Enterprises, Inc. 2424 N. Batavia Orange, CA 92865 714 - 637.2032 Fax 714 - 637 -5378 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. 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. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25F -9 a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. DEBARMENT To protect the public interest and ensure the integrity of Federal programs, City may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension ". See also 24 CFR 570.609. Contractor must review and sign Exhibit E "Debarment ", which is attached hereto and incorporated herein by this reference. Contractor shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of Contractor shall be reported immediately to City. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25F -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sol, city By: " Ryan RECOMMENDED FOR APPROVAL: ROBERT CORTEZ Special Assistant to the City Manager Community Development Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager CONTRACTOR Jason Vos President Tax ID# 25F -11 EXHIBIT A SCOPE OF SERVICES 25F -12 - - - -�- EXHIBIT A -SCOPE OP WORK PROJECT NAME: Demolition of Three Single - Family Dwellings PROJECT LOCATION: 710, 714 and 720 E. 61h Street, Santa Ana, CA 92701 OWNER: City of Santa Ana Contact: Ray Lirette (714) 667 -2256 GENERAL CONDITIONS 1. CONTRACTOR is responsible for obtaining all required permits. Permits fees will be paid by the City of Santa Ana. 2. CONTRACTOR is responsible for contact Dig Alert prior to commencing the demolition. 3. CONTRACTOR shall comply with all applicable SCAQMD Rules and Regulations. 4. CONTRACTOR shall execute the work in accordance with the safety provisions of applicable laws and the building codes including but not limited to Title 8, CCR Section 1529.Asbestos and 1632.1.Lead. 5. CONTRACTOR shall be responsible for any damages to property and /or Injuries to persons as a result of their execution of the work. 6. CONTRACTOR shall protect all surrounding material, equipment, furnishings from damage during the course of the work. CONTRACTOR shall (at their own time and expense) repair and /or replace any materials, equipment and furnishings that are damaged as a result of their execution of the work. 7. CONTRACTOR Is responsible for obtaining any required permits and for paying any required fees. EQUIPMENT EMISSIONS STANDARDS CONTRACTOR is responsible for ensuring that all on -site construction equipment meets EPA Tier 2 or higher emissions standards according to the following: All off -road diesel- powered construction equipment greater than 50 hp shall meet Tier 2 off -road emissions standards. In addition, all construction equipment shall be outfitted with best available control technology ( "BACT") devices certified by the California Air Resources Board ("CARIB"), Any emissions control device used by the CONTRACTOR shall achieve emissions reductions that are no less than what could be achieved by a Level 2 or Level 3 diesel emissions control strategy for a similarly sized engine as defined by CARB regulations. HAZARDOUS MATERIALS CONTRACTOR is responsible for thoroughly examining the lead and asbestos attached as Attachment A and Attachment A2. CONTRACTOR assumes full responsibility for compliance with all federal, state and local regulations regarding the removal and disposal of all hazardous materials. 'S SIGNATURE DATE S Itzl 16 must be signed and included in the proposal. Proposals that do not contain this document will be non - responsive and rejected. City of Santa Ana Request for Proposals — Demolition of Three Single- Family Dwellings Page 8 25F -13 RECYCLING Construction and demolition waste is the largest source of trash in the United States. CONTRACTOR is responsible for recycling materials including (but not limited to) wood, lumber, steel, all metal, concrete and masonry. GRADING CONTRACTOR is responsible for grading the site so that it is relatively level and so that it drains away from adjacent properties and public sidewalks. UTILITIES Utilities shall be properly capped at the property line and inspected by the City's Building Department. 710 E. 61" Street APN #: 396- 334 -03 Lot Size: 50' wide by 125' deep (6,250 SF) Description: Single Family Residence (Approx. 1,366 SF) Detached Two -Car Garage (Approx. 500 SF) CONTRACTOR shall furnish all labor, material and equipment to demolish and remove the dwelling and detached garage; all flatwork, landscaping and fencing except as noted below. Item includes the removal of all foundations and footings, and all underground utilities to the property line. CONTRACTOR shall preserve the chain link fencing and gate located along the north property line and the chain link fencing located along the west property line. 714 E. 6" Street APN #: 396. 334 -04 Lot Size: 50' wide by 125' deep (6,250 SF) Description: Single Family Residence (Approx. 913 SF) Detached Single -Car Garage (Approx. 200 SF) SALVAGE - PRIOR TO DEMOLITION In accordance with the Settlement Agreemenj, dated April 16, 2011, by and between the City of Santa Ana and the Friends of Lacy Historic Neighborhood, an architectural inspection of the property was performed by the Santa Ana Historical Preservation Society. The following items were identified for salvage: picture rail (throughout), window and door hardware (throughout), walled -in pocket door, and the window weights. CONTRATOR is responsible for carefully removing and preserving all of the items described above prior to SIGNATURE 5112_1 DATE A must be signed and included in the proposal Proposals that do not contain this document will be =red non - responsive and rejected. City of Santa Ana Request for Proposals - Demolition of Three Single - Family Dwellings Page 9 25F -14 CONTRACTOR shall furnish all labor, material and equipment to demolish and remove the dwelling and detached garage; all flatwork, landscaping, block walls and fencing except as noted below. Item includes the removal of all foundations and footings, and all underground utilities, CONTRACTOR shall preserve the chain link fencing and the gate located along the north property. 720 E. 8`h Street APN #: 398 - 334 -05 Lot Size: 50' wide by 125' deep (8,250 SF) Description: Single Family Residence (Approx. 1050 SF) California Basement Detached Single -Car Garage (Approx. 325 SF) SALVAGE - PRIOR TO DEMOLITION In accordance with the Settlement Agreement, dated April 18, 2011, by and between the City of Santa Ana and the Friends of Lacy Historic Neighborhood, an architectural inspection of the property was performed by the Santa Ana Historical Preservation Society. The following items were identified for salvage: two (2) exterior doors, floor registers, pocket doors and casing, picture rail (throughout), window and door hardware (throughout), dining room built -in, 5 -panel door and hardware, three (3) front porch pillars, and the window weights. The Santa Ana Historical will be given an opportunity to revisit the property to verify the Items for salvage. CONTRATOR is responsible for carefully removing and preserving all of the items described above prior to demolition. CONTRACTOR shall furnish all labor, material and equipment to demolish and remove the dwelling and detached garage, all flatwork, landscaping, block walls and fencing except as noted below. Item includes the removal of all foundations and footings, and all underground utilities. CONTRACTOR shall preserve the chain link fencing and the gate located along the north property and the chain link fencing and gate located along the east property line. DATE must be signed and included in the proposal, Proposals that do not contain this document will be d non - responsive and rejected. A j City of Santa Ana Request for Proposals — Demolition of Three Single- Family Dwellings Page 10 25F -15 EXHIBIT B — PHOTOGRAPHS 710 E. 6"' Street 714 E. 6'h Street City of Santa Ana Request for Proposals - Demolition of Three Single-Family Dwellings Page 11 25F -16 720 E. 6" Street r City of Santa Ana Request for Proposals — Demolition of Three Single - Family Dwellings Page 22 25F -17 The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not limited to, the following: employment, upgrading, demotions, or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided selling forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 1 The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreements or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor complies with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor, 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and order of the Secretary of Labor, or pursuant thereto, and will permit access to his/ her hooks, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event the Contractor's non - compliance with the non-discrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended In whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction/ services contracts In accordance with procedures authorized In Executive Orders 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence Immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) In every subcontract or Purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor Issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved In, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter such litigation to protect the interests of the United States. 6. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, no discrimination shall be made in the employment of persons because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter, This document must be completed and included in the proposal. Proposals that do not contain this document will be considered non - responsive and rejected. City of Santa Ana Request for proposals — Demolition of Three Single - Family Dwellings Page 13 25F -18 I hereby assert that the proposal my firm submitted for the above - referenced services was prepared with the knowledge that this project is subject to the prevailing wage provisions of the California Labor Code, as determined by the Director of Industrial Relations of the State of California, and that it Is also subject to the prevailing wage provisions of the Davis -Bacon Act, as determined by the United States Department of Labor. In the event that there is a conflict between the state and federal prevailing wage determination, the higher of the two rage rates must be paid, If awarded the contract for this work, I will be required to prepare and maintain all documentation necessary to comply with the prevailing wage requirements of the California Labor Code and the United States Department of Labor. Signature: Printed Name:_ Title: , eee ,ear y Date: !�-- l2-- t k1 Firm;av,esr1�erv1 SAS,xtiC State Contractor's License No. And Class: k_�- C`�C-�-c�C.� ti Expiration Date: :1 3: t This document must be completed and included in the proposal. Proposals that do not contain this document will be considered non - responsive and rejected, City of Santa Ana Request for Proposals — Demolition of Three Single - Family Dwellings Page 14 25F -19 BIDDER does not propose to subcontract the work. BIDDER proposes to subcontract certain portions of the work to the individuals / firms listed below, TYPE E \jo_s / 1Y5 �.., C� "•. +r" Y tSr?S, — A.ut4� Name of Individual / Firm Submittina Bid Printed Name/ Title Date This document must be completed and included in the proposal, Proposals that do not contain this document will be considered non - responsive and rejected. City of Santa Ana Request for Proposals— Demolition of Three Single - Family Dwellings Page 15 25F -20 TYPE OF WORK: ADDRESS: LICENSE M PHONE: } TYPE E \jo_s / 1Y5 �.., C� "•. +r" Y tSr?S, — A.ut4� Name of Individual / Firm Submittina Bid Printed Name/ Title Date This document must be completed and included in the proposal, Proposals that do not contain this document will be considered non - responsive and rejected. City of Santa Ana Request for Proposals— Demolition of Three Single - Family Dwellings Page 15 25F -20 t� "OCeStiG�2✓� W� ontt7s �lCeaYCTQC -t-on 1 0 - ,, I Lb.,.4om-e -Y' City of Santa Ana Request for Proposals — Demolition of Three Single - Family Dwellings 25F -21 List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pa es If reaulred for additional references. The City reserves the right to contact each of the references listed for additional Information regarding your firm's qualifications. Reference No, i 1 Customer Name: �c L _ Contract Individual: Address: fir, t , �, ,,Phone Number: 2 2. Facsimile Number: Contract Amount: t�iS �C Year: Description of supplies, equipment, or services provided; Reference No. 2 Customer Name: V 4 nytC, - Contract Individual: Address:, y_ Phone Number: 1nCy Via¢�2� 1 Facsimile Number: Contract Amount: -4 1 17y ,— Year: ply Description of supplies, equipment, or services provided: Reference No. 3 Customer Name: 7�_C_, LC x es Contract Individual Address: , �1 (�r,ee t Phone Number: D,ct �_ 012R� Facsimile Number: iAA _ 14ll ()(_ Contract Amount: A 2_I o , nm ; -- Year: Description of supplies, equipment, or services provided:a This document must be completed and included in the proposal Proposals that do not contain this will be considered non - responsive and rejected. "I City of Santa Ana Request for Proposals — Demolition of Three Single - Family Dwellings Page 16 25F -22 Each proposal shall contain a project schedule showing the proposed timeline from beginning to end, Said schedule must be signed by the offeror. Include printed name, title and date. Pr000sals that do not contain a project schedule will be considered noo- responsive and reiected. �h av�xk r7 h ruc"rc� c�� G��sl c v.s� re vv t�J� Ca._s��cJ ( Car�ece� N ? �Vo X ltd — \14 Ao- City of Santa Ana Request for Proposals — Demolition of Three Single- Family Dwellings Page 17 25F -23 " VN/\Z,, 0—k C C av�xk r7 h ruc"rc� c�� G��sl c v.s� re vv t�J� Ca._s��cJ ( Car�ece� N ? �Vo X ltd — \14 Ao- City of Santa Ana Request for Proposals — Demolition of Three Single- Family Dwellings Page 17 25F -23 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA: In accordance with Title 23 United State Code Section 112 and Public Contract Code 7106 the PROPOSER declares that this bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the PROPOSER has not directly or Indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not In any manner, directly or indirectly, sought by agreement, communication or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company associations, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non - collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of _ Subscribed and sworn to (or affirmed) before me on this day of ti 20 1 Jo , by `F /© proved to me on the basis of satisfactory evidence to the persons) who appeared before me. Notary Public Signature Notary Public Seal Afl &Vol Comm. #2141695 MouvgWubtk caltfornla 0=46 G� M 1680 This document must be completed and included in the proposal. Proposals that do not contain this document will be considered non - responsive and rejected. City of Santa Ana Request for Proposals- Demolition of Three Single - Family Dwellings Page 19 25F -24 ATTACHMENT Al -ASBESTOS & LEAD REPORTS S�-� ICC'_js City of Santa Ana Request for Proposals — Demolition of Three Single- Family Dwellings Page 20 25F -25 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 �sa�UTM..: �s�Y 'rnfr,i"�dS.C�.°G�'x,�:fam�c' - Tc•°;C.rnzY...- r- ;.•.: =,;rasss:F_es"i•3�rrbrc c.�r- orr.�+.tvs<,�a:rS�:¢i A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of _ San Mateo _� ) On May 2, 2016 before me, _ Soy Wong, Notary Public Date Here Insert Name and Title of the Officer personally appeared David K. Mahler Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. S0V WONG Commission 2951554 g Notary Public Californla z Si nature San Maleo County _4Signre of Notary Public ' My Comm. Expires Doc 12, 2917 r't Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signers) Signer's Name: • Corporate Officer — Title(s): • Partner — 0 Limited 0 General ED Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Signer's Name: 0 Corporate Officer — Title(s): Cl Partner — 0 Limited ❑ General •individual 0 Attorney in Fact • Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: C2014 National Notary Association • www,NationalNotary.org • 1- 800 -US NOTARY (1- 800- 876.6827) Item ft5907 25F -26 149 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 SL Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004.0950 Power nr Attm-ney KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized mid existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint David F Broad and D, IC \Mahler of Druml Group Inc its true and lawful Attorney4n4inet with full authority to execute on its behalfbmids, undertakings, recd mmaces and other contracts or Indemnity and writings obligatory in the nature thereof, issued in the course of Its business and to bind the Company thereby, in nn amount not to exceed 55000,00,01 This Power or Atorney is granted and is signed and sealed by firesimile under and by lire authority of the following Resolution adopted by the Board of Directors of PI-IILADCLPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called file I" day orkly, 2011. RESOLVED: 'That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Atmmcy(s) in Fact mid authorize the Atto ncy(s) in poet to execute on behalf of fire Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to reprove, at any time, any such Attorney -in -Pact and revoke tine authority given. And, be it FURTHER RESOLVED: That the signatures of Stich officers and lire scat or the Company may, be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed mid certified by facsimile signatures and facsimile Seel still][ be valid and biding upon the Conrpaiy in the future with the respect to any bond or undertaking, to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS' AU JORIZED OFFICE THIS IOTa DAY OF JUNE 2013. (seat) Robert p. O`Lemy Jr., President & CEO Philadelphia Indemnity Insurance Company On this 10 day or June 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duty sworn said that he IN, the ttcrcht described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE.. CONIPANY; that the seal affixed to said instrument is die Corporate seal of Said Company; (list the said Corporate Seal and his signature were duty affixed. COMM FAtTanP PENMSYIV N aadad:W " aawtin oGb eMmaemV at nBM °, r MrI twu+ssp Fi intasm!cpw, i rr{°blm¢tPluu. Y eI1ry y 6� , Pofa1X0hitl1Ar6 f[ ry ' A 1 Notary Public: j— residing at: Bali Cynwyd PA (Notary Scel) My commission expires; D- U-01 18 201G I, Edward Sayage, Corporate Secretary of PI-11ADELPHIA INDEMNITY tNSURANCE COMPANY; do herby certify that Ole foregoing resolution of the Board of Directors and Ibis Power of Anomey Issued pursuant thereto on this 10111 day of June 2013 true mid correct lard are still In fall force and effect. I do forther unity that Robert D. O'Leary Jr„ who executed the Power of Attorney as President, was on the date orexeeution of the attached Power of Attorney fire duty elected President of PUILADELPHIA INDEMNITY INSURANCE COMPANY, In Testimony Whereof l have subscribed my name and al'lixed the facsi wile Seal of cacti Company tIu,4laday or ifq�r0 jk . ur Edwurd Stryago, Corporate Secretary PHILADELPHIA INDEAiNI'TI INSURANCE CONIPANY` 25F -27 BID N{ PROPOSAL BOND KNOW ALL MEN BY THESE Plq-,'SI'NIS, 'That vio. Sand\m00U Enterprises, | or Orange, CA (homivx0*, called the principal) m Principal, and PM|LADELPH|A INDEMNITY INSURANCE COMPANY. vi&its principal office ov One Bala Firm, Suite mo ill tile City or Bala C/o°'o. Pennsylvania (heni"xk^r called tile S"mly).its Surely, are hold and firmly bound unto City Vf Santa Ana o|. Santa Ana, C/\ (hereinafter called tire oN|oeu)in the penal u/moi Ton percent vrtotal amount N4 ou|n,m—_—lfflj______hnW|mm`^x"|`U`* United Smu;�furmnnuvxm./^rn|im,"m` well and truly It) botrade. o° bind v"^m}ms, our hells, executors, mimiximmmrs, successors, and assigns. THE CONDITION 0pr HIS OBLIGATION \S SUCH, that whereas. the principal has submitted the accompanying bid dated May 12, 2016 for RFP18O58 Demolition of Three Sin | Fa0U Dwellings NOW. THEREFORE, i/ the oNi:*^o|m|m«ke any axnrd (recording m the m,ms"[mio bid and the principal shall enter into a contract with said Obliges in accordance with [lie serms of said bid and give bond lot' tile Faithful performance thereof within (lie [hire zweiri,cho//ruo fare is specified within thirty (lays ^<mr the date "[ said oword�o,|N," Principal shall, it, (lie case o[ failure m* do. indemnity (lieObtigeo against any less the 8Nigec only wpler directly wising by reason ^Fsuch failure. no[ exceeding the penalty of' this bow]4 (Iran this obligation xh^xb*no| and vo@: otherwise wmomix|n pull pourcz and Vi,que. 9 igned, seated find dated: _R�lly 1. 2111 By Sandwood E h 8F David K. Mahler s-U7-/uv ����� �����8 ro z c� t� d CS I w t� w t 11' w FCC z u 1r� 1o9 j l.� 1 N 49 Cs 1 u � r �Cft C3 0 25F -29 c 0 pyC 'C L) Ice V 4— LU m y W Z 2 E, 1C. a � ro G !t� W ,Z LL } 1 M1 cl 25F -29 c 0 pyC 'C L) Ice V .` C) ti F� b 4 m N O n m y a � ro .` C) ti F� b 4 m N O 0 is I I 0 ERM.4 al 0 fO I O I'D (z 0 25F-30 E2 0 Tj LU 4e X V I a 1y ,EM C3 LU —i LU 70' z I LLI ✓ w (n z w u Ll ro I 25F-31 C ca 0 c Lli V:M am uj T P! .... .. r -I.uj . qqqq 25F-31 C ca 0 c Lli V:M am 6 Lu IffiN CD g< < .0 ro 25F-31 C ca 0 c Lli V:M am POT:IF -1119 RFP PROPOSAL 25F -32 U REQUEST FOR PROPOSALS RFP 16 -058 DEMOLITION OF THREE SINGLE- FAMILY DWELLINGS CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92701 Ray LIrette Senior Residential Construction Specialist (714) 6672256 Office (714) 667 -2225 Fax rlirette@ anta -ana ore KEY RFP DATES Issue Date: April 12, 2016 Mandatory Job Walk: April 25, 2016 Deadline to Submit BFI's: April 28, 2016 Response Posted on City Wobsite: May 2, 2016 Proposal Due Date: May 12, 2016 Projected Award Date: June 21, 2016 City of Santa Ana Request for Proposals — Demolition of Three Single - Family Dwellings Page 1 25F -33 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to demolish three single - family dwellings located at 710, 714 and 720 E, 6th Street in the City of Santa Ana. Responses to the Request for Proposals (RFP) will be accepted until May 12, 2016 at 4:00 PM. If further Information is required, contact Ray Uretto at (714) 667 -2256 or rlirette(@santa- ana,ora. MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: City of Santa Ana Community Development Agency (6" Floor) Attention: Ray Lirette 20 Civic Center Plaza, M -25 Santa Ana, CA 52701 It Is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Proposals shall be made in writing via e -mail to Ray Lirette at rliretto @santa- ana.org. The receiving tlmo at the Front Desk of the City of Santa Ana, Community Development Agency, 20 Civic Center Plaza, Santa Ana CA 92701 will be the governing time for acceptability of proposals. Late Proposals will NOT be considered and will be returned to proposer unopened. Telegraphic, electronic and facsimile proposals will not be accepted. ONLY SEALED RFP RESPONSES ARE ACC PTABLIE DO NOT EMAILRFP RESPONSES DO NOT FAX RFP RESPONSES City of Santa Ana Request for Proposals— Demolition of Three Single - Family Dwellings Page 2 25F -34 \T CITY OF SANTA ANA REQUEST FOR PROPOSALS DEMOLITION OF THREE SINGLE-FAMILY DWELLINGS w� 1 Introduction 4 2 Si o e of Work 4 3 License Requirements 4 4 Insurance Requirements 4 5 Bid Bond 4 6 Performance Bond 5 7 Non - Discrimination / E ual Em to ment O ocrtunity 5 8 HUD Section 3 - Employment Opportunities for Santa Ana Residents - 5 9 State and Federal Prevailing Wage _ _ 5 10 Mandatory ,lob Walk — 5 11 Requests for Information 5 12 List of Personnel / Subcontractors 5 13 References - -' 6 14 Project Schedule 6 15 Proposer's Statement! Fee Schedulo 6 16 Criteria for Selection 6 17 Proposal Re'ectlon 6 18 _ Acce tance and Notification 6 19 Public Records 7 20 1 Protests 7__ EXHIRITS f -'K-Ar 7 A Scope of Work 8 -10 B Photo ra hs 11.12 C _ Certification of Non_Disoriminatlon / Equal Employment Opportunity 13 D Prevailing Wage Acknowledgement 14 E List of Personnel / Subcontractors is F References 16 G Pro'ecf Schedule 17 H Proposer's Statement/ Fee Schedule 18 I 1 Non - Collusion Affidavit City of Santa Ana Request for Proposals — Demolition of Three Single - Family Dwellings Page 3 25F -35 CITY OF SANTA ANA REQUEST FOR PROPOSALS DEMOLITION OF THREE SINGLE - FAMILY DWELLINGS 1. _INTRODUCTION The City of Santa Ana is seeking a qualified demolition contractor to demolish three single- family dwellings located at 710, 714 and 720 E. 6'h Street in the City of Santa Ana. Work includes the removal of lead and asbestos containing materials. 2, SCOPE OF WORK 'The Scope of Work, attached as Exhibit A, must be signed and returned with the proposal. Proposals that do not contain the signed Scope of Work will be considered non - responsive and reiected. 3. LICENSE REQUIREMENTS • California Contractor's License — Proposers must possess a valid California Contractor's License in the classification of 0-21, Asbestos Certificate and be DOSH registered. Evidence of said license and certificate shall be included in the Proposal. Proposals that do not contain thf information wil( be considered non - responsive and reiected. City of Santa Ana Business License — The awarded individual or firm shall obtain a City of Santa Ana Business License within 10 business days of the date of the notification of award, Failure to obtain said license within the time prescribed abovg will be cause for cancellation of the award and selection of another gualffied individual Pr firm, 4. INSURANCE REQUIREMENTS Insurance certificates evidence Insurance certificates evidencing the coverage described below shall be included in the proposal. Proposals that do not contain this information will be considered non - responsive and rejected. Commercial General Liability Insurance with a combined single limit of $1,000,000 per occurrence. Successful bidder is required to add the City of Santa Ana as additional insured on a standard Commercial General Liability Policy during the course of construction (see Attachment 3), Worker's Compensation Insurance with statutory limits of not less than $1,000,000 per accident. Business Automobile Liability Insurance with a combined single limit of not less than $1,000,000 per occurrence. 5. BID BOND Each proposal shall be accompanied by a bid bond issued by a corporate surety, for an amount not less than ten percent (10 %) of the aggregate of the bid as a guarantee that the bidder will enter into the proposed contract if the same is awarded to the bidder. Said bid bond shall be valid for 90 days from the bid closing date. The signature of the bidder on the bid bond must be notarized. Pr000sals that do not contain a proper bid bond wits be considered non - responsive and rejected. City of Santa Ana Request for Proposals — Demolition of Three Single - Family Page 4 25F -36 6. PgRFORMANCE BOND Prior to execution of the Contract, the awarded individual or firm shall submit a performance bond Issued by a corporate surety properly licensed to do business In the State of California. The signature of the bldlPr on the performance bond must be notarized fahre to comply with this reaulrement wtthln 5 business days of the d gite of the n t( e of award will a cause for cancellation of thg award 9nd selection of another clualifie d individual or firm 7. NON DISCRIMINATION ! EQUAL EMPLQYM €NT OPPORTUNITY The City is an affirmative action employer. Respondents shall not discriminate In their employment with regard to race, color, religion, sex, or national origin. Qualified firms Including small businesses and businesses owned by women, minorities and disabled persons are encouraged to submit proposals, The Certification of Non - Discrimination / Equal Employment Opportunity (Exhibit B) must be completed and included In the proposal. P osals that do not contaln this document will be constdared non- responpfve and rele tqg 8. HUD SECTION 3 -EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS This project Is federally funded and subject to Section 3, a provision of the Housing and Urban Development (HUD) Act of 1966 that helps foster local economic development, neighborhood economic development, and Individual self- sufficiency. To the greatest extent possible, contractor shall solicit and advertise employment opportunities to Santa Ana residents, The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. 9, STATE AND FEDERAL PREVAILING WAGE This project Is subject to the prevailing wage provisions of the California Labor Code., as determined by the Director of Industrial Relations of the State of California. It is also subject to the prevailing wags provisions of the Davis-Bacon Art, as determined by the United States Department of Labor. When both state and federal wage laws apply, the higher of the two wage rates must be paid. A copy of the state and federal wage determinations are provided as Attachment 2. The selected firm will be required to prepare and maintain all documentation necessary to comply with the requirements the California Labor Code and the United States Department of Labor. The Prevailing Wage Acknowledgement (Exhibit C) must be completed and included in the proposal. Proposals that do not contain this document will be considered aaQ:MaQQns1ye gajLqjected. 10. MANDATORY JOB WALK The City will conduct a job walk on April 25, 2016 at 10:00 AM. Please meet at 710 E, 6°' Street, Santa Ana, CA 92701. Respondents must attend the job walk and sign the attendance sheet. Proposals submitted by respondents that farted to attend the job walk rapd sign the attendange sheet W11 be rejected. 11. REQUESTS FOR INFORMATION Requests for information (RFIs) will be accepted beginning April 28, 2016 at 12:00 PM and ending May 2, 2016 at 3:00 PM. Please email your requests to Ray Lirette at dLatteCoisanta -ana oro. All RFIs will be posted on the City's website at the same location as the RFP. 12. LIST OF PERSONNEL /SUBCONTRACTORS Each proposal shall include a list of all personnel that will be directly providing the seivi es; ncluding their experience, licenses and certificates. The attached List of Personnel / Subcontractold (ExY f it D) must be City of Santa Ana Request for Proposals — Demolition of Three Single - Family Dwellings Page 5 25F -37 completed and included in the proposal, Propos=als that do not contain t(ls dagpmant will be conpidered non- responsive and re/ected. 13. REFERENCES Each proposal shall contain a minimum of three (3) references (name, title, address and phone number) of whom the Agency may contact to verify services rendered or currently being provided, Public agency referrals are involving similar projects are preferable. The attached References (Exhibit E) must be completed and Induced In the bid. Proicosals that do not contain this document or bids contalnib informatio� subsequently proven false will be considered non- responsive and relect%L 14. PROJECTSCHEDULE Each proposal shall contain a Project Schedule (Exhibit F) showing the proposed timeline from beginning to end. Proposals that do not contain this docurnetit wili be considered non - responsive and re'e( cted. 15. PROPOSER'S STATEMENT / FEE SCHEDULE The Proposer's Statement / Fee Schedule (Exhibit G) must be completed and included in the proposal. Proposals that do not contain this document will be considered non - responsive and r tected. 16. CRITERIA FOR SELECTION An evaluation team composed of City staff will review the proposals. All proposals that contain all of the required documents and are received prior to the deadline date and time will be fully considered and rated by the evaluation team based on the following criteria: • Qualifications and Experience of Personnel - 30 Points • Fae -40 Points • Time Allocated to Services --15 Points • Client References -- 15 Points 117. PROPOSAL REJECTION The City reserves the right to reject any or all proposals and is not liable for pre- contraotual expenses. Pre - contractual expenses are defined as expenses incurred by the offeror in: (a) preparing the proposal in response to this RFP; (b) submitting that proposal to the Agency; (c) negotiating with the Agency in any manner related to this proposal; or (d) any other expenses incurred by offeror prior to date of award, if any, of the contract. Offeror shall not include any such expenses as part of the bid in response to this RFP. 18. ACCEPTANCE AND N!2TIFICATION Fallowing approval by City Council, the Agency will notify the successful individual or firm by mail of award and requested to furnish the appropriate insurance certificates and a performance band. The insurance certificates and performance bond must be submitted to the Agency no later than 15 business days after the notice of award. Failure to comoly with this recufrement may be cause for cancellation of the award After the Agency receives and approves the certificates of Insurance and performance bond the Agency and successful bidder will execute an agreement. City of Santa Ana I Request for Proposals — Demolition of Three Single - Family Dwellings Page 6 25F -38 19. PUBLIC RECORDS All responses to the RFP shall become property of the City, and proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. 20. PROOTESTS Proposers with concerns or rebuttal of any staff determination of non - responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action Is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. City of Santa Ana Request for Proposals — Demolition of Three Single- Family Dwellings Page 7 25F -39 EXHIBIT C FEE SCHEDULE (OR) RATES AND CHARGES 25F -40 Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals and I am familiar with all the existing conditions and limitations that may Impact work. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. ITEM DESCRIPTION ��� ITEM COST 1 710 E. 6 Street __............_._._.._.. — 2 714 E. 6hrStreet .___ —_ .._.._ ...............__._....._ 3 Stre._._........--- _� 720 E.6 StreeY TOTAL COST" * Total cost includes all labor, material, tools, equipment, supervision, overhead and profit. \Lt- 4a3P- z_c�3� AIL-' A&M IA' I IPATnrr This document must be completed and included in the proposal. Proposals that do not contain will be considered non - responsive and rejected. City of Santa Ana Request for Proposals - Demolition of Three Single - Family Dwellings Page 18 25F -41 EXHIBIT D ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2, With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 25F -42 EXHIBIT E DEBARMENT 25F -43 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR. Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19160 - 19211), (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance Rinds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Name and Title of Authorized Representative Signature Date EXHIBIT E Pa ' 1 of 2 2 5 -44 INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below, 2. The certification in this clause is a, material representation of fact upon which reliance was placed when this transaction was entered into. If it is later detennined that the prospective recipient of federal assistance fiords knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms 'covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations, 5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions, 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. S. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause, The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a. participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and /or debarment. EXHIBIT E �gf =45 25F -46 14*0111*alpfe • ► ► CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AGREEMENT WITH SENSIS FOR POLICE OFFICER RECRUITMENT CAMPAIGN (STRATEGIC PLAN NO. 1, 11) r CITY MANAGE RECOMMENDED ACTON CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on Ian 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 Sensis to market and advertise the Police Department's full -time Police Officer employment opportunities, for the period of June 21, 2016 through June 20, 2017, in an amount not to exceed $150,000, with the option to renew the contract for one additional year in the amount of $100,000, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On October 7, 2015, the Police Department issued a Request for Qualifications for marketing and advertising services to advertise the Police Department's full -time Police Officer employment opportunities. On October 21, 2015 the Police Department received five proposals: 1) Sensis, 2) Traffik, 3) Geary LSF, 4) We the Creative and 5) Rio Media. An evaluation committee consisting of representatives from the City Manager's Office, Police Department Human Resources Section, Field Operations Bureau, and Training Division reviewed and rated the five proposals. The evaluation committee rated the five proposals as follows: Sensis Traffik Geary LSF We the Creative Rio Media 453 433 395 350 297 Following the proposal evaluation process, the committee short listed the field of proposers and invited the two highest rated firms , Sensis and Traffik, for an interview. At the conclusion of the final interviews, the firms were awarded a separate final score based on their presentation and answers; Sensis scored 386 points and Traffik scored 314 points. The objective of the Sensis agreement and scope of work is to provide the Santa Ana Police Department with a competitive advantage in recruiting the most qualified police officer candidates 25G -1 Agreement with Sensis for Police Officer Recruitment Campaign June 21, 2016 Page 2 in the southern California region. Sensis will focus their marketing efforts on recruiting men and women with the job skills, education, military experience and personal characteristics needed to be successful Santa Ana Police Officers. Sensis will provide expert marketing /advertising advice and assess the Police Department's current recruitment strategy, along with frameworks and tools in place. Sensis will develop a recruitment strategy with the implementation of new marketing tactics, technologies, and programs to match the ever - changing law enforcement recruitment landscape. This recruitment strategy will include social media, outdoor media, and enhancement of the Police Department's web presence and campaign elements they may have seen. Sensis has extensive experience with recruitment campaigns for federal agencies, including several years of recruitment advertising and marketing campaigns for the U.S. Army, Army National Guard, and U.S. Coast Guard Academy. Sensis has over 17 years of experience working with many state and local government agencies, including the Orange County Fair and Event Center, Metrolink, City of Seal Beach, City of Santa Monica and the South Coast Air Quality Management District. 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 I (enhance public safety efforts by improving our employee retention efforts and actively seeking a diverse and talented pool of public safety candidates who possess the values and skills consistent with organizational goals). FISCAL IMPACT Funds in the amount of $150,000 are available in the Police Department's Criminal Activity - DOJ contract services account (no. 02614450 62300). All funds are anticipated to be spent during the 2016 -17 fiscal year. APPROVED AS TO FUNDS AND ACCOUNTS: Carlos Rojas Francisco Gutierrez, Chief of Police Executive Director Santa Ana Police Department Finance & Mgt. Services Agency Exhibit: 1. Agreement 25G -2 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 21st day of June, 2016 by and between Sensis, Inc., a California Corporation, (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing an Integrated marketing and advertising campaign to promote police officer hiring. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth In Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $150,000 for the term of the agreement. Should the City extend this agreement pursuant to Section 3, the total sum shall not exceed $100,000 for the extended term of this Agreement. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 20, 2017, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for one additional one year term upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. 25G -3 Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to prote_ 'on against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 25G -4 (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of 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 Consultant further agrees to indemnify, hold harmless, and pay all reasonable costs for the defense of the City, including fees ana costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final 25G -5 payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is In rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to Information disclosed by the City. 11, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agraement 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Carlos Rojas, Chief of Police City of Santa Ana 20 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -8007 And 25G -6 To Consultant: City Attorney City of Santa Aria 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 Sensis, Inc. 811 Wilshire Blvd., Suite 2050 Los Angeles, CA 90017 Attn: Gloria Johnson A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City or Consultant upon thirty (30) days written notice of termination. In the event that Consultant commits a material breach of this Agreement, Consultant will be advised in writing of the material breach and will be given ten (10) days from the date of the writing to cure the material breach. In the event of termination of this Agreement, 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: 25G -7 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. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA DAVID CAVAZOS City Manager 25G -8 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL Carlos Rojas Chief of Police CONSULTANT Gloria Johnson VP Managing Director Tax ID# 25G -9 EXHIBIT A SCOPE OF SERVICES AND RATES AND CHARGES 25G -10 C= 811 Wilshire BINd Suite 2050, Los Angeles. CA 90017 ;rnsisagnncgcorn [213.341.0177 1213.861.7436 Scope of Work Santa Ana Police Department Recruitment Campaign 2/12/16 osal Summa The Santa Ana Police Department (SAPD) is an established, well -known mid -size law enforcement agency in Orange County. SAPD seeks to fill vacant Police Officer positions over a two -year period. The department is seeking to recruit qualified applicants who are results - oriented, possess great attitudes, demonstrate creativity and innovation, work efficiently, show a record of success and have a passion for public service. Sensis proposes an integrated campaign that includes development and implementation of a social media strategy plus up to three event activationslstreet teams that fit perfectly with our target profile. Additionally, we will deploy targeted digital media (paid search, display banners and pre -roll video) along with available out -of -home in the local Santa Ana area. ct Marketing Objectives: • Shift existing perceptions about a career in law enforcement • Reframe Santa Ana PD so that it is more compelling employment option to core Millennial target and differentiated against alternative police departments • Position Santa Ana PD as the police department as the preferred PD to join Business Objective: • Hire 50 -60 (final numbers TBD) Police Officers per year over the next two years Campaign Strategy The challenge to date recognizes a core audience of Millennial men and women from which Santa Ana PD would like to attract hires and recruitment in nearby counties. Competition for these potential recruits comes from attractive alternatives, such as Anaheim PD or Orange County Sheriff's Department. Additionally, exterior considerations include the perceptual hurdle of potential negative associations with law enforcement, as well as flagging interest in a life "on the force" or civil service. Account Service Account Management: Sr. Account Director, Vanessa Rodriguez will serve as the senior point of contact to SAPD staff and oversee account service with an Assistant Account Executive serving as the primary day -to -day contact, The Sr. Account Director will provide strategic guidance on how to best solve for unexpected issues, while the Assistant Account Executive ensures that all affected parties are Informed of modifications and continue to move the project forward, according to latest chances, 25G -11 C= 811 Mst ,e BI d Site 2050. Los Angeles. CA 90017 s i , '.. 213.3419171 213$617436 Communication: Having open and continuous communication internally and externally are essential to meet SAPD's needs; therefore, regular weekly check -in meetings are conducted internally and externally to keep everyone apprised of project progress and accountable to their assigned tasks. This may be via continual email updates or monthly status meetings; frequency may shift depending on which phase of the campaign is currently active. Project Timeline/Task List: Campaign timelines are continuously updated, which meticulously detail out each task and person responsible with associated due dates so all understand their roles responsibilities. Documentation: Written recaps of meetings along with action items and due dates are disseminated subsequent to meetings /calls to inform entire team of next steps and expected deliverable dates. These meeting notes are also saved on our server and BaseCamp for easy access. We utilize BaseCamp, a web -based project- management tool for milestone management, file sharing and messaging. Budget Control: We have a thorough job costing platform set -up, with multiple approvals from department heads required so that only related costs (both labor and other direct costs /materials) will be billed to client. We employ the use of unique client and project codes in our timekeeping/ payroll system and overall accounting system as we account for these costs. St The Strategy team will be in charge of all research and positioning elements that will inform creative and media briefs. Sensis recommends a positioning exercise in key parts that will reframe the challenge to Santa Ana PD's advantage in order to help it achieve desired objectives. Our process is specifically tailored to the above challenge and includes: I . Insights: Using primary and syndicated research to articulate into insights in the unmet needs and wants of the core audience already described. We'll get to know them better and how to affect their behavior. 2. Product: We'll define working with the Santa Ana PD "life of service" or "civic duty" in such a way that appeals to the core audience. 3. Key Benefits: Research will be used to identify key benefits that support the notion of civic duty and service. 4. Competitive: This exercise will unearth points of differentiation that enables Santa Ana PD to stand out among the competitive set, as well as attributes to highlight for itself and of competitors in order to point out deficits elsewhere, if need be. 5. Trends: Sensis has access to a comprehensive and rich database of trends affecting the attitudes and perceptions of Americans including Millennial men and women that might be viable candidates for Santa Ana PD. We'll explore trends primarily to understand how to overcome perceptual hurdles. 25G -12 811 Wilshire Blvd Suite 2050, Lo, A,r9ales, CA 30017 215.3410171 1213.8617436 6. Targeting: Secondarily, we'll cross - reference demographic and trend data to prioritize the core audience in such way that ranks the most desirable recruits for targeting purposes. 7. Output: Finally, the culmination of this exercise will be a highly differentiated and unique positioning that will drive a thorough strategic analysis /recommendation and tactical plan, 25G -13 611 Niilslinu Blvd 7uite 2050, Los hngoles, CA 90017 x ,:om ^ 213 341,0171 i 213.8617436 Paid Media Plan The Paid Media team is responsible for placing advertising where it will reach the right people at the right time and in the right place. They will plan and buy around the supplied media brief. Media buys will support the 2 -3 event activations starting a month before the date of the selected events. In support of this, Sensis proposes the following: 1. Out -of -Home a. Utilize available Out -of -Home advertising surrounding selected local college campuses (e.g., Santa Ana College) to provide hi -level public awareness. 2, Digital Media a. Paid search for those seeking information pertaining to the SAPD and campaign elements they may have seen b. Standard display banners in support of the upcoming activation c. Advertising and pre -roll video on YouTube 3, Paid Social Media a, Facebook sponsored posts b. Facebook video Note that the video elements noted above are contingent on 15s -30s spots that have been or can be created by SAPD or via existing elements. Earned Media Soel,' Media: Following initial research, Sensis will develop a social media strategy dedicated Social Media Specialist. Ideally, they will work on location at SAPD headquarters to better create /curate content and implement the strategy by posting to agreed upon social media accounts 2 -3 times per week. The community management and boosted posts will serve to drive awareness of selected event activations and increase engagement among potential recruits. Event Activation: The Earned Media team will identify 2 -3 outdoor (i.e. Tough Muddier) obstacle races or other timely, similar events that fit with our target profile in a more personal, targeted effort to direct response /lead generation. SAPD officers will be highly encouraged to attend so as to help showcase the SAPD in action through the obstacle course. This will help provide content for Social Media postings as well. Creative The proposed campaign from Sensis will be leveraged from the positioning exercise, led by the Strategy team. This will inform a creative brief, where by the creative team will provide an overarching creative idea that can be executed against the platforms noted above. Sensis will then develop advertisements that will support the paid media plan, specifically Out -of -home ads, paid search acts, digital banner ads, and social media posts. 25G -14 VIM 1% Note that the video ads will be provided by SAPID. BlI Nhlshire Blvd Suite 2050, Los An9elos, CA 90017 s•urslf 5c, om 1213.341.0171 f213. 861.7436 Timeline of Proposed Elements The below timeline covers 2 — 3 events and is meant for evaluative purposes as final elements are subject to change based upon negotiations and availability. Totals are subject to change, but will not exceed $150,000 for the proposed 12 -month period. svncegy �nmvarcn now S Z ' ena DewL P�nom I C I � 1 1 ': I i I i 1 i I j l ereanvv laem�on 1 I 1 i t I 1 cmumo Devolnnmvm � �� I i l l I 1I ( i 1WUcsk"d. 5pF( n Ad.fl.11y 51.r TlOm11(24 aIenll) 1 i 1 I 101d Nodl1 I I I , ' r Wl Drs.mil V Rfa,tYOn1?IWl Fm4oaA I � i I Dgwl D"'I'a... NUS.M' 1 1 AMuAI5 Mm5u W SIWin IClorvlluYrauyortl I 1 ` I '. Ilil ( I II (�ll �1 111 i� lill 111 I I 111 it Y 'I ji . Paid Media: Planning, Buying & Reporting ,i" i t.__ n_t0 I off to $8,000.00 Strategy: Research & Reporting $8,000.00 Creative: Concepting & Development $14,000.00 Earned Media: Social Media Strategy & Posting $8,000.00 Earned Media: In -house Community Management $30,000.00 Total $78,000.00 D • (Display !•. ,i" i t.__ n_t0 I off to Paid Search 25G -15 � 811 Wishne 81 a Suite ?050. Lo, Angnies. CA 90017 , acn [ 213.341.0171 1 213.857.7436 Total Media v —� $72,000.00 _ Campaign Grand Total (Agency Costs + Media Costs): $150,000.00 25G -16 s"g; h W " ' X' Assumptions 811 Wilshire BWd 5u to 2050, Los Angeles,, CA 90017 senses nc, �:om 1.2133410171 f 213.861 7436 Creative: • Assumes two rounds of revisions for creative development, with one final round. o Additional rounds required will incur additional labor costs and rush fees (if applicable); all fees will be pre - approved by client prior to implementation • Agency will help modify existing footage for pre -roll purposes but no full -on production costs are included • Stock photography costs are not included in the above, and Sensis will look to leverage existing SAPID photography, videos and imagery • Should additional assets be required, incremental fees may apply • All fees and costs will be pre - approved by client prior to Implementation Media • Final plan subject to change based on availability, negotiations as well as production of required creative assets to support plan • Budget levels may vary Earned Media • Assumes police force participation in events (ranging from booth support to actual race participation • Requires placement of Earned Media Manager within SAPD to have direct access to content (e.g. ability to photograph inner workings of police department to showcase via social media) Payment Terms Net 30 days billing, due upon invoicing. Event sponsorship fees, if applicable, will be pre - billed to client but will be approved by SAPID prior to Incurring costs, 25G -17 311 W,Ishw. 61,1 Suite 2050, LOS Angel" CA 90017 2,133410171 f213.8617436 Approval and Sign-off ------------ Santa Ana Police Department Robert J. Carroll Police Administrative -Manaqff_____ Name S, -,*-, Sensis Date Vanessa Rodriguez Senior Account Director Namd & I de 25G-18 Dato ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make thi6 endorsement effective.) Effective, this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 25G -19 25G -20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: LOAN AGREEMENT WITH GUEST HOUSE LP FOR ACQUISITION AND REHABILITATION OF AFFORDABLE HOUSING AT 2151 E. FIRST STREET (STRATEGIC PLAN NO. 5,3A; 3C) L .,�' CITY MA ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a loan agreement in the amount of $1,199,869 with Guest House LP for HOME Investment Partnership Program funds for 71 units of affordable housing at 2151 E. First Street, subject to non - substantive changes approved by the City Manager and City Attorney. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on May 27, 2016, by a vote of 5:0 (Aguinaga Absent), the Community Redevelopment and Housing Commission approved the recommended action. DISCUSSION On February 3, 2016, City staff issued a Request for Proposals (RFP) #16 -017 soliciting applications for the acquisition and rehabilitation of an affordable housing project. The RFP indicated that the City would consider proposals for acquisition and rehabilitation projects only. It also indicated that the City had approximately $1,199,869 in federal HOME Program funds to be committed by July 31, 2016; $161,007 in federal HOME Program funds for Community Housing Development Organizations (CHDO) only; and fifty Project -Based Vouchers for homeless individuals and families. The RFP was posted on both the City and Housing Authority's websites, public notice was published in the Orange County Register on February 5, 2016 and letters announcing its availability were sent by mail and electronic mail to individuals and firms who had previously requested to be informed of development opportunities. The Community Development Agency received two proposals which met the application requirements of the RFP. 25H -1 Loan Agreement - Guest House LP for Affordable Housing June 21, 2016 Page 2 The criteria used to evaluate proposals included: demonstrated ability of the developer team to develop (20 %); demonstrated ability to manage affordable rental units so as to ensure both on- going compliance with affordability requirements and long term financial solvency (15 %); demonstrated readiness of the proposed project to proceed (30 %); proposed levels of affordability (15 %); extent to which City funds will be leveraged by outside funds as shown by sources and uses budget (10 %); anticipated cash flows as shown by the pro forma (5 %); and status as a CHDO (5 %). For the evaluation of the proposals received under the RFP, staff formed a Review Panel consisting of senior staff from the Planning and Building Agency, the Community Development Agency, Keyser Marston Associates Inc., and the Orange County Community Services department. The panel met on April 20, 2016 to review the proposals and interview the developer teams. Each proposal was evaluated based on the RFP criteria, with the average scores below: Proposal Average Score Community Development Partners / Guest House 101 Meta Housing Corporation / 17th St Rehab 76 The top -rated proposal, Community Development Partners /Guest House, was unanimously recommended by the Review Panel to be submitted to the Community Redevelopment and Housing Commission for award and recommendation to City Council for final approval. Project Description Community Development Partners (Developer) is an experienced multifamily and mixed -use developer focused on creating and preserving vibrant affordable housing communities that are sustainable and enhance the fabric of the surrounding community. The Developer is experienced in developing housing for low- income seniors, families, veterans, and individuals experiencing homelessness. The Developer is based in Orange County. Since 2012, the Developer has received eight tax credit allocations for projects totaling over $100 million in project development costs. The Developer has created the Guest House, LP as an entity for this project. The Developer has partnered with Mercy House for this project to provide the services and expertise for serving the homeless population. Mercy House is a Santa Ana based non - profit service provider dedicated to serving populations with the most critical needs such as veterans and individuals who are homeless or disabled. Mercy House has been serving such populations for over 25 years. The proposed project, located at 2151 E. First Street (Exhibit 1) is an acquisition and rehabilitation of an existing, market rate hotel. The project will provide 58 studio units and 14 one - bedroom units serving chronically homeless residents earning at or below 60% of the Area Median Income (AMI). The design will feature four two -story buildings, a community garden, commercial kitchen, outdoor courtyard and laundry facilities. Interior units will be improved with Energy Star appliances, new cabinets, countertops and vinyl flooring. The project currently 25H -2 Loan Agreement - Guest House LP for Affordable Housing June 21, 2016 Page 3 consists of 77 units, however, five units will be removed to accommodate the commercial kitchen, new management area, and to create the required larger Americans with Disabilities Act (ADA) units, bringing the new total to 72 units, including one on -site manager unit. Resident services offices will also be incorporated for delivery of resident services. Mercy House will be the lead service provider for the project offering a variety of on -site resident services programs tailored to the needs of the residents. The supportive services program will be based on the Housing First principles coupled with on -going education and supportive services that focus on chronically homeless individuals. The proposed project would promote the City's goal of providing long -term affordable housing and meeting the affordable housing goals as identified in the City's Strategic Plan, Housing Element and Consolidated Five -Year Plan. The City's financial consultant, Keyser Marston Associates Inc. conducted a financial review of the proposed project based on its submission to the RFP and will be providing a detailed subsidy layering analysis once all other financing is in place in accordance with federal regulations. The proposed unit mix and rent restrictions are as follows: Unit Size 30% AMI 50% AMI 60% AMI Total No. Units No. Units No. Units Studio 35 22 - -- 57 One Bedroom 5 - -- 9 14 Total 40 22 9 71 The total project cost to acquire, rehabilitate and provide the proposed level of affordability in the project is $18,173,086. The tables below summarize the proposed funding sources and anticipated costs of the project: Permanent Funding Sources Amount Tax Credit Equity $6,713,176 Tax Exempt Permanent Loan — Tranche A $1,738,420 Tax Exempt Permanent Loan — Tranche B $7,895,194 City of Santa Ana (HOME) Loan $1,199,869 Deferred Developer Fee $626,427 TOTAL: $18,173,086 Project Costs Amount Acquisition Costs $6,824,125 Direct Construction Costs $5,663,048 Construction Contingency $566,305 25H -3 Loan Agreement - Guest House LP for Affordable Housing June 21, 2016 Page 4 Indirect and Soft Costs $1,759,631 Developer Fee $2,122,988 Financing Costs $622,145 Project Reserves $614,844 TOTAL: $18,173,086 The City of Santa Ana funding sources, the HOME Program funds, will be provided by means of a 55 -year City loan carrying a three percent interest rate and payable by residual receipts. Execution of the loan agreement documents will be contingent upon completion of the National Environmental Policy Act (NEPA) and California Environmental Quality Act (CEQA) requirements, completion of a subsidy layering analysis by the City's financial consultant, and loan commitments from all other funding sources. On March 1, 2016, the Housing Authority of the City of Santa Ana approved the award of 71 project -based vouchers for the Guest House LP to serve chronically homeless individuals and families. This additional award of $1,199,869 will assist the long -term financial viability of the project to serve chronically homeless individuals and families as well as increase the supportive services provided on -site for these hard -to -house families. 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 efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy A (Continue to explore options Citywide regarding the re -use of commercial or industrial buildings that are currently underutilized or vacant for mixed -use residential projects), and Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT Funds are available in the HOME Program funds as follows: Funding Source HOME Program Grant Year Fiscal Year Account No. Pre -2015 2016 -2017 13018780 -69152 Amount 1,199,869 Prior year HOME Program funds will be carried forward to fiscal year 2016 -2017. Funds are anticipated to be committed and expended in fiscal year 2016 -2017 once other project financing is in place for the project. 25H -4 Loan Agreement - Guest House LP for Affordable Housing June 21, 2016 Page 5 APPROVED AS TO FUNDS AND ACCOUNTS: i A a Robert C. Cortez Francisco Gutierrez Special Assistant to the City Manager Executive Director City Manager's Office Finance and Management Services Agency JB /NV /sb Exhibits: 1. Location Map 2. Loan Agreement 25H -5 25H -6 PROJECT LOCATION 2151 EAST 1 ST STREET EXHIBIT 1 25H -7 PROF SSIONAL P R 0 F E S S 1 0 N A L L 4TH STREET Q J V Q � W CW G Q = Z C G > P R 0 F E S 1 1 0 N A L O _ w 2 - V > O cc V Q V w J Q 2i z W J W 2i F N — V O V w V V � Q w o Ov COMMERCIAL J J O 2i 7 O U I S T STREET CITY OF TUS IN O M M E R I A L I c EXHIBIT 1 25H -7 25H -8 1 REE REi'(7RDMG REQUESTED PURS(JAN'li. TO Ci(-S'4'F RNM1-N'9 C ODF S :(" ION 6103 & 27383 When Recorded Mail to: City of Saaaataa. Ana f`ommurnity Development A (genacy 20 Civic Center Plaza (M -26) P.CY. Box t 988 Sal %i Agar, California 92702 Attention: I lousing Manager F Rt l 6Yt3 {, "OROINCl dBEQU 'S"r ED ICin kurthm nt Code Suctmn 61(*1 LOAN AGRL E:MEN'l by and Iacmcen the C UY OF SANTA AN 'A And ( TUEST 11(: US1E L11 A Caffornni a Limited 13,,ulnerslnip (2151 IL first StrecL, Santa Ana, Col l9iraraiar) Dated: July . 2016 1,Q)AN AGREEMENT EMIT NT 1101VIE PROGRAM '6`1114 LOAN ACRE 1 (tlue"Ag;recirerat ") dated, liar identification pta j)oses only, was of July 2016, is made and entered into by and bekveen the City nl Santa Ana, as charter city and mtanicipat carr`♦ier.atiaan (referred to herein as "City") and <;ru;rest 1 louse LP, a California lamita;al partnership With reference it) the fbl'lowi g : RECITALS: A. City'trax received ran al6oeation of finds from the United States Departrrtenl Oil housing and Urban Develrrpi —nQw ("hJUD' ") under the HOME Investment PaMiership Program (the "HOME Program") (42 U.S.C. §127111, ct see,1.,) to be used in accordance with applicable staatiatory reapuairenictits au ad regualaations (the "HOME Regulations") (24 CTR Part 92); If, Amon.- the putrpawsars of the: flt:)ME t'ropyram arc ( l) (0 expa.und the stapp)6y of decent, safe, sanitary, and aaflordaaWe housing, with prirnary wtenti;mi to rental housing, for very low-income and low-income Americans; and (2) to provide participating Aura c6ic�lia�ons, oil as nxanrdinated basis, with the Varraras pbrms of federal housing assislance, Including; capital investment, mortgage inwrana;e, renwl assistance, alai other federal . assistance, needed (a) to promote the develcapatne;uat of partnerships among; lbe federal govcrnment, states and milt Of,generaal local government, private industry, and nonprofit Organizations able tar uatiliZC all aavailablC FcSOUNCS tar prOVide More Of staCh hontiirag;, aand. (b) to expand the caap,acify of nonp?rOfit Conra°nnnty 11OUasinp, development organr.rarfions to develoll and manage decent! safe, .sarreitary and afterudalrle hotusing; C. Developer is ttic owner of that certain property cormalarnly known 21.5 t E. First: Street, within the City of SwiW Ana, California, and leg;a6ly described fn Exhillit A L hene(o (lh Q `'Property ") The loans rCferenecd hereon shah assist in the ia4cprarsikon and rehabilitation of said Property that is, improved with a MUMfuurrrily residential laetrsing development. D, In fir thermice Of the 110Mp: Program, Developer has appked to C Ily l'or a ioarl with wvlaicla, to: 1. provide deeper gaff ardabitityr for a longcr team, aas wall as a cquaare aril . rehabilitate the Property, and 2. thereafter to maintain, Operate and professionally manage llue Property as decent, safe,,waanilmy and affordable rental herursirag;. E. City, on eertaarr ternaS and. Canadititrns, aksrre to MaIkc snCh loan tar Developer to Order to make possible tha; m:qu:aisif on and relaabititation ol't he Prarpert,y, ttae;rebyehmhaatingblagtat rv6Ii6c cxpaaaaarra,g tlaa, snpaply Ofticuent, sale, sanaituary and affordabte hotasiaag. I 25H -10 F. If thcrre is any discrepancy between Federal and State guidelines with regard to may of ilie lemis and conditimis contained hercua, (lie more strint,ent shall apply. G. The Loan Agreement and all ofits altaauhme,nts shall be cirforecablc by City in aceordaneu with dye tea rm, thereof of. Iuach of the Loan Agrucineril, the FWl'findaabildy Restrictions mi Transfer ofProperty, the City/FlONIF Lowi Note and the City/1 tG:)It E Deed of'[ rust Provide a means a f elilorceaaaent by the City if Developer is ia,a breach of its obligations hereunder amid thereunder, including Betas on the Property, use and dcod restrietions and covenants running with the land 124 CJFR 92.504 (c) (13)]. NOW, THEREFORE, for and in consideration Of the nuatual covenants aiid agrectnews herein coitlauuw d, City and Developer agree as liillowvti: DEFINYI IONS AND INTERPRETATION l.1 termed Terms. All capitalized terms used herein, including, without linittatuiii, iaa the IBecttatls above and in all other Pnflect Documents, aualess c�rthenvise expressly defined, are defined where first used in this Agieement and/or as set forth in. this Article 1. "Affordahle Ilousing" means housing oporant'd in accordmic:e with the rcrctauaenzeials of'24 ('Fl? 92.252 and the runts govuancxd by IRA). "Affordability Restrictions on Transfer of Property" means that certain doetnnent afteehnag real property benefiting the City, attached hereto as Exhibit G. "Affordable Rent" mean, the uaonthly rents that are set forth in more detail aai `section 7 of this Agieenicat. "Building Permit" means the building pe.rtnit(s) ISSUed by C:ily and required fir the rehaahihtation, if away. "Business Day" mcanis any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Halt is aspen to the public for the cinaduct ast G'aly arlliiirs. "Calendar Year " ancarns each ciotasUeutive twwelVe (12) month period t "deans January I to December 31. 'Tertil "matte of Completion" has the moaning set forth in Article V7. " C`ity" rnaaias the (: "sty ohSaanta. Ara, California, acliattcr oily ara9 naunicipaal corporation. "City /HONIIi. Loan" means the loan tin he made to Developer by City litany 110MI,; Laurels pua;swrit to Article's of this Agreement. "City /HONIF I,ara n Deed of`I'rust " naeaa s, the deed aol'lrust encumbering 25H -11 lire Property, in the fbrna aattachcd het 0o as 1 xhibit F, to he exectaed by Developer puaxc a nt to Section 5.13,2 in order to secure the Loaau Note- C "ity /HOME; Loan ]'+rate "" mea as that a;uttauatu grri7��nt tiaary aitrie in tNic original principal aaratount of S 1, 199,869,00, in the form attached hereto as Fxhibit F, ancl. to be executed by f)ewclop etr ila fivoa- of City to evidence the obligation of Developer to repay the C'ity`l IONllu Loan- "Cause of l scrovw " shall mtcaaa'the date mpata Which the Cily"I IO Vll3 Loan Deed oV l "a ust is recorded in the Official 1Reeords of the County, "Closing aitatcment" nacaans thei final staatenaont of Da velopeC." Escrow aaccount. Itar the purchase and ;tale of the Property pursuant to the PurchLtse C,o n l racy. "(.oulit;y" means the County of Change, C;atiforniat, "Developer" means Cnuest Mouse 1J1, a C'aalilbrniaa limited partnership, its successors and assigns. "Devciupaer "s Representative" shall taac;an the C'Idep F:a.ecutiwe Officer of the Admimostrative C cmortal Partner ot" F]eva;loper or his/her dcaignev, " Event of Defaault'" has the mcaraattg set iotth in Section 211.1. " E:recaatpvc Diractar " maca"as both the FxccuRivc. Dii-ector of the C "ommumily DevOopment Agency, or haslheo designee. "li xtrmrncly Low Income" an adpcasted incoaawe wvhich does not eNceQd thirty percent (:30%) of the are,i maccian income for the (,)range C "a unly, California PMSA, ac{ptusled fioa household sarc, as p)UhI1.1 heal by lllJD.. "Geaacraal Partners) " means Cite Geneva] Parmcus of Developer, curntitsting of C D11 Cltaest House LLC; (tldmimArativQ Generaal. Parine) and Affordable llouasing Alliance 11, hac. Dba Integrity Hianwiow,' (Managaaa� C3etaetal Pa ttacr) aJnd their respective successor"; and assigns.. "GlOveramaental Authority" ity" mar, *airs any gowetnmental or gML."I governtmentat agency, board, buruaaut; ccnrna�riswion, department;, court. administrative tribunal or otltco instaunaentaality or aathorily, aond any putbhe tulolity, "H aaraaralaas Materials" means 1patmmaahle materials, cxplasiw cs, radioactive malc'rials, h2vardous wastes, toxic substtamccs and similar.,mb.swnces and nuat,tials, oneladimg all substances and materials defined as haaraardoaas or toxic waste.,., suh,,Lu,aces or materials under any applicable to v, including without limitation the Resource Conservation and Recovery Act, 42 U -S,(% §§ 6901 et sec -, and the Comaprehenstwc Etl iromnaearot "al Response, Compensation and Lidahility Act of 1980, 4�2 U.S.C. §§ 9601, ct sq,, as amended. 25F -12 "HOl'i E Compliance Period" is liar a period of filleern (15) years. "HOME Program" han the rmuaning set forth in Recital "A" above, "HOME. Regulations" hags the nneanong sat lbr fla in Recital "A" hove. "HUD" rrnaaans the United States Department of Housing and flrham D(evelopnnent acct any successors or assigns thereof "ImprovellicuLs "" means, all improvements and fixtures now and hereafter aaarnprisiraL any pforhon of the Property, inetuding„ without limitation, landscaping, n,g, 'trees and plum nnauteriata:, all(] offsito inal,)a•overnents (ineltretin�-;, wrtlraaut lnan'itataon, streets, curbs, storm drains, and adjacent street li�lutnng), "Indebtedness'" ol`a person means (aa;) at] 'indebtedness for borrowed nmoncy, (b) mates payable and draafls accepted representing extensions of credit, whether or not representing obligations for borrowed money, (c�) an,v oblig,,.rion fbr the purchase of property of Services ill excess of S 10,000 in the aggregate that is (t) deferred for more than six (6) niorrflns, or (ii) evidenced by "a note or similar instrument, and ( cl) all rccowse and all non- reeou.trwe indeblednens secured by any Lien on any property= or asset of .such. per -;on (whether or not assumed by such person).. "Indejun'itees " has [lie rnca ninf set l6rth ill Section 'l4.5. "Laws" nnewl,n all statutes, laws, ordinances, regulations, orders, writs., lurdgnnents, injunctions, decrees or awards of the United States or any '.,[Life, county, municipality or other Governmental Authority. "Lien" rncaans any lien, mortgage, pleclge, Seetanity interest, charge or encunnhrtenee of army kind (including any condhtionat sate or anther title aetention agrecrnetu , any lease; an the nature thercol ", and any a�recrncnt to give any 'lien or security interest). "Limited Partner" naeaaaas the Limited Partners cal" Developer,; and their i n ssor s anti assigns. "Loan Documerliti "' mcam,', coltedtively, this Agreentont, the City-'HOOF Loan Vote, the City/HOOF £)red of'Trtrst, the Affordability Restrictions on Transfer of. Pnrnperty, and any under- agreement, document, or instrument [hat the City reguire;s in connection Witt) the execution of this Ag,recrrncut or fronn inn , to fume to eflectuate the purposes, of this Agreement. "Low Income" moans an adjusted income which does not exceed Ogluty percent (SC'i`'!«) of the area median income lot, than Orange C'Cnonty, ( %llitinruria IIMSA, autlnstect fawr luaartschold size, as published by HUD- 5 25H -13 "Median Income for lPou Area" means the median incornae for the Orange C'r?raoity, 0116lilr °lliaa PMSA as must recently determined by I,LLU Also may be i efenkxl to intcrehangeably iii the Loan Documents as "Arco Median Income "' nr "AMI ", "Partnership Agreentertt" oruans the Amended and Restated Ay,reemcid of Limited Partnership of C7trest Iiaitlso IT dated March 1, 2016, as said Partnensbip Agreement may be amended li -cult tinge to time- "Permitted Encumbrances for the Atfordtible Housing Restrictions " stems, collectively; the Senior Loan Dmd of -Frust and all other title execptions aaail. ]iranitaltiearati with respect to the Property hereafter approved by the Fxccutive DrQctor in writing. "Permitted Emu mbrances for the City Loran Deed of Trust" means, collectively, the Senior Loan Deed of freest and all other title; exceptiotns and limiWtions with respect to the Property herearlter approved by the lix,ectutive Director in wvrititnp±. "Project" rhea n,v the acquisition and rchabititation ol'the Property by Developer liLm,'oant to this Agreement, "Project Budget " ineans the hrie item hudget for the Project attached hereto as Exhibit (% as modified from than; to time in accordance with this Agreemcnt. "Project Posts" means all costs ofaaay nature inGUrred it) eaaunncutiorl With the I'roject in accordance with generally accepted accoonting principles, " Property " ineans the Property that is located at 21.51 i First Street.„ within the City ol` 15aiiui Ana, and iR more Billy" dusctibed in the "Lcgaul iDecwcription" of the I"roper4y attached hereto as Exhibit A and incorpoi—atcd herein by reference. ""senior Lender " morns Citi Community Capital or any other holder of the Senior Irian Note(s), "Senior Load" sli all moan the senior hmn being made by Senior Lender concurrent to the tarty Loan Iiir payment of as portion of the acquisition and rehabilitation costs, and shall include: any subseapu.ietnt loam that refinances the initial Senior L.erarui. "Senior Loan Deed of "Frost " means the creed of trust socnuriug the Senior Loan by encumbering the b"roperty.. "Scndor I,oan Documents" means, collectively, the loan agreement governing the Senior 1-careen, the Senior Loan Note, [lie Senior Loan Deed of (rust, and any other agreement, doeomeni or instrument thin the, Senior Lender requires it) asnnncetion with the Senior Loan. "Senior Loan Note" means the proinissory iac+tc evidencing tlae 6 25H -14 Senior Loan irony Senior London WrQrm" the teminns aund conditions contained herein slt.all rennain in cf ect for fifty -live (55) years. "Wray Low Income" att w1justed ineotaic wNch does not exceed hilly prcrcent (50%')) ail the urea median income for the Orange (.'o unty. C alifbi -niar PMSA, adjwacd fnr household sake., as published by IRJD) 1.2 Singular and Plum•al Terms. Any defined ternn urseel in the plural in this Agreement or any other City Loan Document shall refer to call nnvmhers of the relevant class and any defined terra used in the singulaur sh,ull rvf'er tar any number of the rnctnlrers of the relevant class. I.3 References and Other Terms. fury rcicrelicc to this ,Agreement car any Loan Docummrit shalt include such docannent both as originally executed and as it may fi•orru time to tinnc be modified, R0orerrcew'heroin to Articles, Set:tions and ISxfnbils shall be Construed as reference, to this Agreement runless a different doeurnmL rw named. Relimlwes to subparagraphs stnall be construed as refcrcrtues co the wane Seetjon in which the reference appears. The tennr "docnnrelnt " is used in its broadest sense and encompasses ap, " "° , opinions, coln'teants, instruments and other written r.cennenls, e�a[tfOCt #tc^ti material of every kind, The lernns "ineluadfng" and "inctude" rncarn "including (i tc €udo) Without ltatntanon.." 1.4 l+,xhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same litay 1ron�t bane to bane be modified, are incorporated herein by this reference. 3. SCOPE OF WORK/ PROJECT BUDGET A "Scope elf Worh " I'm-the Property is attaelncd hereto a,s Exhibit A. Any materhil ehmiage to the Scope of "ti,"v'ork requested by [lie Duvoloper wdiah be subject to the prior written approval (if the Executive; Director, A It11e rtCrn budgd fi.rr die Pro�ect, including, as su nnnrary statement ul souroes and uses oflurlds, is lucorpormod into Lxhrhit C (t }roc Project Budget"), Ally nnateruatt cI'nang,e to the Pro_jec:t Budget requested by Developer shall he subjtm to the prior written apparuvral of the Executive Director, 4. �RESli;1IVTA)l 5. LOANS A. CITV LOAN: 7 25H -15 1, Amount and Purpose. Subject to the terms, and conditimis of this Agreement, City aagrees to snake a loan of HOME Raids to iDavelopE!r iii the drrincipnl anrcluuurt (d Up ta'r $1,199,869 (the "City Loan") for the acquisition mid rehabilitation of the Property, 2, 4:'IWH(DRrE Note. and Deed of "Trust. The City/HOME I -Aran shall he ewadeuruvul by the C'.ltyiHCDMI-. Loan Mesta: in the fonn attached hereto as Fxhibit I. The City Loan shall be secured by the City/110ME Loan Deed of'[ rust in the firm atl-aclwd hereto as Exhibit L. The C'ity,110ME D =l ol'Trust shall he a coed 0f [I-LISA eruCcuTilaeaisx the Property, ,uhordinaLc to thu Senior I oan(s) made, to Developer, 3. 0ts" /110Nl.IC Loan Terms. The ttmns and uonditiorna of the C sty /HCDMF Loan arc as act forth in the C ity"HONTE Loan Norte which is a residual rciccihts note. The HOME compliance pciiod is fifteen (0) year's, eainnricncing on thu (a1:e tlrast all work is coinpli;(e and the Property is fll'Iy occuu)icd. 6. CONDITIONS TO DISRURSE1111':NT OF LOAN PROCEEDS 61 Conditions Precedent. City's obligation to disburse the Loan Amount is sub cct for the satisfaction, or waiver by the Lxui uti"ve M-eeaor, of the following conditions precedent: ( a) Loan TDoeturaaents; 9De:vetoper shall have delawertA to the Escrerww Llolkr, siglwd by the authorized officer or ofliuurs of lDeveloper. , with suuell wigmauturre(s) ackiroww led ,ed where necessary, each of the firl lowwing, documents: (i) the Loan Ag=remient; (ii) The City /I IOM Lorain Note; (iii) The City/HOME. Decd of Trust, (iv) "flue Affordability Rcstrrat,ions on Traan,,60r of Property, and (b) Title 111winance, C"ily shrill have rcceav�ed an L.I'ntll ALTA d.under's tewain pohCy Of httO io',UrtancC! (,2006 odifion), or evidence of a corniTlat11wilt therefores sati. filultray to f "ity, issued by First American Title Insurance Coirpmiy auncd in form and saubstaprce satinfactory to City, together with all endorse umients and binders u•eeleaired, naming; City= as the insured, in <a policy anlo.ruasrt of not less than the C it,y /lAOMF Loan Arncatralt, slrerrVhIg; IDeVdopor as the tiro Owner of the Property and olsuring the City/HOME (Deed of Fr st, to be; valid priority liens on Lite Property. Thwt t'ity /IIOMF,, Leman Now and Decd of Trust sluatd be subordinate to the Senior Loran Note and First. Deed. (c) A[1i ?acl,hrl�t} 1C,ystruetulns�aarr I:r_atlst�roafProrpurty. fDeve�loper ,,hall haute ate:diveread to the L3scraoaw Holder, in the rearm atlauhed hereto as I:Sx.hibit G, the Ad'ttardarbihty Restrictions on t anusfci• otl 'Pitle Iauu wwaaat to NVNCIn, anrotrg; other things, Developer agrees that the Propci ty dm l he rascal only for clecent, s,a1c, sanitary and 25F -16 affiirdabte rental housing purvatarat teo the tsttbrdabatttay tceararrctncnts ofC'aode Of Federal Rel;ulatiotrs (" CF'R ") Nectiort 92.2.57 or 9 254 and California Health and Sat "cty Code (t.Fl&_S ") sectio is 50052.5, as applicable. (d) Iaaictu>lunts Recorded. This Loatr, Agreement, the City/110 E Loan Deed Of "Trust and the A flordability Restructieaats oil Transfer of Property shill have been recorded in the Official Records ofthe Canaan}. (c) RceltICS1 for Notice_ For IN benefit of 'City, Lscrow I- ladder ",11A have recorded a reclucst lira' notice of defiault of the -- Senior Loan (tire "RcytsC",t f'or Notice oI'FDcfattt ").. (t) Insuranec. C'rty shall have rerecuved evidence satisfactory to the City Attaaericy that all o sire policies Of insurance required by Section 19 ail' dlaa.y Agreement are ill lull jbrcetiartcl effect,. (;_) Represcutaticaaas and Wargantties. The representations and waarantics of Developer corrtarncl in this Agreement and the roarer L oun D ocanrleuts shaall . be ccuurect as of the Chose of l screwy ass tbona;h made or) and as of' shirt date, rioter if' leyuesled by the FocQuttwe Director, City shall have receiwcl at certifieatte to that etTect signed by IDevetoper's Representative, (la) No Dufaatlt No F;vent of Default by [Devettopca, shall Iraave occurred, and no cA cnt shalt have oQeurred which, with the g'sv��sat,�� a�9`na�,tiec air U�1c pas "arRe (lftiatnc or hsofh, wwouhl constitute mil vent of 13cfianitt by Developer under this Agreement, ent, land if requested by they Executive TDireetor, City shall leave rs:ceiwed as cer0aticate to that efflect sag rictl by Devetoper s Re;presctat.ative, 6,2 Disbursement PrucMures for Loan(s]. A porlaon of the Loan proceeds shalt be disburNed through Kscroiv to finance the acquisition of the Property, with curer proc=ls boinag used fart the rchabtditatten (tau evidenced an Exhibit C). The I.o,ara proceeds shall not lie used lio1� stray ]narposa: other than fair atcalantitticlra costs of the Property and/or tchaand.lit,attalrl cerrastrctchaoat costs, ulctu.ulirllgq as lDevdoper fee and seifl crusts related to development or 'the T'aaryect (;cost; art srableut to City's prior review) The City atlows for eligible costs tai lie paid by 111. ME loan funds that were incurred not rntore than 24 months prior to the HOME funds commitinunt date of tits loan agrectaterot tot aaccordt iwe with I14lCv E regulations. 6.:3 [Intentionally Omitted I 0A IfittellhollalIv 011litteet] M Any Disbursement. City's obhg!atir,ou to make any disbursement of tyre; Rehabilitation Pot -liana (irrcltadifl the 1ir,0 Wid finat dishn;u €sentents) is subject to the s attslisetion arf the; tirltovs mg. eonditions prerce^dentr. (ar) 4 alisfactoty "...I'rcat~rc sa. The F. veculive Director shalt be satisfied, ay 25H -17 basect on his/her owvru inspections or other tet;iabIc inIbrrrration, thaat the rc habit nation 'is proprcwsirrg. satis'flaoorilyunn conformance with all applicable laws and other rexluarennents (including i 100E regulations). (b) Condition of'l "itle l ither (i) the Exec utiyc Director reasonably believes, that no event has occurred sinc:c the Close art' Escrow Iharl would p,ive, ruse ta:r as colorable e:Ui i against the Property ( ., a rarcclrunc's lien) sriperior to.) the clam of Cify against the Property with respect to the subject disbursement, oa (ti) City rrrust have received, at Developer's expense but payable out of the Rehabilitation Proceeds, from the title insurer who issued City's LP -10 "Title Policy, all enursentcrats thereto then reasonably required by City. (c) uC c presentations a rid ,arrarntsas. ` he reprc:senlartier is atrcl a warnics of Developer ccrnaincd in thus Agr cement and the other City Loan Doeurnrrts sluall be correct as of the date of the ditilrourwcrnQrut as t:hougli made on and as ofthat date. (d') No Default. No Event of Default by D",cloper shall remain crrrcurcci and 110 event slrall have occurred Which, vwaat1n the givirig,, of notice err the passage ofnone or both, would constitute an Event ol'Dctluult by Developer. 66 h'itaarl Disbursement. City's obligation to disburse Hurt portion of the rehabilitation portion retained pursuant to Section 6.12 is subject to the satisfaction of the following additiorntl condition precedent: (a,) Rehabilitation bilitation C "omp,lete, The rehabilitation shalt he corripletc. ('h;) C erirf cate oP(" QaU2any 1,5,ppcl !1�any portion allure rehabuhtation recltuiring inspection or cerfitiQa�rtion by any C;ovcrnmcnlat Authority shall 'have been inspected .und cerfificd as complete. Devo opur• shall rc(luest that the Building Department ussrae a C'c.rti:ficatc of Occupancy, a copy oP which shall be delivered to the Exeeut:ivve Director, in order I'm final dist)ursennent to occtm (c) Lien Farce. At least one of ttrc following shall have occurred: (a) `t "hirty-fivc (35) days shall have passed since the recording of a valid notice ofcomph.- ion for the rehahilit:atttarn, and no meehania's or rrraterial roan's lien shall lie outstanding; or (ui) Ninty -five (95) days shall have passed since actual comptction of the rehabilitation, and no mechanic's or maateriatman's lien shstll be anutStaanding, or Duveloper shall have 'bonded over aarry snelr lien It, City's reasonable ., s[uaction. fa 7 Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbur envents of the rehabilitation portion arc for City's benefit only and the i7xecutive mi -ector may waive alt a:qr any part of" sueh rights by written notice to Developer.. 251118 tw Ci tD'asburseukent Reg crests. Ttne rchttbdlituttion proceeds sh;a1B be disbursed can as line -item by line -iwm basis in accordance with the Project: Budget and subpoot to the con <InhUns inn this section In no event shall City have any obligation to d,wbunse any m-iount for any item in excess of [lie amount allocated to such stern in the Project Budget. Disbursements shall be nnaude only Upon Developer's written recpnest in the form tali' a Disbursement Reyucsl showing all costs which Developer intends to fund with stuck, disbursement, ilvmi sed in such cletail as City may reawonabty require, acconnparned in each case by (aL) invoices and 'pier, releases " isfa ctory to City, nneludinp in any event partial hen Releases exeeuted by each contractor and subcoutraactcw who has received any payunent for work perl'brined, and (b ) alt other documunts snd infUrrmation . reasonably recpuired by City. Disbursement Rcclucsts ahsall be scibnantted uao less thaan ten (ttl) Busmes, Clays prior to the date of the requested disbursement, and shrill meat be suhmitted more often than monthly. Pricer to c ach disbursement by City arf` proceeds cif the City Loo , Borrower shall deliver to City and to Senior C..:ender a clre„w r =ocperest ( "Draw Request "), and all required supporting, information as sot forth in the Loan Documents or as otherwise reasonably required by C.;ity or LSe,nior Lundesr in order to provide unforrnation for ewatluatimg (Pie requested disburscrr,ent pursuant to emstomary eollAruction lendiunf; practices OF instnlutional lenders ni Southern C "Affor,nia. C".nty and senior Lender shall nolify the other and Borrower of approval or clisaapprovanl of each Draw Rocpucst within liwc (i) her mess okays after receipt of the Draw Request, using the Senior Lender',,, "LDisbuuseaaneani Chain e Order Approval Notice ". C, "ity and Senior Lender shall have the right, but not the oIahgatnon, to discontinue processing Draw Ruqucrst9 sunless aaUd Until receipt of notification from the otbeu off approval or disapproval of each outstanding Draw Reepnest. 6.9 Manner or tDi.Q)uirseiinent. City may make any dnslacarsomenn by check payable to Dcvolopur; or on a voucher basis; or by check payable jointly to developer and any contractor, subcontractor or other ctaimawnt; l� dncelly to any such claimant; or by atny other meatus reasonably selected by City (Disbursement will be made taticen ('I5) ctalys firom approval. 6.1 tt Cost st OVea•t,o"s. In the e: rejnt rli at, at any mine and &uu any reason, (a) the actual coast reasonably estimated by City or Nveloper to be required to complete all mattons, included in any line item in the Pro.lect Budget exceeds the amount allocated to that lino itenn nn the Project BLldget, (b) rehabilitation costs for any rrattet,s not covered by a Specific lure helm have laeen or will be incurred, or (c) the undisbUrsed penrtion, of' the rehahihuution portion is or may be innsufticicw to pay all rehabilitation costs that unay lie payable under the City Loan Documents or otherwise in connection with the rehabilitation, Developer shall, within ten (10) days after it roceivos written Notice therceaf, fro nn City of ally ol,lhc foregoing matters, do one or more of tlua l`tollowwiig„ (a) provide s atast'actory evidence to City that Developer has previously paid such excess or otherwise provided far such itnstatticnunoy (eoliectively, the "Excess C "ost "') with finals From a. source other than the City Loan; II 25H -19 (`b) realloce lc suffident fines to pay the Lxccss Coq from hulls allocated 'to"(."oningency " in the Vrtiject Budget; provided, however, that IhQ hxecutive Director's consent to any such reallocation shall he recluircd� err (c) deposit air ,nurteuamt ecpual to the Excess Cost in a non - inhere, hearing account. (the "Overrun Account") with City from which withdrawals may be made only with the consent of the Executive Director httt which will be exhausted prior to any further disbursenient for any 'lilac item, sr that any resulting surplus in any litre mete of the Project Buclgut will then lie reallocated to the line itern(s) to which the Excess Coss are expected to be incurred. City shall have no obligation to make itr tlter eh WblArseknents until Devdopier" has paid or otherwise provided lire the overtun as rowpaured above. Amounts deposited by Developer in the Overrun Account fair any Excess Costs shall be disbursed by City prior to the disbursement of any remaining rehabilitation portion procceds in the manner described iru sruhscctiaton M(c). 6,'1't Cost Savings. Upon completion of and disbursement tier all rn. alters covered by any Lind; items to the Project liu clge , any rett,aining uudisbrurscd ananuntw allcacated to that line item shall be reallocated to "Contingency" and thereaabter be available for disbursement in accordance with, the terms of this Agreement, 6,12 Retaainaage. Cily will withhold a Retainage (it' lt)w'Iir from each Disbursement laver each of the hard cost line items of the parnject co,s( breakdown (mind other hale items thereof designated for withholding ol` retaapnage) until all conditions to the fi.nat disburscnicnt of hard costs have been satisfied, In lieu ot'("ity "s withholding Retaainage, Developer cant by wr itien notice tax City select not to draw any overhead or profit as would otberwive lie penxutted under the C"ontruetion Contract until such orris as ltetrauinage would otherwise have been released. City shall riot retain l'uaids for building materials purchased by Developer for which Developer supplies documentation to City proving paaymcrat in bull or for soft costs. 6 121 floklhaaek. The r0ainoge otherwise available for disbtnsenerrl . shall he suhJect to a holdback of one hundred twenty -five percent (1251N)) of the estimated cost (its determined by the Executive Director) l6r items. Such holdback wilt he ucle ised when at] pruarclr -lint iterras have beery completed to the satisfiteticnr of CTity. o.'11 Waaivt *r of Disbursenient Conditions, Unlcs" City a atherwweseagrees i1l . wwruting, the making by City of any dkbursumcnt with krrowwlaxlge that any enndition to such uhshursenucnt is not luuulilled shall constit.ulte a waiver of such condition ordy With respCct 10 the pau-ticnlar dishau sentient made 6.14 Modification of Disbursement C:'oaiditions and Procedures, The EXUGLktive Director shall hauvc tht authority to modi'f'y the disbursement conhtunis and procedures vet 1'orth luur•ein in under to conarrai them to the payment provisions of" the Rehabilitar1ion Comma 12 25H -20 6,15 Other Terms and Condition', of Loan, A. The tea le shall heconic immediatrfy (lure and payable, in the event of any of the following: (1) failure to complete the pnalect within fcaau• (4) years €affhe recording; elate; (2)11,0Mf rental alraats must achieve initial occupancy within 18 months of prroject completion- (3) violation of any of the use covenant.,., and I'estrictions contained in this Ageetaent after the expiration of any appheahle rua 6cu and cauve pleriock. (4) an Event (if Default by Developer which is tot timely cared alter expiration cif any appalicaablc notice and cure periods ptarsuatt to fhe terms of this Agrecincnt. 6 .16 Closing Costs and Fees., f)Qvooprer shall pay (aa) all e;serow fees Gantt charges, (1a) aaH reeorchtf!, fees mid charges caaa any doeaatlent recorded pursuant to this Agreement,. 'illd (c) the prcutiaiaaala fair the title insurance required hereunder. 7. f1E'E'(iRf)a' BILI 1'Y REQUIREMENTS, USE AND MAINTENANCE NC E OF THE PRO PL' RTY 7.1 Use C ma cnants and Restrictions. A. Developer a ices and covenalrals, wvhieh ccrwenraals shir1p run W411 the land and hind Developer, its success s, its assigns, and every sue ecssor in interest to the I'ropiehiy that Iacve[oper will make MI rental units on the Prop etty avail ahlc. to very town houasclrolds ,at reacts of l6rctiHe to teach lacltaschoWs. for fifty -five (55) years frota the eli'cctivc date of tlai:s A,S+recrucnt The lAOM17 restrrctrons f .+r the mine (9) Flf")ME assisted units shall he enforced until the elate that: ia,: lilteea (15) years a tea the (late on which the City repods the 1'nijcct as complete to the Department of l louyIng, and Urban Development 'I he City peniiiis the Developer to litait the eligibility anctaor gavc prcal''ercaruce to hotac[css households (a partueular- scp ,'root of the poptilatann) in accordance With 24 C'FR 91253(d'), 1.3. The f'rojeel shall conwJwt (if seventy-two (72) units, including one on-site manager's unit, of which there will tie fifty-eight (58) vtaacho omits aatd IbUtteen (14) one - hcdroorn units. There shall be novas (9) HOOF :assisted Wilts. The HC)1vf F assisted units shall he 1101alrragy units and shall he d'rstirhulesd thane g;harut the Qomplex with comparahlc .anietaties to the other mids', The a atl6rdralwility mix Im, the ➢'ropcct is as failtciws. Unit Type wMl Lcva1 oof 1J li otts Sludio 30,,, Ah�Pf a 5luaho 5( l "uANfl ' 25H'-21 l3erirotnai 3C) "ru AM1 5 C3irc lSealiaurni !�( } "'r AIII cy Studio Vhnaaa Cr �Llr,it 1 C. At initial lca,:, aap, liou sOicilds ill the HOME assisted units Qannot carn more th aii 50% of AMI, liowew er existing tenanils at the Property who are otherwise eligible nri190- the llC3;ME Program nr;ay coritnrue their tenancy at the Property. Rental nrci—cases slwaall be in conformanace with federal and state law. After the lifteCn (l5) year I I <lME eompflance pearrrd, tlrC City aluall u caluiTC than the units remain aahlirrel,ahle, with i-Qnts ca- lculaated based on aswurm,,d lio usehold sire; at the same income levdl D. All of tlic d-IOME units will he restricted to oCCrapancy by Ell y perccnl (50` ) ofthe Area iwtdedian hica,rnre (AMI). Current residents wvliose exeeed eighty percent (80%) of tNi � AMI ww H be increased to other thirty (30%) here —it of their mondwly'houselaold income or market rent for the r lei g;hkxra- 110od, Wh.ichover is low en P. Maximum OQe; iparncy will be two (2) people per racoon phis one (11). I:xaiaplc for a twvo- hedrooii unit, five (5) people would he nlaxirnuutrr erccu:paancy. U. Affordable rent., shall be g;ovcrned by California dlca.lth aarael Safety C Ode :Sections 50052.5 and 50053(h)(2), and a� provided in the HOME RCg;ulations 24 C'FR :9edioii 92.2. Ci Developer raraust liaave; as written lease betwvcon tenant and owvraer For Ta period of at least one yea:ur, imlews a shorter period is rvnrtually aug;recd upon. Leases must be consistent wiili 110M F. Regulations 24 C FR section 92,209(g)- ILL. Rents C7uringC" nrrwtrauetiarn�ICehahihtsatiain: (a) All I IOMF tin -its shall he charg o d not more than the Low I IOME recut. as rariicnded from ti.nie; to tine (CUrrCrItl,y $914.00 For ar one- bedroom unit and 585:3 Ior a studio Unit). 7.2 Affordable Cross Startffi2 Rents J1,ess Reasonable. Utility Allow imco)r. Initial . rents may he MCalCnlated tea arllowable, refflaal aaniounts at the time of initial lease -up following conipictrawru ol'com"In.uctuon in accordance with arty cliangcy in allowable rant and income taahles as published by HUD. Af iri•a'luhlea rents d3rr non,I;IOME± �assisled units will he based oil the amts publislwd aauinu "ally by C:'alifo nia "Fw.x C l-edil Allocation Committee (,'F(,A(")- ft,, )JON''If ", Assisted knits a* of d.lnitti Max Gross fy! ontl2l , Rent Very Low 'Studio 2 S 853 l Bedroom 7 $ a)lal H 25-22 (1) lit no eveat1 shall the rent charged to the I IOME assisted tenants he more 1haaa that atalount of the low rent aS IMb➢iShOd by HUD, a� 4baiieaaelcel tt0111. time to time.. (2) Utility atlowaneeS toast he deducted 1'i -om the Max,9nan111 tarOSS `v olithly Rent. '[ he Flou.,,ing Authority of the City of Santa Ana publishes the Utility Allowance SC11ed Ote. (3) At the time (if project completion, the Devclopm shall provide to the City the address aniUor unit number of°each of the I IOME floating units. (4) Annually wwtth the fin ataeial s aeunents, the Developer shall provide all unnutal report of bents and occupaancy of assisted titans, including I IOMp- asSISMI urtiats, to vcrtfy= compliance with adlordability requirements. For the I IOME units, inliamtation on unit substitution and filling vacancies ,loran he provi&d to t,,nsure that the project maintains the repented unlit: nlix. 7.3 Rent lncreases: On an :annual husk, the (Pity shall provide the Developer with 1he tnaxnaatarrr aallowuatlale s bedule of'lents for the Property. In no event can Devdoper charge any lenartr more than ,,tich aanaralnt. 7.4 Prohibited Fees. The Dcvealoper aotl 4uhscaduent owner 'is prohibited fiom charging tees that are not custenarary, consislent wwdlh I IOM la ltelulattons'24 (.',I-'R section 92.504(c:)(3)(xi). The Developer tidal suhsceluent owner can charge reasonable application tics to prospective lenanls; other tees only to the extent that they are rexsernable ancd cuslcnnary Ella the project tint, and ices tot services; provided to tenants, provided that these; Services w ices tare not mandatory. 7 5 M Amen ance of the Property. Solely at Developer's expense, Dcvclopa r agrees to maintain the Property in au clQana and orderly condition and in good umidatitna and repair and kt�ep the I' operty ftee from any accumulation of'dchrts and wa atste malerieals. If at any timc, Developer fads to maintain, air cause it) be maartlamed, the Property as required by this section, and said condition is not corrected adtcr thte expi- ration of a reasonable period erf uvnle not to exceed thirty (30) days h-om the date of written notice from the City, L201es5 such condition cannot reasonably be cured within t;hn'ty (30) days, in which e l e IN.,v toper sh'atl . haa.vt, such additional time as reasonably ne.icssary to c,onaplete skich core, the City may perform the necessary aaaaintenancc and i eveloper sdutfl pay all rcaasonablc costs incurred fa,ta- SUCh maintenamca. The City shall ialspect the IArulac-ty annually rafter the elate of asstaance of the Certificate a f'C ompletiena as described in Article 17 of this Aga,ccrale *rat. During the allindabihty period, :lac Prop Ely must meet all appli ahle Stale and local codes. 'l lie Propealy inust be free of all lacaltdr and safety defeats duriatl; the affordability period. 7,6 Obligation to Refrain from Discrimination. Developer covenants and ayqces for itMCl I, its sLtQQessors, its atssilrns and cve;ry successor to nttercst to floe Vropeal,y° or any part . theaeof, that: there shall be no discrimination against orsegregation of tiny parson or group of persons on accotaa,at od lace, C0101', crc�,A, religion, sex. mental or physical disallihty, mau'itaal statics, :ancestry or national origin in the sale, Ictasc, sublease, transfer, n1U, ariccapancy, tenure or cnajoynncni oi`the Property nor shall Devetoper itself or any person claiming under or through hint cstaabhsh or permit any meth practice or practices oI'chsrrimination or 25 F -23 segregation with rel reraee to the selection, locatiou, rnunther, use or occa lmariey of tertants, tCihLCS, subtcrr ants, suhlcssec.s or i,endCCS of f is Property. The foregoing covenants shall . run w iIh to laud and shaalI mn'ain in eflea lbr t lie terra of the Agreement. S. DEFAULTS AND REMEDIES 8.1 Event oaf' De1�ault. Failure or delay by either party to perform any terra of provimori of this Agreement within the time periods Provided herein flare• such pt�Hbrnlancc constitute;; a default reader the Agreement. if any party deltaualts in perfaorrna nee of rls obligations, covenants or agreements hereunder, the dclaulhng party shall be entitled to cane the deflault in accordance wilh this section, The injut-ed paady shall ,give written notice of default to the Party ill defirral.t, specifying, the defirutt complained ofby the inyurc },ratty. Delay ill giving such notice shall not constitute a waiver of any clef urlt nor shaall it elaangQ the time Of dcfatrht. The def,'Wltrng Irarly rrutst, within thirty (30) (lay,., following service of said written notice, cerrrnrrence to can -e, eoraec OT t °enredy SUch fatal ere or delay and shall ca`rrrrplele.9uc11 cane, corrc,cti�on, or remedy with reaasonabte dingerice. Upon a dethult by Developer which rs nett Cured within thirty (30) eftays fi�)tlowrrog scrvrce rrf`saaiul nodiee, unless suuch deftrtrlt cannot reasonably he Cured within thirty (itl) days, in wtdreh Case Developer sha l have such additional tine as reasonably necc. "ar-y to complete such cane but no more than ninety (90') clays, the City wliarll harwu t'he fight to terrnrnatc this Agreement by delivery of written nofiee of Wnrrataation to Developer. 8.3 Institution elf" Le al Actions. hi adahtiou to any otNir rights or remedies, either party allay onstitute legal action tea Clare, correct or remedy any defioult to recover damages Jbr any deB'aaraht, OF to ohtain any other renreely consistent with the purpose orthis AgrCcirmvt. 8.a Rights and Remedies are C uniuhltiVe. EXCept with respect. to rog,hls and remedics expressly declared to he exclusive in this Agrcerrrcnt, 91ae right and pemedies of the parties are CunnilatiwC and the Cxerc,ise by cither panty r.rfone or more art "such rights of remedies Shall not pros Dudc the ehereisQ by it, al the sarnac or different tunes, of any other rights orr remedies fin the sarnz delauh or any other default by the other party. 8.4 Datraaf?cs. In the event that the City is liarl* fbi dalmnws to Developer, such liability dial] not exceed costs niClarred by the Developer in the performance of this Agreement anel Shall not e'Nterr-d ter compensaffon frpr° loss offi turc. income, profits err assets; provided, however, Developer's only remedy for any breach ol'tlt €s Agreement by the City shall be an nct'ion for specific perfonannce ol'such party's oblig,abom, 8.5 Nurrorecourue Liability. Neither Developer, nor any partner of'Developer, shall harwe any persoaiarl lnrbility under this Agreement, or the attached Norte and Deed offr ust, ,rid any ludgnaent, dwce or order for the payrnctrt ol'morley obtained in any action to enforce the obligation (if Developa a to repay the loran evilenced by such documents sharp be enforecablQ at aurst Developer ouly to the uateirl of Developers interest in the Property. Q? La+' Isll+ PLU, PROVISIONS AND WARRANTIES As a material mellaecnient to Cily to enter into this tAgtcentent, Developer represc'nk mid w atl iarnts w, follows: 16 25H -24 9.1 Forniatinrr, Qualification and C'ompliancat. Ill. Guest llousc Santa Ana, L,LC, the managing g;erlcaal partner ell DGvOop er (aa) is a non-profit 17ubfiti be uefil carp or41 ioll, validly existing; and ram good standing; uitidea• the laws Of the SLa tQ of f.aliforamia. (b) has all realtui;ii-te authority to (;onduct its 'business and own aand h.ase its properties, and (e) is qualified and in good standing; in every jur sdiction ill which the nature of its businQss rnakc.s qualification necessary or wlicrc t'aihrre; to qualify could have a rnaatcrial adverse eftuct oil its finaarrcial r.cinditwrm or the performance of its obligations, under the Loan Doctinu mlv Developer is ill compliance with afl laws applicable to its'bnsiness and Naas obtained all approvals, licewses, exemptions nand other authorizations firom, arid luaus accomplished ,all filings, rcg?istiatiarns and qualifications with, ally Governmmentad Authority than are nca essaary lbr the transaction of ns'husirress- 9.2 Execution and Performance of Loan Documents. 92 -1 E)ew-ehrper has all requisite audwrity to exvcaute and pc liaa-nm its urhlidattions ender the Loan Documents. 9.2.2 Tile exeearti0n and deliveay of Developer of, and the performance by Developer of it Ohljg;ations Under, caach Luani Docuvm2it has been aU lraariZCd by all necessary action and does not and will not: (a) rUCpnii -e any QOoSent car al7prartlat not heiretoafGrr'e obtained of any person having, ally intei est ill Developer; (b) viohate any provision (if- or ruapuire any consent ov approval not hevooforQ obtained under, ally articles of incirrporaticin, by -laws or other governingz, docuirlont applicable to Developer (c) a-c;su h ill or requtaic the creation A Lilly lien, claim. charge, or odrer right of` of ers of any kind (other tharra aarieter ihv 010 (Alarm 1)ocatnmetmt -s) on or with respect to rniy paoperty now or hereafter owwneat or 1r used by Developer, (d) vurLric any provision ofany'law presently in efTect; or (c) eonsiiwte as breach or default under, or permit the ac.c.etenit'ion of obligations eaw'ocl under, any contract, Taman agreermacnt, lcaasc or otha;l, agreement or document to ww�hiell Dcvclerl,ie;r is a party or by which Developer er or anm;y° cif its property is bartnad. 9.2.3 Developer is not nr delhuull. in ally respect that is materially iMvease to time interests of City under the Loan Doennients air• that would have array nmalenial . adverse clfw on the Imarrcaaal condition of Developer arr, lire conduct of its hush Ass, undeil arty law, Collirauet, lcase arr other agree mull or slrrcar ment described in strli- p;n,ag;r°aph (d) or (e) of "the previous stihsuction. 9,2.4 No app oval. heensc, exemption or ollm':anthorization fioma, or 17 25H -25 filing;, registration or eluatification with, any G'ov crnnneriud Authority is rutlarirccl Which has not been previously obtained ill connection with,: (a) tlau cxCcautinla of Developer oi', and the pyerlor naaaraco by Developer of its obligations, under, the I.marl Docunlcnls, and (h) the creation of the liens described in tire Loan CJracunlcnty. e) 3 Financial and [)Hier• lartirr'rnattioll, To the hest of Developers knowledge, all financial irefaarnnaunn ftrrrrtsbQd. tan Oly with respect to Developer ill connection with lire Loan (l) is complete and correct in all €n,aterra] respects as oi' lbe date of pnreparation. thereof, (b) acourately presents the financial condition of Developer, and (c) Naas beer). Prepared it) accordance wvitla generally aaceupted acceaunti.ng principles consistently applied or ua accordance with such other principles or methods, as arc ru,.tsonably acccptabla to City. To tibe best of Developacr's know�tedge. all otber documents and tnl'ornnation turnislaed to City with respect to Developul-, rrtl conric0ion wwitll the Loans. are correct and complete in.,,oiar ors caon€pletenQss is necessary to gave the City accurate knowledge of pile sullleet tnaattcr. To tha best of Developer's knowledge Devclaaper has no material liability or caaartirrg?euat liability not diselosed to City ill vwttting and there is no imt[Qrud lien, Qktinn, charge or otlier right of anthers of airy kinds (uacluallang flens or Retained scuurity titles of conditional venclrns) on any property sal` 17cvolopna r no disclosed to such financial statements or ertlaerwvise drvclowd to City ha Writing. 9.4 No w7arterial ikrlver ^ya GJraan =c. I here Naas been no material adverse elrang<,e in die can €ldilrenn, fialauncntl or otlauMse, of Developer srracu the dudes of'tbe kite;st Ninanciaal statemcnt.s furnished to City. Since those dates, Developer has not entcred into any material transaction not disclosed to xucb financial ,Ual -meunts or o lnurwise diL kmcd to City rtt Fw'ritttllg,. 9,5 'raax uability, i)evelope,r- bas filed all required federal, slate and local tv, returns and has paid all tatixcs (i.ncludilag interest and peMdtics, but saibjut tel hrvvfid cxtutlsianns disc:lus,ed to City 'in writing) roller than tanxc being, promptly and actively contested in good faitl€ and by appropriate procQe!ding;s. Dcvufoper is maintaining adequate resctves I'01' taax lMbilrtrew (no.I€nelirag; contested liabilities) rn accordance with generally aecuptecl arcotinting, pnrhic:iples or ill accordance wi la suer otber principles or methods as are reasonably acceptable to City. rp fi tisavc ananenl €l Reguim- entrants. Developer is 'ill compliance with all laws relatmgg to the l'rop,rly and all Governmental e'Cuthcnrity zagnprnvals, including; wratning, llarld use. pnhanninga requirements, and recluircimnits anxnng 1 "rom say relarting to flee adoption or amendment of, any applicable gcoend phan, wrdtchvi,sion mid parcel neap recpuirctaacrnti ettvironmuttal regirretunerlts, rnclurfirlg, the rerluiremeants of the C:'alrtbrnra Etrvironmerlull Quality Act and tl€e Nocturnal irnvtronmentat Policy Act and tlscr prepat ation and approval of attl requrue:el cnwireanranentaq impact statennents and ruporls, use, occupaney and building permit requirements., attd ptd"tlrc utalrticx teeluire nnernt9. 25F � 26 9,7 Rights of Others . Developer is in conrphance with all covenant,,;, conditions, restrictions, easerilents, rights of way and other righkw elf' fliird parties relating to the Property. 9,8 Litigation Thera„ are no matcri al actions or proccedinggs [rending co, to the best of the DQveloper',s knowledge, threatened agirrist or aff'tcrdirrg D7evoioper or any property tarp' Developer before; any C3ovcrluraental Authority, except as d wlosed to City in writing prior to the execution of this Agreement:, 9,9 Bankruptev Io the best of Developer's knowledge, no attaehanants, execration plocced.ing,s, assignments for the benefit of creditors insolvency, hankrtaptoy, reorganization or father procecahngs, are pending, or threatened against Developer, i'mr are ally ofsncla proceedings contemplated by Developer. a) 10 Information Accurate. To [tic bcy,t of Developers kavowvlcdge„ all mforniatisrn, regardless of its form, conveyed by Developer to City, by whatever nvcans, is accurate, correct and sarftia;iently crrrarplete to give City true and accurate knowledge ofits swlajeei naatt.er, and aDoes not Contain any misrepresentation or C' mission- x).1.1 Conflicts ol`lnterest. No member, ollicial or envployee, of the City shall have atay per.sonat interest, dire a or indirect, in this Agreement, nor shall any Brach triernber, ofikial or employe *e participate in aarry decision relating to this Ag r?ecnrcnt which alTocts DrisAwj, Personal into es*, or the interests ofaany corporation, parinership or-association in which . he she ]Taus a darect or indirect financial interest. The Dcvdoper wvaarraavts that it neither has paid rear given, nor will pay or give, any third panty any nioney or other consideration Im obtaining this Agrecrrrent. 9 1 "p 1" omiliabilitt' of C iii CXiflciaair arzek 1 xntl0o 'ecs. Nta rutcrarlaar, aa[ti rr�al car eazvpaloye;a of the City shall be personally tiablc to the Dewetopacr in the event cif anry (etiaaalt or brcach by the City or for any amount whlelt rna;y become due Sea T,)4wveloper or on any o1hii gatlons under the tcrlars of this Aprecrnacnt. 9,11 No Assig_umeaat. Developer expressly acknowledges and agrees 1lrak the City has only agreed to assist the Dewtoper as a nrc.ans by which to induce, the a elatatri lit utroar;'developnreart of tl la^ Property, Accordingly, Developer further expl esdy ackuowlodggcs and agrees that this Agreement is as personal right ol'I]ewelopev that i. raeadlaer negotiable,1r�mstt�rable, nor assignable except as set hntb here rn. Developer may assiggn . some or all of its rights under the Agreement only with the prior written consent of the EXCCUtive Director (such consent not to be Unreasonably withheld), except that no prior . consent is necessary liar an assipnnrent by as limiled partner of Developer to an affiliate, or as otherwwixc provided in the Deed or Trust. rust. a).14 Applicable Lair. 'Ibis Agreement tic rulerpretad, govertrcd and enforced under federal and state Laws- 9,15 Third Parties, l laic Agreement is made For the ^.:rime honefit of f7)Q eloper and the City and their suceevsors and assips, and no other person cat pQrsons, shtail have anry rights or rc males Under or bw reason of this Agreement or any right to the exorcise of'any right or 25H- 27 power Of the City hereunder or arising! from any defta0 by Developer, nor shall time City oww e any duty whatsoever to any claiaraamnt Ibr labor pertorulmcd or materials l'urnished in connection With the rehabilitation ofthe Property. 9.16 C'crratrol mrt 11roperty. The panics acknrmww1cdgc thM na:atlmer tll€, City has at anytime pm- licipmated ill any manner in the rnanagetnc"nt or operal.ion of the Property, and wwrll not so participate at any tirmc hereafter. 111. CONDITIONS Dh"I IONS FOR REHABILITATION ION IIl. t Permits, and .-A mrovahs, Developer shaIl diligetmtly obtaahu all pclallits„ rrlchtdirmg; all building; pernmits, licemses, approvals, exenlpfions and other nttllorir:athoris (if Governmental Augencies requircd in ewmnnwiotl, with the rehabilitation rand cola,verston of thc Property. 10,2 (_'u mrmmencenment and Completion of Rehabilitation. The rehabilitation shaft be consldcred complele: lor purposes of this AgTee +alment only wiben (a) all work described has been caormpfeted and fully paid fair, and (b) tall work requiring iamspmca iolm or eertifie,lt'ion by (lovcrnmenta.t Authority has been completed and df oecytiis ite etaaitie�rles„ approvals, and other necessary autlarmtlraariinls (including; required lival cerifrfie aces of "occ,ulpaamlcry) have been obtained.. 1.0.3 Change Orders. The 93eh,abmhuaiorl ('omltract slmralh not be modified cxecpt p)rn suartt to a har%c orderw. All d lang;e orders (ra) s'liAl be in writing, nun'Lbered on sc(lue'm:e, si,grledf by L)evularper and snhnlitted to C'i y prior to the proposedh effeofuwctsess thereof and aae:companiedf by nny working drawwnm.g;s and da. written narrative of the proposed change. (b) Shall be subpec:t to the Executive Director's nand Bmi:k's prior written approval of the 1,xeCrtrfuve Director and B arrk.. 10.4 Entry and Inspection. At all limes prior to completion of the rchablfitation, upon reasonable nofice, City mid their agents ,,flat] have (ra) [tie r rglmt of free access to the Prcmpemly and arll Mites away feoaal the Property where aNl e�rials for the rehabilitation tare; stored, (b) the right to inspect atll labor performed and materials iurnrshed for the, rehabilitation, and (c) the light to inspect and copy afl doennmellts pmc¢taining to tyre relmatnittratiara. 10,;5 Co mpfitarm_ce wwith. Section 3 Clause' Sectimi 3 of the [lousing and I,'rbrari Development act of 1968, f? LLS C. '17014a, tas amended by Section (1f5 of lhe Ifousing and C'onmmmmity Ilev opnaenl het of 1992 requires that econorrric opportunities generated by HITE) finaarci,d aassistnllce fill' hr>usurrg rand C'rrranatalily rleveldmplment prognull,; he WrgeWd towru'd low- and very low illcolne per:srrr.s. Whenever HUD D asslstrul(x generates opportunities farr crr)pfoyaruent or e:ontraettng, state and local gnultees, as wet] as ether recipients of gild) hoasirl'g assistance filrmds tuutsl, 1.o 111e greatest: extd rut Ieasible. provide 1hVse opportunities to lcmrw and Very loww naer117me pel',sons 25H -28 and to husruesses Owned by or, employing row- and very tow- inconnc person Section 3 applies to protects for which HUD's, share of pro]cct costs exceeds 5200, 000 and contracts, and s rbcaramtrarcts awarded orn prnjccts for which HUD's share or propcct costs excee& .$2t) {I,t 00, and the COntraCt or suhca retract exceeds $I 00,00(L For purpose,; of thrs Suction 3 Clause and compliance thereto, wlmeneverr the word. "conn actor" iS Used it slmatl mean and include, as applicable, the Developer, and its contractor anld subcontractor(s), if any. °Ilic particular text to be trfilized in any and all contracts of any contractor doing, work covered by Section 3 shalt be in substantially l.`he form of the following, as reasonably determined by the C "ity or is directed by HUI') or its representative, and sIndl be execuled by the applicable contractor under penalty of preaj ury "(a) Tbc. wank to be pealbrnmed under this contract is :subject to the requireramerrls of Section 3 of the llotrsing and Urban Development Act of 1968, as amended, 12 C S.C. 170 l ("Section 3 ")- 111C purpove of tiectron 3 is for ensnare that employment and other econornhc opportuomities generated by IIUD ti sistaamce or HUD - ;assisted projects coverer] by Section 3, shall, to the greatest extent 1'Casrblc, be directed to low and very tow- incounc persons linclusiwe of" Very Low Income Persons, Very Low hnre)uno HOUseholds, and Very Low hmcome Tenants served by the Project], particutarly persons who are recipients of HUD assisumce Ibr housing. (b') The parties to this contract agrec to comply with HUD's regulations in 24 C17R part IIS, wwhic) unprtcrncrrot Section 3- A.s evidenced by Rlreir execution of this contract, (pica parties to this Conn-act certify that they are under no contractual or lather impediuneo l That would prevent therm {i -one coniptying will) the part 135 rcgulMions. (c) 'rhea contractor agrees to settee@ To C,Wll labor organization or representative of workers with wvhielh the contractor: lhaas ra collective bargaining aga•oenncnt am other Understanding, il'aany, as notice advising the tabor orrganizw.ion or workers' of t re contractor's comrnaitnhcrmts urlctcr this Section 3 clause, and will post copies of' notices to conspicuous places at the work site where both ermpaloyyeev and applicant's Cor training and employment positions Carr see the no tice. The notice shall ol;seribc the Sections 3 prcfcac.nce, shall set I'osrttr minimum ntr7ll er of job trtleS Mmhleet to hire, availability of ap7pr41'ntimihap amd training position,,,, the aguatiflQatlons for each; and the nanmc and location of pe°c souls) taking applications for cacti of tic position; and the amtiuiputed elate [lie. work shall begin. (d) ']'lie caramtractor zlgrees to include this Section 3 clause in every SUlxwrntract sula•ject to conmphance with regulations in 24 CFR part t35, and agrees to talke appropriate action, as provided in an appli(, ahle provision of they subcontract or hi this Section :3 CkLLISC, upon as funding that the subcontractor is in violation ofthe rcgnlatious 24 CFR part M. The contractor will not subcontract with any subcontractor where the contractor has notice oar twow`ledgv that the subconlracloa Ihas been form] ill w i0hMiorn Of the rcguhttions in 24 ('1 R pawl 135. 25A -29 (c) [he contractor will certify lhat aany vacant employment positions, including training posrtiarns, that are tilled (aa) after the contractor is selected buu heliare the contract is exccuted, and (b) with persons other:' than theism to whom On', regulations of 24 ('FR part 1.35 a•c(paire cnnplo,yntcot ol)purKwnrues to he uhreoted, were azcrt filled to oi.rcunnwcnt the a nrttractarr'S arhligatounos Wider ` 41 C "FRi part 135. (1) Noncomphaaaice with HUD's rcg'talautions in 24 CFR part 135 may rewah in sanctions, termination of this contract for default, and dchaannneant or suspension from futtnrc: HUD assisted contracts." After the fiorcgonog Section :3 Clause, there shalt be a signature block fin the contractor, as aap7plicAle, the foltownng text shall be included immediately aabovw , the signature block: "I'hc contractor/provider by his /her :signatatre affixed hereto declares under penalty Ofper3uuy that ca+artracttor has react tine uecpuireunnents of the Section 3 C'laausa; and accepts at] its rceluirements coonf:anned therein fang tatl (if hisitncr operations related w this a;ar acl,:" Jo the extent applicable, the Devefcopeu shall comply and/or coatase compliance with Section 3 Clause rccpuiremta ntw for the Project. For example, wwMacau and tf Developer or its lnure(s) fnl] time oniphryees, rather than volunteer labor or materials, Section 3 is applicable and all dih'L'hrSnrL arnd reportirn,g rvquirements appty. It]!u Rehabilitation Information. From lianne to time during the course ortlnc rehabititaduan, within tell (10) Ftusu ie�ss lays following City's written demand therefore, Developer shall furnish reapuested reports of project costs, paogrest Schedules raid e:ontractor5' costs hreAdownns fdor the reliahalrtarion, iternieed as to made description and item, showing the mime of the contractor(s) and/or subeontracpor (s), and including ,such . indirect costs as real estate taxes, Icgaai and accowifing fees, insurance, architects' annd engince•s lees, loan f`acs,'mLercSt ilaruig construction and contractors' overhead. 10.7 Protection A :ainst miens. Developer shall diligently file at valid. �Notice of Cornnlnletion trp)aaan completion of the rehabilitation, diligently file a notice of' cessation in the cvcat of en c;cssaatiaora tof lahcor on the rehabilitation For a period of thirty (30) days or more, and take all aaetions reasonably required to prevent the asserlion of chains of hern against the Properly. In the event that any claim of'lien is asserted against the property or any stop notice or cleaner is aassertcd agaaimst the O y by any person furnishing kibor or materials to the Property, Developer shall immediately give written notice o9' the Sawe to C'ily and shall, promptly and in any event within tear (10) 13usirneso; C7,ay:, aaRico wwaritmi deimi nd therelbr, (ti) pay and discharge the same, (b) effect the release theavuf lay delivering, to City as surety bond cornplymg with the recluar ernneant aof aapplicalale lawwas for Soeh release, or (c) take sucli Other action ias City may require to release City firom any obligation or liability with respect to such stop notice or claimn. I0.8 General Contractors who are Related Parties to the 'Mvelo ner..If the Project is developed with general cone actors who are Related Panties to the Developer, the Developer must be audited two the s uhcoat arior level by an outside auditing finer a 259 -30 appaove *d by tile City The Developer shalt pay for the alndn to the .tiutlacarlrtractor lew'eI by all outsi& aaudifin; lurral. 11. FEDERAL (HOME Pf2OCw17.AM) C;;CY'w'F;NANtiTS 1 I.I Quaulification as Affordable Housing As more particularly provrrdccl in tlae Affordability Rest6ctions on Fransfer of Property, Dcwchrher sh4lt Frye, m arrtrgc, and operate the Property in accordanec with thr r€cpuaaaanenty of' 2.4 ( It 92.252 so as to qualify the housing arut tile, Property as Affordable Ilotusing with affordable rents. 1 1 2 Tenant nt and Participant Protection. ction. Devc1oper shaall comply with tlae requirements of 24 C'IM 92.253. 1 l,3 [hitentrarnal'ly 0mittcdj 11.4 l middcapped. Accessibility MwQlopea shcidl coarl�ply with (a) Section 504 of the Relta>ihtation Act of '1973, and iaa7plcancnttnf, NgUtaltions at 24 C °Fp 8C p;aavcming a tcccxsihalily of projects assisted render the IIC ME1 ' I'rognwla and (ra) the Americans with Disa bihtdes Act of 1990, and irtaplertacratiatp; uegudattrnav at. 28 CUR R ;35 -36 ail order to provide handicapped ,accessataidity to the extent readily achievable, 1 I.6 Use or Debarred. Suspended or lneli =dble Participant . Developer shall comply vwidt the pnovimons of 24 CFR 24 relating to Mile emptoynacat, engag;enpenl of (WC1 vices», awardhig of 4on.tvaacts, or Bantling of any coon- actaar or• subcontractor daring any perdcad of debarment suspension, or placcillent ill meligibihty stautus. I l.7 R1,11intena uve of Drtjgj ree Workplace. Developer shalt cer -fdfy than. Devclopor will provide a drug-frei" workplace in accordance %vith 24 (TR 84.13. ] L8 Lead-Based Paint. Developer Shall comply with flie vmltdrenpents of the Lead- Closed Paint Poisoning Prevention Act (42 d. `k.C. 4821- 4846) and itnplemcnting cgu]atiotas at 24 C "1 R 35, as applicable.. 11.9 Affirmative Marltetiu . Developer shall implement and perform such aaffrimitive marketing procedures and requirements Im- the Property (,21 t-'17K 9,2.351j ira. Compliance with the City's adopted Praagaam (aa copy of which is attached heveLo and a m- poratcd herein aw I:xlailpar 1 -1). I L 1:1 0 Equal Opportunity and Fair Houvinf, DevJoper shall carry out the rehaibihtation and perform its obligations under this Agveenlent in compliance with tat] or the state and fedcrat laws and regulations regarding equal a rppc:at.tnnity and fair hoLtsing described ru 24 C;FR 92,350, 11 11 Property Standards. Developer shall cause the Property to meet the housing equality standards set forth in 24 C'1aR 882.109, as well as all applicable local, . state and federal aide.; and ordmaalcey, including— zoning alydinanec.s. Developea s laid also ( amLse 1'.110 Property to 11,1M the Current edahon of the Model Energy Code plhltahQd by ttae C'oun:it of American lluildin.- Officials. 25H -31 1 D 12 FDhslalaaccinyni and Relocation. Developer acknowledges and agrees drat, purivuant to 24 C 1710 92,253 and consistent with the other goals and oh,ieehves of this pail, C;it:y must enstne that it has taken till reasonable steps to ruinhaaire the chsplacenacnt of persons as a result of the Project. Fu rthennore, to the extent lcasible, residential tenants nnast he pi- ovidect a reasonable opportunity to leasc and OCCUPY m s'uitabhe, dent, sale, sanitary and alliordaahle dwelling, omit on the Property upon completion of the rehabilitation. Developer agrees to cooperate fully and completely with City in meeting the requirements of 24 CFR 92.253 and Shaul take all actions wid measures reasonably required by the 1.xecutivu Director in connection 'therewith. A11 applicable state g Uidelines must algaa he fiollowved. (a') Developer :acknowledges tract sig,recs to hire a Rclocatio n C "aonsUltarit to provide relocation services, pursuant to the Uni'f'orm Relocation Act and Real. Property Acqursitiora Policies Act of 1970 ( "l. R.A ") and 2.4 C'FR 92.251 ('h) The City, Developer, and Relocation. Consultant will meet periudieMly during; the relocation to provide updertcs anal uevic-v levant files. including! at Project approval an(] prior- to fnat benefit calculations. `I he Devcihoper and Reltoeation C onsullmit shall eaiiy out activity ira compliance wrrilh URA anal the City's Acquisition and Relocation Policy and Procedures Manual ( "Cw<faanual "). (c;) The Developer mid Relocation. Consultant edixall maintain accurate records and files pertaining to the teanpormy and permanent relocation of tenants, in acv ndance with CIICA and the City's Mamml. (d) The Developer and Rctocaioca C`earrNtaltarat shall provide tall relouti on and tcmnt ti'Ics to '[tic City once r ehoeation is complete at the Project. 11, t3 Other Program Rcetaalrements. Developer shall carry out each activity in eaomphaanue wwilli all luderal laws and regulations described in subpart FG of 24 C'FR 92, except that Developer does not assume City's rcspouxibilities 'kn environmental review in 24 C"FR 92.:352 or the rntor overruraeartal review process in 24 C FR 92.359. I C 14 Reguest for Disbursements of Founds. Notwithstanding; anything ctontaincd in this Agreement to the contrary, Dcwelopur may not reutuest dishursemenk of funds under Cliis Agrecairoent Unlit the Cands acre neealed 6or lasiyruont of eligible Costs (.Such funds s1aall be tascl sohriy towards tlae acquisition and, rehabilitation of the Property). The anacoant col each request shall he limited to the amount nceClc -cl. 1 l 15 Eligible Costs. Developer sliah Uwe. 11OM P l'uncls to lacy c.aists detincud as clig; hle casts" pursuant to 24 C"FR 92-20h- 25 24 -32 1 1.16 Revords and Re mrts. Dcvclarper shah rrrainwin and firomt ttmme to time suhotait to Carty smCla rCCOAIS, rCpOrts arid infiarrmalioum its the E xecutive 17mucckaa' may ueasaammatlaly require in order to prnit City to meet the record keeping and reporting requirements required of it pursuant to 24 CY1C 92.508. 1 1. f 7 Uniform Administrative Ite ,uiremmenl's C ust Principles, mid Audit Recruircmcnts for Gcdcral Awards, Developer via €l comply with time requirements aumd standards of' 2 (;1 R 2K l 1 l S C omillict of Interest. Deavcloper shall comply with zmd he botuid by time conllict of interQNI provisions set fodh oat 24 C:"f'tt 5M61 t, as well as- state regulations pertaining to conflict of unterest. 1 1 19 Muunitoring. Developer shall allow time City to Qondutct periodic nspec'[ionw car time HOME auvsiwtiM u.mmitn orm tlxe f'aopea-ty auw required by the Program after the (lame of rehabilitation completion„ with reasonable notice. Developer shall cure any defects or deficiencies founmd by the Pity whilc conducting such inspections within two weeks of written ncmirec tlucrcua , or saaClt lcatagCr' pencil as is reasonable within Clue sole discretion od the City- 11.20 Recertification of Tenant Income. (A) Developer whatll take till meeuwsarry steps to review the income of all tenants prior to rending; to dime, as, well at,,; revwwmg current lenaant,,: on an annual basis, to accm +oclrsti,ce with HOME regulations and guidelines. beery Riflih (5't) year, Developer shatl require e anew original income documents to be submitted by tenants. Tenants in I lUi1 E assisted units whose inconws tit) longer uormply with federal income gluidclrnca; shall havC their rutrtn adjta -stud in accordance with fg,deral HOW guidelines (24 C'FR 91252-92,253). (13) 11 7MI. ,r,smsted units continue to qualify as affmlahle housing, despite as temporary non-compliance caused by increascs in tine anctrrncs of existmug tenaanls it' actions, ;satisfasctury to HUD are huing taken W Cusatru tlnal all waurnCiQs M-0 foticd in accam hulue with this section unatil the mmoua conappianue is ccaarecte;d. 1 1.21 Other IIO IE Program Requirements. Developer shall comply with all other applicable rcgrmrcmacnts of the HOME Program. 1't 22 If there, is a discrepancy between ,State; and Federal law with regard to any of the aforementioned covenant -s, the more stringent shall apply. 12, NIAIN,rENANCE, ~WlANAC:EP111• N , OPERATION, N, l'RESEPtVra TION AND REP'APIt OF PROPERTY 12.1 Maintenance. Developer shall maintain the Property (and all ahni iug grounds, sidewalks, roa&, parking and landscape at-cacs wumich DQvdoper is otherwise required to anaiamtatuti) ill gonad w.ond`mtmon and tcpair; sluall operate the Property in at 25H - -33 businesslike manner, shall pruoterrtly preserve: and protect its own as well as tlau City's nnteacsts ill C1TrnrrLC'troal wwitln tlrc Property. shall not uotaunu.it or permit any waste or deterioration of the Property (except for no rnnal wear and tear), shall riot abandon atny portion of the Property or lctavc the Property unguarded or unprotected; and shall not otherwise sect, or fail to act, 'ill such a way as to unreasonably inurease the risk of any ohmage to the Prxoperty or of any othQr impairment of City's interests under tire Loan Documents Without, hnlitirng; the generality of the foregoitng, and except as otherwise agreed by City in writing; from time to tinnc, Developer shall promptly and fbithfiully perform and observe each of the following provisions. 12.1.0 Alterations and Repair. Developer slroalt groat rcanaavc, cdernaolish or axuateriAy alter any Improvement wvitltotrt City's prirrr eorlwelot, except to snake non- structural repairs which poreservc or increase the i'roperty's value, and shalt praomptty restore, 'its a good and professional ntannler, any Improvement (or othca aspect or portion of the Property) thaal is dantage,d or destroyed Fiona any cause. 112 Conntoliance, Developer shall comply with all laws and requnenacnts rot' Claovernmental Authority (including, without limitation, all requirements relating to the obtaining of Cioveronent,al Authority approvals), all Governmental Authority aepprovols arld all right", of third parties, relati.ng,'too Developer, the Property Or Duvcla;oper's business thereon. 12.3 Taxes and Impositions. DevelopeF Aud l pay, prior to delinquency, all of the fiollowvirng; (collectively, the "lrnnporsituons "'): (a) all gencrat and spacial real property t,axr;s and a,,,swNsnnents imposed on the Property, (b) all other taxes and aSti4stirn1ell1s and eliarges of every kind that are a;Ses.wd npaal the Propocrly` (or Upon th.C. owner bald or operator of the Property) and that create or rnaay ereaate a lion upon the Property (or upon. any personal property or fixtures rased ill connection with the Praopertyy including„ ovithout limitation, noun- governmentaal levies and assessments pursuant oar applicuble Covenants, conditions or rustdctions, and (c) alt liecn,,c Gecs, taxes and aassessolnerlls imposed on City (other than City's income or franchise taxes) which are measured by or based upon (ill whole or ill part) the amorist ofl�lne obhg;atioras sccurcol by the Praopnc.rty. if permitted by hvv, Developer niaay pay any Imposition 'in installtncaats (together wwith any accrued irnteres'G).. 12.1 3.1 Right to Contest. Dcvuloper shall not be leoquurcxd to pay arty Imposition so long as (a) its validity is being, aaetdvely contested run good tinth and by appropriate procceding;s, (h) Developer has demonstrated to City's reasoriaalvle satlstaaotio, n that lcavinlg; such Imposition unpaid pending; the ontcarnae of such proceedings could not . result in eoliveyan ce of the Property ill satisfsaction 01 sic o hronposition or otherwise tnnpah- City's interests nn der the Loan I)oetrnnr *alts, and (c) DQveloper leas futnrslncol City with a bond or other security satisfata,tory in an annnount not less than 10011 "0 of the aapplieablC Ckliol (including interest and penaaltics). 1 2.1 t4 : Evidence of Payinesnt. Upon demand by City l'raonn tine to tinne, Dcvcloper shall deliver to City, within thirty (30) clays fl lawwrrtg, the due Clad: of any Imposition, evidence ol'panyrnenl reasonably satisfactory to City. 254-34 12.1 3.3 Books and. Records, fDevdoper shall maintain complete books, of account and tatfrvr records, rel]ecking; its operations (in connection with arty other husnrc.`,,,aei ,aw. well as wilh respect to the Property), in accordance with ggerterally accepted .accounting; principles Rapp�hcd oil a consistent basis or in <accerrdanct: will such other principles or methods as are reasonoabty acceptable to City, in awcor Mace with 24 (TR 92.508. 12.4 Project Operating Accoun . Subject to thu requircuicarts of "khe Senior Lender, [Developer must promptly deposit all gnolect incomt: directly into a segregated depository account established cxc,lusivcly for the Protect (" ProJect Operating Account "'). Withdrawal,, from ibis aoxmint irmy be matte curtly in accordance with the provisions of ihis Agreement and the aapproccal Project Budget, as it may lie revised Fiona tine; to brae with City approval. Devcloper may make withdrawals from this account solely .fair the payment of pncajcct expenses (inclodingw, without hinitation, ,funding reserve,, arid the inualcing; of cleht s,ervrce payments), project fees and paerrnitted distributions to the partners of the (Developer. Wifil irtawals fprOM this account lirr othrer puipOSQS riraay be raaaade only with the prior written approval ofthe City. 115 14plac ernent Rcscm., Account. Developer must establish or cause to be establislied a ,aegfrrcgated interest- bearing replacement reserve depository account ( "Replaecment Reserve Account ") no later tl ar. sixty (60) days aaltei the Certificate of Completion is filed. Developer nnast inaal e, monthly dQposits from projccrt income irrto the Replacement. Reserve in accordance with Developer's Budget, as amended frona lime to tirrrc. Developer may witlidratwwe funds from the Replacement Reserve Ae ount stalely to furul capital iraiprovenaents liar- tiie Project. such as replacing or repairing strmIural elenaem;s, furnitu.rrrc, fixtures or epnipmont of the Project that are rcaasomilily required to preserve the Project [Developer may not withdraw furmis train the fiepkicement Reserve Account for any other purpose without the prior waittcn aapprov ail of'tile City. 13. NON DISC :RINI (NATION COVENANTS 13.t Oblf�4a,tion to Refrain Iron Discrimination. Developer covenants and agrees that: A. Ira Use of Property. There shall he no rhscrinumition . aagahim or segregation of any person, or group of ier., , r „an acuounl of raec, color, p 1 ' ssira5, creed, religion, sex, mental or physical dm4bilily, irwrital stMus, national origin, or ancestry in [lie sa1o, lease, sublease, transfer, use, occupancy, terture or enjoyment of dw Properly, nor shall Developer or miy personal. ctatrnrng under arr through it, estralilisla or peinlit any such practice or practices of cftseriminalimi or seg;n.,gp,,tliou with rcterence to the se]ectou, locattcrta, nnnrher, use or car;ecrpanQy of tertmits, lQSSCQS, subteaaants, sublcssee. , or vendor!; of the Property. H. In Affordable lIeinsin ,, Ihestrietiam„. The foregoing Covenant shall (a) tic; included in tfac Altiordaihiht,y kestatcaions our Transfer of Property, (b) rura with the land, and (c) reintain clfeutiwe for the terns of the contract (for 55 yeay.,).. 251 -35 C° In Emnloynient. In rc:habilita,tiun of the Property, DQVeloper Shrill not drscrinainate against ally employee or applicant bccause of race, u)lor, eroed. rellgion, sex, marital status, mental or physical aliW)ihty, national origin, or ancestry. Developer shall take aflirt' atrve action tar ensau'e that )applicants tarn erniapa?yed, and that unwployces are tre�atod during ernpgloyra7enl, without reprd to tlaci.r race:, color, Creed, religion, vex, marital Status, national origin, or ancestry, D. In all Contracts. Developer shall cala.Se the fiarep oiaag cowearaits to be rnscrtcd ill all caontrads fiver away work covered by this Ageem nt so that such provrwrom, will be laindilIg upon e�,Ldl contractor and subcontractor for the betrefit of Cilk°, provided that the foregoing covenant shall riot apply to contracts or subconlnarr is for standard commercial supplies or raw rnatenals. 14, ENVIRONMENTAL MA'l "'I'I RS 1.4.1 Representation and Warranty. Except as drr e,loved na writing to the City, Devuloper has no knowledge (a) of' the pre""ence Oil, under or about the Property, now cal- in pfre payt, of ally 1larau °daaass Materials, or of the transportation to or ii-om the Property of any Hazardous Materials, (b) that asbestos or paolychtomatud hiphQnylw. (Pt'l3s) arc contained i.ra or stored oil the Property, or (c) that there are rnry Under - ground storage tanks located in, or. or under the Property- 14,2 C omlaliaenee with Environmental Laws. Developer shall ('a) comply witlh . all calvironnaunt��d laws and environmental permits applicable to the Rehabilitation of flwe Property, (b) trnrnedratcly pity or cause to be paid all costs and cxpunses nrcurred by reason of such compliance, (c) keel) the, Property liue and Meru- of any onwaronmental ulaarrars Or lr a9 rrn'peSecl p,)nrsnant to nary Lnvironm Qntarl law. and (d) obtain Viand renew' all environmental permits reLILrirect for ownership or arse Of the Property. 14.3 Vresenee of Hazardous Materials. Developer, shall not, and shall riot Permit anyone, else ter, gencrate. use, treat, store, handle, release, or dispose oN lazarclous Materials on the Property, or transport or permit, the transportation of Hazardous Materials to or from the Property excsrpt fr)r de raaioimrs t'coantities used at the Property ill eomphance with all ahphcaable environmental law,, and reCILM -ect in coavrectron with die tontnac operttioaa and maintenance of the Property. 14.4 police ul' Environmental Matters. Devcloper shutl tmnaediately advise City in writing of any of the following: (a) any pending or threatened envir omnental claim against Developer or the Property, (b) ally condition or occurrence that (r) rQ'sults ill noncomphance with any aap)piicnble environ aiental law, (.ii') could a-c:asonahl,y be rarttrc,ipartcd to Ca'WSC tyre; Property to he srlbjQ0 to array restrictions on the ownership, aecupNrney, stNe Or transferaabrhty ol'the Property under any environmental Law, or, (iii) could re:isoVaaably be anticipated to fbrrn the basis of an cnvironmcntaal claim ugariratit the Property or Developer. 14.5 Environmental Ia7dQmullication by the Developer. Devc1oper agrees t'o dufenal, ira<per7aaai-fy" "rand hold hun less the (Ity° and their resp edwe c)ffiCA�a:s, Llirce +aors, employc°es and agents (collectively the Indemniteus ") f ml and agphi t any and aH 25H --36 obligations (Including runvrovm d and remediation), losses, clairns (including third panty Claims), :suit:, ludpvrt;r7ls, Vr,a1-ailities, penalties, damages (indudiig c:carasacp1 ntirnl rrracl puntive damage,), masts and cxpMascs (including consarltaalts, and attorney"', Y'ies) of vwha'teven kind or n,itUrC WItatsoever that may at arty time he Incurred by, Imposed on, or asserted against the hnelennnitces directly or indirectly based on, or arising or restrltirn'g from the ac;tu d or alleged presarncc of Hazardous Materials (nr tlit� Property other tlnaul arising bran the gross tn0ghgence, Willl'tal rrnsctrndrrct and/or illegal actions cal' any l odemn i tee. 15. {)'1'lli{:R AIT'TRNI 4I°I'G'E COVENANTS Wll le aarny obligation of Developer Linder the City Loan Name or Deed of`I'rust remain outstanding. the following, provisions shale apply. except to the extent that t xecutive Director othcrvvise consents ua writing: 15.1 Existence. Developer's ckme al Partner shall rorailntaaira its existence in good Mending undea the knvs of fire State of California. and Developer shall provide clacuanenttrtion ofstuc}r matus annaaally to thr City. 15.E Protection of Lien. Developer shall mainudn the ties of the City Decal of" rust as, za valid second priority deed of trust or) the l'rul)erty and wke all uchons, and execute mid deliver to City all docanncnts, ruasaaarahly reequircd by City from tImc to trove in eaaanne,ction thcreavith. 15,3 Notice of Certain Matters. Develop0r shall give notice to City, vaiIhirn ten (10) (lays of Dev =elopers 'learning thereof', ofeach of the following: (aa) any filed lrtiga Lion or chair of lbcring or r0latting to the Property and involving an amount in excess of $5,000l and arany litigation or claorn thatt might .sub�jcc t. Duveloper ov array geraeral partner to liability in e wess of $5,00 O., whether covered by insurance or not., (Ia) Amy divprate between Dcvelopes, and a i iovernmentaal Atrthnrity relating to 1110 Property, tlnc adverse detunvnirnaliorn of which might materially uIfect tlr0 Property; (a) any clraange in Developer's lnancipal place ofbusine,; s; (at) sail} aspect of tore laraprovements that is mart irn suhvtarntiaal eonf% rmily with the prlanns of uo(k; (c') any Event of Defatdl or eVur5t Whiell, vvitll the giVing cif` notice or the passage of tam0 or heath, vv'uuld co nstitute an Fvent of l)eftault; (f) any maIcr ial default by Developer or any other party urnder. any Senior Loan docuolcnt, or rlre receipt by Developer eloper oi' any notice of default under any Sailor Loan CtOCnrnent, 25a -37 (g) the creation or unpw,i ti on of" any mechanics' or m aterralmauns' hen rrr other- lien aagainst the Property which might materially affect the Properly; an(Uerr (la) any material adverse change iaa the finmiciaal condition of l5 A Further Assurances. Developer shalt cxeCUte and aacknoMedge (or carcase to be executed and acknowledged) and deliver to City all docwnrrents, and take aatl actions, reasonably required by City li'orn t €live to tinge do confirm the rights created or now Or hereafter intended Icr be crowed mider the Loan Documents; to proleet and farther the validity, priority and enforceability of lire City Decd of Trust, to sabjecf to Chas Deed of `trust any property intended by the terms ot" any Lotua Docunraent(s) to be covered by the City Iteeil of "T'vaoSt rrr otlaerwvrse ter Carry y out lhe purposes of the Loan Documents and the tmrisatctions tbererna�der. Notwithstartciutg "anything to (tic contrary set forth herein, the Developer Shalt have no obligation to eMx.eGntel any docatrncrrt, or take rr.n ?y° action, which Would (i) Change a nra'tcrial tarn of navy Loan Document, (n) change oB. impair any material fight of Developer aarad /or (iii) increrrtie the liability of Developer or any paan tier thereof. 15.5 Annual Financial Statements. Developer :shall dc+livor lo C ky, within one hundred twenty (120) days .after the end op" cacti Calendar Year, (ai) a certified public aecotuvtarrt rCVicvved balance sheet for Developer as oFthe end of such Calendar Year and a UaTtified pnhhic accowovtattnt reviewed slatement of profit and loss for Developer arld liuo- Develcrper "s orperautionw in connection with the Property for such Calendar Year, together with all supporting schedules, (b) a certificate of such certtticd public aceoruat "ant that suCta etocurnents were rev�iCwvccl fay suCb Corot Cd public accowarataant ill acunrrlance wvith generally accepted accounting prorrrvCip>1CS aural u?th rwviwe coaatply vvatlt penc ;ratty accepted aCCCaatntinp; prrrreipalCS revieww requirements, and (c) to certificate of Developer's Administrative Ciervraal Partner that such doicument,s: (i) wcre prepared in accordwice with generally accepted accounting principles applied on a consistent basis or in accordance with such tither- pnincipules or naethocts its are rea":aratably acceptable to City, (it) fairly present Developer's financial condilr`on, (iii) showv all material liabilities, direct and contingent, and (iv) litirly preseutl the; results of Developer's operations. Dcveloper shall also provide the City with arty other arrnual audit reports isaCrcd by other Frond.( ?ring 15 -6 Audits and Access to Records. Developer agrees that City, the 1-1.5. DQpartment of housing and Urban Development, the Comptroller Ciencral of the tlniteal States or any of their authorized representatives shalt have the right cap' ;aQe(ess, upon reasonable notice, to any books, docurrrcrrts, papers, or anther- records of Developer which are pertinent to this Agreement in ureter to make anrdits, erxatmnationn, abstracts, excerrts or transcripts. Dccvelopo- will anaainttapn all, books and records pertaining to this Ag ecnaeatt lbr a period of not less than five (5) years after all matters per-tairarnk to this Agreement (r e, audit, disputes of titigadon) are resolved of accordance with atppbc�ible federal or state laws, ve4i.datiorus or probcics, avail when a per iod of aflsvrdaabiplty or recapture, applies to Developer's activttics, fire a period of not less than five (5) years alter the affordability period ends. all 25H -38 15,7 `iumilc Inspection Report:. Developer shall delivter as ten-nite report perktining to the Property to the City every= fifth (5ll') year hegonaaing January 2019. . 16. OTIIRR NECxATIVE COVENAN "1'S While auiy aohlig atiara or Developer sunder the City Note or City Deed of "1'rusi . rtmlain outstanding! the following pi- ovusions shall apply, except to the extent that Executive Director- otherwv'isc consents in writing: 16.1 Default on Serapor Loan. 17evchlper dials Brat deC;uah call any of the Senior boon do(:uments, provided however, that Developer shaaH have such period as i:s provided in the Senior Loan Liocanlel)IS during which to effeCtuatc as care, pta.? Sale or Lease of Propeutw'. Unless and until D(,, eloper has rec6ved a Certificate of Completion for the rehabilila tion I'rasna City, Developer shall not sell, le +axe, sublease or otherwise ftaarrs9i01, all or "'my part of the Property or any interest therein Without the prior written Colaserrt of the Executive Director, while consent may be wwrtltheld in :hQ Fxucuti -ve Director's reat;onahle diserelion, In Conn daion with the fbl-Q cain'g consent redluiremctlt.s, Developer acknmvleulgvs that City relied upon Developer's particular expertise ill entering mlo this Agreement and continues to rely on such expertise to cl,asute the satlsfiacto y completion of the rehabilitation. Notwithstanding, m-iythili,p„ to the contrary contained he * *rcila, a " tt,uasll;,C shall not nrUlcude (f) tl transfer aria General Partner's interest rn Duveloprer when made ill connection with the exercisee by the Developer's limited partner (tile "Limited Partner") of its rights upon 2a deLault by a General Paruwr under the 7 )eveloper's Partnership Agreement (the. "Partnership Agreement ") or upon a General Partner's wiilydrawvaal in vrolatirrn of,the Pau- tnership ALpre(mient, so long as the renaovad and substiullfon of the dedaultmg Creieraul Partner is made within thirty (10) drays orsuch derrrult or, if such removal and substitution ctannot reasonably be completed within thirty (30) days, sus long as the Limited Partner commences to t'alw it?taia[1 to r'enjove arlat str'bstitilte the (jcl ",rail Partner wv'rth a reasonable penodl and thereafter ditigently proceeds to complete such suhstitaltion, (ii) aray tr ansficar orthe Property to the Managing CCeneral Partner pursuant to the eight op piust relish or to the Genera[ Partners pursuaanl to the purchase option, as provided for In the Partnership A,p,>7-eerncrit; (m) any transfer (if the Limited Pautrler's interest ill connection with a del"aault by the Limited Partner snider and in accordance with the Partnership Agrecarrerat; and (iv) arty sale, transfer or other disposition of'an interest ill a limited parmer of the Developer. IT CERTIFICATE OF C"Clli'I:i °I,I^ TION Up oll satisfactory e:- onlppe;tion of the rehabilitation amid upon the request of' Dvwdoper, or at its own election, the City or Santo Ana sliaa:ll issue a Certificate or Completion Such C'ertificatc of Completion shall be.. and shall so state, concluasive determination of s:ruslaetdrr`y Completion ofthe reb,rbllitaution. 25 11 -39 If City declines to furnish a C.;ertrficate of'Completion after written reque.st firo n Developer, the EXCCLItive Dii•cetor shall, withm thirty (30) clays after receipt of the request, provide. Developer wwith a wtaltetx statement erf the reasons thercfine. 1fie statement shall contain a description of the action Developer must 'take to obtain a Certificate of Co mph.,trcn}, 11' 111c rxx;tson therefore is that the DvVQhrper Ilaas plot completed a rminor portion of the Reliaubilitation, ('ity may, in its scale and absolute discretion, usswle the Cerlificatte of Completion upon the posting, with City of a bond or other- I'orraa of security acceptable to the Executive Director in the an mmL of the fair vid uer of the UnCartnpletcal work. A Certificate of Conipletrarrt is not evidence of compliance with or :vatrsfiaction of the Loan DOCUnaetats or ,rny oblig;alion (if Dcvctloper to any other party whatsoever, uncllrrling, auoy balder Of'ri 11101-tg,age or deed 01' tract. A C ertrfa,cate of Completion iS rood. Trotice cifcompletion" referred to irr. Section 3093 ofIhe Cahfornia Civil Code. 18, IN DEMINIII IC A'u'ION I S. I Nonliability or City, DevOoper acknowledges and agr ecs tbaa: (a) The relationship between Dovch)per and City is paid shall remain sanely that of borrower and lender, City neither undertakes nor assurnes any responsibility to review, inspect, supervise, approve (ether than for aesthetics) or infirrrar. Developer of any matter il'r connection with the rehabilitation, including mattc.rs relating tern (i) the performance of lhwe rebabi.litation work, (it) arcituets, contractors, Subcontractors and nl ater ialmeu, or the workmanship of air ma w rials used by any of t,heiar, or (iii) the pro rc-ss of the rehabilitation; and Doveloper shall rely entirely on its ovwir jUdgnacnt With aeapoct to stash matters and acknowhedg;es that any review, ulspee;tioll, supervision, approval or iril'ormation Supt>lied to Developer by City in connection with such matters is solely fear the prokection cif City and that neither Developer nor any third . party is entrlletl to rein on it;. (b) Notwithstanding, any other provision of any Loan DocuinQ11L (i) the City are not a partner, point venture, alter-ego, manager, controlling, pursent or other. IaUSine;4y associate or p,arlicipanl of any kind of Developer and City aisles not intend to ever assume Many Snell status: (ii) City's activities in conneclion with the; L,oaari(s) shad ]lot be "outside the scope of the activities; of ra lender of money" withal the trreaniirgy a)f Cakfornia Civic Code Section 3434, as mobbed or recodified from time to time, amd City dOCS' not intend tar CVCr aasSUmL any responsibility to any person fdn dire cpality or safety ofthe property; aand (6i) t"ity shaell not he decme:d responsible for or a participant in any acts, omissions or decisions of Dcvcloper,; M City shall not be directly or indircedy liable or resparrurble for any lUtiw or inyjmy ol`aany kind Io any person or prolaMy rCSUlting; front amy Coirsl;ructron on, ol, oecUparnCy err use Of, the Property, whether arising from: (r) away a ufecat in any building;, grading, landscaping, or other onsitc or olfsite improvciaaent; (fi) any aCt or• ooaissforr Of Developer or any of Dcvcloper's agents, empk.)yces, indepelident contractots, licensees 25H -40 or tovitccst try' (iii) any° ncident on the Property or auny tire or other casualty or baurard thereon; curt]. (d;) By accupting or approving anything regauii cd gar he per tbrtned or given to City under the Loan I)ocuntents, inc'tuding any ccrtilicate, fnanc.iat statcrit ml, Surveys, appraisal or insrurarace policy, City shall not be cheated to have ,van- tutted or represened the mrMwiency or tegaul ellect of the same, and no a'uch acceptance or approval; shalt constitute a-a warranty or repaescr%dion by City to attyrrrue. 18.2 Inslerrrnity. Oe;veloper shall defend (by et:rtrnsct satisfactory to City), tnderrrnify and save and hole] harrrrless the Indexunrtecs ti-ont arrd against all claims, ohimales, deutuands, actioras, ToxsQ;;,, habilitics, assts and expenses (irtoluding, without hrnitation, attortrcyw' hues and court costs) arising, li•nrra or relating trr (r) this A rccnvent, (it) the snaking of the Loan(s); (ih) as etannt, duri and oa cause of action that arty person has or asset,., against Developer; (iv) arty act or omission of Devcloper, ar ?y contractor, suubeontractor or material supplier, engineer, architect or other person with respect to t1w Propert ;y, or (vi) the owwrrersNp, occupancy or Luse 01' tile T rttperty. Notvv�itlastanding the foregoing, Developc+s shM[ not be obligated to indemmnjfy City with respea to the earrsegueuces asp' any acct of iltcg,at cCrnthret, gross rueghgencc or w.tlliul miscoliduct of' City. Developer's obfigations tnrdur this Seetion shall survive the clulQellatlon of "tile City l oars Note, retcase and recovlveyance of the City Deed of Tnist„ issuance of the Certificate tvl Catarul�tletiCrrt, and M—mination ofthis Agr ucrrtent, 1 9-2,t 'Ivothw ithstuandinf, the 161-09m ,19, orertlter D v estoper, nor arty ofits partners, shall be personally Iiahte sou- any indemnification arhligaOioia hcreunCIel- which wntulcl result as 01C' repaoytnctit aaf "lrrnreipal aadreau uatCrcSt tender flre Loarr. 18,3 Trent bursearrent of City Developer rchntbutsc City immediately upon written denrxand for aft cost,, reasarnaaNy incurred by ("uty (including the reasonable Ices and expenses of attorneys, as e� runtit,urtts, appraisers and elherr eonsulmtits, whether tlae same are mdepertdent conlraovs or craployccs of 01y) in cart>atectdor will, the crtforccrncnt arf the I.oCart Doeuntents and ail] ruhtwd uttattcrs including all cladi s,. t cm rids, ca ases of aetion, ti.abthties, lasses„ commissions and other cost" aagarust which City is indemnified under the Loan Docauasent,s. Such reimbcu:scntenl obligations shall beau, interest from the date occurring, twenty (20) days alter City gives written demand to Developer and sltall he .secured by the City feed of I'ra,ast. Such reimbUrseunent obligaliorrs "'halt saurvivc the canecllation ol'tlie Loan Note, release and recttnveyance of the City Deed ot" `l'rtiust, issuance of a C "cati ticarte of Completion, and lerrtinettton of this A content tot. INSURANCE, CASUAL TV AND CONDEMNATION 19.1 Policies Required. WJJJle tarry obtigation trf Developer sunder the Loan Documents remains outstanding, Developer shall maintain air Developer's sole expense, with insurers cillter (t) athatittcd in C'ahlornia or (ii) are not admitted to Cahlrnniaa brut have an A,M. Best Ratting of ".y" or alnrve and reasonably approved by the City, the 25H'aa -41 following policies ofnr,,uraacc on firr-m and substance rcasonably utrs,firctory to the City Attorney: (at) worker's compensation irr n;unce and ally insturanu required by law in connection with fl,w rcbabilitation; (h) prim to) connxrctxccrncrot and lollowwing completion of the rel abihtaf ion, fire wand hazard "2'x1.1 risk:" rrtsau-aarcu covQr6ig 100% of the rcplaccraxural coast of the Improwenacnts in the dent ol` tire, lightning, windstorm, vandahsin, rnar.liclous mischief and all other risks normally covered by "all ride' covurage policies in the area where Illc Property is Docatcd (including, lass by Ilood o1 the Property is in Lill area designated ar subject to the danger of 1loud), (e) uporr commencement Of the rehabilitation and at arll . tunes prior tot comptction of the rehabilitation, bnilxler's rusk -adl risk insurance covo,,ring: 1005'' of the replac eixtent coast of all. Irnprovernaurts (including off "sitc materials) during the eounr e of construction xix the event of fire, lightning, windstorm. vandalism, earthquake. malicious mischief and all otlier risks iiormall.y covered by "all nxV Coverage poticies, rrr the area w horu the Property is located (inctuding loss by flood ifthe Property is on an Elea cl"ig hated as subject to the clanger Of 1`100 l); (d) pnbhc lrtrbility 1111,x11- axtco° in auniounts reasonably rc;ywrirt,,d by City= frx,nr tinwc to Limo, and nx no evelut less than S l ,000,000 for "srng;le occ.urtcncc;" (e) property damage trlsurancc en anrcruntM reasonable rcquired by City from time to tints, and in rtor event Icss than $1,000,(ltitl, and (t") any other insurance reasonably required by City. All sueIr rntiuranct". ~ball provide that it may not be canceled ox materially rnoo!lifiied W11,11 01.0 I.hirty (30), (rays prior ww°rittcu nertice: to City. the policies required under suhparagraphs (b) and (e) sl,xtill include a "Icrtder "s loss payable cndorwnreuat" in form and SnbstMICC :saiklhcto y to City, showing the City as crucurnhrance. 'l'he t'ity shall he named as an additional insured(s) in the policies rcdurred under subparagraphs idl and (e) with primary, coverage. Certificates of inscrunce lnr the aibowc policies (and o r miginaxl policies, if required by City) shall be delivered ivith.in ten (til) clays aflcr demand therefore, and prior to start of tiny rehabilitation work. All policies inwairing against damage to the latxpro vcrnonts sl -uill contain an agreud value clause sufficient to chnrinate tally rttak erg' co- insommwe. No less than thirty (30) clays prior to the expiration of; each policy, Dcweloper shalt detiwer to City cardence of renewwarl or replacement of sueb policy icasonatbty satisfactory to C;ityAttorncy. 19.2 , C:ity:kttarrnct Mar Modify. The City Attorney may modify the type and anterunts Of inSurancc rcalurrcd pursuant to this Section. I U Claims and Procculina s, Developer shall }live City immediate neatioe of any raster ial casualty to arty portion o l' ilic Properly, wrolictlrcr or not covered by insurance, and of the initiation or IlncwQji d trrrtitation of any procccaling for 25H� -42 the eoridermnation or other taking for public: or L1GU,raSi- pnuhtiC tine of" away pautaota of thlc Property (collectively, "Concicraanation "), €aml :,haul provide City with copies of all documents which pertain to any saaeh casualty or Condmirlaanon, N eloper shat] take all action reasonably required by City in connection doer- ewvi'th to protect the intc;rc,s4w of C)evetoper• andior• City, mww.I City shalt he caatifled (without reared to the adequacy cif'its SCCtarity) to participate in any action. Claim, aacdjuu;trncrat or proceedings aaracl to Ire: represented ttaercIn by CcrLrrascl rap` AS choice. DCVClolaer SAW11 rant settle, aOJUSt, or compromise any claim, action, ara6justment or ptoccedin,p without pricer written approval, which approvat shall not be unreasonably wviltalield or delaye(l. 19.4 DelivcrX arl' Pra,)c cds to C1t , In the event t uaat, notwithstanding the "Iender's laws payable cnclorwernent" requirement set forth above, the proceeds of any e<rsualty insurance policy desct -N l herein ire paid to Developer, Developer shah], subject to any s, uperior rights of the Senior I.endeU, deliver such prarcCrXis tai the City inIMCCIMiCly Lrpcna receipt. 19 -5 Allplicadmi ofC.asu alts Insurance Proceeds. Any proeec& collecteel (the, "Ilrocceck") under any casualty unsurwnCC policy dQsQribed in this Agra.,emaent shall he disbursed to Developer as provided below, but rattily uprocata f'ulfil1nierrd. o1 eaach of the following conditions (the. "Restoration Conditions ") wvithin ninety (90) drays (unlw~ss axtertded by uaaulUal agrcerncm of Developer and City) following the oL,curreUC ol'the (hil -rage Herr wvlmch the Proceeds are collected: (a) Devefope .0l a.lh demonstratc to City's 1 eaasonable a,0astaC6on that the Proceed', ([Ogdher With araroLMIS dCj)0SitCd by DeVdop)er pniSnalit to subparagraph (b)) "wild be a'adexpauate to rcp'sar -r thu Improvements Mid to reStot -C the 'fa.ir market value eat` the Property, within to +jai ycar.s (or such longer time periud reasonably cteterinined by City), to at least the value it had inaniediately prior to sustaining the d am agQ, Such demonstration shall incline dolivery to City of (i) plans aid specifications reasomabhy Saisfiactoty to City, alld (ii) a rehabititalrcm contract in Karoo and content, anal with as contractor, rc,asonably satisfatctoty to City, (b) To the extent llraai the Proceeds arc insu Iicient to arccorllplish the restorations t-CClctir d ,ahoWe, , Developer shall deliver to City (thQ "4hortfiall Funds ") ill the amount of' such shortfall, which funds shalt he assigned to City as security fior DcvclopQr's obligation berconclur mid held and clisborscd in the same rnaraater ati the Proceeds. (c) Dewcleaper shat] cseext10 satclti documents'M City rCCltuires tea ovideace and secure Developer's obtigation to use all amounts (lisbur:sed for the diligent restoration of tpie Property, (d) No F vie nt of I)e III ltt :shall remain Laa1C0U:5(1. 19,6 Method of Disbur°senumt and Cludisbursed Funds. Any Proceed,, ami 5houtfaall. Funds to be disbui sed to Developer shall be hod by City anroil disbmw,, (l in aeeord<ance with ]lien vustojmm,y disbturserrucnt proeealures tarred r °clatesel. provisions. Any altatb Loral:. renaaalaanag undi.,bnu'SCCI I'OhMv'ing comtipletion of such resloratre)n. 25H ' -43 shall he a-ettarneel tar Developea° up to the amount of any Shortfall Funck deposited by llewuloper, area any other aatnoannts remaining shall either be paid to Dewcloper or applied by City against any obligations to City that are secturccl by a hen on the PrarpCrty, as they elects in flu it scale; and absolatC datiCnetion. 1 M truilm -e to eS'atisfy Conditions, 'tax the event that Developer- fiuils to fulfill the Restoration Conditions within ninety (90) drays (aaaaless externded purstuannt to Section 19.5) 1"ollowing the date can which the daaraage occt r,.,, the Procccds shall be, applied by City ag;aian.st any oblur ationa to City that are secwr,ed by a lien lira the PI-operly, and the selection of which such obligations to apply the Proceeds against shall . be made by City in their sole and absolute discretion. 19,8 Restoa•aution. Nothing in this ArtiCIC 19 shalt be construed to excuse Developer- ffrrnaa repairing and r °estoling, all damage to the property in accordance with other Loan 1-]trccarwnernt provisions, €cgar-dless rat wvhoher unaaraunce larocceds arc a vaailaWc oa Saalticiernt. 19.9 C;'enrcicaunxtitaat;'I'reatnze apt of C"oan ensntion `tiolaject to any superatnr rights ol'Scatioa [.ender, Developer hereby resigns to Ilse City, as sucnrrty fen tat] obligations to City stewed by .a. Item on the Property. "alV aannotants pauyaable- to Developer- irr connection with any Conctuennataon, and Fany proeeeds of any related setticarwrrt (Co4ctively, "C'onnpeansstiou "). Sub cct to "any saupertea• rights of Sern or- Lender, Developer- iliault deliver such rcm miring Compensation to Caty inrnnceliately upon reeeipt. if the taking Ccsutt`i raa a t(oS of the Property to an extent that, in the reaa, inaabtc: opinion of Oty, renders or, is likely to render, the Property not ceonoraaieally viable or it', In City's 1a,asona1)1c Judgment Developer's scettuty is otherwise innptanecl. City Inay apply thew C ornpeaasalicuan received cl re to Judgment or seUlenaeant ill connection with any condeninaUon or rather taking to rCCfnCC the unpaid obhgaatiorns secured ill staela order as City may determine, and without any adjustrnlernt ill the amount ear due elates of'pauynuernts due trncica the Note Irso applicd, any award in excess of the tunpaid Ndancr- (if the Note and other snags duc to City shall he paid to Developer err Developer- assignee. City shall have no nbligati;ou to take: any action rat connection with any actual err dn'eatened craradennnation air other proccuding. 19 9 1 NotwvathManding tine, foregoing, as lone as the vailue of'C'ity's liens at-c not impaired, any condcnnnation proceeds may be riser] by flue P'tcnrrower for rcparr aandrar- restor,ation orthe PI- oject. Lot. V 0 Wativen of .S ubi-o gation. Developer hereby waives sill r rghts to reeovea• against the ('ily (or any offiuct, employee, agent oa a Cprusentaative of the City) 161- Lilly loss �incnrred by Developer from any Cause ntsarrual t�against oa teelui.red by any Loran Docaunnent, to be insured against; provided, bowew er. that this waiver orsarlrorog.aliot) shal1 . not be effective with icspcet to any inWanraJICC policy if the CarVCragc thcr<;aruder would be matedally rcdoCett or uanitaired aas sa result tyCweloper s'Indt ruse r1'y best eTOOS to Obtain only pOhcaes w hiclu perInnit the tearegta,ing %VaaiVer' ca['sabra.rgntion. 20. DEFALILTS AND REMEDIES 254 -44 20,1 Events of Default. 'fhe occurrence of ally of the l'oHowi ng, mwliatuver the reason tiler efmc, shall constitute an Eve -nt trl' Defauitt by Dcvclopar:. (a) DevclopQr hills to make any prtymcnt raf principal or interest under Ole C ily Local Nole when clue, and such failure is not cured within 1-111 n (1 S) Business Clays after Developer ", receipt of written rurttcc thrtt snCln pa,yIrnrent wras neat received when clue; (h) Developer tails to perform ally other obligation for the payment of money raider rara,y° Loan. Document, and such t'ailttra; is lilt ctacd Within fifleern. (15) Business Bays after Dcvcloper's receipt of written notice lhent such ohligmion was lilt perfi'7rawted ww hun due; (c) Developer faits to perform ally obligation (other tlnsrn the ohligatiotrs clewc;rikred ill strhparagraphs (a) and (h) above) under luny J,oaaax Doeumcnt, and sutcla lirihnre rs rn£rl cared Within thirty ( 0) days aftea Developer's receipt elf written notice dn,af 'Nwh obligation was not perfiarmcd; provided that, if rumen cannot reasonably he effected within such thirty (30-day period, strc °h failure shall not he an [wont uf`Del'iatdt so tong as Devetoper (ill any event, withrtr tear (10) days alter receipt of; such notice) commences, to eurc, and thereafter diligently (inn miy event within ninety ( 90) days alter receipt ill" suelr lance) prO:WCtrtcw such uurre to Completion; (d) Any representation or warranty ill any Learn Document prove,,, to have heen incorrect in ally material respect when made,; (e) The properly k nimeerhilly damaged or destroyed by fire or littler e.a uralty uurlesw Developer lulf % the Restoration Conditions set forth lru the onsuu-rrnce provisions of this Agreement within ninety (90) days (ualcvs exterrdM pursuant to Section 19.5) mid thereafter dnlrgunrtly restores the Properly in ,aCCordatrnce with this Agreonicrrt; (f) Work on the rehabilitation ceases far thirty (30) cannnsUCtntive dayS for any reason (anther than governmental araBcrs, decrees or regulations, a o,, of gird or Lilly other deity, strikes car taller• C aasa^s heyonnd DQvelopc�: 's reasonable control), provided that the waunc do mg, in the nggreg,rle and in the ('pity's reasonable lurd,gment, threaten Io defray the completion of "the rehabilitation beyond the required completion elate scat Mirth in this A reemen% (h) Mweloper is enjoirned or otherwise prohibited by ally (MvcmmQntrtl Authority from eonstructing andlor occupying the improventents sand such injunction or prohibition Continues uanstayed for sixty (60) days or more for any reason; (i) Developer is dissolved, liquidated m terminated, or all or substaantiaHY rill of the rassets of Developer are sold or othemke trawderred ww iffiout the l ,xecutive; Director's prior written consent; (p) Dcvclopur is the sulypect elfin older for relief by a bankruptcy 254-45 C:(wurt., or is unable or admits its inability to pay ils ctebls as they mature, or inak.Cs 2411 assigllimcilt fur" the benefit of creditors, or Oevelopeu applies for Or C;Q1ti7.sent5 to the appoiir'lincnk of Lmy receiver, Irwme:e, 4ustodnan, conservator, liquidator, relrabilitartor or snnilur ol'fpcer l'or it or any paam of its property; or any receiver, truxtee, custodian, (;onservaulor, liquidator, rehababxator or similar ol'ticcr is appointed without the application or consent of Developer and the arppointmetit continues undischarged or unstayed lirr oincty (90) clays; or Developer institutes or consents to ally bankruptcy, insolvency, reorg iulizatiou, aunanp,ement, read- juustment of debt, dissolatlnwl, cuwtodiamship, conservatorship), liqunclaution, rehabilitation or sinnl.ar proceeding relaalrng; to it or ally part of its property; or any similar pr•oc.cedin,p rs im wilted without the consent (if Developer and continues undismisscd or unsulyed for ninety (90) days.; or any judgment, writ, warrraanl ol` auitauc ➢luaaiut or execution, or similar pvocess Is iss'Lwd or ]evied against any property of Developer and is not released, vacaled or fully bonded within ninety (90) clays after- its issue or levy; or (k) any of the Senior Loan cle:ocurueirts is rcvokcd or lerminaated, in whole or in pni't and for any reason (except due to repayment ol' such loans), without the Executive Direetor's prior written consent, or (ii) Developel defaults cat otherwise hails to perform any ol''its Ch1tre4 or obligations under or In connection with any of the Senior Loan alocullmll , subject to all applicable notice and cure periods, or (iii) any of` the Senior Loan dmtlments is amended, supplemented or otherwise amuhfieel without C "ity ", prior written consent, which consent Shall not. Ile unreasonably withheld. Notwithstanding anythiit�, to the contrary eontufiwcd herein, City hereby agrees that any Cure of any clefaault made or telyder ed by Developer's Limited Partner shrill be descrned to he 11 eurc by Duvcloper- and shall lie aaecepted or rejected on the same basis as if niaade or Mldere i by Developer, 20.2 Remedies Upon Default. lapon the oceturrence of any Event of Moult, City may, at its oration and in its absoltiw discretion, do any or, all of the l'o lowilig: (it) By wvritterw notice to Developer, declare the principal col all auilourl.ts owing under the I...oari Doelatnen:ts, together With all accrued interest and other anwounts owwing, in conneetion therewith, to lie iruilnediaately due and payable, repnrdk&'; of any other specified due date, paovidcsd trait ally hveiat Of Dd',Wlt described in Section 20.1 Aaall aukornatically, without notice or other action on City's part, cause ,all s;rrcle alnocarts to ha: imrrrediaately clue and payable; (la) In its own rig ht or by a court-appointed receiver, take possession of the Property, enter into coritnwts for nand otherwise proceed wwilb the Colrnpleetrorl Cal the rehabilitation by expenditure of its own fun.d,9; (c) Exercise any of its fights under the Loan Oocumcnts and any rights provided by lawn, iticluchng;, weiflioui lirnilatimi, the right to Seek specific performance and the Agri to lorccloac on any security acid exercise any miner rights wvidw respect io ally security, ill[ in stadw order and rn,,caner as City elects in as sole aired absolute discretion; curd, (d) Suspend oa terriin4ute the mvaud ofl1C) vlF3 funds it'Dcwclnper arils to comply with any term of that award. 38 25H -46 203 .0juraalative Remedies- No Waiver. 01y's rights and remedtcs under the kmn Docnnaents tyre caa.madative and in addhhon too all rights and uertnedies provideal by law. The exercise by City of any right tar ueapaedy Shall not constitnte a eurC or wwaa,iVU of ally default, uutrr invalidate any notice of defautt or any act done puasuar to any such notice, rtor pelardwe the City En the exeaa use. of ally other right ou reinedy. No waiver of aivy defianit shall be implied froth any omission 1)y City to take action can account ol`such default if such dofault Ipersists or N repeated. No waiver of any default shall aMtct any dcfaaalt other than the del "well expressly wwaivccl, and any uaula waiver shall be operative only liar the time and to the extent stated. No %waiver of ally provision of any Loan Document shall be construed as a waiver of auy subsea uend breach aofthe saanae prarmfean. C.atv's consent to or approval of any act by l3eveloper requiring, iiarther consent or approval shall not be deemed to waive or rcndcr uruaeCewsary City's consent to or approval of any subsequent act. The City's acceptaaaaee of the Late performance of any obligation shall not constitute a waiver by City of the right to require proarrlxt portin:aaatanc u of all further obligations; City's acceptance of any performance following ill(., stmdinp or fila'tag Of ally nodicc Of alulimdt shall not constitute a waiver w;ol' either party's right to pocce'd with the exercise of its remedies char .any Unfulfilled obligations; and City's accept:aiwe of any partial performance shall not constitule a waiver by City of any ril hts. 21. MISCELLANEOUS 21,1 Obligations Unconditional and Endeapendenc Notwithstanding the existence at any time of rely obligation or liability cif City to Developer, or any other claim by developer %against. City, in connection with the Loan or otherww'isc, Developer hereby Waives aany right it might otherwise have (a) to offset any such obligation, liability or claim against Developer ",, obhgatt`ons gander the Loan Documents, or (b�) to claim that the of ally such Outswildiing obligaatrora, liability or Claim excuses the ncnaperlbl- n-ince by Devetolper o any o[ tts oblig,adoow, under the Loan Docurnerrts. 21.2 Notices. All naotices, demands, tapprovats and other couaanaainications provided for in the Lome Documents shall be ill writing and be delivered to the appropriate party by peusomd service or U.S, mail at aty address as follows: If to Devclope.r: Guest HoU;9e IT coo C"'DP Guest House LLC ". .1416 Via Clptmlo, Suile 30 B. Newport 13cach, C'alll'ornia 92063 Attla: Kylc Paine With a copy to; I11C GUeSt House Sanl1aa Ana, LLC c/o Affordable HoUVang Albauev H, talc DBA Iracgaity Housing 4 S°cntnre, Suite 295 h;tiine, CA 9:618 I to [:'ity: City of Snntn .!Alta Eixcc:utiwve Dii'cctor ([`DA) I9 25H -47 20 Civic C "crater Plaza (M -26) P .CD, Box 1988 Swim Anna California 92702 With a copy to': City Attomey City o'1` Santa A rraa 20 Civic ('enter Plaza, 7th Idoor'(M -2aa) Sannta. A.taa, C;aiifornia 92702 Addresses ['or olwiQe, may be chaang;eel its required. by writtcnn notice to all other parties. All notices personally served shalt he effective w =host actually received. All nexuses mailed shalt be effective th°ec (3) clays after deposit in the U.S, Cwlanl, postage prepaid. The liareng;ontg nolvvitlustandiug, the rtaror rcc�eipt of any unotrce as the result o,f a change of ,address of which the sending party was not notified or as the 'result of a rdusanl to as cep't delivery shall be deemetf receipt of such notice. 21.3 Survival of Rep resentautiaanw a>nad Warranties. All representations and warraorties on the I,mui C ?cactrnlerlt�s sllaall survive the making of the Loan described'he*reiat and, heave lyeenn or will he relied rail by t;ity notwithstanding ding ars'y investigation made by either party. 21.1 No Third Parties Benclite[t. 'finis Agreement is mode for the purpose of setting iiarth rights autr9 oiroligatreons Of Developer and the City, and no other par °toil shrill have any rights hereualder or by aetason hancof. 21.5 Binslinp_ Effeetz Assignment til'Obligations. Tllis Agreetxleall shall binel, and sl'tanll inure to the benclit of. Developer and City and their respective successors and assigns. Cltlrer tlaaut as expremly provided to the contrary in this Agreement, Dtevcloper sllall slot assign any OF its rights or obligations under any Loan L'larcumont Ownilhoart the prior w-ritte:nn consent (If City, vttbich conSCntt May hu Withhold in C1tty't wile and tabsalute discretion. Any such asstgnlraaent Wiflteynt ",stuff ctaulscott Shall, at Ci't,y "� option, lye Void. 21.6 l'riala' At reenucnts: haancndtzneants; Consents. This Agreement (logether with the other l.o,;nv Documents) contains the entire agreement between the City and Developer with respect to the Loan and the Property, and wall prior ulcgotiaatioans, unclerstaurrthiigs and agreement,, are superseded by 'Ihirs Agreement and such other Loan DoCILrurCrAN. NO alwnehlkaticnn of' any Loan Document (includinug, waivers, of rights said conditions) shall be e.'laective unless in writing and signed by the party aganast whotn . eonforeenment of such modifrcatioll rs sought, and theon only ror t1nG sgyecrRlc instanlce and for the specific pu:rpow given. 21.7 C,o%erning Law. All of the Loan Documents shalt he gaaveroiecl by, and construed and enfiyrced in aaecordimee wills, the laws of tiro State col. California and Federal laws`, whichever is move Mringeni Dcvuloper iE-rQvoQaabty and unkxmiditnonally .,ubtmtfi to aicjunsdicfi n of tlrc Superior (;oust of the State of California 'toY" the County of Ciranlgc or the [.h iced Status lye- wt:riut Court of the C'e'ntrat District of C "tuMorru.a.. as, C.'ity . many deem appropriate, in connection with any legal aeLiDn or p'rocec(trrug Llrixillg out of or 259) 48 reladnng to tlus Agreement or the Loan Documents. Assuming proper sa rvico of' process, [Jewuloper aat:soa waives ally objection regarding; personal or ill rem ;purr isdretion or venue. 21.8 6everability of Provisions. No provision of any Loan I' ocunicnL tirW. is belch to he u ncrrdinrecable or invalid ,,hall affect the rcaanainnrg provisions, acrd to this end all provisions of the Loan Documents rrrc hcreby declarcu't tar he severable. 21.9 Headiaaps. Article and section headings are included in the Imam Documents fol- corrvenrernce as @` refeaernee only and shall not be used in construing the Loan Doacwlnents. 21.10 Conflicts. for the event o1' any conflict between the provisions of this Agrecinent and t hose of any other Loan Document, this Agrec*ataerrt, unless Otherwise expressly provided, tiBuA p re , -ui1; provided however that, Ga0h inspect to any matter addaessed in bode such documents, the fiact that one doetiment provides for greater, lesser or different riO, its or obligations daaan the other shall not be decrnecl a conflict unless the applicable provisions are inconsistent and could not be mintilt,ancowAy enferrced or performed. 21 .11 Time of the Essence. Time is cal the essence under this Agreement and in the perforniance orevery fermi, covenant, creel obfigNation contained herein. 21,12 Luourflhet of Interest. No nnember, ar1'liciarl or cinplrryee of' the City shall, halve any direct or indirect interest in this Agrecrrrerrt, nor participate in any clecis on relating, to the Agreement which is prohibited by law. 21.13 'Warranty Against Payment of Consideration. Dcw dopier ww araarnts llnat it has not panel or given, areal wvili not pay or give, any third persorn any money or° other consideration for obtaining this Agreement. 2h.14 Nonliability of City Officials and Emplovees. No rnernber, official or employee of (".ity shall he per soanadfy Viable to Developer, or any successor in interest, ire llac eveaat oaf any detaanit or breach by City or for any anrroaunt which rainy become date to Developer or successor, are on any obligation antler the terms of this Agreement. 21,15 plans and Dal a, Where Developer does not proceed with the work and aehaabilimhon of' the Property, and where this Agreement is lernninaated with respect thereto for any reason, Developer shaft delivter to (`ity any and rill pahans and dutaa concerning the Property, and City or any person or e:nfity designated by City slralh have the right to use strcla plans and data without compensation to Developer. Sarch right of Pity sluall 11(�, saubjeet to array right of the prcpaarcr of'the pla,rs to tlieir case. 21. h G Authority to Enter Agreement, Fah undersigned represents and warru,nts that its sig;nadnrc lrcreunbelow hors the power, authority and right tai band their respective Pill-tics to cachr of "tlne Beirut; oxl`ihis Agrecinnent, and sheath irulernrail'y the ("fly folly, unclnding reasonable eorsts and attomey s fees, for array irrJurrres or damrug;es to Oty in the event that such authority or power is not, m f "act, held by the sigualory or is withdrawn. 25HI -49 259-50 IN WITNESS WHEREOF, the purtit^s ha~rQto have CuuuSod this Agreement to he cxeCra44M on Ow date Sct 1,61311 at the beginning of this ft rcca7 ent. GUEST HOUSE LP a C"alai rrraia himtod parttvcrship ADMINISTRATIVE GENERAL PARTNER CD)' Guest House LLC: it t'alitirmia hm ted hahulaty Company 13,y: ( "ornmunity Devclaaparnctut l'artncrs, it Calil`irrmra C "mjioxr4on, its sale~* niiCmbct 13 w: Kyk Panic, Pt °esictent. Datc& NIANAC;ING C E.NE:RAL PARTNER III Guest House Santa Ana, LLC; i California. limited liability company By: Afrordablc Housing Alliance II, Inc, Dba Integrity flonsinp A C;oloraclo nonprofit corporation 13y: Anjela. Ponec, President Da w'd, 43 25H -51 ATYES'I: Maria D. lluizat- Clerk o I mum ! I.Xite& APPROVED AS TO FORTM SONIA R.yA&VALIIO, City Altim-ney (1 FY 01; SANTA ANA lbvid Cavazos '[Y yeg- Date& By: R v ji�0. I lo ge, Assistant ily Attorney a:.... .......... )�) RLC . OMMENDED FOR APPROVAL' Rohm C, Corlex, S I G s w iit tothe City ergs City Maoer's Of'rice 41,11 25H-52 Exhibit A — Legal Description Exhibit B — Scope of Work, Exhibit C — Project Budget iSources aid Uses) Exhibit D — Schedule of Performance Exhibit E— City/HOME Loan Deed of'1"rust Exhibit F — City/HOME Loan Nate Exhibit G — Affordability Restrictions on Transfer of Property Exhibit tt' — Affirmative Marketing; Program Gtaideliines Exhibit I Form of Residual Receipts Exhibit 1 - Rehab Standards 25H -53 EXHIBIT A LEGAL DESCRIPTION All that Certain real property situated in the County of Orange, State of California, described as follows:' PARCEL 1: THAT PORTION' OF LOT 14 OF THE MABURY TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AB SHOWN ON A MAP RECORDED IN BOOK 36, PAGE 65 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 1, AS SHOWN ON A MAP' THEREOF FILED IN HOOK 30, PAGE 7 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 1, NORTH 0° 16' 13" WEST 5324,91 FEET TO THE NORTHEAST CORNER THEREOF; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 1, SOUTH 84 .ads" 54" WEST 200.00 FEET; THENCE PARALLEL WITH THE EASTERLY LINE OF SAID PARCEL 1, SOUGH 0° 16 13" EAST 325.26 FEET TO THE CENTER LINE OF FIRST STREET, AS SHOWN ON SAID PARCEL MAP, BEING ALSO THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE ALONG THE SOUTHERLY LINE THEREOF, NORTH 89" 30' 48" EAST ` 200,00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED WITHIN THE LINES OF FIRST STREET, AS SHOWN' ON A MAP THEREOF FILED IN BOOK 30, PAGE 7 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THL" (RIGHT OF ENTRY UPON ANY PORTION OF THE SURFACE, ABOVE A DEPTH OF 500 FEET, TO TAKE:, MARKET, MINE, EXPLORE OR DRILL FOR SAME, AS RESERVED IN THE DEED RECORDED JANUARY 1.5, L970 IN BOOK 4191, PAGE 366 OF OFFICIAL. RECORDS. PARCEL 2: AN EASEMENT FOR A COMMON DRIVEWAY INCLUDED WITHIN A STRIP OF LAND 15.00 FEET WIDE, OVER THAT PORTION OF LOT 14 OF THE MABURY TRACT, IN THE CITY OF SANTA ANA„ AS SHOWN ON A MAP RECORDED IN', BOOK 36, PAGE C' "a OF NUSCELL.ANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, THE EASTERLY LINE THEREOF DESCRIBED AS FOLLOWS; BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 1 OF SAID PARCEL MAP DESCR'IB'ED ABOVE', THENCE NORTHERLY ALONG THE WESTERLY LINE THEREOF, 305.00 FEET. EXCEPTING THEREFROM THAT PORTION THE REOF INCLUDED WITHIN THE LINES OF FIRST STREET, AS SHOWN ON A MAP' FILED IN BOOK 30, PAGE 7 OF PARCEL MAP'S, RECORDS OF ORANGE COUNTY, CALIFORNIA.. Assessor 's Parcel Number: 400. 041.1.7 25H -54 EXtf]B]']" B 5t11WlMAR,Y OF REHAB WORK Scope of Work 2151 E. F'irs't Street Santa Etna, Cat SITE &. .1JILDIING EXTERIOR • Re..sLOace asphalt paving. • Replace sidewalks. • Replace patio and front yard landscaping nand 'irrigation systennr. Ilnsiall patio furnishings. • Repair existing stairs and railing. • Replacte coating on balconies. • Install new accessible mailboxes. • Inslail new signage. • Install new doors. • Replace material on mansard walls.. • Remove brick veneer on exterior walls, IN'FER.IOR • Reconfiguration into a 72 -unit complex- • haunt all units. • Install' new ADA flooring. • Install new bathroom accessories, • Install new cabinets, • Install new windows and window coverings. • Install new doors, • Remodeling of office and community roorn. 25H -55 EXHIBIT C' SouRces and Uses Project Buldp¢ .t USES TOTAL RMIID3ECp car 1AMM47 fYYtiP /MCgWP31Pl�Xf4 ' Land Cml m VU'(,le. : 7"o,o 1 ' B,IjiGl Q) a,YtkA.20 ..... 21577,VY Uprmritbp ACquls'ItloF LUAIi C:doiin8 Ca3la 74 .125 �I 74,1.1,5' 74.125 Land Lease Revt Frepavnlei *t W.... Total Land Cost or VaWe 5,929,'125 3,074,125 1 „738,420 3041,540 - 5, 1126,125 bisting lmproYeme,ts Valuu mm Off 51te Imoimements Total'. Aequisid El Cask. Fatal Land Cost / Aor utslnon Cost 5,924,125 - 3,074,1.25 1,7381d20 7,011,5110 - 91624,125 „.....: SKI war, 140,0G0 'aG0.M0 1fI11.G041'. [YPe:'t GOn'vue'LVan /P ]at 'd COSIS 4,2i1 1,G:1N 9.::9;695 1,711.143 4,235.,016 Goner 'alRa 4ulfevnenllt 91,61I14 95,0'44 �� „........m...,...�..- 99,514 conl'ractov' E1vedhaja 249.1135 )49,011 ••••IT•••• 24r10:15 CowClaator Pl•.'r0a 249.05 249,03i. 399,GT5 Other 0n9eYal LIahIIIb111YSUrdnrer RSp 6one1 94,57'2 84.fi 13 N4,lir;12 other IIY'audfiIU'G',Wage. 64%6 -'35 4Y'Yl6Yj 049 !YiSr,, Fo[dR New COnsRreleilbn CaaSS 5,1563,.650 959,695 1 „432„012 ,1.2'74. %43 51593,050 0es8n 15/,212. 15'J,212 t`,],112- :iJ]Cf4310f1 ITIT•� ......a........._._�ts FOtaR AnFhRte4turcaR Costs .............�....�.....Z..er ..,. w.� 15T,Y'L2 ..,........ ....,.,,,....... 157,212 - ' � m.5� 157,2'12 Tntall Surwey& Ele6lmaerin6 Ai .78i' 62 152'.... 175 G2F .... .... .w.,..,,,,_. 152,7',85' I,1 mtaYwwt 49'8'natipr. Foe .,.,. ........ Ifl6 UGll 1f19,nLY1 IL1v:�i11 �.._ m .......�m..e.a..,.,w.....�..... 6}IdlrpoYnl 4'en G,Gl1U ..... .... ..... —_.__ SU;JgO _.., tufRl.. yl' Cel.r.R ul i... murm X 2 .... �..... .... �. 65,1511 jt,,1bP� Fwnnn' 7,317 .,,......, ,... �S11Y .............. .m.... 7 t68 ui rl.,IFI1 IAe xRi,1 "(0,768 ••i"a;r]fIA •• •, ,• 1.50,708 r un w. Rlalx,rlgia6 15,G6i0 .. . ...; a nna nvhei: Al;IBir X2,!104 kt,iaAi X7,$(y) 4W ee Lk116 II¢phelor 30,G04 1e (r;4('J. 29,CkL1fY IIoftli CUmsWu[Elon lhltEYESk &F'ces Ad2,831 44X,081L 49'X,831 PCF2RAjdFh7flN.h6gMG t oat C131paan Fee Imoor, 10,004 IgG00 Credit Enka ica. ten LM..pplcatfoin rep .. . 79IE & RecoldiEg IT •ITmm••••••• • � •• Taze,. _ ............. ....m............... . ...... Y13tIMICe ..... Uplef jlteposltl mm••IT••••• • UPHeYI YpaCiP /j u..... - Total REYYKIAI1 @YI [ fliYId11C'IIAg,Cost 10,000 - 10,000 10,OGG Su454otats Foruvaivd 13,155.006 1,199,6G9 5,113,994 [,738,48(1 5.24y,M �,. 113 „355,0G0 22GAE TEES lend,L'r'[opl lell lry Applicant vaoo0 6,I,r14'3 EIU,I.Gl[1- 'Other .Bmd w_m n vl & I ?aP.neY3hlp Lee;af 200,l'R1G 1r10,49f10 1<1R1,GGII Total AttoYmey Costs mcr,OE0 18E401T0 �.u.u. IMAM RE3t,NdIIES' _ _.0 Rant He.5W.r es .. ..�,. w...,..... ..�.........-.............w...� —. t'�plkall *e.d 9.an[fieSeY'uai _.. ��•,••••••�•. ORara'tin6ltu.orpa la] M11!.k 4b.t,13'1 4bl 1. h:% .w..w �tfir'r': flea vo up Aasen el 31 i, 71.1. 155.'712 mm. lv f, %11 •• rva itlFRgY, 614,$4+4 - 514..645 AfARAOM TotatAlM .... ..... ..:! ........ .... �raisAl 6;arsgs ��••••••������ .. ....,�.. M0,LA0 ��•� 10,000 ..��: 1G,OP0 'coo TfICaY CPARm6P OF{r Cnstl 555,4115 55G 30v • • ��'��'•� 5&5,305 i2d &FHd%ityfJ•LI C17SiS 25H -56 25H-57 4;1.,N 12 UIVWd VIVIPM 161 ALIdit ir, af) r, I "j, 0 N, I.Dcal De,elopmenl impau rep., 402's 10 31191119 M 797 qod,tin Pull* rfoce„Ml(j I Ems 5Vlnxn 1F1Fijtnff lau'WO ca,2ital Fees MaAe NIF Ic"nor, O MM 73 u -65 I Urnishingi . . ..........•• .. . ....... Market Study "Mu -Iccauv)tiv)p,/Itlemil)urr'al)les Soft Cost contingency G9, 221 69.221 vj,A • 2 1 Lithe, Relocatior, 319OXIO 16OXlju 6lhv smey n, 505 13,5M 1, 5 UL, LAW COLA, Feiformmce Deposit 75,11W 75.OUII AL�'AUU' Uthu: Othu []Sher': Total Other Costs 1,255,M3 1,047,9'ID 5UOTMAL PROJEU COST 15.392.0911 1,195,069 6.711,m 14 is,92o 6,330,633 149B2 CMAB OLVELOP-1514 Develope r OxerheactlPfofft 2,122,99Y CW,4] Comilla I i/proceWfjg i Prole t Pdm n(stratlon Cr s flaid—to a Related pal ty (.orvt Uvem�httfql)Pveloper KOM ROW 0 t 11 cc e r I fv Total Developer COSta . .......... 1.54,561 62S,42 W, S 7 O1 At PROJ K COSTS ........... 6,— ,76 _­­ •173BA20 7095,194 . ..... 62E,427 .L90.902,19![.9@& lsm�m 25H-57 LXHIBYLD Schedule of Performiancc GUEST HOUSE - SANTA ANA PROJECT TIMELINE . . ........... 6/3/16 PIT111 MIENREM City Council CUP Approval Oct-15 Property Acquisition Dec-15 Project Based Vouchers Award Mar-16 HOME Funds Application Mar-16 4% -lHTC +Tax Exempt Bond Application May-16 4% Federal +Tax Exempt Bond Award 7/22/16 Formall Cornrnitmenl of HOME Fund's 7/25/16 Construction Commence/ LP Closing 11/15/16 Anticipated Construction ( , 'ornpletion 7/15/17 100% Occupancy 8/15/17 Perm Loan Closing (Conversion) 12/17/17 86095 1/16/18 wu Federal Tax Credit Equity 6,713,176 Tax Exempt Permanent Loan - Tranche A (Tenant) 1,738,420 'Tax Exempt Permanent Loan - Tranche B (Voucher) 7,895,194 HOME Loan 1,199,869 Developer Deferred Fees 626,427 TOTAL 18,173,086 Acquisition Costs 6,824,125 Direct Construction Costs 5,663,049 Construction Contingency 566,305 Indirect and Soft Costs 1,759,631 Developt,r Fee 2,122,988 Financing Costs 622,145 Project Reserves 614,84 TOTAL 18,173,086 Fed Tax Credit Equity Pricing 1,07 4% Credits to Investor 6,273,996 Acquisition Bridge Loan 6,482,919 Tax Exempt Construction Loan, 13,958,579 #of Ll HITC / PBV Units 71 P of Non-LlFT`C/PBV Manager Units I . ....... . ....... iTotal Units 72 25H-58 EXHIBIT E FREE RECORDING RI QUESTI I] PURSUANT TO C OVERNMi NT CC DF, SECTION 27381 When Recorded Mail to: C'tranrrwinty Development r"agcxcy City tai "Santa Ana 20 Civic Center Plaza P.O. Box 1988 (M -26) Stull, Ana, Cadik)rniaa 92702 Attaa. dousing Manager CITY DEED OF TRUST AND ASSIC,NNII +NT OF RENTS (2151 1u. Finwa Slreel, Santana Amu, CA) THIS CITY DFFD C)l I RUST AND ASSIGNMENT OF REN 1'S (tile "City Deed cal' I`rust" ,) made this day tafhdy, 2016, by Guest House- LP, a ("all li,rn a. tinuted partnership (tile "Trustor "), r" mcriNat,ion al C "ol,nmunity S'ciwicQ.s, am C aliforuju corporation (tire" Trustee"), and the City of Sarrta Ana, a charter 0y tandi municipal corporation (tile "Bowlieiary ") `frustor, in consideration of the promises herein recited and tlae trust'laarcuo eretatz.xi' irrevocably .-rants. transfers, conveys and issips to Trustee, in trust, with power of saaie. the property tocaatcd ill lire City of Saanta ,Ana, C'oaanty c FON.urwgt,, Slate cal Caalittaaa>iar, described nv the attached Exhibit A and snore commonly known as :21.51 E. First Street, Santa. Ana, Calitbmia (the "Property ") TOGS BTILR with all the improvemcnts now or iaervafiQr erected on the Property, and all casenatntts, rights, appui lunance's and all hixlau�--s now or hereafter attached to the Property, all ol`ww°hMI, imAtuling replacenwents and additions thercto, shill be deemed to Ire: aid re maain a part of the l'atrlrcrly cowered by this City Deed ol'Trusl, TOGETHER with tl,w right, powwea ,nad authority duaing; tha ¢onhnnrtanec oht,heSe Tr'LUAX, to colleest the rw.nts, issues, turd prmlitS Ofthe Properly, rCServing, unto the "Frustor the right, prima to any defauult by "Crustor rav payment of the indebtedness securod 'hy this C ily Deed of trust or ill the performance of "any agreement under this City Deed (d7rust, to collect and retaam triage runts, issucsr and profits, as they bvcon-tc daue and pTayaa:ble�; and, IT OF "I'l if -'R wrath A arlrcles of persorml prop :ly or iaxtUreS arm or herc,altce attachic,d to or usal ill and about the building or buildings naAw ea•cctcd, or hereaalter to be erected, on the Property which are rru>essaary to tyre complete and cc, mt6rtabl,e use and 25H -59 occupancy of such building Or buildings frar the purposes for which they were or are to be ereeted, inchidin,d all other goods and chattels and personal property as are ever used or furnished to operating, a building, Or tine actrvitics conducted therein, srm.ilatr hn tlae o oc herein described and rcJ'crrQd 1o, and all renewals ormplacenaents thereofor articles in substitutiian therefor, whether or not the same a vie, or slaaall be .attached to said building cur buildings in any manner; and all of'the+ liuregoing„ together with the E'ooperty, is herein referred to as tine "Security',;, 'l'o lrave nand to hold the Security together with acaluittances to the Trustee, its sureeessors and a4signs forever; TO 7 SF.0 URF to the Beneficiary (a) the repayrrnent (if tine stirrxis evidenced by a pronorwsor,y rncute to the Beneficiary exec Lied by "'d "u-ustor of cwcn date herewith in the principal amount of One Million One Hundred. Ninety Nine 'Thousand and lsipht Ilundrerd. Sixty Nine Dollars ($1.1 99,869 00) ('the "City Loan Note"); (b) the pearforniarec of'61w covenants and agreements of ilorrower conhtaned in a ceata.in Loan. Agrecrnont as lncn,ennaflea deliued; and (c) the payment ofall other sums, with interest thereon, advanced il'r aeeoudaanee herewith to protect the sccaur rly Ofthis City Deed of T'rusl; and the 1.aerforniar'iec of the covenants and agrecanents ot� `Prustor contained hcruin. TRUSTOR AND TH F BM'1 IC'IARY C OVFNANT AND Jr.CalsFL: AS FOLLOWS: 1. The Loan Agrecincrit,. This City Deed is exwauted and delivered, along; wwrith the City Loan NOW and the Loan Agreement, to henelil the Property. A copy of said Loan Ag;rcement is err Pile as a8 public record with the Fpuanulicimy and is incorporated herein by r efcrence (the "Agreement"). TruAor acknowledges that but for ifnu execution of this City Decd of "f''raast, the 13cuefieioa ry would not enter into the Agreement or City Loan Norte recurred by this City Deed oat "Trust- 2. Trustor's Estate. 1'rustoa is lawfully suircd of the estate hereby conveyed and has tile, right to grant and ctaanwey the securoty; that Other than this City Deed atl "Tr rout„ the Security ir,s not encumbered except for Obligations secured by deeds of`trursl, our any other security agreement, to sccuce finaacin g; or refinancing fyar the larrrchase and rehabilitation of the Property. . Lgaayuacunt of�•the Loan. Trustor will promptly repay, wwhen clue, the prurrcipal and interest, as required by the City Loan Note, sewed by tBnas City DCCd of'Trarst. 4. Subordination, This obligation secured by this City Deed oaf" ]'rust shear] be subordinata:d to tlne Senior t.,oatrn and to the City Deed of rust and Notc. 5. 1'rnno Nltardgaages and L7ecds oi, I, "ra;ist {harks Liea I rustor. shall pert nrnr. all 01"1`r•tuwtor'ti ohligatrons Under ,any nlor [gage, deed of trust or other sec•unt,y ag;accment ww nth a lice which Naas priority over this dnsu urrna:nt, includirng Trustor "s covenants to make payments when due (Subject to an applicable notiee and cure frroa� lions), Tnistor wit] pay all taxes, a assessrancaats and Other charg exs, fines :rrud impositions attributable to tile, Security I 25H -60 which may attain a priority" over this iced ail' "l rust, by Traustor naak'ing any payanent, wVhen . slue, directly to the payee thereof, Tristan will promptly furnish to the Benelic;im-y all noticos nf','HTIOtnats due^ endear this paragraph, and to the eveart Tr uvtcn -makes payment directly, Tu wwtor wwd[ promptly discharge any lien which lras pa ussrity over this Deed err'Tr uwt provided that ["rustor will not be required to discharge the liar of the Deed of'pr ust securing: any senior lender or any ocher heir descaabed in this paragraph so long as TruAor will agree ire writing to the pta,yincrut oHheobligatisrn secured by such lien on a manner acceptable to due Beneficiary, or will, in good faith, contest such lion by, or defend enforcement ol'vurh lien in, legaat proeeechngts which operate to prcvu nl the enforCeunent of the lien ear lorl'vitaare of the Security or any part thercof 6- l Naa Lad lnsa,iEuucu. I`raistrrr w ill & cl3 sire Se urity irasurcd say su @� uros rauacc policies in aueh amounts and for such perrcods aw calted for in the Agreement. All ursu�rance policies and renewals theruif will inctudc; au standard mortga4ce claue with sum(hird lcibdcr "s unda niciarent in havor srt`the holder of any senior lender and the Beneficiary as their nilerests awray appem and in i-a form acceptable to file Renef`iciary. The C3cueficlary shall laiavc the right ter, hold, or cause its etesugrlated agent to hold, the policies and renewals thereof, and'I`tustor shall promptly furnish to the Beneficiary, or its desiguatcd agent, file original hrsurance policies or ccalatieaites of insurance, alt runeww.al nirtaces and all receipts of paid pren�uunrs, In the event of Less, "frustor will give pl –onipt notice to the insutanCC Can -ier <and the Beneficiary or its designated agent, The Benelleiary, or its designated agent, may make proof of loss if not made proniptly by Trustor. The 13cnefuciaary shall receive 30 stay's advance notice of "eaancettatiun of any insauranee I)nhctes r"daguired under this, Section. l.Irnlcss fire Beneficiaay and Trustor otherw isc aag ree in wwril:ing;, utsunince proceeds, subject to the rights of amy senior lender, will be applied to restoration or repair elf tire; `weeeir ity damaged, provided such restoration or repair is economically fc asibk and the security of this City Deect of must is not thereby impaired. If sue,h restcn-aanon Or repair is not economically ie,,L lrtc or iHhe isecaarity of this City ❑nett Of Trust would be unpaired, ragraurl, subject to the right,, of any senior terider, the nasauaa voce proceeds will be used to repay the laurrr see,rared by dais Deed of 'rust, with the excess, ifairy, paid to rustor. If tho Security is abandoned by Truston or il`Tr ustor to respond to the Benulicid ry, err its desiguitect agent within 30 days fi -om the date notice is muxilu9 by either ol,dwrl'i tar Frustor that the instwnuce carrier offers to settle a clams for urstaranee bent @its, the Beneficiary, or its designated agent, is <mgh,orired to collect and apply the insurance prOeMts at the Beaacficim -y's option either• to restoration or repraiu Of the Sc,cnrity or ter repay the barb. If true Se- c�urity is acquired by the Beneficiary, all rig;bt, title aril interest of 'I rustov in lmd do Lilly uisau ante policy and in and to the proc:ceds theresol'resulting Born daunage to the Security [)6 01- to the Sawa. or acelaaisition will paa:;s ter the Berrefieiary to the extent ol'tlle sums secured by this CIity Deed of "I'virst unmaeda,ately pricer to such vault 0l' 1aeagensitiaarl 4arbleu to the rights of airy sensor lender, 7, Piesemition lintel M inten arsce ol'Security, "l rustor wilt keep the Sueucity ill -111 good repair and will not commit waste or permit impairment or deterioration of die Security, 25F -61 h. Protection of the Bell chCr "n v ",' Security. tf't r u,tor I'iails to perform the unwenaanls ,end agreements contaianed ill this City Deed of "'I "crust or if any action or proixeding is commenced which maatesriadly affects the BCnef CiffYS interest in the SCCUrity, including„ but net hnnited ter, default under the City Deed of'Trust securing any senior lender, eaanu'ient domain, insolvency, code enfarrci meat, or anmankeunents or p1- ocecelin s involving a bankrupt or decedent, then the Rcne9icuui y, at thu Benefi6ary "s option, upon notice to Tr ustor, may make satcln ayapaeaar arances, diSburse sucnla slams and take such action acs it determines necessary to protect the Beneficiary's interest, including, but, not hinnited to, disburserucnt of reasonable attomeyw" fees and eiury upon the Security to aaraake repaahs. Any mmunts disbursed by the 13meficitary pursuant to this paragraph, with interest thereon, wilt becorane an indebtedness of I rustor secured by this City Deed of TRISt, 4.7nkss Trustor and the Bc;neficiaary af;r•ee to other teraias of paynnent, sucli amount wit) be payable upon notice from Ole Henet "reiairy to frusteru reetuesting payment thereof, and wilt beat.. interest Rom the date, of (fisbursenneavt at the mate payable firom time to time on outStandinp principal under the City Loan Note untess paaynlncint of interest at �sucll mate would he eorztraaiy to applicable law, in which event such atnounts will bear interest at the highest mate pennlissible under applicable law. Nothing contaained in this paragraph wilt require the Beneficiary to iiawurc any expense or take ony aaction hereunder. 9. lnsploctroil. "flue Betaefierary i,uay arnake, oi• traalrSC to lie rn "aa1e, realionabte entries ul)enai and i nSpectaons of the See,urity during nornnad business hours; provided that the Beneficiary wit] give Traustor reasonable notice of'" inspect "noun. 10. [ o rbeu lx anco by jpj; cip;utipl ary Not a Waiver harry fbrbeananec by the Benefteiaiy in exercising any rij,it or remedy will not be as Waiver er of the exercise of any such right or rcirncety. The procta•eneaat of insnreance or (he parynnent of taxes or other liens or charges by the Beneficiary will no[ be a Waiver of the Itencflciaay °s ritriat to :accelerate the maatau ity of tlne secured by this City 17ccd ofTrust I L lt.etn mu leltes Cu ative. All reranefics provided it) dohs C ity Doed of "i.rust acre distinet and curanu'lative to any rather rigln[ or lenaeely under this City D4.N -d ol..l mist or tarry oilier docanneril, or uflirrded lny lawn or eyuily, and may he e�xorch esd concurrently, hrdepeantlentty or saaceessively. 1'2 SUtueessors_and Assrterns BOUnd_ The covenants and agreements hcrein contained shat][ brut], and tic rights tnc"a-a:uoder s[ni]t inure; to, the respective successors and assigus oft1w li cneiiciary and l °rustor subject to the provisions of this City Deed ofTrust. t 3. Jaruft and Several Liability, y, All covenants and agreennennts ol'Trustor shalt be [mint and wvei'aal. W Notice. Fxcept for any notice rectaiircd tuaelea applicahGc taw to be given in another manner, (a) any notice to Trustor provided liar in [his; City feed of Trust will he given by eertifieaf mail, rctum rcce'ipt rque ted, ,addiessed tai Trustor not 3416 Vi<i Oporto,. !irate 301, Nt�wpora tieaQh, CA 92663 (b) any roticer to the Beanefictary= %vih be given by 250 -62 certified mail, return recQipt requested, to the Lderieliciary at eft Civic Center Plaza, P.O. Box 1988, 5arita Ana, Caliliaala.ia 97703. Attention: diousinp, Manager, or at sueh other address as the Beneficiary may designate by notice to Trustor as provided above, and (c) to Trustee tilt 8 12 1 E. Horence Avenue, Downey, C.'<rl kmiia 902410. Notice shall be effective e as of Hue date receivcd as shown on the return =eipit. 15. C onti:cruaitag 1�zw Phis City Deed ul Trust shall he graiverraaxl by the lawns of the State of California. 16, Seva,rabil ty, In tire event that any provision or clause of this City heed of Trust or the City Loan Norte conflicts with applicable lawn, such conflict will not affect other, . provisions of this City I]eed c'ofTrust or the City Loan Note which earl be given effect wwithocrt the carrrflicting. provision, and to this end the provisions of the City Decd od Trusl. and the City Loom Nate are declared to'be, severable. 17. C itions. Thu caplions and beadiugs ill this City Deed of Fl -Last are for cooveriience oirly and are not to be used to interpret or define the provisions hcruuf'. I& L7A_ault m I,oreclosurc; Rcinedioti. Llporl Tru:.toex bn ach ol'anycovenant or agreement of fraustor ir. this City Dowd Cif T rra9.f or the City I clan Note ',secured by this City Deed o f'I'r•tast, i:neluding, but taut Berried to, Hae cx.)venaaats to play, wlaerl clove, lany tierrrss scoured by this City Dcoxd crf'Trusi, the Beneficiary may declatc all suns secured by lhis City I3ver,l ofTrust immediately due and payable by defivering to Tri-L."'Lor noticc thereof specifying,: (I )The breach; (2) the action rccluurecl it) curs: such breach, (3) a date not less than 30 clays from tine date the notice is received by Trustor: ,t., ,shown (ill the return roeodpit, by which sueh' breach is to he ocirul pu-irw ided, haawcver, flU t of streh defiatult is not rcasoiiahlc susoeptdble to being eared wit`hm 30 day,, Trustor shall have a reasonable period to cwv the defect so long as Trustor is ddig ;entdy proseentin,g; the cure to cumplction, and (4) than faiilarre to cure such brearch oil or before the date specilicd in the notice may result in acceleration of the stares secured by this City Decid of "Trust auld side of the I he notice will also indbrm Trustor eit' "I'r ostor's right to rediawtale after acceleration and the right to bring a court . action to assert the non existence of deaf%ult or any other" defense of'friastor to acceleration . and sale. I* otwithstanchng; anything to tlrc Qontrary contained herein, a "default" shall riot niedudo (i) a trarasdiar of a general partner's interest in 'l rustor wheit made ire comicotion with the exercise by the Trustor's limited partner (tire "`L.inirtcd Partner ") of its rights capon a clefa ult by as general paai"tner under the Trusfor's Ag ;r"mn ,mt of l.imitecl Partnership agreement (the "Partnership Agi-ccnrent ") or upon a general partner's withdrawal in violation of the Partnership Aga cenictit, so long; as the renuOVal arad sub:,titrutiola op'tliaa ded:aultnagg general pardnQr is Mande Withtul thirty (30) clays of such dei;ault or-, i f sucli ¢aaaoval aid substitution cannot reasonably be completed within thirty ('3)0) days, sea laving, as tine Limited Partner commences to take action tea remove and substttcrte the general partner with a ,reasonable period and flier eaheu diligently proceeds to complete srredi subsfitufionr (ii) any transfer of "the. Properly to the managing; general partner of "d'rustobr per uaut to idle right of first refusal or to the general partner:; of'Trusdor pursuant to the 25F -63 purchase option, as provided dire in the Pan tnership Ag;reenleni; (iii) any transfer of the I imiW(l Partner's inteaewt ill wan lik"cGoll with as defau tt by the t_.ituuitcd Partner yonder and in alccordarnee with the Partnership R,greornent; and (;iv) any sage, transfer or other c isposition of all interost in a limited partnerol'thc Trustol, provided that al crany such sage, trallsfoel. or other disposition awn affiliate of 'TruStor renua.tin;; the rnanaag*ing inernber or g;elteraal partner ol'such limited paltrier. If the breach is not cured on or before the elate spccitiat in the notice or such longer period as provided .above or it) the City Loan Note or the Agreement, Cie i3erteticiary, at the pseudiciary`s optiorl, may: (a) declare all of tine sunis ,seerurcd by this City Deed of frurst to be iollnediattely thud and payable without further demand and may invoke the power asi' ape and any ether ret'nedics prernatited by California lav,L (h) either in pci:son oi- by agent, with or without blaognlg ally action or I' i-oc 7edinpg, or by ary ref,€'.. vQr appointed by a S:ouil, and Without regard to tile adequacy of its security, enter upon. the Security and take possession thereof (or any pant thereof) and of any of the Seetrutty, all Its oWlu llaate or ill tile, moue of the "p rustec, and dca atvy acts whpeh it deems necessary cn desirable ifr preserve the valule or rnarketatbiity of flit Property, of purl thacreol or nilerest fherein, inccrease the incxxrne ther&oin or plowet the security thereof. The entering upon and tasking; possession oft le Security shall not curt; or waive any breach hereunder or inv aliclate any act done an acspoTltie to such breach and, notwathstandin.- tile, continuance, ill possession of ilie "security, the Beneficiary shalt be enti.tl.cd to ex.ereise every ripaPat provided lilt in this Deed ol- Frust, or by lawn u11011 oeeurrCllCC of aany LLueurect breach, including the right to exercise the power of sack; (C) eoninie ce all actioll to fo)FeChse lllrS DCW ert'B USt a -IS ar talent tiGr'e, appoint a ieceryer, oa LpeQ f cnliy Mbrce Early of the covenants her'eo'f, (d) deliver to the Trusteed a writtcul deckiration of default and demand for sate, putsuuant to the provrsaons for notice of sale found at California C:ivd C "ode Sections 2924, et sue., as aalllencled fioln tinle to fill-le; or (c) exercise A other rights and rcrrlcdies provided licrein, in the instruments by which Tr usterr aaucpinres title to any Security, or in any ether do:ument, or agrec:nlent now or hereat4.er evidencing creating or sQQw-ing, all or any pottion of the obligations secured hereby, or provided by taw. Nertw,vlthstanding aanythilug to Itic contrary herein, BeneUiary hereby agrees that ally cure of any del�ntlt made or tendered by 'p ru stor's liniit(M partner shall be deeolect to he a core by "I "rustor and shalt be accepted or rejected can the same basis as if inacte or tearcle^redl by Trustor. The BearehelaT'y Shull he entitled to collect all reasonable costs and expenses inc flied in p)ursuing the retulechcs provided ur this paragraph, including, but not lnnitcd to„ reasonable nttortleys' fees. R Tl ustor's RiLdit to Reinstate. Notwilhstandingg the Beneficiary's acceleration of the sUrns NQ"Ho.d by this City Deed of I rulst, T'rustor will have the right to have any proceedings begun 'by the Beneficiary to enforce this City Deed of'fruist discontinued all any time prior to 5 clays hef ore sale of the Security parsuaant to the powerer of sane ca.rratai xa:d girl. this City Dccd ofTrtast Or art any lino prior to entry of a,ljoldg;olent entorcingr this City Deed ol'TrTatit it (aa) Trustol pays tic Benetis iar y all walrus which h rnouuld be then. due tandem this 25F -64 City Deed of I rust and no acceleration Hander the City Loan. Note has anccurred„ (h) Tm,; Lor cures all breaches of any other covenants cur agreements cnf Trcostor contained un this Deed of Frust amid the Aftinrclabil:ity restrictions on Transfer of Properly; (e) 'l'austor pays all rcasonalAc expenses incurred by the BQiiefici�any and the Trustee in enforcing the covenants anal kIgT.eennenls cal" i'rusWrr conlaauned in this City Deed ofTrust and the Affordability Reshictions, and in enlbrenng the Beneficiary's gnat the Truste e"s runncdie , oaieluahoig, bUt . not limited to, reasouabte attorneys' fees: and. (d) Tn ustcrr taakcs such a+:tioan as the Beneficiary may reasonably realuare to assure Vlnaat the lien ofthas City Deed of"Trust, the F3enulcciary s interest in tlne See,urily and Trustor's obligation to pay the sutra:, secured by this C "ity Deed of'l rust shall continue nuninnpau-ccl. t.lpona sneh paynnent auwcl cure by Tr, ustor, this City Deed of 11•uist and the obligations secured hereby will rcnwaan in flull Force and effect as Woo acceleration had eta c'atrrr 1. 20 .lccc,,pt „iulc.e, t?y 1 Mister, Trustee :aecepts thus Trunk wvlwn lliis City Deed of 'l`unust, clnty cxccntccl and aclkaxanwwlcelged, is imOv a piuhlic reQo d as provided by law. To'ustW is nnari arbligated ter notoly aaiv pw-ty to this City Deed olFT lust of pending sale: under cony other deed of 'trust or auan�y action or proceedin. in which.' austor, f: eciediciary, or `I "t ustee shall be ,i party unless brought by Trustee. 21 rcccnuwevance, Upon paynnent or forgiveness ofall sutras secured by this City Deed ol"Trutt, the Beneficiary will request the Trustee to reconvey the Security and will xorren&r this C "ity laced oH'rtavt and the City Limn Note to flue `f1 °u tee. The Trustee will reconv ey the Security without waruautty and without Lliargc it) the person or p Qrsonw lcgalty entitled thcrcto. Such person or per,, cons will pay all costs ofre enrd¢it our, if atny. 22 Substitute Trustee, The Reneficiary, at the Beneficiary's option, may from tune to time reniove the l'a usCee anal rappaoint a stuecessor trustcc to aany ` Rtstcc appointed. heremider. The successor trustee will succeed to all [lie title, power and aluues conleroed upon the Trustee herein and by applicable hm.. 23. Etecltaesp 16r Nolicc. Trumor requests that copies of the notice ot'default and notice of saalc be sent to Trustee at the taddress set forth in Section 14 above. 24 N0111a COUrse Li b tits, Neither Tru,,,wr not miy pamiQr of Frustor shall hawc any personal liability Wider the Loan ,Agreement, City Lotm Note, and this City lac *.ed. ol'Trusl mid any judgment, decuv:c or order, for payment of money obtained in any actit:ni to enforce the obtig�ation ofTrustcnr to repay° the loan oyidenccd by such dcrcaannents shall be enforceable aganinst frustor only to the extent of Trustor's in[=.'st in 1:he Properly. 25F -65 IN WITNESS 'W`I [E I3OF,'1 rti+,ttrr lies execute([ ttut:S City DMI crfl'Truast pis of the ctaute: first writtcan above. GUEST 11C)USE 1111, a California tinnutetl pamnership ADMINISTRATIVE ('ENERAL PARTNER COP Guest llouse LLC a Calitirrni;a fimitecd tiataidity compallY COMMUNITY DFVL,t,CDT"Pw E NT PARTNERS, ,a { I ali`Iir iii Corporation, its, sole raueinbQr By: Kyle Paint, President Dated: NIANAG,ING GENERAL PARTNER III Guuest. House Santa Ana, L.LC, a. C alil'uarnia limited liability conipany< AFFORDABLE lJOUSING AI LI.ANC E 1.1, lute Oba, Integrity Housing A Colorado nonprofit etrrporation By: Anutebi Ponce. Presicdent. Dated: 25F -66 E xII II31 "L' F CITY LOAN NOTE:' SECURED BY SUBORDINATED I)I�,I D OF TRUST TO THE C.I "EY OF SANTA ANA, CALIFORNIA `.:I..s_8:.2 8612 O Italy _, 2016 Santa Ana, C"alit'cirniaa Principal Amount of l,oag For value reQ6vtrd, and Guest I louse, L.P., a California limited partnership ("Borrower") prerrnises to pay to the order of `I IIL CITY OF SANTA ANA ("City"), at 20 C".ivie Center li'laza, 6 "' floor, Santa Ana, C'ahfornia 92701, or at such other place as the City may from time to tini designate in writing„ or to the assigneu of the City, the principal sum of ONL MILLION ONF. Ht.;NCDRED NINETY NINE THOUSAND h'lCll l HUNDRED SIX'T`Y NINI, DOLLARS", (,!x1,199,969,00) or ;so much thereof as shall be disbursed hereuaader, with three pereent interest (,r,la°b/"a) commencing capon tili.n,g of Notice (if C'ornptetiorr. City and Boirower have heretoline enured hito that certain. Loan "Agreement dared earnerrn•uratly h0fewvith the "Lwan A areeancnt we.mihiiri r to the acquisition and rehabilitation of certain real propQrt.y dubcribetl in the Loan Apreenwent Lis the "Property," commonly kno wra as 2151 Lzast Virst Street, and the operation of the,. Property as aallairdable hora;;ing lean F'xt�remely- Low, Very-Low and Low Inoonwc houSdholds. This Note is ouaele pua:,aaant tali, entitled to the benefits of and referred to as, the City loan Note in the Loan Agreement; that certain "A,I'larrdability ResUictionti on Transfer of Property" between Bog-rower and City, mated On or arboul the date bQrvol; and that certatin Subordinated City Deed of Trust and Assignment. of Id.ettts between Borrower and City, dated on or about the date hereof (the 'City Ducal oI" Frtust ^ ";). This, Note, the Loan Agreement, the Affordability Rostricuarras; on Traawslir o9"Title, and the Deed of Frust are solnctirncs collectively iel "erred to herein as the "Loam Doetaa>rr ilts." 'flit L.oao Doctunonts arnd the rights mud respoatsibilitaes inure, to the benefit of the City of Santa Ana. Any caapitaliced term which is aa,crt otherwise dctinod herein shalt have the meaning ascribed to Stack term in the Lot-an Agreement. 2. Ilefunitions, For the purpose of ctalculanng the paynreirtS to be inaatte by Bois rower to City pursuant to this *Vote, the iulloww"ingterms shall have the Cirllowing respective me"'Ininfs: "Acquisition Costs" shall mean the costs and expenses of Borrower to arcapuiae the Property, as set forth in the Project Budget attached to the Loan Agreurnunl.. "City Loan " Shall mean [he loafs evidenced by this Note. 25H -67 "City's Percentage" with reference to the Re.siduiGaf Receipts, shall mean f"tfiy percQnt (50%) of the city's ity's share of tlwe total Residn<al Receipts from the Property as, 1'utrtlaci rpescraltied in Section 5 hereof. "Calendar "Fear" means each conncentiVC twelve ('12) rtaentb period fiona RMU',try I to T)eceniber 31. "Closing Costs " shall mean: (i) In the ease of a Sate, neat onaable brokerage conanuissions payable to a broker as a result of the Sale. which shall not in any event exceed the customary ananunt charged- for :sitnitar transactions in the im meebaw market place, costs or title insora:nee prerniums, documentary stamp taxes, escrow fees, recording chargcti, loan rcpayrment charges and other costs reasonably incurred with respect to the Property, in each arse aetautly paid by Borrower as' a condition of the Sale. (ii) to the caase Of a Refinancing, the reasonable and necessary coasts of consurmanating such Refinancing, including, without Ifnaittaion, loan fees, pecan repayment changes, costs Of title insurance Itra:araiuraas, escrow fees, recording tees and attorneys" fees'. "Gross RLven ues " shall ancaan all rcwonncs and rrampts of every kind actually received by Borrower from operating; the Property, and all parts thereof, including, but not hinitcd to, income fronai both cash and credit trtaaxsacuon:;, reiatal fp-ona. ]eased .and/or subleased spaces and parking fees and charges (but not including :security deposits and other tenant deposits, except to the extent such deposits are t incited to the B0rr0wcr tondo• tare texnam's lease), Gross' Revenues also includes tny" casualty insurance proceeds in execs of thnsu used tea restore the Property mid. 'eFny` rental interruption natiUrmice proceeds. Any Credit consideration shall be included in Gross Rtevenues at the thme cash proceeds (principal, nateresp and/or other') tare received. Borrower shall establish and maintain accOffllts fear the Grass Revenues (the ° "ProJect "Mccoamts ") than are segregated fron7 re.wonUcs aiarl inQons received by Borrower firoon all other projects. Gross Bte;vontocs :aliall also include all interesl earned on the Project .Accounts. "Operating, Expenses " shall nauan the suny of the following: (i) paytneaits orprincipal and interest and all other charges relaling to the Senior l.raaaio(s); (ii) a property m anayenrcnt lce no gueater than S"%, of gross rents; (in) Owner Partnership Management and Asset y,1 a agerment tees not to exceed 611 of gross rents, (iv) Dep:losioi into required reserves„ 2 25H -68 (w) till other actual, reasonable cash operating; casts and expenses, calcdrlatcd on an annual haasis, that are directly attributable to managing and operating the Proprerty, including, without limiting the generality of the foregoing, the Iollowing: co.wts and expennes for renal and personal property taxes, special assessnnoiLs orsimilar charges, water, fuel. electricity and other utilities; heating;, Ventilation and air conditioning expenses; labor; supplies; tools: equipment; insurance; advertising and marketing; accounting and legal tees; brokerage corruaoissions and olhQr leasing expenses; reasonable reserves for all anticipated expenwes as approved by the C:;i y; and other such items constituting; opoel-atinn, maintenance and repair costs actually paid by the Borrower, subject to the Hollowing conditions: (ai) Depreciation and amortization expenses shall not be considered Operating Expenses, except as otherwise provided herein. (b) Reserved. (c) Any expenses, compensation or fees paid to any affiliate of Borrower shall only lie included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fi^es which would he payable to uarr °elt-ated thud parties in "area -s lerrg;th tmusactionw Im- similar services in the Santa Ana, Califd'arniaa area. (vi) Any other expenses necessary ua meet senior lender requirements and requirements of Borrower's limited partner, or its assignee, as sel forth in Borrower's Agreement of Limited Partnership (the: "Partnership Agr eenrenl' ",) (vii) Deferred Developer Fees. "Project," shalt mean the aedpuisitoon and rehabilitation of the Property by Borrower purstaant to the t eoutn Agrreenaent. "Property" shall mean the real property located at 21 S l Fast Furst qtr eet, Santa Ana, California, described in the City Dced crf" 1 "mist. "Rel°inancirug " whaall mean Qlimaging, the, then existing financing, on the Property by, without 'linuitativn„ naduhfying the interest rate andyor the terra of the, existing Senior Loan, incr-eashig or reducing the aatiaount Of fine existing Scniol- Lo<rur� paying, off the existing Senior Loan and obtaining new Senior Loan. "Refinancing Proceeds` shall be disbi,wsed as set forth in Section 7 hereof " Residual Receipts" shall mean the Gross Revenues Born the Properties located at 2 t 5 1 E. first Strect, Santa Ana, Cali t'orni a, for cacli year, less deductions for Operating Expenses fiom the same lotrildmgs, applicable to caCh sa ch year less the items listed in Arliele 5 of the Partner ship Agreeament, to the extent not nhc ady dedlaeted as nn Operating Fxp,aense. "Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant for ocenpaney or a transaction yet fbi-ill in Section 15('c) hereof) of the Property or any portion. 3 25H -69 thereot, or ally interest thaurcin by the Borrower, and includes any translcr, assignment, or sale of ally partnership interest in the Borrower by an individual or entity which k a general or trained partner in tile, Borrower, or any inters:st by any individual of entity %vldch holds ,in interem in sally v uch general or limited partner in the Borrower, winch brings the cuunatulative total of all such direct and indirect transfers. assigrantcnts and sales. during the tcrrau of this Note to more than thirty-five percent (35 %) of the ownership interests to the Borrower, and any such transfer, assi nrneat or sale of a direct air indirect partnership interest tlocreal'ta:u, We includes a sale in condervrnation or quieter thueaat thereof. Sale dens not ❑ld ude dedications and grants, ofew,,ements to public and private utility Companies of ffic kind caustornary in real estate dcvelopnmm.. "Sale Proceeth' " shall lie disbursal as sot forth rot Section d hea-eraC. "Senior Loan shall medal the senior loan being made by C'rtr C'kommonity Capital, concurrent to the Laity Loans l'eor payment cud' a portion of the Acquisition and Rehabilitation Costs, arorul shall include arry vudaycgnent loam that refinances the initial Senior Loan. "Term" the term for repayment aol'tlrrs Note shall mean fifty-five (55) years fiorn the date: of recording;. 31 Loan Repayment. Borrower shall make payments to floe City as provided in Sections 5 (Residual Receipts), 7 (Ref inancinp P'roeeeds). 8 (Sale Proceeds) and 10 (Accelerated Loan Repayment), A. OLx,,rating Capital I niproven Left t Loan. lF the replacement reserve accolval. ( rtServe; ) is depleted due to urrfiar-esecn repairs and the General Partner makes a loran to the Partnership, the reserves tnwst be (Lilly funded prior to repayment of said loam. SnCh loan sliadl be repaid with net cash flow prior to the residnat receipt sphL The rnrlstandinl loan bahuace wilt be reflected in the aannUal repeat. 5. Annnaal Loan Ile aawnaent. aa. After any deferred Developer lace has been paid, as ;let tirrtla hercinahove, the Borrower shall thereaafl,cj make a loan payment to tore City annually, in the amount of the lesser soft:he aoulstaanehng balance true under this Note or the City's Percentage of the Residual Reecipts, as provided in this Section 5. lr. Within one hundred twenty (120) days after the year in which the rehabilitation of the Project is completed, and on or belbre the 1 20111 day of Inch. Calendar Year lbereatfter, than Borrower shall submit to the City a detailed statement of Gross Revenues and Operating Expenses attributable to the Property for the applicable C`aleodar Year, along; with a cornpu lMion of, the uaniount of the Residual Rcucipts applicable to such Calendar Year with which to raaA:e a City Loan payment then, due, as 25H -70 c. Encept as olherwise provided in Section 4, the. Borrowcr ,,hall pay to the City the City's Percentage cif 'the 1tesiduaal 1 c=ipts as payment of principal and interest. under their loans. The remaining amount of the lxesicfual. Receipts shall roruain with the Bon'ower- to be used by Borroww,cr as deterniinect by the General Partners of Borrower, including, without Iimitation, Liar diAruhutoorl to the partners, ol'llw Borrower. d. I he Residual receipts payment ,,hall he made not later than one hundred fifty (1.50) drays after the close of the Calendar Yeaar. Such payrmeaat shall be applied first to any accrocc1 but unpaid uatcresl, i Panay, then to reduce the prinelpal balance of the loans. 6. Reserved. 7. Loan Reaiawnreit front Rel9naoa+ har II'roreeds. The Borrower shall make a loan payment to the City fioni every 1'tefiru ulcing that occurs during the terra oL f this Note not to exceed the outslandilig balance of` princjpad and 'interest on tliis Note, to the extent of the City's Percentage of the Refinaiwing Proceeds (if any), aas Inflows: fire Cash procee4ts 1'loaii such Refinancing shall be applied first to pay Closing Costs; next, the antowit necessary to pray in Esau tlae Balance remaining on [lie Senior Loan; next, tlie Borrower shall pay to the City fifty percent (50%,) Of the Refinancing Proceeds to the extent of the outstanding Balance on this Note T'ho reuraining Refinancing proceeds shalt remain with Borrower to he* tweet by Borrower its detQuinined by the General Nartners of Borrower, including, without lirintaation, Parr distaibul'ion tea the partners of the Borrower. Such payment shall be due on the date of such Itefinancinf„ and shall he applied first to any accrued but unpearcl rater to then to reduce the principal ha¢lat.nce of the Loans. The City shall not be required to rccc+nwey the Meta of the Deed ofTrust if Sale Proceeds arc insufficient to repay the Ro &uas in fuall. 8. Loan Re a •nient from Sale Proceeds. The Borrower shall make a loan payarrcrat, not to cxcoed the outstanding balance of principal and Interest on this Note, to the City From any Sale that ocr;urs during the term of the City Loan, to the extent of the City's Percentage cat the Sale Proceeds, as follows: gross salt proceeds are applied first to pay Closing Costs, next to pray in full the balance remaining our the Seunou Letitia; next the Borrower shall pay to the City fifty pereent (5t)° /u) of the totat Sale Proceeds, trot to cxccccl the outstanding amount of principal and interest clue on this Note This filly percent (50%) represents the total payment clue sander tlae City "Nolc. 'Pile remaining Sale Proceeds shall rerniain with BolTowwer. Such payment shaali be clue on the date of Suuh Sale, and shall lie applied fir;at to any zaccraaed but unpaid interest, their to reduce the principal balance of the Loans the City shalt not be required to reconvey t1ae hen ot.' the Deed of Trust if Sale Proceeds acre; insut'ficicnt to repay the Loans in bill. 1. tiny Out Option. Prior to file initial disbursement under this Note, [lie Borrerwter tihaall grant to the City ,a Right of First P eftusatl (subryjcct to any purchase option aandr`or right f "or fn st refusal granted to one 5 25H -71 or more ot'thc general pi-was cof the 1::3orrewer) (the "City Right Of first Refusal ") to acquire the Property il' Boaruwer to transfer the Property tai an entity which is not arf diaated with one or move of Borrower's general partners. The City Night of first Iteftusa] shall be an form and substa.tuce acceptaMe to the City and shall comply with all appbcabte Tax Credit requirement,,, 1.11. Accelerat:ecl Loan Paayrrrtira&. 'I fie ,trill principal aln oanl uu t „smnahng puts accrued but unpaid interest, thereon, sloall be clue and payable on the earlier to occur of the fotlowin,g: a. Sale or Refinancing of the Property as provided i urtlour in Section 15 herco'l, unless: (a) , in the case rol' a Salle to which. the Sale Proceeals are insuffacuent to repay in farlt the City Loau, the City approves such sate-and the purchn:,er assulnes the balance of the City Loan in accoachance with the terms of this Notc; or (ii) in the case of a Refinancing; in which the Refinancing Proceeds are insufli60111. to aeliaay it) full the City IMaan, the City approves, such Refinancing and the Burrower obligated pursuant to the (enns of this [Mate. b. In event of default putsna nt to any of the Laotan Documents or the Senior Loan Documents. c. Any default by Borrower as to any Bother loan car loans by € ity to Borrower With rasped to t1ve Property; car d. The date that is fifty f vu (55) yc &trs after the date of execution of that, Note. On that dtttc, the City agrees to revionf tyre perlioaonnamcc of the Property and consider in good liaith any reasonable request by Borrower I,o modify the terms, or extond the Term of this City Loan Note. 11. Prelaayment B orro wer may prepay the toadslaandamh pri- ncipal balance under this Note, in whole or ita part, together with any accrued but unpaid interest,, ifaaaay, and ether s urns owed to the C"i y ranches° thou Note, il'aoay, al any time without penalty. 12. Lawful Mona, PoinOp,al and imtcaest are payable in larvfnl money ofthe United States eofAmerica. 1.1 Application of Paviinents. Late Clkarpes. a, Any p:aynaca>'ts o-eca.ivcd by the City puasu.nrt. It) the ten-as hereof shat] be applied first to winos, other than principal and intcrt:sl, elate the City pursuatvt to this Note, next to the payment of all interest aaccroucd to the date of such payment. and the hadance if any, to the payment aof'principal. 6 25H -72 h. I f ally payrncsrit is not received by the City within lead (] 0) days f€'Yllowvang the, clue date" thereof, then in addition to the J- en1CdiCS Confea'l"Cd upon the City pursuant to this Note and the lathe,- Loan 1; oQuYla,eua,ts, (i) ,l late w hirge of four IiQrct�n¢ (4%) of the amount due and unpaid wviH be added to the delinquent anlour,at to ccantpensate the City for the expense of handling the delinquency and (d) the aanount due mid unpand, exeludurg the late charge, shall bear interest it the highest annual mate which may tawfaally be charged arrd colilected under applicable law aril the obligation evidenced by this Note. computed fi:orn the date on whiell the aanlount was due and payable aarltil paid. Withrnat prejudice to the rights of the City hereunder m sunder any of the either Loan Doeunncnts, Roararwver shall indemnify the City agairim, and shall pay the City on dernand, any expcalse or lass which it inay suMain or irwor as as result of the fiailurc by Borrower to pay when dtuc any installment eat' interest and./or pr ncipal, fees, or other amounts payable to the City under this Note or any althea- Loan Document, to the extent lh�tt aaaly such expense or loss is not recovered pursuant: to such foregoing provisions, A certificate of the City setting forth the balsas for the a oermameation of the amounts necLs$ car y i.o jildenanr.ly the ( -Iray ill respect of such expunses or dirCCt,lass, submitted to Borrowwea by the tlity, shall be conclusive and binding for all purposes except as immediately con-cctad by l3orrowver notice to City.. 14, Sacurity This Note is secured by the City Decd orTrtust. 15. Acceleration by Rcm,(an of Transfer or L^inancia ra, ]n order to indme City to ,rake the loam evidenced hereby, Borrower atga�ces thud in the event of zany transfer of the Pi- operty Without the prior written consent of City (other tban a transfer resuhrulg faaant a forMOsau•c, or conveyance by deed itu hew of foreclosure, by the holder of the Senior Loan Deed of "Tr usl), City shaall have the absolute rigprt at its option, without prior demand or notice, to decfaarc all sums secured hereby imrneehaately dial.* and payable. C'aorascnt to One satin, tramaactiern shall not be dearness to be a waiver of the right tai oequi:re consent to Roture or suc,ca,,ssive transactions. City may grant or deny saach consent in its sole discretion and, if consent should be given, any such transfer shfapl be Subject to this Scctiou 17, and any such transferee shall assume all obligations hereunder and aagree to be bound by al] prervisiotlS contained facreim. Sucilr ass,aauiption ',haa,ll slot, however, release Borrowvcr fi-on1 any habi.lity, thor etulder without the prior written consent of City. b. As used her6n, 'transt'er " includes the Sale, agreement to sell, trarisfea° or conveyance of the Property, or any portion thereof or interest thercm, wwhelhei voluntary, involuntary, by operation of'laaww or otherwise, the, execution ofany inswIlu em..laand sate contract or similaaa iaastrunwrit affecting all or a portion of the property, or the !easel of all or substantially all of the Property. " l;ransfer' shall not include the leasing of individual residential unit'. on the Property, so long as Borrower eoniphe5 with the provisions of the Loan Agrccmeni and the Afrordable ltousirug Rwa;Ntr-i0icens uelattialg to such leasing activity, nor shall it include a. conveyance of the Property to as limited partnership ill Which Borrower wwer is a1 general partruer, our to at cotpora.tioul Illaat is wholly owned by the Borrower and that is forme, for the sole puarp(lI4e of 7 25H -73 owwtrng and opewaatin,g the Property, or the salt's back to the t3'nrTower. In the event ur any Refinancing eau pwarial Refinancing in an amount in excess of the balance of the Senior loan, without the prior Written Consent cal City (which conse'r]:t. City may grant or deny rra its, scale di.wretlart), thClw the CalfirC k' UBtaanding balance of the City Lan together with all accrued and Unpaid 1nterust, shall be repaid id to the City at the time, of each Refinancing or partnat Refinancing. c. Notwiths�ttanding, anything to the cxmt.rary contained herein, a 'twarl.,6cr" wll.ial[ not include (i,) a transfer of any general par olar's interest in Borrower when (bade wra connection . With the cxurcrw fay the Ba;nrowvew's limited partner (the "Limited Partner") ofits rights Capon a defardl. by a gelleual partner under the Borrower 's partnership agreement (tile "Partnership Agreement") or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the rurnoval and sral7Stituhaara OF the deftuultlang general partner is (made within thirty (30) clays ol'such def'auh err, if such renmovaf and substitution cannot reasonably be completed within t:hurtty (30) days, sea Clang as the Limited. Partner commences to take action to remove and substitute the generat partner with at ruascaraabte perinea and thereafter dingently proceeds to complete such substitution; (n) any transfer off the; Property to the managing general partner of Borrower pcaosuarlt to tfac right of first refusal ar to the general partners, of Borrower pursuant to the purchase option, as provided filr in the Partner d up Agreement,; (iii) arty transfer of the Limited Partner's interest in aceordance with fhe Partnership Agreement; and (ire) any sane, transfer- or other disposition ol'an interust ill ,a limited partner of the Borrower. 16, Event of Default. Subject to the provisions of Sections 23 tuaaf 25 hereof, the occurrence of any of die following sh,atl be cleerned to be an event of'defaau It ( "Event of Default") here-Linder: (it) I`;aihne by Borrower to make any payments provided for herein, and if such de inept ws not rnade good w i fuin Eve (5) days Of the dare (late; (la) fiailure by Borrower to perfibran any covealant or agreement ill the Deed of'Ta utit, the t.uwan Agreement, or the Affbrdabwlity Resfrictions on'Fraonsler of Property within thirty (30) ¢lays after written demand thurefarr by City (ear, ill the event that more than thirty (:30) days is reasonably required to cure such definit, should Borrower fail to promptly cornnncnac such eta °c, and diligently tan(] curjntiaatuously prosecute same to corrnpletion)„ or (c) a dufault under the Senior Loan Deed ol" Frust that renami:ns uncured alter the cure period, if any, provi(]ed thereon, 17. Remedies. Upon the occurrence of awl L eunt of DCtault, alter any applicable notice has been prornlad and the expiration of any applicable cure period therefore, City may deelarc. all wuulls evidence(] hereby inuancduartCly due ;wild payable by delivery to the Trustee named In the City Decd ofTrust sCeturirag this Note, and to Borrower, written declaration of defruwlt and demand for sale, and written notice of detiuult and of election to cause the Property to be sold, which notice Truske whafl eau. ,e to he duly filed for record and City may lbreclose on the City L)ecct o,['Trust. City shall aatso deposit with `I- 'rustec the Deed of "N''rwm, this Note and at] docuurrCntw uuidcnchmg expenditures ;secured thereby and evidenced hereby. Upon the occurrence of am I went ol'Default (and sera long as such l'vent of h)efauaalt shall continue), the entire halance of' principal together a 25H -74 wbrtl'1 all accrued 1nt'.ereo shall bear interest at the Dann{ of Amcrwa reverence rate on the dLW date 411 the delinquent payment plus four percent i;4%'1, No depay or omission on the {watt o the City ill exercising any right under this Note or under any ofi the other f oan Documents ,,,hall operate as a Waiver of such right. Ill, Attorneys' Fees.. If this City= Loan Note is not palid wwheri else or if any Event of De l'ALIft aareurs, Borrower promises to play all costs of unl rrcemelnt and Collection, lncluulnng beat not limited to, reasonable attrwrrluys" I",, whether or not any action or prroeceding is b1-might to euitbrcc the provisions hereoi'l M Se erabillty Every provision of this Note is intendtA to be severable. Ill the event any terra or provision hereof is declared by a court tr,l'' caruntpetent puliseliction, to be illegal or invalid for any reison w ilaatsoewur, suclr illegality or invalidity shalt not aflcet the balarwe of the terms and provisions, hureuf; which terms and provisions shall remain Mildnwg aml enforceable. 211, Number and sender. In this Note the singular shall inctude the plural and the nwasuuline shall includu Ole leminine and neuter gender:, and vice versa, if the context do requires- 21, Nun- recom-se. The City Loan is a nonrecourse, obligation of the Horrowver. Nerthe.r Borrower nor any other party shall have any personal liability firr repayment of the City Loan or tor any other am offllt5 tn'rd.er any of the docurtwelwtatio11 evidencing, securing or describing tlwe tarty Loan. The .;ole rccourse of City 4rnder this Note and the Deed of Trust l'or repayment of the City Loart and tier sued other amounts arising therefrom shall be the esei —Ose 41l' its rights against the Property and rehated security thereunder. 22. Subordination. It is hereby expressly agreed and acknoww ledgtA by Borrower and City that the City tleed of Trust is a subordinate deed op'" trutsL, and that this Note is subject aoll snhordinate to the Senior Loan Deed ol'Truvt held by C ".iti C "ommimity Capital.. 23. Notice ofDefault. to 25H -75 a. Subject to the applicable cure periods set frith in Section 16 and extensions of time set forth in Section 2:5, and subject to the further provisions of this Section 23, failauae or May by tfae Bari -ower to perform any term or provision of this Note constitutes a d0buk sander this Note. The Borrower must i- nmaediaately commence to cure, correct, or aeaiiiMy such failure or delay and Shall C lrplctC suoh curC, corl•cction or reanudy -with reasonable diligence and during any period of Curing, shall not be in de,ftatdt. 11. `l:'he City skull five Written notice of dclituft to the Borrower, specifying the default complained of by the C:;ity. [delay In givitig such naatice shall not constitute a waiver of any cicfaurlt nor shall it change the lurno of defbult. C. h.xcept in the case of a monetary event of defiMill, the Borrower shall not be in dcfauult so long as it endeavors to complete hatch cure, correction or remedy with reasonaablc d,iliycncu, prOvadcd such cure, ceaareaiaon or remedy is completed within the applicable time period set i orth herein after- receipt of written notice qor such additional tlnne as may decreed by the City to be reasonably necessary to correct die duf4ult). el. Any ftai'luuus or delays by the City in asserting any of its rights and rrrrtec;tfes as to tiny default shall not operate as a waiver of any dCfault ur of'any SUCla rights ror reuiwdies. D aroy, by the City in aasMertilig any of its tights and reancdics slial'l not deprive the City of its right to institute and maintain any actions or proccedings Which it may deem necessary to protect, assert, or enforce any such rights or reanedics. C. f t' a inooctary event of default occurs under the terms of thus 'Note or the City Deed [ol'Trust, prior to exereasung any remedies thcrCUrldcr City ,Beall give Borrower written notice of such default. Borrower shall have au pe icid of seven (7) days afteu such notice is given within WN01 to cure the default prior to excreisc of'rcniedies by City wider this [note and the City DQed of'Trust. 1 lfa anon - monetary event. (if&falault occurs under the ter ns of'this Note or the City Deed of, ]'rust, Mirror to exercising any remedies thurcuradcr, City shall waive BorrowCr notice of such default. If the default is reasonably capable of being, cured within thirty ('30) days, Borrower shall hav =e such period to cl7fect a Cure lyrior to exercise of remedies by the City under this Note and the Deed of Trtr:St if the dQ14olt is such than it is not reasonably capable of teeing Cured. wvithiin thirty (30) clays, and Borrower (I) initiates corrective action within said period, and (ii) diligently, continually, and in good faith %vorl(s tar effect a cure as soon as possible. then borrower shall llawe Such additional fine us Is reasonably neCCSSl ry to LtlrC', tlae dethUlt prior to exercise ofany rclnedies by C".ity, hr no event shall City he precluded (roan exercising remedies if its security becomes or is about to become matchalty,leopardarcd by aoay failure to cure a default or the default is not cured within oalc bunched ci ht,y (t 80) thtys after the first notice of delaaLd is fi veil. 24. Insurance and Condemnation. 25H -76 24,1 d'asdieics Wuulred, While any obligation of Developer under the I,oan Documents remains outstanding, Developer shall maintain at Developer's scale expense, with insurers either (i) addnittW in California or (ii) are not admittcd to C;a liflo iia but have an A.M. Best bating of "A" or above and reasonably approved by the City" the fallowing policies o1. i:nsurancc in form and substance reasonably sutiwfatctory to the City Attorney: (aa) worker's compensation insurance and any other ida:utar.11 cc required by law in connection with the rehabiti ation; (h) prior to commcneement and following completion of the reliaibitrtation, dare: and hazard "alt risk " insurance covering Itltl",n of dic replaccment: cost of the Improvements in the event of fire, hglatnid16;, Windstorni, vundaliwsu, maalieious mischief and it] other risks norrnadlly covered by "all risk" coverage policies in the area where the Property is located (including lows by flood [f the Property is in an area designated as subject to Ow (Linger (if' flood); (c) upon caarnrrderrecrnent of the rehubiIitaation and at all bones prior to completion ol, the rehabilitation, builder's risk-all risk insurance covering 'I Of)% cad` the replacement cast of all Improvements (including offisite materials) during the course of construction in the event of dire, lightning;, windstorm, vaadalis n, carthqu*e, malicious mischief and all other ricks normally covered by "all risk" k" caves ag;e policies in the area where the Property is located (including loss by flood rt the Property is in an area designated as sal "ject io the danger of llood) (d) public livability insurance in amounts reasonably regUired. by City from time to tinge, and in no event less than S 1,000,000 for "single occu.trrcnec;" (c) property damage insurance in amounts reasonable required by City firom tonic to bone, and in no event less than $ ],000,tJ00) and (f) any other insuranec rcaasonably rcquirt:al by City, All Such inwun a nce shall provide that it may not be canceled or materially moctified mwaitbout thirty (:30) (lays prior writtela notice to City. The policies required under subparagraphs (b) and (ci) shall include a "lender's loss payable: cndorsenacaat " in llarnrr road saihstancc sadisf'actcn•y to City, showing the City as encurnhranec. The City shall be mulled as an additional insureds) in the policics required under subparagraphs (d) and (e) with primary coverage, Cerfil"icatex of insurance Iiar Ilne above policies (and/or oructrn of policies, if realuired by City) :shall Nye delivered within tun (10) days after demand therefore, and prior to strut elf any rchabilitation work. All pelliCOC;S. ln9tdd"ntt; against da.ma&e to the Impreavurients shall contain an agreed value ctanSC sufficient to e,ldrruinate any risk of co -inwn auce. No less tlum thhty (:30) days prior to the expiration of each policy, Developer shatli deliver to City evidence of renevval or replacement of such policy reasonably satisd "aartory to City Attorney. 24..2 (fit • Attorrrenv May h`fndddi" y The City Attorney may ralaralify the type and 25H -77 amounds of'insuraaoce ree)uired pursuant to tltrs Section, 24.3 Claims and Proceeding,, Developer shaall. give City iinmedtate ncttiee of y i y y B f'tlrc Property, whether or not covered l y uuvuraaae�e, and of any r�aaator•ral uasuaalt de's any "ofortrrso o' t}ue initiation or thre^ateved initiation of "any preocceding for the corrdemnatlou or other tacking [or public or eluasi -pubhe use of any Portion of the Property (c ollecdively, "Condemnation"), ), and shalt providc City with copies of all doewanenls which pertain to any such casualty or Condemnation. Developer sltaull take all action reasonably required by City in connection therewith to protect the interests of Developer auad'or City, and City Shall bu entitled (without regard to tile aaderlaaaacy of its security) to participate in any action, chaim, ad.lustr'aacrut or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, aadJUSt, rare compromise any charm, aaoda`on, adjustment or prroc,eccling without prior written approval, w�hicli appra,oval Shall not be unreasonably withheld or 24.4 Delivery of Proceeds to City. In the event that, notwithstanding the "Ieruder's loss payahlc endorserraent" requirement set forth above, (lie proceeds of aany casualty nasuranuu policy described hereiaa are paid to Developer, Developer shall, ,ubpect to any superior rights of 1pae Senior header, deliver each )orocccds to the City rnanaediately upeora receipt. 24.5 Applicatirraa of Caasuadty 1nsuraance Proceeds. Any proceeds ca>lleued (the "Proceeds") under any casually insurance policy described in dare; Agreement shall he disbursed to Developcaa- as provided below, bunt only uPorr fidfillrraeni of each of' the fiolhowiroy comltttvm (the Tt storation Conditions") within mnuty (90) days (awnless extended by rututar.aal aagreemew of Developer and City) fcollowing the occurrence off the damage for which the 11roc.eeds are coilectc& (a) Developer shtiall demonstrate to City's reasonable satisfiaction dltut the Proceeds (together with amounts deposited by Developer pursuant to subpamgraph (b)) will be adequate to repair the Improvement,,,, and to restore the fair anaarket Value of the Property, within two years (or such longer time period reasonably determined by City), to at 'least the value, it had nnrnediaotely prior to sustaining; tine damage Such demonstration shall runclude delivery to City off (i) plans and speecificatiow,, reasonably 4wisfmo)ry to City, and (ii) a aebabahtattoun contract in form and content.. and with a cmilruador, reasonably satisfactory to City. (b) To the extent that the Procceds ru'e iausuf`ficrent to accomplish the iestoraatasoaa required above, , Developer ,halt deliveu to) City (the "Shortfall Funds") in the amount of suola shortfal't, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed rra the same rnatme r as the Proceeds° (c) Developer shall exceute such deocumen'is as City requires to evidcnee and secure Developers obligation to use adl aannournts disbursed for the chligent . restoration of the Property. (d) No f vetnf of Default shall remain uncureal. 112 25H -78 24.6 Method, of Disbursement and Undisbursed Funds. Any Proceeds and Shortfalt Funds to be disbursed to D(avclopea shall be held by City and abslnu•sed in accordance with then customary disbursement procedures and related provisions;. Any annaunts reanuaiuing undisbnarsed following, completion of such restoration shall be returned. to Developer up trt) the amount of any Shortfall . Funds deposited by Developer, and any other amounts rematnhig shall either be paid to Developer or .applied by t:i,ly againsl ally obligations to City That are scoured by a Hen on the Properly, as they elects in their sale and absolute discretion. 24.7 Failure to Satisfy Conditions. Ito the event that Developer- fails to fulfill the Restoration Conditions itions Within ninety (90) days (unless extended pursuant to Section 19.5) following the elate an wwbich the damage occurs, the Procced's shall be applied by City ag4im t any obligations to City that are secured by a lien inn the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City un their sore and absolnta discretion,. 24.8 Restoration. Northing, in this Article 19 shall be construed to cwcuse Developer from rep,nrin,g and restoring all damage to die Propenly in accaudatnec with anther Lattrn l7acuanuetut prt °ewrsaonv, regardless ofwhelhQr insurance pnxaceeets are available or sufficient 24.9 C'ondcaranation "l reatment of Compensation Srubpect to ally superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a hen on the Property, all urnrt'suunts payahle to Devcloper in connection Mth at,y Condemnation, and any proceeds ol'an y related settlemernt, (collectively, "Compensation"), Snbjcct to any vuperior rights at Senior Lender, Developer shall deliver such remurnitng Compensation to City immediately upon receipt. If the taking, results in a loss of tine Property to an ewtetnt that, In the reasonable opinion of City, renders or is 'likely to render the Property not economically viable or if, in C'rty's reasonablejudgrneatl Devulopur's security is otherwise impaired, City may apply the Compensation mpensaticnn received due to judgment or scttternent in cornnectiotr with ally Condemnation or other talking to reduce the unpaid obligations secured in such ornda;r a,, Oly may determine, and wwtut:hnut any adjustment in the amount or due dwers of payments due under the Notc. If so applied, any award in excess of the unpaid halancc of'1`he Note and other sums title to City shalt be paid it Developer or l:3evelaper "s assignee. City shall have no obligation to flake any actuary for comneclioun wwrtb any actual or threatened condeunnati.orrn OV Other proceeding. 24.9,1 Natww ithstandnng the foregoing, as tong as the value ol'City's lrenw are not impaired, any condemnation proceeds nnay be used by the Borrower for repaii aund /ter uestoration. Cif (lie Project. 24.10 Wittve r of Subrogation. Developer hereby,,vaives all rights to recover against the City (sin ally oftieer, euzrployec, agent ar representative of the City) for any lass inclined by Developer front any cause insured against or rcalurreaf by any Loan Document, 13 25H -79 to he insured against: provided, however, that taxis waiver of subrogation ,hall not be, drec;tive with 1 y ' e policy if the cowerap;e thereunder would be materially reduced or at3�o tc•s oect to ao�a ouvsurtuao impaired as a relwh. DQv0oper shall use its best efforts to obtain only policies Which perrmt the t¢oregoing wwaiwca a rl'.sudorotation. 2a. Foree°e. Notwithstanding specific provisiom, of this Note, perliornwaauee heleLrndcr shall not be dcoomed to he on default where delays or depitults are due to: wear, insot- eetion; strikes loch- Routs; roots; foods-, earthquakes; fees; casualties; acts olGod eor other deities; acts of the Public encnay; epidemics; quarantine restrictions; Freight embargoes; litre of transportairon; governmental restrictions or priority; litigation, unuativally severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier, facts of the e „other party; acts or failure to act of the City or any other public or governmental City or entity (except that any act or failure to tact of City shall not excuse performance by City); or any other causes beyond the reasonable control or Without the 1auh of the party clajunsavf; lull extension nl” lime to pertCorm, An extension of, time hcrr any .such ,hall he for the period of the enforced delay and shalt commence to run from Ow time the party claiming such cxtcmu ion gives notice to the other party, provided notice by the party chaining such extunsion is given within thirty (30) drays after the commencement of the cause. Times cof' pca tornance under this Note may also be extended in writing by the City and live Bon-ower. 2Co. Assignments. ']'lie City, and the assignee of the City, shall have the right to assign this Note and the Deed of `I rust seturing this T',<eote , without any fuather .act of Borrower. The assail ooee sha11 give notice to [borrower gas sa0000 as pomctucable after such assignment, 14 25H -80 This City Note is hereby agreed to and crce,utaal on the (late first vet fiaath above. "BORROWER" Guest House IT rt Calilornia limited partnership AllMINSTRA I IVE GENERAL PAR'T'NER CI)l, Guest House LL.0 a California hinkd'liability company COMMUNITY I )FVFI_CdI'MEN F PARTNFIZS, au. California Corporation, its sole iaaernher BY: Kyle Paine, President Dated: MANA(.ING GENERAL L PA.R'I NER. IFI Guest House Santa Ana, LL , a California limited liability company AFFORDABLE HOUSING ALLIANCE E 1.1, INC, a Colorado aacaaxproffit corporation, its sole mcaterer By: Anjela Ponce, President Dated: IS 25H -81 L +XIII.BIT G RECORDING REQUESTED BY AND WHEN RECORDED RETURN 1'0 City of Sonata Ana C°oannaunity L-detie;lopiner t Agency lousing; Departoncnt N4-26 20 Civic 0,,nf.er Plaza, 6th Floor IIDC Box 1988 Santa Ana. Califiarniaa 42702 SPACE ABOVETHIS DINE FOR RECORDING USE FREE RECORDING REQ LSTED [C:;leawernaaaent Code Section Cr 103] AFFORDABiu'rY RESTRICTIONS ON TRANSFER OIt' t?R()NL:Ii,TY (21.51 E. First, Santa Ana, CA) THESL AFFORDABLE HOUSLNG RFSIRIC "IIONS ON TRANSFER OF' PROPERTY (the "Regrietia?ns ") :are entered into as Of.ha'ly 2016, by a,nd ainnng; aand Claaest llotase L V, (refcrrect to herein as the "Devchaper ") a ( "ahlaa in a lnniteil pLntnershipr Te C'i y of Saantaa Ana, a charter city and intunicipal corporaaLion (the "City "). RECITALS: A. Developer is the owner of that certain real property located at, 2151 East First Strect, (the "Property ") located in the City of Sawa Ana ones c parka laarlyr described in Exhibit A, which is attached hereto and inco,n-ml herein by this Myer= L3, For the paarlaa,ase caI' provkhng; seventy-two (7'2) marts of haans;inp I& will be aMaable to Gueaaaely -L.ov& Very-Love and Low I.ncon c hous,eil,acrhl ( "AsSititcwl Units "'), the Developer, the City have entered into that es^rtain Loan Apawrnent, darted on or abotat the elate hereof (the "Loan AF„ rccaaaerit ") tar which thetie Reslrtctions are attached as Exhibit Cr, which, along wwilh all of it attaclnawents, is Mo,wated herein by this reference (away vapita Hied tens that is not otherwise defined in these Reodedons shall have the aaaeaninp ascribed to such term in the I -oana Agrecnaent). C ", The Loan Agecrnent pi,ovieles, aowacnag anther things, for the talc of the Praaperty° I,or a@l ardaable housing; with all Assisted Mits being, restricted to Extremety L.aaw,Wery- Low and Low Itic orne h0USeh0lcdS, at Affordable Rent(s). D. The Loan Ag;reenacaat contains certain provisions relating to the use of` the Property. 25H -82 NOW, '1 N{d✓;'TiF,1'f)RF, C'I"I'4'r" AND DEVELOPER C.`.OWNA,N'N ANC7 A(iREL AS F(. LI E:)ws: 1. Developer eovenanfs and <agaees (tbr itself, its successors' its .- issi�ns, aaa(N cvcr y succes;sol- in interus;t to the Propeny or any part thereol) that Developer, such sctQees^sors, atnd such assigns sliali rase the Property exclusively to p-oa idc aaf9iirdable housing of Extremely -Low, Very -Low and Low lrruxnw households, as provided in these Restrictions and in the Loan Agreement. 2. Developer, for itself and its successors and aissig aas, hereby covenants and agrees that all of the apartments in [lie property (News one manager's unit) (the "Units") shall be rented exclusively, at A fhrordable runt, to Extremely -Low, Very -Low and Low income; housvholtls to the extent provided for herein. Area mcelu m irwo me levels and Affordable Rents are subject to adjustment from tittle to fine as, provided in Section 3 below. 3. AFFORDABILITY RI?CAC RUMEN I S, USE' AND MAINTFNANC L OF THE PROPERTY 3.1 Use Covenants and Restrictions. A. Developer aagrecs and covenants, kwhiudz errovut.ants shall rtan with the land and bind Dev..Joper, its suuccs.sois, its assign and every sticecssor in interest to the Property that Developer will make all rental units Cara tic Prop eo ly ,ivaihible to extrenvely low and very low households at rents affordable to swell households or fitly -five (55) years front the clkctive elate of tins A&Tecnrent. The HOME resl:riUions for the nine (e7) HOME assi,,Lud anaatw shall be eralinrceal until the di.tW that iv flflecn (15) years afler the date iron which the (ity reports the; 1'rgjQct a1 L" e;o III plcte to the I)epartnicat ofIlousunwg aiid l)rbara Derclopanent. Upon cxpiratiarri ofthe 15 year HOME compliance period, thou C:iLy will wal'aarce affordability rrfthe nine (al) utlils with the same incoture and relit restrictions as the other units, pursuant to City guidelines and the C:;ali forma Health and SaNtty Code. The City permits the Deveiopur to limit the eligrihility aaad %an give proaefer+ aace to homeless households (a pai toe of al set;iaaent oft:he population) in ace:orelancc; with 24 CFR 92 u53(d). B. TllQ T'aodect shall carasist of seventy-two units, iracludirrty, one on sitearraaMigeCs unit, ofivdaich there; will he fifty -eight (58) stodiir oruts and fborteen (l4) one - bedroom units Chore shall lie nine (9) HOME assisted unfits. 'lilac I10ME assisted units shall he floatin- units and shall lic di.vtrahaated throughout the complex with coruparahle anrcnities to the other Lnuty. The afforelaibility mix tier, the Project is its fbilows: Studio ,"0%, AM 35ry� Steidriro 5Wk AMi `r` Oric- Bedroom 3() "3o AMl [Inc Bedroom W4, AM., q er Uni t Studio, Manat � t 25-83 C;, At initial lea e up, howehdnl(k in the I 10MEassisted an its, catnaot uarrn More e duln 50% of AaNI1, however existing tenants at the Property who are otherwise eli,gil le under the I IOME Program may continue their tenancy at the prcnlieity. 1CenWl iticauaases shall be in conformance with federal and stalu Maw filler Ilae fifteen (15) year I IOME compliance period, the C"oty shall require that tho u:aiaifls remain affordable. with rents calculated based on as,sumud household sire at the sanac ineruaae levels, as rucltnred by [lie C alil`ha tmi Health iii Safety Code. D. All oNlac HOME uonis will lie resfricicxd to occupancy by frf "ty p ercent (WI 1,1) rat the ArQa Median income (AM]). Current residents whose. Incomes exceed uighty perccrot (fl(l%) of the AMI ww M be allowed to remain. Dents lbr the-;u hou"'eholds will lie increased to either thirty (3011/u) percetat of their monthly' household inome or market reap for the neighborhood, wahi heverislower, E. Affiordable rents shall he governed by C"alillinnua Health and Satfcty Codc Sections 50052.5 and 50053(b)(1), and as provided in the HOMh, IC.egulatiaons 24 C R .section 92.2.. Cteuts IDunit1 Con (a) Alt l,IC:D,ML uni,its slaaall bc, c;laangud tlac L.anw 11C�)'Mh rvazt, aus anavc;taclecl fioraa t nac zct Banc. (cmentl,y $914 for unc- beAclreooara taidt mid 585:3 @air a studio unit). 3,2 AfTordahle Gross titaxrthi m Rents Less Reasonable Utility Allowance): lnirtial rents may be recalculated to al➢owable rental amounts at the lime ol'nntnal leawe up Rallowing completion of mistruaction it) accordlancc with any changes iii allowable rent and income taalales as prtalaltslnu.cl try Hf.fT�. ldeuts [i:ron-naiao 11C)M�' xx;.ststecd as.nits w +il1 l7u bascel ocu tluo rcrats pubinslaud annually by C'alilbrrnia faax C'reilil Allocation Committee (I 'C'AC')• A. 11()`u'1 C Assiste d Units tt ofUnJts Max Gross mullfh Rent Very Low Studio 2 $ 'c8.5 3 1 Bedroom 7 S 914 (1) In no event shall the rent changed to the tenaw of'the HOME aissisted Units be anaare than that aarntaunt ol'Ihe hiw uvut aas publislued by 11111 ?. as animcled from rttnic to mile (2) hltiWy allowmic4eS must becluxluctcdf frootn the Malxiinum Gros -i Mooalhly fCeaii.. "l'hc housing Authority ofthe City ofSanta Aqua pubhtihcs the Utility Allowance Schedule. (3) At the tinge of project complctioan, the Developer shall provide tai the City the address .andlear unit aaatrnbur ool each olthe 110Mlu floating units. (4) Amiva ly with fie financial statements, the Developer shall provide an amittat a-epotl of rent"', and occupancy of assisted mints, toauhaclinag HOME-assisted units, to verify compliance with aflirrclability redtuira;txtents. For the l lCalwtl 1 units, in Formation 2N'84 on unit substitution and filling vacancies shall he provided to ensure thaat the project maintains the rcutuired unit mix. 33 Rent Increases, On an aannual dbasis, the City shall provide the Dcwclo ptr with the maximum allowable seheolaute of rents for the Property, In no event can Developer charge any tenant more than such aunnourat. d. Dvveto pt, , its suco essorrs and assigns sda:al l meat Charge rents li?r the Units in excess ofthe mndoutnts set fourth herein, as .acdpustcd on the baasu, of the revised schedules of area media inernnct rssutctd tl''rinu tnraaa -tc,a lanneby IdCl1']. The City shall notify Developer ill wratir%oi the aadJunleod allow,ahle nnaxanium incomes armed rents. w. Devcdooacr shall adopt turd include as part of its llhaanageinae•rat d ?lean (described on Section 1 I below), written teunatnt sedection policies and criteria dirt, tdae Units, drat Meet the [01lowwin, reapu:airetnnents; (aa) Are consistent with the purpose n[' providing houshig for Extremely Low and Very Low lncotaue houschodds, (h) Are reasonably related to program eligibility aoarl dw appheaants' ability do perform the ohligaations of the lcasc; (c) Givc rcaasaataablc cwammleo-46011 to the; honsiung necols Ofhorusehcrlds that would have a preference under 42 CFR §906.211 (Yederal setcetion p`eferencoas Ibl- :acdnotssicrra tar PUbdiO dhruying), (d) Provide for: (d) The sedectioan of tenants from ,a written Watifing'hst in the Chronological order of,their appheatioan„ insofar as is practicable, and (h) The prompt written nrtaticarticota to ally rejected applicant of the grounds tfor any rojection (r) Vrovide halt priority ill the selectiaraa 0fClLMlif"ICd eligpWe tenaaants to bousiJiotcls that are referred by the City; and (l`) Carry out the At`tzatnative Marketing procedures of the City od �,�anta Ana, wlaieli are desianeel to provide iratiarrnuatioon and artlaorwose attract edipiblegaersons faonn alp racial, ethnic and gander groUpS na the hirusnag nlMkcal area to the units. Developer shalt cooperate with the City tar effectuate [his provision prior to the initial renting, irr tudrean nccna'rc°race ol` a wacaaney, and the re- renting of any Restricted Unit,, ( +d.. "( C'FR 92_:3511, ft,. Developer, its successors and assigns, shall not refuse for lease an unit to as liolder o'f au rctuta[ VOUChCr cut der 24 C"FR part 887 (1 lousing C'hnice 'v°artuchCt- Proop;rarn) on [o it holder cif';u cenarpea able dot:ume nt evidencing p. - ticipation in a HC)MF tenant-based 2`5� =85 assistance p rograrn hee<rarse r;rf the staters of the prospective tcnaanI as a holder Of Saeh . certificate fat' famiIy participation, rental verge hcr, or cernrpambte llC)ME tcnant-baxed assistance document.. Total rents eharged to such tenants, inelarciatrg the fctraaat eortnbution and rental assistance, shalt not exceed the allowablc rents a+a described above, ?. Any ]v rse ofany arf'tptet tuuttts prates( he l6r not less than one year, tarr1e w by arvrustaal agreenrenl between the tenant and the Developer. `ihouid the tenant arrtl Developer agree to as term of less than erns year, said agreement shall be expressed in some type of written forut, signed by the tenant, rasped maintained on the tcnanVs rental file held by tile Developer, The lease treaty arm contain any of t,hc lirll( lying provisions (it) which ret "crenQcs to "owner" shall mean the Developer, i;lv .mccessur s. or assigns): (aa) Agrewrrrcnt by the tenant to be Sued, teo athxrit gnitt, or to a judgrnent in favor• ol'the owner in Ga lmvsuit brought in connection with the ]ease; (la,) Agreement by (hQ tenant that the owarncr may take, hold, or sell personal property crl"Nurtuseholtp trrembeas Without notice to the lelraart anct a court deeosion arrr the r ig�las OF 111e pan ties. This, prohibition, lrowvevcr, (toes not apply to an agr•asanent dry the tonrarrt concerning disposition of personal pro,aperty remaining to the turasing Unit aa:hlor- the tell ant has moved out of the Unit. The owner may dispose of thus personal property in aakxC oroh ce with state law; (c) Agreement by the tenant not to hold the owner or the owner's aggent legally rc,porrsible for any action or failure to act, whether intentionat or negl'i,kent:; (d) Agreement of the tenant that the owner array institute as lawsuit Without notice to the terrarnt; (e) Agreement by the tenant that lbe owner naay ew let the tenant or household metnbers witheitat instituting a civil court proceeding or winch tyre tenant laas the, opportunity to pre4en.l a defense, or behove a court Cleclsiodr earl the right" of the particsy (1) Agreement by the tenant to waive any right to a teal by perry; (gg) Agreement by Ole levant to waive the tenant's righl la appeal, or to Otherwise challenge in court, a eoarrt decision in Connection wa rlh the lease. sand (lt) Agreement by elw tenant to pay attorney's fecs or otlier legal costs even if'flic tenant wins in a court proceeding by the owner against tyre learanl, The; tenant, however, may be ohligawd to bray ccmis if the tenant Iasi s. lt. Dcvetopear, its successors or assrg;ns, must Mhe e to state law recttarrenrents With tagurd to termination ot''tettancy, 9. Developer shall rrr,ainttain the improvernunis ern tore Property in compliance With a[] apphca lble housmrg quattity standards I24C ~R 92,504 (e)(tr) I and state and heal code rectuh�ements (California l lealth and Safety Code section 334 18), and shall keep the Property furec from any aorcasonahle aacc- urnulation of debris or waste materials. A WN Developer shalt also maintain in a hQ�dl�hy condition any landscaping planted on the Property. 10, Developer covenants and angrcus, fear atvell', its successors, Its assigns and evt;ry successor in interest to the ProperLy er any part thereof, there ,li all be no discrimination against or segrugatuxr of'auny person, or grotap t4perstnns, ern account of race., rotor, creed, religion,. Sex„ mentat or physical dmability, man ita.l status;, nafional origin or ancestry in tine Sale, lease, transfer, use, OCCLapaaney, tenure ear C:.njOYMC11t oft.he Property nor shall the Developer itsetf err any person claiming 1n11a3cr Or (11V :IUgh it establish or permit any such practice or practices of discrarnination or segrcgatien with reference to the selection, location, number, use or occupancy okenaLnts„ lessees, subtenants, sublessees or vendce,, I „rf lne Property, as rerlidred by tlnc'l'itle 171 of the Civil Rig'Ints Act of 1964, the Fair Housing Act (42 U.S.C. 3601 -20) and all in iplementing; regulanivns, and the Age 1:.Discrirnination Ado C I975, and a I I hniplcITICtIting 1cgulations . 1 1. Not later than five (5;)'husiricss clays prior to the execution eof t'Ine documents, Developer shall subunit to l ac 1;xecautive Director a 1rlanagennent Plan in a. form that is acceptable to Lhe Fxecutive I)hector, including, haat not limited to, the components listed below, Approval of the 1vlan,,%,c ieut Plan nnust be, obtained from t:he f:xecutive Director not kife,r than [the their for the Closing, Developer shall manage the Assiswd Units in accaaordaxnoc with the approved Managennent Plain, including such. amendments nts as may he approved In writing from tinier to time by [lie Fxecutive Director, for the term of the in conic and r cart restrictions contained in these RQstractions. The components, of Lbe Management PInn shall include: (s;u) NIl�uAnrn *c,purlat_�4 cu?t- (Developer Shall sulmut the liable: r`uand qualifications of the proposed Management Agent The Excenrtivc CDirQe1or shall approve or disapprove the proposed Management Agent in writing based on kbc experience and qualifications of'tlte Management ,Agent. I lie City helc:hy atpproves Solari Ltiterprises, Inc. as the initial Management Agent. (b) )jwm!jvq myont A gcee.pnaertt. Developer shall submit a copy i'of'tlie propow. d management agruernQnt specifying, the amount of the management fbc, and the relationship and division of responsibititics between Developer and Management Agent. (c) AnnuaDl „f3ticlgct.arlal Pro t al C a li l;lo s, Prior to Llre Closing”, and munaaall,y thereafter not later flb aon ninely (90) days after the close of each calendar year thereafter, Developer shall subunit ar projected operating, budget and cash flow to the Fxccutivc *. Dire or, 'The litid el and cash flow Alalll he in ax Form that is acceptable tin dlae Fxcc;utive Dirwor. (d) Tenant Selection _NPoliclas,,. Developer shaull include in the Management Mann the 1en,aol sek.,Ctiorn policies in aecordaance with Section 4, above. 12. If at any ti.tne the City dderimnes that the units are not being iaaaanaaged or maintained in ,wcorclancc with the approved Managertie nt. Plan, the City shall send the Developer a detailed description of'tlne aiaanagerncnrt ctcf oeiencacs (aa "Deficiency No ice "). if tlno delicienaae set firrih it) the Deficiency Notice arse not curod within thirty (30) clays (01 such longer period as may be reasonably (lesignated by the City), with the exception of. 2`t'i'�87 HOME t:egul,ritortS that, require a shorter period, the p;xecutivc Director may require Developer to cbaange manaapmient practices or to terminate the management contract and designate and retain a differctat management a);ent. Fhe ntanagument aft ecmett s1aa11 Provide that it is snprject to termination by Developer ww. ithowtl pemalf.y, upon thirty (30) days prior written notice, at the direction of the h'xectttive Director. Within teas (10) days follaowwirtg as direction (11 the Exectitive Director to replace the management: ageitt ill aucrordance ww tth the terms hereof, the Deveioher .shalt select another ritana gernerit ,agent or make anther arrangements satisfactory= to the Esccutrvc Director or desagalee I'm- uontilatuing manap;enient of the emits, 13. The covenants established in these and any amoudmcops hereto approved by the �C'ity and Developer shall, without regard to tachaaicad Chassiflcatiou and dcsut;natiors, be binding for true benefit and in favor of the City and their respective SUCeutiSOI -S, Mid these Rcstxlctions shall remain in effoct for fifty- fivrc(s5) years. In its discretion, the City may defer repayment of"the T94]ME Loan or the City raaay agree to Butch reasonable mochticatirnws to the rccluirurrWl*,' of these RQ,,arictions, as they may dctuninne are necessary finr the contineted maintemance wid operation of the Assistcd. Units. Thw cow etrants against discrimination shall remain in effect for tlae period of these Restrictiolis. 14. Developer shalt not request disbursenaenl of I i0 ml` funds until the linacts are needed to Nary eligible cwrsts The C`i@y shall have the right to disapprove any request if' the City determinc,; the t Qgoest is k)r all ineligible item or is otherwise not in compliance with or inconsistent with the Loan Agreement and these lac trietions [24 CFR 92,504 (c)(1U')]• 15. Developer shall hrepuare, ni atnfain and submit to the City, as appropriate, the pollowioag records and report,, oa compliance with 24 C YR 92.504 (e) (12): au. AitnAp;aj ItepoI,s. Developer sialt life with the City all Annual R3 ,port (herent ref'crred to as the "Manual Report -) within erne hundred tweoty (120) days finlhrwutnf; tite end of each calendar eonamescing ww,ith the end of the eatendar year (or Porticos thereol) its which the ReM l =state Closing occurs 'I he Atsrna:al ]Zcpan °t shall contaritl . to certification by Developer as to such infirtntation as the City Exoouttve ]director may then reel }airs, including, but not limited to, the laollowving: (1) The fu�scal Condition of the Project, including the Annual Budget and Project Cash How report required by Scetion 10 (c) ofthc Affordable Housing Restrictions which shall include a finiancial statcntent fisr the pi- Qvious catendar year that includes a haleaaee sheet anal a Profit sand lows staawmts nt indicating any surplus or deficit in operating ucanunts; as deaaieal ilcnu;^ed fisting of income: ttnd expenses, and the atnotttuts of array tiscal 'Such Annual Budget and rinaanenil statettent ,,]tall he prepared ill accordance with generally accepted accounting practices. Tile City Fxecutive Director may require that the lmanc'iail stattenoent be 41.1dile11 at Nveloper's exheasse by an hhlependent curtitied public ac.cotsntaut aaeceptable to the L "XCCUtive Director.. (2) Any substantial. physical defects in the Project, including au description of any nutpoa repair or maintenance ruin k undertaken or needed in the previous 2� =88 and current years. Such statement shall descrihc what steps Developer baba taken in order to maintain the Project it) a ,aafe and Sanitary condition in accordance with applicable housing; and buildings codex and ilry property standards set forth in 24 C "FR 92.251. (3) The occupancy of "the units indicating IIIc irwo ae of each current resident and the cmTent rents charged each resident anel whether those rents ituclude . utrhticS, including reeorck that dernonMraie that the Project rutcets the rcepuircnreurts a`al'24 ('FR 92 -253 'or tcnant, anal paarfieapaant protection under the HOME Prograrrr. (4) Gencrai rnaanagcanew pQrIbriTiaance, including tenant relations and other relevant information.. (5) Records that dcrruaor:strate that the units meet the affordability requirements of'24 C FR 92.252, 50052.5 and 50053(b)(1) of the California Health and Salety Code, for tlrc required period ol" atll'ordability according to section 33:334.3 of the C°ald'o niaa Ht all:lr mid Safety C "cralet. (6) L:vialerace ol'a caarunlly paid hazard 'insurance policy it) accordance with the un cpuurenuent of suction 6 of the C'rtyil IOME Deed Of'frtast, with a loss payable endorsement naming; the C"ify as as loss prayec(s) together wvith amber apmurved lenders (as their interests astray appear), with a "Replacement Cost Fn(lorsvurvent " in amount sufficient to prevent Developer or City from becoming a czar - insurer under the ternts of the policy, but in any event in an an)ount naat Veu than '100% oflhe then fit] I replacement cost, to be determined at lca:st once anni -Mlly and subject to reasonable approval by the Executive Director- (7) Evidence of a currently paid liability insurance policy, nanlattg, the City as additional irnsuuexl and in a fonn approved by the City Attorney with coverage as dace ibed in the Loan 1g;reurrucnt, (,8') Term reports pertaining to the property every f i fib (5`r') year. (o) ) Suclr other inlhntratrrnt as may be reasonably required by the Exca utrcu Diicetor or his/her designee. b. Recor`t's sin'd Audits.. Deweloper shall maintain the follow ing, g(enc:ral prog;rana records, and make them available fear inspection by the (Ity, the State or I IUD- (t) records which demonstrate that the preluct r ms' the property stanidaad specified in 24 C FR 112.251; (2) records, flor each l ltt'u FI Assisted Unit, which a luntarrt;.vtratcs that the project meets tlrc rQqun cmeat #,w of 24 C'I "R 92.252. (3 ) records which demonstrate carmphaattce with the tenant and participant protcetions, as specified in 24 ScWon 29.253; (4) rec;ord,s which demonstrate nstrate ennupliance With the Fclaral 4 pl,ortunity 25f 2 89 and Fair F'housrng rcquirernentrs out:lincd in these Restrictions, inelndio g (.A) data on the extent to which each racial crud ethnic group and single hcaad of household (by gender of'head of honawehold') have applied for, participated . in, or benefited firo n, any program or awtiry ity Rinded in whole or in part with HOME fund,,; (13) doedanerntation ofaoions undertaken to nnect the egUal opaportnnity requi rcrnncnts ol'24 C°FR 92,350, which implements Section :3 of the Housings Dove] oprrrenI Act dof' 1968, as amended ( 1 a U.S.C. t 701 ua); (C: ") drretanuntahaon and data on the steps taken to innptemcnl Developer's outreach pro r arras to minority-owned and women- owncd busmcsscs to nneet the rnrnaarity craatreaclr yea {eriuerawa;o t of 24 fTR 92.350, (5) doeaanncrataLion ol'ihc Aep.s taken to carryout an afflrranative. tnar[keting program in accaorclrrrree with '2 4 ('C 03 L)2.35 1, i1'alaplrctaOrlc., (6) rfapplicahle., records which cicrnoustrale corinpliaricc with the requirements relating to relocation arf 'displaced liersoans, as described in 24 CDR 92.353 At a minirnntrn, these slmil irnelude prr�tect occupatrc,y lists identifying the name and address of all perstons occupying She project property trp until the dime of llac Real l;state closrmg (i.c ,the date ton which (Developer obtained wits: c01111-01)l (7) records concerning leant -based paflm in aecordanncc with 24 C:FR 92.355; (S), rtapphc<able, records which support arryrccprrests [or wraivi s eofthc ceonflict ofintcraSt lrrdrhthition as stated in 24 CFR 92-356; (9) rcc, ords arf cer tificrati onra of contractor qualifications ass they relate to the deharaucnt anal NWpcnsia'rn requirement as stated to 24 C'D'R 92.357 and 24 (TR D'art 2.4; and (10) any other reports issued by anther monitoring agencies. C- All records licri ahling to each calendar year of HOOF: funds monist be retanred f "o¢' thcs Most recent five year period, cxc:Qpt that for rental housing; projects, records may tic retained liver five years, after the project completion date; except that records drfurd' €vidual tc.rraant Income verifications, pnojoct rents and pro, oct rnspections must he retrained purr the: most recent Five year period, until ,Five years ofter the aatfbrdability period terminates (24 C'FR fa2.509). Developer strain cooperate with the City to retain all books and records relevant to the Loan Agrcurruerot fior as mitrirnrum of five, years a1Tea, tfrc expiration of the Loan Agrcemenl and any ,,ant:] all amendments hereto„ or for five year'." alter the conclusion or resolution of any mid gall audits or htigahorrn relevant to the L.eoaun. Ag ocernQnt, whichever is Dater. l Inc City, the Skate, the Of icQ arf the, Auditor General. of HUD, ondlor their representatives shall have unreshtcled reaasonable access to all locations, books, and records for thin prrr-powt of nnonitorin,g, auditing, or otlucrWisa AWN N examming "'aid lc+uaatious, books, and record with or without prior notiec. d. if so directed by thc f:oty, the State or HUD apron termination ofthe Loan Agreement, Developer shall eLttrse all records, accounts, do(cumentatioil and all other materials, rclevant to the work tro he delivered to the City, the State or HUD, UD, as depovitory. C" All records, aeconnt's, documerrtation and other rnateriarls r(af".vmlt to the Project shall be accessible Lit Lilly tirrle to the authorized represejitartives of the City, the State or HUD, ran reasonable prior notice, lr.)r t1w. purpose ofexaruination or audit.. f. pursuant to 24 CUR Part 44, [lie City shall perform an Limiva l aaaadit at the close ofeaeli catcrrdar year in which [lees*+ RQsl:rietions are in effect. Developer shall . reasonably cooperate with City rn perfornai.ng such aught, 16. The City is a beneficiary ul`the term , and prov ki oris o1 these, Restrictions, tuad the covenarnl, herein, booth l'or and in their ertvn right and for the purposes of protecting the inter esrs of the uoniniatrruty and rather parties, public or private, for Whose benclit tlle�sc RQstrictions and the covenants rumiuip with the laird have'heen provided. The City shall have the right if the covenants are breached, to exercise Lill right,, and remedies, and to maintain any actions, or ,wts it law or ill equity or otha:r plopor proecedings to enforce tyre Curing, of such breaches, to which they or ally other betlefrc lariers Of these Restrictions and cov onants Lire e:rltrtlQd, t7. The covenants and atp- cements contained hcreui shaiil run with the land and not be personal obligations of Developer. Upon the s<n1e,, Qonvevariee cr [.miler transfer of the propaer,ty (.a L'Trans er ") and the a.Nsurnptraon of the alblia,;;mions hereunder by a lrarrsp'uree, Developer 's luubihty fior performatnce;shall bet(mninated as to any Obligation to be performed hereunder after the d;-ate of such Transfier. 18. The Loan Agreement and alp Kof'ils be enfiorccahle by City ire aacoldauuec with the terms tIwre ol. Each of the l...can Agreement, tile. aktford.ahiNy Restrr *•neon, ran franvder of l'r�operty, the C ity /pifyML Loan Note and the City /HOOF (Deed of `Crust provide a means of enforcement by lire City ii' Developer is in breach Of its obfigations herCUnder and thercunder, inc puding lien, rnl the Properly, use and deed restrictions and ceovcoant:s riaernng Will] the land [24 CUR 92 5b4 (c) (134)]. 29hl J1 IN WITNESS WHEREOF, the par -ties hereto have causal these r' ffovdahilily Restriefiot s on Tnmsfua• of Ilroperty to hw executed on tltc dente sel €l.rrth 4reill"ab ave, CITY OF SANTA ANA Mina I). F Huai' David (14V 1710S Clcrk rrflhe C°r until City Manager Date& APPROVED AS TO FORM: SONIA R CARVAI,HO City Atlprnr y BY:_ Ryan 0. Iltrctg Assistant. City Attorney DwQd; Daled: 294 -a2 GUESTHOUSE LP a. C alifbrma limited laartu7cnshiT, ADMINISTRATIVE GENERAL PARTNER C DP (:.ucst I uau sc LL,C' a California limittm] li,ahrluly company By: COMMUNI FY DLVLLOf'MLNT 1'AR'FNFM a California Corporation, its, vo[c inunther By: Ky]u Paine, Pre,,idenl Dated, MANAGING GENERAL Pna R I NFR III Guest 1loww Santa. Ana, LLC' a California limited liability company I3y: AI+"IaORDABIX ""USING AI.AAANC.E 11, INC. Thu biwgrity Housing A Colonato nonprofit eaurpor<ation, its sole ameba By: Agjufa Ponce, President Dated: `26 i' -93 FXIIIBIT'II 2P,V03t_s. CITY OF SAi'i'1A ANA AFFIRMATIVE MA11.I0," G AND IVIENORITY OUTREACH PROGRAM AE % "I % "IUNIATIVE MARKETING PIWGIZAM The City of' Santa Ana is a participating jurisdiction in the federal 1-10iVIE", Investment J'wInership Program (IrIOLME) aund the Community' Development. Block, Grant Program (CDBG). Fedcral lave requires that all participating jurisdictions adopt affanirat ve marketing Polieies that include; A. Methods to inform the public about federal fair housing laws and the City's affirmative marketing; policy; Il. IRcgttireruents and practices owners must adhere to in order to carry out this policy; C. Procedures owners most use to inform and solicit applications from persons in the housing rnarket area who are not likely to apply for the housing vvithout special outreach;. D. Records that owners and the City will keep describing the actions they have taken to affirmatively market units and records to assess the results of these actions; and 1',. A description of how the City will aturually a,s,sess, the success of affirmative . marketing actions and deternxine vvhat corrective actions are needed. The City's affirmative marketing procedures and rcyuireincnts 'lbi rental and homebu,yer projects Containing five or more FJOMB or CDBO- assisted housing units are sct forth below. These procedures and requirements constitute 'tic City's Aftarmative Marketing Pro,amtn. These procedures and iegj iiretrnents do not apply to .families with S'ection•S tenant -based rental housing assistance or families wifli 'tenant -based rental assistance, provided with HOME hands. A eAfuthods to inform thepublie eaGoWfeeleral, fair housing lamr, The City cwili display the EgLt,'d Housing ltrgotype or slogan in heausar - rrlatud press releases and solicitations for owners, and on the websitc page for the City's I ousing; and Neighborhood Development Division, Yfiu City will tecllaewt that the f: °oun�ty of'Oran; e inrl }ude nfortmation on the City's 110MI and CIDDU -assis ed rental units in its countywvicic Affordable Hon.tsinv List maintained by the Coqurty. lhk list can be fowid on the iarterinet at l,c;itp� Av v voc r /tusiaW ford abl IIi i ou,5na lan. The City will rnain'daili a kirk to this wwebsite on the wvebatte page for flit City's 'I-Ioussng and EXHIBIT] t2eSnt itton No. 2.003 -031 25H -94 Page 3 of Ncighborhood Development Divis on and for the Santa Ana Flousing Authority. Cope :, of the list will be available at the public reception counters for the Housing and hTet ghborhood Dtwclopnaent Division and the Santa Ana I ousinp- Authority. B. Requirements nrrrplaclle e,s oaawers rrarrst net/rer'er to: - »• The City wwiH rerlaire owvrtcrs of City I10ME and CDBG assisted rental units covered under this maukethrg plain, to display the Fqual Housing Opportunity IoPtype or slogan ill all con•es,pondearce with current or potcntiaii teuaatts„ and on lease aagreerncnts. The City will require them to display the fair housing poster in their Icasing offces, and to develop written procedures for scicctiug tenants. These procedures roust meet the hallowing criteria. ca They must be consistent with the lartrpose of providing housing for very low- incornc and low - income families; o They Must be reasonably related to.prograan eligibility and the applicants' ability to perfornr tire: obligations of the lease; cy Thcy must give reasonable consideration to the housing needs of families that wwould have a federal preference tender section 60(4)(A) of the Act„ ca They trust provide for tixe selection ofteramts from a written waiting list in chronological order of their applieatiou, iirsofar as is practicable, 0 Tltey Pnust call for prompt written uoti ication to any rejected app] ieant of the gro and s for any rejection. C: T'rnceduresforwravrrers. • :� The City will require mvners of City llOMF and Cf)BOT- assisted runtal units to rantirtta,saasly review the demographic anakeurp of their tenants. If and where such review indicates that their tenants no longer reflect the City's minority populatidn' they will be required to inform the City of that fact and request City review and approval of steps they will take to correct that deficiency. < Complialice with the City's aftarnx,2tive rnark'etiaa,g rerlerirerr cols and procedures will be ntacic an obligation of all rental IareapetV owwners receivitag 110Mfl' or C. )DG assistance frorn'thc City of Santa Ana, and will be enfrarceable by means of 1pp,rop i rte actions describcd in loan douuments recorded through the (.,ourn'(y of Draragc.. 1). RecordTreeprt+a .- The City mu require owners ref its HOME and- tental uarr'its coveavd under this tu-i1k(ling ]elan to make an amrual relrort to the City deli „il'inv the Steps they have taken to corxxpCY with this program. They will also bt, regtrircd trr report orr the e'thnici6y of tlu:ir t+cnants, as'well as rents, inconx, levels, anct other household characteristics. Reports be made on a I'ornr that is aauc pi able to LXI III3 :T 1` i 62rso8rtkion Nn, 2067:3 -03'1 Page 4 of 5 25H -95 the City of Santa Ana, and that will enable the City io capture the data it needs to evaluatte')',vner cotripfiance with this ,program. The City will maintain records can owvner repctts and its evaluation of tlxosc relaorts for a period of not lcsw than ten years after expiration of tlrc affordability period required by applicabte HUD regulations. E. Awinnal rrssessinent: • Upon receipt of owner reports, the City will evaluate the etlttric and racial characteristics of tenants being served to determine if they reflect the City's housing market. if they do not, the City will direct the fawner to take further affrrnative rnaTkketing steps to correct the rrnbalance. 1he City will track and evaluate the steps taken to enstue they have tine desired effect. al —NQ d l "t "Y UiJTR H: 01 PROGRAM As a participating jurisdiction, the City is also required to adopt certain affirmative step,,, to ensure maximwn feasible parfloipration in HOME and C DG- funded projects by minority business enterprises, women's business enterprises, labor surplus area firrns and other small businesses. These affiwrniative steps are listed below and constitute the City's Minority Outreach 11rocednres and Ruquirernents Program for pl 1ME and Cl)l3G- funded projects. :• The City will palace qualified small and minority businesses and Women's business enterprises on solicitation lists; ." The City will assure thal small and minority businesses, and women's business enterprises are solicited who never they are potential sources; The City will divide totat requirernp s, when economically feasible, into smaller tusks or quantities to pernrit raraxiinurii participdt'ion by small and urinoriry bossiness, and d women's busines enterprises; The City will use the services and assistance of the Small Busincss /Administration an,ll the Minority Business Dcvelopinent Agency of the Dcpartnaer:t of Carnmcrce;, and The City will require the prime, contaaictcr, if sub ontr'acts acct to be let, to take the affirmative :steps listed above, ve. The City will anfrually revscw the ntsults of these procednre:s In detennwine if tiddidnnal steps should be taken. 1?M1.13111:d - Resc:duticn No, 2003.0,11 25H -96 Page 5 of EXIIIIIII1' I FORM OF RESIDUAL RFCEIP'I`,S RLPORT Cannnnni:ity Devclopmern hgcncy of the City of S,anlaa Anar. Residual Receipts Report for (lie Year Ending, Dante Prepare Plume complete the following inform anon. and execute the oe'rt fimition Lit the botffi7na o this' form, ry. M MI. I. Please r'epod Annual Proj ct Ruvo rue for (lie year ctulang ......... on:1he following lines,: Rent Payments sere tat ing Soctiou 8 ten arat a sistarnce lroymcnts, ifarny) _ Interest Income (do ngLin,lmiv, ItileTbhl, income froni repla"C rneni and operating rc sa;rvus raraz acitcse-4~st ieautanror✓ on tenant seutaroty deposits) (h) Addilioiwl. Incotne (forexaample, vending ailaachint im:,omc, tenant torP'citcd deposits, laundry income not lurid to the a °usitiun[s' aassociltion) (3) $. Total Annual Projee.( Revenue (Add lines 1, Z, and 3) (4) o erathigEx renses' Pteaase report Operating Fxpenses incurred liertheyeaar e onthe following Vin's: ()peranin; and MniW nrac o l: xdt¢ otius (S) $. l.)tihfi(cS (6) Ptirperty U[narnl,eraarraat Bjx Ctiscti nand C)It -Site Sniff P tVI ill (7) f, Administrative Expenses (PS) i... —. Property'l axns (`.a) � 1 ri Sn I a lie (10) 25H -97 (:alter• F.xpi rises ( l 1) 111uaxc fist tlrc,,c uxpunscs Total Annual Operating p •' g jest' (12) S I'm the p' Lx'.tcrasv5 ' Housing rC.r' (Adet Ihle's :5, (7, 7, 8, 9, 1 {.1, and 11 ) Nut R7pcNttitar; lrteORle (Stabtaact Line 12 from Line 4 ") (13) Do not rnclucte c;aperho Unrelated 'tcr Ihe. arpacrtrtian ofthe Rental Fortran of the t➢ri,jec9 such as depreeiartiarn, trratr:➢r9''iz.atiasn, accrued pynincgaarl sn'ad irutur'e;t expaensc on dc1 °cr od payrncnt udclrl, or uipailaal exp cndutuures. Additional ('o-ash t [OW l'auynrncruts Obligated I`iostMorl.aip' , Debt ServiccNgnt Rwu (w,aj,rprrrrwrcel ' by tire Agency and (14) .S ertlrcr p urt.ien 111att may have sUuh approval rights) and Obligated Sceouwdnry Subewdo)tatc Debt. Seawwe L'aaynucnts (as approved by the Agcncy Auld Mier parties that may have mwh apparovaal'rights) Scliedulud f)c p ogits to Resmes (as, approved by tlae Ag!Cncy) (1 5) A dcditiorud T',rymen'f Obligarliorl,, (',kj4•1'r m partnership mana,genout 17ccs rlvlerred ( l6) '.$ developer l7 cs, or repayments ern dcr,arrs to parIners, as approved by (lie. Agoney to la rve prriot'rty over Residual Rcceupi Payment to the Agency) 'Total .Additional. C',asla d [Ow Payments, (Adel lines 1.4, 15,and lfi') (1 r) Residual liuecipryts For Year hneting f.114) (Subtract Line ne 17 From Line 13) I wrl.ent4tlld A; nd RL'4ucl ll IIll R.eU6pa14' to 1741 j ul]ll to tile Agency (fOF pl1rY'4WIll In the (1 9) X, Promissmy Note, by <tnd bet'wvecii the Agetrcy' and B arrower dated Amount I'ayuhIc (o the Agency (Multiply Line; 18 by Line P)) po) $ Lha auUOLUlt payable (o the Agency listed errs Line 20 is stubpuct tea p.iynrcnt according to the term" of, tile Promissory Nta4'e by and bcttw'u;en tl'ac� Agency and Borrower edwLA If Line 247 is 50,00 or negative, you owe nothing to the, Agency thus y( iar. IfLine 10 is a positive number ", rorrnt clwck payable to an([ attaula tar this rcpmt. 25H -98 EXHIBIT J CI't "Y OF SANTA ANA REHAMI.IITArION S "I'ANDARDS PREFACE The primary purpose of these standards is to address the qualiity of workmanship and materials expected, and to achieve consistency throughout the program activities administered by the City of Santa Ana. These standards are not intended to reduce or exclude the requirements of any federal, state or local codes, standards, ordinances and regulations that apply to residential rehabilitation, L+ r R MI' 1 IT K R 7; I I + All work shall be performed in a professional and workmanlike manner. • The quality and durability of the work shall meek or exceed the standards establi.0e +d by the construction industry and various trades" MATERIALS &. EQUIPMENT AIII materials and equipment shall comply with and be installed In accordance with the manufacturer's requirements and all applicable codes, standards, ordinances and regulations. If a discrepancy occurs between the requirements, the more stringent shall prevail. Unless otherwise specified, all materials and equipment shalt/ be mediurn grade, Economy grade materials and equipment are unacceptable. All materials and egw[mrient: shall be new, in excellent condition, and delivered to the job In the manufacturer's original Packaging. The description of materials and equipment found in this document establish a minimum standard. ENERGY EFFICIENCY, WATER CONSERVATION & RECYCLED MATERIALS To the extent possible and practical, standard measures related to energy conservation, energy efficiency, water conservation and the usc. of recyded materials have been incorporated herein. Gaut rehabilitation or new construction of residential buildings up to three stories will be designed to meet the standard for Energy Star Qualified New Homes. Gut rehabilitation or new construction of mid or high rise multi - family housing must be designed to meet the Arnerican Society of heating, Refrigerating and Air • Conditioning Engineers IASHRAEI Sllandard 90.1 -2004, Appendix G plus 20 percent. LEAD -BASED PAINT AIII housing built before 1.978 must comply with 24 CFR Part 35 Subpart J and HUD's Lead Safe Housing Rule regarding the evakiation and contrrall of lead -based paint hazards. HUD's guidelines are available at �9rta1?; cv�a�nf -hid. ovL_ff,co_., Ioa(_JZ ), rim uide "I, "Mncsr lnclex_cfnr, BUILDING STANDARDS N16iiniin at Stan(hird a The site shall he hsaaard Mice and sanitary, • I lie site; aired raft paving shtdl drain away fiorat the dweilinval and aec cssory buildings, but 11.01 afarO aIdjaacent properties- • P avtng and walkways, shall) hu. harard -�flice and inta�act- • I andscaatarnol and irri„zatoon systents shall be hazard -liee and in 25H -99 ISIM, u'G�'t oiti Vw.�ipi ummu� �W�,L�i i! u� 'IS' 3�utu.4..a! t.W °� ICI III I������ Minimum Standard * Roof's shall be safc and structurally sound. • Roof coverings s s all be intact and watertight. • Roofing metal and flashing shall be intact and rust hee. • Ciulters and downspouts shall he intact and rust fitce. • Roof coverings will'i hive or leas yeaas (if` tisefnl fifi' sl'lallf be .. wlnuddl Itcllilt) Hit aitioll * Pool's thm do not meet the nunimuna standard sliall be replaced, Practical, Cost e'f "fecf ivc repairs are acceptable as long as compliance WWI the nainEanlurii standiu °d will be acliieVcd. * 'l he replace le,111 of roofing includes the rel'.rlaeeuaent of till metal (root lacks Lind Illashcngy Ciufters aand dOWLINpnuts shall lac irls &lalleal pero f)i °capeily discharge rain water iur'l -oft; htcanf(nrarEuf • 25 -year, 3-tab, - sell sctalitIcu,, ccnupdrz,rtrcrtl sl'lnn2le. Buth•up niumbt ane (hot pop) wymem on tall ff ut rook 25H -100 ........ ... ........ ... ..... ...._ .. ..... rz latively good ccindiltaita All dead vef_t,tancin shall bQ removed. + fencing, walls and gales, hazard -free and infalet. Alt gates shaft be � in good working @rdfc'r. • Ifle site shall. he 'Free f -oru trash, debris and haaaardoLts materials, • Accessory buildings shall he safe arid. sound. Patviaa 1.11 �0 All new paving and walkways shall he eonsluicted with concrew (;2,000 PSI (,r,(! 28 days), • Driveways shall be reinforced with wire mesh. Sawn expansion.. eaantraact'iarajoiants shall be 'placed every S I'cet in birth dfirec'tidirus. • All 'paving and w'Vdkwaay5 shall be Itnrslned with 'ai hght broom texture, • All walkways sharp be at Icam 3 fi:et wide. Sawn expanision- _..._.. .......,. ... ,..,,..m ........... A,r?ratra0..ft0.1.. ftn rats Oln'lll. bc. f IUGfl (.w Gi .. �l fect.. . ... ... ...._ .,. .. ..... .. ---- m......_..,.. Landscaping To the extent possible and praoical afl new landscaping Shall b,e [irrigation droughL resistant, • When a fawwli is lbeing relafaced, the new lawn aa'w.a slant be reduced to "cliff Ell. the I- edUetann (If w4'MC l' e(lnSlirlipntln. * New IlTl.b'alti011 C011.tr0HerS shall be wwwiathoi oj, sunsot based and 17PA Waiter- Sealse quaib fiod. • r111 new C1 _!lml S dGs' i n a ¢n allu w water. b'eneesr Walls, & Gates w All new wood fences shall be made from good dfUality nlalterialk. 'r'hey shall he prrOfacrly s'nfrPcutudl with 4X4 piessuire trQat'ed (waists ('S feet 0,C.) and 2X4 mails (trap and bottom), 1 lac posts shatll'be embedded Ell a concrete footing at least 1 N" deep. * All newt/ block walls shall be censfrt,rctod with 6X8Xl6 conercte block, They shall he prailaexly sit'pfltrrtcd by a L0r1trnil0Uw hooting and rei:rd'orced wvith steel har', ISIM, u'G�'t oiti Vw.�ipi ummu� �W�,L�i i! u� 'IS' 3�utu.4..a! t.W °� ICI III I������ Minimum Standard * Roof's shall be safc and structurally sound. • Roof coverings s s all be intact and watertight. • Roofing metal and flashing shall be intact and rust hee. • Ciulters and downspouts shall he intact and rust fitce. • Roof coverings will'i hive or leas yeaas (if` tisefnl fifi' sl'lallf be .. wlnuddl Itcllilt) Hit aitioll * Pool's thm do not meet the nunimuna standard sliall be replaced, Practical, Cost e'f "fecf ivc repairs are acceptable as long as compliance WWI the nainEanlurii standiu °d will be acliieVcd. * 'l he replace le,111 of roofing includes the rel'.rlaeeuaent of till metal (root lacks Lind Illashcngy Ciufters aand dOWLINpnuts shall lac irls &lalleal pero f)i °capeily discharge rain water iur'l -oft; htcanf(nrarEuf • 25 -year, 3-tab, - sell sctalitIcu,, ccnupdrz,rtrcrtl sl'lnn2le. Buth•up niumbt ane (hot pop) wymem on tall ff ut rook 25H -100 . . . . . .... ... ......... ... . ...... . . ...... i."filev colored coverings ate pt�pled ----------- _ � ' "J�n", .. ........ ..... ... .... ... . .............. . .. .. . ...... ... . - ----- -- I_. - - - - ' ...... . .... . ... .. . ... ..... •fininium Standard • Safe, stracturitl1v sound and wateltight. .... w . ...... ... . ....... .... . ........ . ... .... . . .... ........... ... .... . .. ................. . . • Decks, balconics and railing that do not tnei"t the minintual standard shall be ieplaced- 'Practical, cost effective repairs are acceptable as long wiffi the minimurn standard will be aQhtc�vcd. . . . .... ........... . ............... . .. . . .......... ............ .... .. . . . . .. . . . . . . ...... ...... .. .................. . ... . ... - f +litisImi Minimum, Standard • Sale and stlItuLkii ally s .. .. ....... . . ... .............. . . ... ........ ... . ...... . ..... Rehabilitation • Ext, steps, stairways and raihncg� dial do not meci the nitilinlurn standard s e rd shall be replaced, Practical, cost effective t-ej) it ar a - acceptable as long its compliancf, with the minimuni standard wit] he itQhievQd, ... VO' .... ( p­vitnors, paint and-e-o-a-tingn ............... M inimum Standard • Salt. and SOIrcull"'Idly sound, _keli . ...... .......... do not meel. the IlInlillIL1111 standard shall bc __ - ............ replaced. I'vuctical, cost effective E'Qpairs are acceptablc Lis long as, compliance with the minimum standard will be achieved. if the pioject, involves, a girt rehab, raised tbundalion.", shall be Colivrete 2,000 PSI (nihilmum). NlinimuntStmidard • Safe, MmQtkirallv sound and ��.tteltight_ ... . . .... .. . .... . .. ... .... ... ...... .. . ................ . . ... . ......... ......... ....... 1_­II_'­'._" __ - A­­' " I .. ........ ... ...... .. . .... .. . . ... ..... .. . . . ... ................. .... . ..... ......... . . .... Rehabilitation r Hmerior walls that do riot nioet the 11HOIJI'VILLE11 standard shall be mpiaced. Pnaefical, cost effective oepairs are aQccptitble as long as COM13haricc %vith the minimum standard will be achieved, 11' the PtojeCL inwL(fl%'es a 4,t]l rd)air exterior' s 'Ala be 11 " all Xt fi()r �Vjljj' in.411kned- Minimum Standard • Saft�,, sound weather-light and in good working older, iiLliialil ­ _11111­. "I I ­'. L-.! ......... ... . . ....... . . ..... . ..... . ........... ... . ............ . .... R_' _ . ................. . ............. .. .. it Alitation • C,xlerior cloors that do not invel the minimUtIl standard shall be replaced, Practical, cost offer fivQ repairs are acceptable as long as with Iby mininium standard will be achieved. . ....... ..... ........ .. ....... ........ .. ... . . ....... ... . ....... . .... ­ 1. 1-1 - � . . . . ........... NeiN Doors FTA Ener Slar qualified, Zero (it' low VOC finish. ..... .. ....... . .. ... . .... ... ... ........ . New Hardware • Reputable niatruflieturct', lifelirne finish, 111MIMIC IIIIIIIIIIIIIIIIIIIII Val 25H-101 Mbiinium Standard • ;Sala„ SOLUld and it) good working, order. Doors shtdl he impcaaraeahle (printed and patrrtud). . • Five tt more years of 'ar atr atrty, .. .. . n ' boas acrd openers that drr 110t _._. da . Rehabilitation . CJara or d' naaet the ruarnnnum :,tauatlartl Shall be replaced. Practicat, cost effective repairs Lite acceptable as long as co,pinpiance with the minimum standard will hr; achieved.. i��. '� �'y 1, �� ugtym�ll lu� uuul uuimtmn�miiiii iilau�i mi�nitntam iiaaa74la1' {l * Windows shall be safe, sound, wwcmlict° tight and in good working order, * Windows that can he opened shall have na Vnc,lat- fitting insect scruen" * five or mOrc wears o 17rdoica1 11[11 Mt ■. Rebabilital,ioaa * Windows that do not meet the minimum standard shall he replaced. Practical, cost effective repair's ,are aa>ceptahle: aas tong; as Qompinance with the nnianirnnnn standard wilt he aac.hiew�wd. ....... -- ....._......m,,......... New Windows • Relvuitablr uwunuftcturer. A l orSar qualified, d wlinimum Standard r 1 lomes built before 1978 must comply with 74 (TR Part 35 Snhpart .l and IUD's Lead Safc Iloa-,,ing Rulke regarding the cvaluatnon and control of k ad based paint tiara rd.4,. * AH oxierior p ilia shall he intact and li ee orcorrosi rn. • 1 v o more yr irs of pr tctncal ntnhty. Relaaabilitailimi . All surfaces; to be painted .shalt tae prepared praop)erly. ...AII loose material and peeling paint AmlI tae removed. • All hOlcs urd cracks shall he filled and finished stn that they blend M10 thin sunronrrdirtg area. • All sawco star laces to be painted shall i eL"elw'i„ a complete acrd even Coverage of stucco paint, • All wrra:Mdt SLIrlaCION to he painted shall reeeivc a eounptetc and even coverage of Matt Qxlerior paint. • Poor workmaitshi,la will not lie [rules wd ru� Rain[,..... ...... *.... .m ....... ........�...... ,.. "... New Reputable naanawfelctttrer. • IIighesd quality available, • Zeno or low VO C paint, caniktnu and fiillcrs. Minimum Standard • Safe and struaaturaI. y sound. * All pl aster dnvwatl and a,tnebn ~halU and rnt wet. Rebabwlutation . Walls mist wwa tl Covering,; that dlra MA tuneot tIC M1nnnrrt111 standard shall he ieplaaced, h'aC:OICA cast CtkC ive repairs are acceptable as long, as compliance with the rninin7urra 'Stall dard will be WfiiCVicet. • If the yrr0jeC1 ittVwwlwcs as .hut tehiab, the attic, walls and floor on 25H -102 . . . ..... . . ............. . . ........ ... ...... ....... . ... .. 11,11-- -- .... . . . . . . .... . . ... .. . . . ... ..................... . ........ . . . . . .. ... ..... . ......... raised lOLL11datiOn, Ohalt be insukacd� .... . ... .. . .. ....... ...... . ......... . . ......................... ......... . . .... . . ... ..... .... ............... _,....J E E=1211010EIRINIIIIIIIII Minimum Standard N Safe, SOUnd and Sanit9fy. tJvcur rwv : .. . ... . . .... ............ ... . ................. . . . . ........ .... Moor cavurings that do not inod The inniunum standard All he ruplacel Nacdcal, cost efl'oulivc repairs are acceptable as tong as S(Imeiance:wali the mininium standard will be achicved. . .. ... ... . ... ...... .... ....... . ...... .... ... ...... ..... . . . ... . .......... Replacenient Floor. * Carpet & Pact (ReputaK- nianufacturer, recycled materials'), Coverings 0 iced k�.nt Flooring (RCPLItahle nlanUfaChACC, 10 yeal WOM, warraruy), . ...... . . ...... ............... . . . . . . . .......... .... V7 I S u I rn 7um Standard Sak, SOUnd and in good working order. ve or I 'It 7Hat 4Iown thm CH INA HOW 11110 nliflitnUfn standard sbad be rcoauud. Practical, cost eftective repairs are accepuble as long as . .. ........... ... . . ........... ........... ......... . . ........... OIC raillitTILHII standard will lie acllio cct. ... .............. . ..... --- --- . ....... .......... ............ R'eplaeenient Doors & Doors. (Reputable InAIIIIJaCtUrCI, inamunk, raised panct), rd w are N Hardware jilb Lull � flIjish), . ... . ....... . .. ... . . .. .... . ......... WnMiuni Standard IkAncs built Wbru 1978 must comply with 24 CFR Part 35 Subpart J and HOD's Lead S,di: HOLL.Sing Rule regarding the OValLlafion and control ot'lead-based paint hazards, All huakv paint W11 be intact anti univvion-farce. Five w utility . .. .... - . ....... . d suri'aces H, he pabud AW pi-cpmed piopQrly, All toose imawlal and pecting paint W he rannved, • Ul holus and crach W be Nal and Anished so Mal 1huy hterud into the surrounding arca. • AH NLlrf',IQCS to be pauHud shalt receive a complew and even towemgs of Mat paml (semi -g14 s in kitchens, batbrourns and laurldry J�UOIIUOI Poor Iderated. 7 ... ........ .. ... .. ........... ... .. . ........... . highest quality availaMe. IaaltljL caulking and fillers. . . . . . . . ............ . ......... .. DdhAtnurn Standard 6 • Counicrtops, W be We, sound, sarwhary and waturtight, • live or rnore vcius ofnractica9 wilitv, 25H-103 ....... . ... . . . ........ ... . .... . ......... . ...... . -- .............. .... .... . -- --- . . .................... . .. .. -- -- ' Rehahilitation Cahitms and CoUnlertops than do not 01ILM the alitfirratm standard Aull be ruplaced, Practica[, cosi elleolive repairs, are aQcoptuh1c as lon" as QoIllphnce with the MioiMILLM SIL191(hird Will hQ �ICNCVCCL . .. .... .... ... .. . .. . ..... . .......... .. ...... .. . . . . ... .............. . ............... .. .. . . .... . .......... . ... . ........... ........ .... ..... -- . . . ................ . ....... . . . Replacement Cabinets • Roputable tnariuRtcmer. • Solid hardwood faco-fi-an'le"', and clraweO, fronts, • Melal and nylon drawer guides, • Low or 7uo VOCadlicsives and finishes'. . . . . ........ .................... ..m ... - 1-1111-1 .. .. .. ..... ..... ..... .. ........... .. .................... ........... .... .... . .. Replacement « Reputable manufacturcr, Countertops 4" ccramic,tih�, 6" bayksj�)!�!sh, bull -nose udgiu- . .. ........ . . . ........ . ... . .. .... ..... . . ........ . ..... - .. .............. . . ... . ... --- . .. . .......... IM ....... m A 2 ;ZZESU MUG Millilfffilftl Standard • SaN, sound, sanitary and in good working order. • FauccLs shall (at a mirtimum) be equipped with a low-flow aerator • Five a. rs of�, I ct c i Y.. I uti l ....... .. ... r . ..... ... . ldellaahllitation ..Inure ... ...o.....r .. .. ..e..... . . e .. Kitchen . .x m " pliaces it ...........o. In Vet the: IM11inI4EM standard skall bo, replaced. Practical, cost etlective rQpail"q are acceptable as long a comphance with the mininium mmida . , j�d w i I I he ac h i evQ(t, . . ........ . .... . .............. . .. . . Replacenwnt Sinks r ......... .... ..... . .. ... . ... .... . .. . .......... . ...... . ..... .. . ........... . .... RePLOULbiC manufacmirur, ... . . 1!i (tiiiium) ~runless "LeO -. - I n......... fi . Replacement FaI]COS • EPA W° ItCr-SCIISC (JILUdifi0d. RCPLAahle, • Bras�, C01IIStrUcLion, metal hoi Replacculclit DisposaN « . . . .. ......... ... ... . ...... ... ...... Reputubtc fTRIoU1','LCtM'eJ-. • 1/2 1 -1P moror (n)hii Iml I'll). • stamIcss steel Swivel kao", snivel .. . .... ... ............. -- ------ . .......... .. Replacement r EPA Energy Star +tal i fied, Dishivasheni . ... ............... . . . .................................... ......... .. ... ........ ... . ..... Replacement Range ........... ... .. . . ............. . . ............... ... . .... . . . .... ------ - .. .... .. .. . . ....... FPA JImA-gy Star quah2ccl. ItcPLatlhle in<antafacruqui . . .. . Replacement Ranf es ... .... « . .......... RIOPLL[able tli.anLUf'llctuaae °. • Pilot-free t'Lolitiull. FOLV hurrm-s, 1�yjth timer. Replacement Cook Tops . . . .... .. ................. . ..... . ... . . ......... . ... - . . . ...... . .. ..... ROPULable rnamd"41M]rer, • Pilot•free igilittoll, • FoUr SCaI[Cd burner�, . ...... . . . .. ....... .. .... . ...... . ...... . . .. .............. Wall Ovens .. ... • ........ . ............. .. . .... . ... .. .............................. .. ... . . ........... ......... Reputable 'manull0cturer. Pilot-frcc ignikoll. ------------------- -- - -- --- ---- -- --- Sel[-CjQar inN� oven w. ... i..t..h .... ... (. . . m.... .c.. f -Minimuni Standard 0 Safe, sound, sanitary and in good working, order. 25H-104 .......... . ......... ................... ... ... . . .. ........ ......... .. .. .. . ... ... ............ . ... .... . ..... . .... .. - -- - — ------------ .. . .............. . .. ..... . ..... ­ kIlLWS Shall (,M £i riMiRILIFTI) 13C CflUiPped With 0 IOW -110,,v acralor. ShowerhQads shall fat a 1111lifInfln) be U(jLLiPPCd with kiw-flow aQrator, • Porcelain sinks shall. be lice. From any Gracks or chips. Steal sinks slud I lie free from any rust of Corrosion. . . . ....... . . .. ....... .............. ......... .... .. . .. Five ot. nwrcyears of pi utility� F Rellabilitaliolk ....... ....... * - -, " , , - I � I . .. ..... ..... ... . . ..... ... .. ....... .............. ... ..... . .... ... Bathroom fimures and C(fLUPIIICIIt that do not 11aCet the ininturtuill manclard shuH be repkic(M, PraGtie"ll, com effective repairs, are ac,ccptabLe as long ns compliance with the minimum slandard will be achieved. • Toduts that 9CEILLire mcae flian 1,6 (..rPF shall be repl'accd tegardless of theil Condition, ......... . ... . ...... . . ... .. .. ...... .... ........... . .. ...... ........... ... ... ....... Replacement Shaks .. .. . . .... ...... 0 .. . ... .... . . .... ................... ........ .. ......... . . ... .... . ..... Reputahle manufacturer. 0 Cast iron, white enamel finish, .... ... ..... . . Replaccialent Faucets • . .. ... .......... .. . ... . ...... ... . ....... .. . . ... . ...... . . ... .... ......... .. ...... EPA Water-Sense qualified, Reputable nianuftICILILUF, Bruss, construction ho .... .. .. . . . . .. .. ...... . . ................... Replaceinent Toilets . ................. • . . . . . .. . . .. . . . ............. ......................... . ..... . ..... . ....... . . . .. ............. Reputable mannRiaurer. 0 EPA Watu-Sullse qualified Replacement Tijbs . ...... .. . . .............. ..... . Rcpivlalble nIanLIJaCILNICI. Cast iron body, white ClIal iel. finish., slip rcsistaM bottorti, -EPA WaL.S.i semsecluahfied 111 n1b9i1f!mmf.i tiflnl LS Replaccinient • ... . .. . ... . . ........... ... . .......... . Reputablo, IM111 Lt Fact Urer. Combinifion • Ca,,,t iron body, white elunitcl finish, slip vesistani bottojj), 'I'll 11-S 11 OW CI'S 0 4" cci amic 61C SUM 01111fl, 0 Anodized '1111111inUfli doorm with tempered glass', a EPA Watof-SeliSe S�IaLlifiud Rjfflvilbinj� fixwrcs__ ... ... ... . . . .. ... . . . .. .. ................................... Replacement Showers • .. ........ ........... RCPILAable manufaourer, 4" ccrunite u1c, Anodized alkInlinUm door wilh tempered .. . ......... •A W-I.I.ber . ..S. L� nI,.,e fi,(rld, p�t�npbing fixtu Les. Replacimmat • RCPUutNu MWIL11aOurer, Nledicine Cabinets 0 Steel body, beveled ruirror door. owel Bars & Toilet • .. .. . ........ ............. . ....... ..... ..... ... ..... ... . . . .......... . . ........... RepuUtb1c Paper Holders .. ... ...... ........................ .... . ..... ........ .... ....... ................. ... ..... • . ........ Metal consfrUetion, p(dished chronic finish, . .. .... . ...... .. ... ...... - ---- -------- - - -- Minimum Standard 0 Safe, sound and leak-liee, ......... .... . ...... . . ..... ..... . . . ........ . ...... . . .......... . ...... ........... .... . .... . .... .. ...... . . .. ........... . ... ............. ............ . . ... ....... . .. .. . Rehabilitation Piping (,,,upply, wasle and vent) that does, not riiQel the milJinIL9111 standard shall be replaced, Practical, cost effectivc repair. s sirs I Q acceptahlQ sis [ong as comptiance with the minimum standard will be achieved. . . . . .. ................ Rephkomaclit Copper' tylic ­U', 25H-105 Pater -11,P .. .. . ......... .. .. ........ . SchC(ILLle 40 ARS, Waste & Vent PiDilm Mininitum Standard • Sal'e, sound and in good working order, • Five or more y��ars ol'practical utility. . ..... .. ... .... . ... ... ............ - = . ..... . ..... .. ....... ... .. .......... ....... . . .. . . . ... .... ............................. .... l2clrabditat'ioll • Water heatm,,, that do not meet the niiiiinium Mandard shall he replaocd. Practicat, cost efleoivQ repairs are acceptabW, as long as compluince with the minimum Maridard will be achivved, . ... ................... . . . .......... ... ..... . . .... .... . . ......... .. Replacenlent a ReputahlQ rtasatrttfacttrr r. Water I-leaters (Tank) • EPA Energy Star qualified. • �!IITUTIJ,Itl tfliaucl lank. ....... . .. ......... . . .. Replacement Rqmablc� Water I leater EPA Energy Star qualified, Fank-L �,ss - I ,) . .. .... ... ........ ... ................ . .... .. .. .. .. ..................... . ...... . .. --- ------- - -- ......... . . . . . ............... . . ..... Minfinnin Standard Safe, wound and in good working order, • 00-artljlere 11-tinimuni servicc, ......... . . . ... . . . . .. ........... .................. Rehabilitation • E'lecitical wrvice panels, breakurs and Wiling that (10 nol meet tie minimum stmidard shall be replaced- Praoical, cost uffective repairs are acceptable as long as cornpliancu with the nuuttttahtrahn standard will be achieved. Knob and [Ulbe wiring shall, be relplaccd togaidless of its condition. Ov(�rhcnd wiring fi,om it dwelling to a ddaolicd 'gar'age or acQcssory building shall be installed undCrOTOLAIM rugaidtess, of'ks condition, . . ... .. .. ... . .. ........... ... I.- — - - -11,111-- -.", .. -.�z . ....... . ... . ...... .... .. .. .. .. . .......... .. .. ... .... Rtlilacententl • ReptitabIc 1111111111"ICRUer, SeaFrr� . ..... ............ - ------ . ...... . . . . ........ . . Replacememl Romex (NM ci&c), WiriElL, NIfidnium Standard • Sale, sound and in good workirl(r order. • Light fixtures shall (at it minirmim) be equilipcd with CH, bulbs. • FIxterior lightiRg fiXtUrCS USCd Im sectirily shall be CqUipped With as molion sensol'. .... ... . . .. .. ............... . ........ . .... . ........... ............ . ... .. ....... ......... ............. . - ....... . . .. .. ... .... . ............. ...... ... . ..... ... . .. ---- . .. ...... ............. Rehabilibition • FICCUIC01 SWItClICS, OWICB and lighl'itig, fixitircs that do RIcIt meO, 11W mminILI911 StatldUd Shall be IUplitCed. PraCtiCal, Cost Cffcc[iVe repairs arc ac"plable as long its compl4ince Willi [Ile millimum slandard will be achieved, • All new light, fiXILIFe.9 Shall be U.L. appimud and t4,ncrj_,,y Star clualif"Ied- • OL111CIS locMed within Cr feel of' it NOUrce of wawr shall lie tmound 25H-106 oil Minianum Standard • mmmmm S,al'e, sound and in good working ale'de^r- • Five ornlOrey.r nt p[actacal Utility. .. Rehabilitation M _ _ �..y.tulal.ua,ucl... HVAC: that dares not meet the r➢1miniuum 4(andard shall be Pruticat, cost effective ➢cpahs are acceptable as tong as compliance with the rr1'inunum standard will he achieved. • T ttnG -Lap all HVAC" Cq UUptllerIl (',IS 8 tna:f➢Imautl ), • Seal all ducts (as 11111MML➢n1).. ........ ................. ...............- ........... fLl ..n,L4V.- �li��At,....(',{"�1,a p1vact1t shall be sized 179iD1PE:1.'l.y �, . .,..... ......_.... -_.. -, Furnaces • Reputable Ilia nlrtae turer, Central A h, • Reputable 11 Ba 1 ➢LI IaGtLk l't ➢'. Conditioners • r v EPA hner� �taa➢ ...... ....... .......... qualified. .... ..............---- - _...---- .. ---------- . -, ......... .............. Thennostals • Rupaltable lliamiloeturer. + 1?:1?'A CrLergy Star ciclalitoed. ... • V r7 Y a likable Mlali -lilnm Standard • Additions and a.lteratioils '[hat were", constructed wi hout a. hLiRding permit and aue clearly sulrstanda➢rd sli'all he removed. • Garages converted to living quarters shall he returned to their original use, • Additions and alterations that were coilml- Lae'leat Wifilout a buildillg pavrarlit, hL ➢t appear to be eomphanl, shall be 'ill:apcctcd by the C'ily's BUild'lrlg Offie.ilt to cletusrilline if a building permit can be ls:;lled and tl v can be saved -. 25H -107 25H -108 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AGREEMENT WITH WESTERN AUDIO VISUAL TO PROVIDE AUDIOVISUAL EQUIPMENT, INSTALLATION, AND SERVICES (STRATEGIC PLAN NO. 7, SA) 1 CITY MANAG� 1;3 tole] t61jj4►Iol4*YL o ►1 CLERK OF COUNCIL USE ONLY: :••:• W ❑ As Recommended ❑ As Amended ❑ Ordinance on 18` Reading ❑ Ordinance on 2 "a 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 Western Audio Visual to provide audiovisual equipment, installation, and on -call services for a one -year term beginning June 21, 2016, through June 21, 2017, in the amount of $80,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency is seeking to modernize two conference rooms in the Ross Annex Building with high resolution displays for meetings, presentations and technology for computer - based teleconferencing, including cameras, microphones and speakers. A vendor with professional experience in the audiovisual field is needed to assist in the design and installation of these systems. On Wednesday March 23, 2016, the Public Works Agency released a Request for Proposals (RFP) for Audio - Visual Equipment, Installation and Services on the City's website and PlanetBids (Exhibit 1). A pre - proposal meeting was held on Wednesday, March 30, 2016, to allow potential proposers to inspect the conference rooms and clarify any questions. Six proposals were received on Thursday, April 21, 2016. The proposals were evaluated and ranked by a review committee comprised of personnel from various City agencies, including Public Works, Information Technology, and Library Services. Ranking criteria included firm and personnel experience, understanding of need, relevant project experience, references and schedule. The top three firms were subsequently interviewed, with Western Audio Visual receiving the highest score: 251 -1 Agreement with Western Audio Visual June 21, 2016 Page 2 NAME OF FIRM RATING FEE Western Audio Visual 96 $77,064.51 Spinitar 94 $135,385.19 Digital Networks Group 88.5 $87,855.32 Based on the results of the RFP process, staff is recommending entering into an agreement with Western Audio Visual for audiovisual equipment, installation, and on -call services for an initial amount of $80,000 (Exhibit 2). 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 A (promote the use of new technology to improve the delivery of services and information to staff and the community. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding in the amount of $80,000 is budgeted and available in the FY 2015/16 Public Works Administrative Services Fund (Account No. 10117601 - 62300) and will be encumbered for expenditure in Fiscal Year 2016/17. )Mdu_s­av­i)uJr Fre ^ Executive Director Public Works Agency FM /MM/TB APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. RFP — Audio - Visual Equipment, Installation and Services 2. Agreement 251 -2 REQUEST FOR PROPOSALS (RIP) FOR AUDIO - VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 1.6 -044 CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Trevor Burgan GIS Administrator (714) 647 -5657 Office tburgan a santa-ana_orr for Release: KEY RFP DATES (Subiect to chance at discretion of Citv): Issue Date: Deadline for Requests for Information: Pre - Proposal Meeting: Proposal Due Date: Presentation/Interviews: Projected Award Date: Fred Mousavipour Executive Director Public Works Agency Wednesday, March 23, 2016 Monday, April 11, 2016; 9:00am. Wednesday, March 30, 2016; 10:00am. Ross Annex Rm# 4104 Thursday, April 21, 2016; 4:00pm. Thursday, May 5, 2016 Tuesday, June 21, 2016 City of Exhibit 1 16 -044 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for the AUDIO - VISUAL EQUIPMENT, INSTALLATION AND SERVICES. Responses to this Request for Proposals (RFP) will be accepted until Thursday, April 21, 2016 at 4:00 p.m. Proposals received after this date /time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Proposals shall be enclosed in a scaled envelope and marked clearly with following information, formatted as follows: "SEALED PROPOSAL FOR RFP NO. 16 -044 AUDIO- VISUAL EQUIPMENT, INSTALLATION AND SERVICES IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Trevor Burgan Public Works Agency; 20 Civic Center Plaza; 4th Floor Reception, Ross Annex Building Santa Ana, CA 92701 Proposals shall be mailed, hand delivered, or sent by courier service. Proposals shall NOT be sent via telegraphic, electronic or facsimile. All notifications, updates and addenda will be posted on the City's RFP Bid page at www.santa- ana.org bids - rOs. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. City of Santaa Apna RFP 16 -044 2aI -4 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO - VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16 -044 TABLE OF CONTENTS I. GENERAL II. PROPOSAL TERMS AND CONDITIONS III. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. PAYMENT INFORMATION PACKET H. PRE - PROPOSAL MEETING I. CITY RIGHT TO REJECT J. PROTESTS IV. SUBMITTAL REQUIREMENTS A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES & SCHEDULE 3. PEE PROPOSAL 4. CERTIFICATIONS V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING B. SELECTION VI. AWARD OF AGREEMENT A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VII. IMPLEMENTATION A. KICK -OFF MEETING B. NOTICE TO PROCEED VIII. PUBLIC RECORDS IX. APPENDIX ATTACHMENT I: SCOPE OF WORK ATTACHMENT 2: STANDARD AGREEMENT ATTACHMENT 3: CERTIFICATIONS City of Santa Ana RFP 16 -044 L e7 5 (9) CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO- VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16 -044 1. GENERAL Nature of Work: The City of Santa Ana is seeking a consultant to design, provide and install conference room audio / visual equipment. A detailed Scope of Work is included in the Appendix of this RFP as Attachment 1. Number of Proposals and Signature: The submittal shall include four (4) hard copies and one (1) digital file on a labeled USB Flash Drive (or equivalent). One (1) of the four (4) hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company. One (1) copy of your Fee Proposal shall be submitted. Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: • Firm /Team Experience 25% • Understanding of Need 25% • Relevant Project Experience 20% • Availability and Project Schedule 10% • References 20% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. Term of Contract Agreement: The City desires to enter into a contract with the selected firm for an initial one (1) year term with a City option for two (2), two (2) year extensions. This term is outlined in the Standard Consultant Agreement, as contained in the Appendix of this RFP as Attachment 2. II. PROPOSAL TERMS AND CONDITIONS By submitting a Proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below: A. EXAMINATION: Proposer represent that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in the relation to this RFP are fully incorporated. City of Santa Ana RFP 16 -044 2ti-t IIl. B. EXECUTION OF AGREEMENT: The City and the selected Proposer will enter into an Agreement similar to that as shown in Attachment 2, in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. C. PROPOSAL VALIDITY: Services, pricing and warranties indicated in a respondent's Proposal must be valid for a period of 120 days after the submission of the Proposal. D. PRE - CONTRACTUAL EXPENSES: Santa Ana shall not, in any event, be liable for any pre - contractual expenses incurred by Proposers in the preparation of its proposal. E. JOINT OFFERS /SUBCONSULTANTS: Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime - subconsultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of subconsultants be offered, the Proposer shall provide the same assurances of competence for the subconsultant plus the demonstrated ability to manage and supervise the subcontracted work. Subconsultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all subconsultants in the same manner as the Proposer. A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibility for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing via e -mail to the Project Manager (contact information as noted on the cover page to this RFP) by or before the "Deadline for Requests for Information" date noted on the cover page of this RFP. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP, as indicated in Section III.D. City of Santa �Ana RFP 16 -044 2190 D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's website, www santa-ana.or bids -rfps E. LICENSES & PERMITS The selected Proposer may be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City Project Manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses /permits required by the Scope of Work. F. INSURANCE The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of notice of award. G. PAYMENT INFORMATION PACKET The selected Proposer shall return a completed payment information packet within ten (10) business days after the successful Proposer has received notice that the agreement has been awarded. The packet is available on the City's website: www.santa-ana.org/bids-rfps FI. PRE- PROPOSAL MEETING A pre - proposal meeting will occur on the date, time and location identified below. The meeting will include discussion of the project scope, a walk- through of the conference room as noted in the scope of work and a question- and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section I11.1): Addenda ". Meeting Date: Wednesday, March 30, 2016 Meeting Time: 10:00am Meeting Location: City of Santa Ana City Hall, Ross Annex Building, 4'h Floor, Room# 4104 20 Civic Center Plaza Santa Ana, CA 92701 I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the City of Santaa�Ana RFP 16 -044 2.71 -8 responsibility of the successful Proposer and the City shall assume no liability of such subcontractors. J. PROTESTS Proposers with concerns or rebuttal of any staff determination of non - responsiveness or non- responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. IV. SUBMITTAL REQUIREMENTS A. GENERAL Number of Copies and signature: Refer to Section I: General. 2. Deadline: Proposals are due to the City of Santa Ana, at the date, time, and location set forth above in the Notice Inviting Proposals. B. PROPOSAL CONTENTS A responsive proposal shall contain the following documentation: 1. STATEMENT OF QUALIFICATIONS The Statement of Qualifications shall be limited to a MAXIMUM of (10) DOUBLE -SIDED PAGES (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 1 l -point Arial. Proposal exhibits shall be maximum 11" x 17 ". The Statement of Qualifications includes the following: a. Cover Letter: Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. b. Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the standard agreement attached as Attachment 2, in the Appendix of this RFP. c. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub- contractors that outline their technical and design experience. At a minimum, this should include the project manager /principal agent, associates in charge when project manager /principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager /principal agent shall be the primary contact person to represent your firm. City of Santa Ana RFP 16 -044 25F9 d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the scope of work. This outline should include anticipated approach, tasks necessary for successful completion, and suggestions or special concerns that the City should be made aware of. e. Relevant Project Experience: Proposal shall include a list of relevant projects which your firm or personnel have completed within the last five (5) years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. f. Availability: Proposal shall include a written statement which provides information on the proposer's current workload and how this project would be accommodated (availability of skilled labor force). This information should be included for all identified members of the project team. (Example statement: The project manager will complete 80% of the proposed project and will allocate 60% of his total time to the proposed project.) g. References: Proposal shall include references for three public entities for which Proposer has performed similar work within the past five (5) years h. Fee: Fees may or may not be included as part of evaluation criteria. Refer to "I. GENERAL ", and IV. SUBMITTAL REQUIREMENTS, B.3 FEE PROPOSAL, below. (this item notpart ofpage limit) 2. SCOPE OF SERVICES & PROJECT SCHEDULE Proposal shall include a Scope of Services and Project Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule /timeline to complete the project, based upon the requested Scope of Work, detailed in Attachment 1, which is included in the Appendix of this RFP. The Scope of Services and Project Schedule shall be limited to a MAXIMUM of (5) DOUBLE -SIDED PAGES. Font size shall be minimum 11 -point Arial. Proposal exhibits shall be maximum 11" x 17 ". 3. FEE PROPOSAL: Proposer's fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, and /or a Project Fee Schedule where applicable and as outlined in the Scope of Work. Where fees are NOT included as part of evaluation criteria, the fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. Where fees ARE included as part of the evaluation criteria, the fee proposal will be opened and reviewed concurrently with the proposal, and weighted per the percentage identified in "I. GENERAL ". City of Santa Ana RFP 16 -044 25ig18O 4. CERTIFICATIONS: The following forms, included in Attachment 3 in the Appendix of this RFP shall be signed and included as part of the proposal submittal package: • Attachment 3 -1: Non - Collusion Affidavit • Attachment 3 -2: Non - Lobbying Certification • Attachment 3 -3: Non - Discrimination Certification V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING Refer to Section I, General. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the agreement to the proposer who will provide the best quality and value to the City. City reserves the right to begin negotiations and enter into an agreement without interview or further discussions. VL AWARD OF AGREEMENT A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee, the Executive Director will recommend award of an agreement to the proposer providing the best quality and value to the City. B. EXECUTION OF AGREEMENT A standard agreement is included as Attachment 2, in the Appendix of this RFP. "Proposer" will hereinafter be referred to as "Consultant' in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. VII. IMPLEMENTATION A. KICK -OFF MEETING A kick -off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick -off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved. City of Santa Ana RFP 16 -044 29%UfFa11 VIII. PUBLIC RECORDS All responses to the RFP shall become property of the City, and proposals will become public record after award of agreement. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP 16 -044 261142 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO - VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16 -044 Introduction and Background: The City of Santa Ana is seeking responses to this RFP from qualified vendors to provide and install a complete and working audiovisual presentation and web - enabled conferencing system in two locations at City Hall as described in the description of work. The project includes the purchase of new audiovisual and control equipment, installation, programming, documentation, training and extended warranty. The City also desires to enter into a contract with the selected vendor for an initial one (1) year term with a City option for two (2), two (2) year extensions. This contract will allow the city to purchase equipment and installation services for additional conference rooms as needed during the term of the agreement. The estimated budget for this project is $80,000 for both rooms combined. Each conference room shall be quoted separately in the sealed Fee Proposal envelope and each room will be considered a separate project with a separate schedule. Description of Work: The City is requesting a proposal to provide and install an audiovisual presentation system for the Ross Annex 4`f' Floor Large Conference room (RA Rm# 4104) and for the Ross Annex 3`d Floor Large Conference Room (RA Rm# 3004) with the following features and capabilities: Dis la One Sharp 80 " -90" high definition monitor capable of displaying computer and video sources along with providing compatibility with PC -based video conferencing and the audio system. This monitor shall feature full HD 1920 x 1080p resolution with a low profile bezel and anti -image retention technology and be mounted to the wall utilizing a heavy -duty tilting flat panel mount. The vendor will either install a new electrical outlet or relocate an existing electrical outlet behind the monitor so it is not visible. Sources One dedicated City - furnished computer will be located in the Vendor supplied equipment cabinet. The City will be responsible for the proper OS and software packages needed to perform the functions of the computer. A wireless keyboard /mouse will be provided by the Vendor, for use with the dedicated City computer. The City is responsible for providing the data connection for the computer, but the Vendor may be required to relocate the data connection as needed by the design of the conference room. The Vendor may suggest an appropriately sized computer to fit within the Vendor supplied equipment cabinet, if the City - furnished computer is not City of Santa Ana RFF 251113 One wireless laptop connection solution for displaying video and audio wirelessly from a City provided laptop Two wired guest laptop connections, from a patch panel located near the equipment cabinet. The patch panel will offer VGA, sound and HDMI connectivity. The Vendor will provide two (2) 25 ft. VGA with audio cables for use with the guest laptops. The Vendor will provide two (2) 25 ft. HDMI cables that are thin and flexible. The City shall furnish one HD Cable TV tuner to be located in the Vendor supplied equipment cabinet. One DVD /Blu -Ray video connection. The vendor shall provide a DVD /Blu -Ray player, suitable for rack mounted installation in the Vendor supplied equipment cabinet. All sources shall be routed through a video scaling switeher located in the vendor provided equipment rack. This will allow the appropriate source to be displayed on the monitor. Video (PC -based Video Conferencina) The Vendor will specify, provide and install an HD video camera system suitable for use with web -based video conferencing software such as Skype for Business or GoToMeeting, etc. The camera system should have the ability to pan, zoom and tilt to offer views of different areas of the room and the system should integrate easily with all video conferencing software. The Vendor will also provide a quote for providing and installing a 360 - degree conference camera (similar to Polycom CX5100) as an additional option. Audio All computer and video sources shall include audio playback through ceiling mounted loudspeakers. The PC- based video conferencing calls will be heard through these same speakers. All audio signals are routed through a digital audio processor that provides the feedback suppression, echo and room noise cancellation and matrix routing to enable the appropriate signal distribution and audio control needed for each room. The PC -based video conferencing calls will be clear and articulate with natural two -way (full duplex) participation. Dialing and other PC -based video conferencing operations are done from the AV control touch screen. The audio processor has unused outputs for future system expansion. In order to allow the highest quality PC -based video conferencing calls while providing fast and simple operation without exposed cabling, the selected vendor shall design and install custom ceiling microphones that provide excellent coverage and intelligibility with a sleek, modern style. Control The City wishes to have a single unified AV control system utilizing a wireless, preferably color, approximately 6.4" touch screen that includes a docking /charging station. This type of system shall provide the reliability of a "wired" panel, as the touch screen is charged and active whenever it is in the docking station along with the flexibility of a wireless panel. The touch screen is programmed to provide a logical, easy to use AV interface for the non - technical user. The control functions shall include: City of Santa Ana RFP 16 -044 269U System on/off with user - selectable auto shut -down time Presentation Presets — simple one - button selection of up to three of the most common options Display — power, picture mute, auto PC adjust, input selection Visual source — computer source, cable HD tuner, etc. Cable HD TV Tuner —Tuner control including 6 favorite channel direct tune buttons Program Volume — up / down / mute Microphone Volume — up / down / mute Should the City require a more cost - effective control option, the Vendor will suggest a reasonably priced alternative to using a touch screen control panel. Equipment Rack All of the audiovisual equipment shall be stored in an appropriately sized custom audiovisual credenza with a laminate finish, locking front access doors, locking removable back panel and 16RU rack rails for the equipment bay(s). The color of the credenza will be determined with the City at a later date. The vendor will either install a new electrical outlet for the Equipment Rack or relocate an existing electrical outlet behind the Equipment Rack so it is not visible Installation Where possible, all cabling (audio, video, power, data, etc.) for the project will be routed behind walls, ceilings and floors and will be not be visible. Dry wall repair and re- painting services will be provided by the Vendor using a paint choice provided by the City. The Vendor is responsible for providing all required Electrical work. Vendor Responsibilities: Each conference room shall be quoted separately in the sealed Fee Proposal envelope and each room will be considered a separate project with a separate schedule. In the proposal, the Vendor shall specify all appropriate equipment to complete the project outcome or suggest alternate system and /or equipment that will effectively interface and integrate system requirements. In the proposal, the Vendor shall provide information related to service hours and response time for service calls. Include information for providing after -hours on -call support for meetings after regular business hours. The Vendor will create all systems documentation and system drawings describing all features and operations in detail. The Vendor will provide two (2) full color copies of the documentation bound in a protective cover and will also provide the documentation in Microsoft Word 2013 format on USB Flash Drive. Provide all labor, materials, transportation and equipment to complete the furnishing, installation, assembly, set up and testing of the systems, along with equipment provided by the City as noted in the description of work. Perform all work pursuant to a plan developed by the City. City of Santa Ana RFP 16 -044 2t5,11 ='15 Purchase, deliver, assemble, test, and modify audiovisual equipment as specified in the Vendor's proposal quote and work with the city to modify the proposal quote as needed to fit within the City's anticipated budget for each room. Furnish and install all necessary conduit, cabling, boxes, conversion, routing and switching equipment, and programming labor required for complete and fully operational systems. Provide all Electrical system work and provide documentation with all current licenses for performing Electrical system work. Mark all cables, regardless of length, with permanent, non - handwritten number of letter cable markers within six inches of both ends. There shall be no unmarked cables at any places in the system. Marking codes used on cables shall correspond to the codes shown on the Vendor supplied system documentation and drawings. Warranty the entire system installation for a minimum of one year from the date of system acceptance by the City. Individual component warranties shall be honored for the term established by the manufacturer, if greater than one year. All displays and speakers are to be suspended from the building structure or attached to rated framing. It is the responsibility of the Contractor to provide a safe support system for the loudspeakers and projectors using rated hardware from the manufacturer. Provide a designated project supervisor that will be present and in responsible charge on the project site during all phases of the installation and testing of the project. Test all audiovisual systems and demonstrate to the City that they are functioning effectively. The governing overall requirement is a complete and functional system. Provide a project maintenance binder with all manufacturer specific operating and maintenance instructions manuals for each piece of equipment installed. Provide two operator and maintenance training sessions on each completed system at reasonable convenience of the City during normal City business hours. Under the warranty, return within the first 60 days after the systems have been turned over to the City for additional system configuration and fine - tuning. Provide all source code for the control system to the City upon completion of project installation. City Responsibilities: The City will assign a project manager for the work of this project after the bid is awarded. The City will make the project work space available during regular business hours and will coordinate with the selected Vendor to schedule the work space for the installation work. City of Santa Ana RRFP 16 -044 2��9 I V Appendix ATTACHMENT 2 STANDARD AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 201 by and between ' a [insert type of business: sole ownership entity, LLP, etc.], (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $ during the term of this Agreement. b. Payment by City shall be made within # of days (XX) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on , 201X, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. City of Santa Ana RFP 16 -044 25147 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured City of Santa Ana RFP 16 -044 26ig e 11$ against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or City of Santa Ana RFP 16 -044 25149 property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willfid misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference. City of Santa Ana RFP 16 -044 26tg22 b 12. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: , Exec. Director , City Attorney XXXXX Agency City Attorney's Office City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M -) 20 Civic Center Plaza (1\4-29) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax 714- 647 -XXXX Fax 714- 647 -6515 To Consultant: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or City of Santa Ana RFP 16 -044 251121 otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other City of Santa Ana 4R�FP 16 -044 29111 L governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Additional provisions, if any are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Name of Attorney Assistant City Attorney RECOMMENDED FOR APPROVAL: Name Executive Director — (Agency) CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: (name) (title) Tax ID# City of Santa Ana RFP 16 -044 2' 123 EXHIBIT A SCOPE OF SERVICES (from Attachment 1 of RFP, and /or Consultant Proposal) [Remove this note when assembling Agreement] EXHIBIT B FEE PROPOSAL, including hourly rates (from separately sealed envelope included with Consultant Proposal) [Remove this note when assembling Agreement] EXHIBIT C CERTIFICATIONS (from Attachment 3 of RFP) [Remove this note when assembling Agreement] EXHIBIT D ADDITIONAL PROVISIONS (from Attachment 4 of RFP) City of Santa Ana RFP 16 -044 2 =24 APPENDIX ATTACHMENT 3 -1: NON - COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO - VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16 -044 NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non - collusion Affidavit. BIDDERS are cautioned that malting a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of 1 20_, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP 16 -044 251=25 APPENDIX ATTACHMENT 3 -2: NON - LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO - VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16 -044 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her lmowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the malting of any federal grant, the maldng of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities ". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for malting or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of Santa Ana RFP 16 -044 28%2t APPENDIX ATTACHMENT 3 -3: NON - DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR AUDIO - VISUAL EQUIPMENT, INSTALLATION AND SERVICES RFP NO.: 16 -044 The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section., and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of City of Santa Ana RFP 16 -044 2 M127 September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana RFP 16 -044 26rg02-'8 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 21st day of June, 2016 by and between Western Audio Visual, a subchapter S corporation entity, (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of audiovisual equipment, service and support. B. Consultant represents that Consultant is able and willing to provide, such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. The scope of services shall be in compliance with Proposal Submitted in response to the City's Request for Proposal, attached hereto as Exhibit B. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $80,000 during the term of this Agreement. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 20, 2017, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for two successive two year periods, subject to nonsubstantive changes, upon a writing executed by the City Manager and the City Attorney. 1. i.. �'. � •'� Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance ryl. and similar taxes relating to employees and shall be responsible for all applicable withholding taxes 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. ; X0614 _LEND Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 251 -30 (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of 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 Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related 251 -31 to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified in Certifications, Exhibit D, attached hereto and incorporated in this Agreement by reference. 12. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and Fred Mousavipour, Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5622 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 251 -32 To Consultant: Western Audio Visual 1592 Batavia Street, Suite 2 Orange, CA 92867 Fax: 714- 637 -7272 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 251 -33 Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B' J ANDOVAL Chi Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager 251 -34 RECOMMENDED FOR APPROVAL: CONSULTANT FRED MOUSAVIPOUR Executive Director Public Works Agency Western Audio Visual By: Title: Tax ID# 251 -35 WA:11111n SCOPE OF SERVICES 251 -36 EXHIBIT B PROPOSAL INCLUDING SCHEDULE (OR) RATES AND CHARGES 251 -37 M ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 251 -38 Moll CERTIFICATIONS 251 -39 251 -40 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION AGREEMENT WITH SANTA ANA UNIDOS BOXING CLUB TO SUPPORT AN AFTER - SCHOOL BOXING PROGRAM (STRATEGIC PLAN NO. 5,4) CLERK OF COUNCIL USE ONLY: UTP0009AWC ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Santa Ana Unidos Boxing Club for a one -time donation amount of $1,000, 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. Mayor Pro Tern Sarmiento recommends appropriating $1,000 to Santa Ana Unidos Boxing Club to support an ongoing after - school boxing 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). 25J -1 Donation Agreement with Santa Ana Unidos Boxing Club June 21, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are year 2015 -16 General Non - Departmental account (01105015- 62300). The from Mayor Pro Tern Sarmiento's 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 25J -2 available in the fiscal $1,000 will be spent City of Santa ulna Donation Request Name: Johnathan Hernandez Address: '1310 E. Edinger Ave. Suite E. ,City, State, zip: Santa Ana, CA, 92705 santanaunidosboxingc lub@gmail.com Name: (Santa Ana Unidos Boxing Club City Manager's Office - M•31 20 Civic Center Plaza P,O. Box 1988 Santa Ana, CA 92702 (714) 647 -5200 Title: Executive Director (Phone: 1626-474 -3067 Fax: Tax- Exempt Status: Is your organization a non- profit or public tax - exempt organization as elect One: defined under Section 501(c)(3) of the Internal Revenue Code? ( ✓ Yes No Itf No, you will only qualify for a credit for City - related costs for your request (i.e. permit fees, - - -- - staff tirne, rental rates for facilities or equipment, etc.). Costs for City services vary and if if Yes' X lapproved, credit may or may not cover full cost of requested City services. ax ID #: 'l 47-5211563 Ctty ervS ices Credit (Amount Requested: $ Date Needed: (Mayor /Coumdlmembm: Sarmiento (Direct Payment Amount nnp�nr1 1 - -_- Event Time: - -- - - - - - - Requested: $ 1 1000 Vv (Event Date: (Event Location: 1 1810 E. Edinger Ave. Suite E. Address city, stare, zn Santa Ana, CA 92705 !Description of Jo raise awareness and to encourage families to participate in our program. Event i Purpose: Your contribution helps us keep our doors open and serve more youth. !Community Benefit: I Applicant Signature: , 1�' t, � -'t ' F' uo' t t e V" Date: I6 -10 -16 Mall: City Manager's Office -M31 iEmaiC donationrequost@santa-ana.org 20 Civic Center Plaza 1 Pax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request V7 DR - Council Mooring Unto: _- Ru'�+renc V on atl,eht,d OPVn Eligibility NreT, YES I NO Approved Arnoun4: City rdianager Signahvc: ! , Pate. Revised 11/16/2015 F�4FI RIT-d 25J -4 CITY OF SANTA ANA DONATION AGREEMENT WITH SANTA ANA UNIDOS BOXING CLUB 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on JUNE 21, 2016 by and between the City of Santa Ana., a municipal corporation ( "City ") and SANTA ANA UNIDOS BOXING CLUB, 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 AN AFTER - SCHOOL BOXING PROGRAM ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide fa nding. 2.2 Public Purpose. The City, by recommendation of MAYOR PRO TEM VICENTE SARMIENTO, believes there is a public purpose in supporting the Community Benefit because it will DEVELOP GOOD CITIZEENSHIP IN URBAN YOUTH THROUGH A DEMANDING BOXING PROGRAM, AS WELL AS PROVIDE STRONG ACADEMIC SUPPORT AND A CONNECTION TO THE COMMUNITY THROUGH VOLUNTEER SERVICE OPPORTUNITIES. 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 a one -time payment of ONE THOUSAND DOLLARS ($1,000) for a past event that was held on Thursday, June 9, 2016, 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 fiends far 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 fiends 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 through Recipient's full expenditure of the fiends. 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. Exhibit I 25J -5 CITY OF SANTA ANA, DONATION AGREEMENT Page 2 of 3 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 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 fonns shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by 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 assiune 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 clairns, 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 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. FA 25J -6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL Robert C. Cortez Special Assistant to the City Manager City Manager's Office CITY OF SANTA ANA By: David Cavazos City Manager Attest. By: Maria D. Huizar Clerk of the Council Approved as to Form: By: SAM M. Funk Assistant City Attorney SANTA ANA UNIDOS BOXING CLUB a 501(c)3 NON- PROFIT ORGANIZATION By: Signature Name Title 25J -7 25J -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 3A (PROJECT NO. 136792 NONGENERAL FUND) {STRATEGIC PLAN NOS. 6, 1G; 3,2C) v CITY MANIA RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ® As Amended 171 Ordinance on 1" Reading ❑ Ordinance on 2nd Reading L7 Implementing Resolution ® Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Purchase Agreement with property owners Victor Ruey Chen and Gloria Lin Chen Trustees of the Victor and Gloria Chen Family Trust, for the property commonly known as 1301 West 11th Street (APN 004 - 112 -36), for full acquisition of said real property, and goodwill (if any), in the amount of $520,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Bristol Street is a north -south transportation corridor, which is designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. Public Works Agency staff is acquiring properties for the development of Phase 3A, bounded by Civic Center Drive and Washington Avenue. Property acquisitions for this phase are expected to be completed by spring 2017 and construction is anticipated to begin in summer 2017. To accommodate the improvements and widening for Phase 3A, full property acquisition is necessary (Exhibit 1). The offer, based on the appraised values prepared by a licensed appraiser in the State of California, was made and accepted by the property owner. The full purchase price for the acquisition listed above is shown in the attached agreement (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). 25K -1 Purchase Agreement for Bristol Street Improvement Phase 3A June 21, 2016 Page 2 Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase 3A, which lies between Civic Center Drive and Washington Avenue, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds are available in the Bristol Street Improvements Project (No. 136792) for expenditure in FY 2016/2017 as follows: $260,000 in the Select Street Construction Fund (Account No. 05917661- 66100), and $260,000 in the Measure M2 Street Construction Fund (Account No. 03217663 - 66100), subject to nonsubstantive changes. Executive Ulrector Public Works Agency FM /EWG /JG /KN /ML Exhibits: 1. Location Map 2. Agreement for APN 004 - 112 -36 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25K -2 / IV I ICI T S } MATCHLINE SEE BELOW RIGHT 10TH STREET 9TH STREET -T-: LEGEND 409- 2G2 -2a 405- 282 - 22 I W 0 J �U iq tz m E -„ 11TRUD FFllF-211F5 CIVIC CENTER DR. F-T ---i L-j- WASHINGTON AVENUE EXHIBIT 1 MATCHLINE SEE TOP LEFT SANTA ANA TITLE; PURCHASE AGREEMENT FOR F1 CITY CO DATE BRISTOL STREET IMPROVEMENTS V/ A' JUNE AGENDA AT PHASE 3A (PROJECT NO. 136792 NONGENERAL FUND) NOLIC WORKS ACEKICY (Strategic Plan NO. 6, 1, G; and 3, 2, CI 25K -3 PAGE 1 OF 1 25K -4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on .................. 2016, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer "), and Victor Ruey Chen and Gloria Lin Chen Trustees of the Victor and Gloria Chen Family Trust Dated August 28, 2010, to be held as community property (hereinafter "Seller "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1301 West 11th Street, Santa Ana, CA 92703) (APN: 004- 112 -36) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Land Title Company, 4100 Newport Place Dr., Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below, Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance, Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the Insured, In the amount of Five Hundred Twenty Thousand Dollars ($520,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. T 0' , J 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Dr., Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement, 5. Propert Ty axes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price, City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Five Hundred Twenty Thousand Dollars ($520,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; 25K -6 (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. B. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /360 -day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10, Heirs, Assigns, Successors -in- Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 11 Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss of goodwill and /or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and /or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245, any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all 25K -7 acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or In connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Salter, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist to his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is Mr. & Mrs. Cheri, 19401 Lemon Circle, Santa Ana, CA 92705. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and 25K -8 Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25261 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U,S.C• S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 59601 et sec. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity; Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25K -9 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Aarreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement, Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25K -10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Victor Ruey Chen and Gloria Lin Chen, Trustees of the Victor and Gloria Chen Family Trust Dated August 28, 2010, to be Wd-as. ommunity property 0 A Date: / 2016 Its: Y stee By, (_ d Date: 2016 Gloria Lin Chen Its: Trustee City /Buyer City of Santa Ana David Cavazos City Manager Attest: Maria D. Huizar City Clerk e Sandoval i f Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency Date: 12016 Date: 2016 Date: 0 2016 25K -11 All that certain wall property c4tuated in the County of Orange, State of California, described as fQftlRws: Lot CA of Tracr Nn. 112 , in the City of Santa Ana, County of orange, State of California, as per Map recorder in 8rncak . mane a of Miscellaneous Maps, m the office of the County Recorder of saU COLInty. Assessor's Parcel Number: 004 - 112 -36 25K -12 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. 'There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25K -13 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Free recording requested by '1'11G CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE 1*1 1S LINE FOR RECORDER'S USE CANCEL 'rAXMS x APPROYLU AS TO IORM ItY AFry A1'PR0%TD BY DIRVrOR DESCRIPTION WRITTEN HY DESCRII1110N CIIECKED.O.K A . NUMBER on4- II2-36 W \L'MAI' RUDIBLR PROJECT NObiBER 1301 W.I1 °i 5(mcl, Sima Ma, Call Pom,P 92703 DGErJ NU \IBER FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Victor Ruey Chen and Gloria Lin Chen, Trustees of the Victor and Gloria Chen Family Trust dated August 28, 2010, to be held as community property Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1301 W. 11'h Street, Santa Ana, CA 92703, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Lase 'Yth 1�,H7'y`sf l >rglt rii =fin) 4Vtested at the Chiang, Pei -Yu Notary Public Office, Taiwan iiayi District Court, R.O.C., that the signatUre(s) /seal (s) UPct'or R`";yt: q1 this document Ware authentic. Public YFor The Tho I\int '"SEEA7?AcHro By: --- � =� CERTIFICATE". Gloria Lin Chen l� /raS j�� Its: Trustee J The Chian;, Pei -Yu Notary Public CfPic% Taiwan Chl.ayi District Coint, H.C. Address: No 288-5, Linsen E. lid., vast Dist„ Chiayi City, Taiwan (R.&C,) �1� -114IS DOCI1Resp K11 llss Ides No llesr;onsibi],iCy. CALIFORNIA .. a a • \ . .a .cn . Qs'�•x� _.�.�. _aLaLwt .�. ..ai ':. " Y'�tnA :.` ,.Y Ph. /:2 u t w✓:4 .a . ¢.�.iYdGa�..A ..a YCi _: vmN.t .aYai3Cd:. Y A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) Countyof ojrciyt� ) On i`q/10 i2G1( before me, Date Here Insert Name and Title of the Officer personally appeared Ib Y t L C k e&n Namq(s)mf Signex(e- who proved to me on the basis of satisfactory evidence to be the person(Wwhose name*- is /ard' subscribed to the within instrument and acknowledged to me that heiahe /t1a executed the same in W97her /tWrr authorized capaclty,' u , and that by 4 efherltho fsignature(Won the instrument the persotow, or the entity upon behalf of which the person(s�tcted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. QA�My C. MER NOTARY PUBLIC C CALIFORNIA Signature COMMISSION N 2004803 ORANOECOUNTY y „� comm � Exp. OecetOw 25, 2018 Place Notary Seal Above Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Doc r ent r .�� i �ry tt I'tri' Title or Type of Document: �i✓00r eA Document Date: Number of Pages: Signer(s) Other Than Named Above: g2vy Chevy Capaci#y {ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — 1:1 Limited ❑ General 0 Individual ❑ Attorney In Fact ❑ Trustee ❑ Guardian or Conservator F] Other: Signer Is Representing: _ Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited CD General D Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02014 National Notary Association - www.NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876.6827) Item #5907 25K -15 MIRMUN Alt that certain reak propety situated in the County of Orange, Mato of California, described as folliows: Lot 17 of ifact tar,. a ?jn, in the City of Santa Aria, County of orange, State of California, as per Map recorder in of mscellaneous Maps, in the office of the County itecor'der of said County. Assessor's Marcel Dumber: 004- 112 -36 25K -16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: PURCHASE AGREEMENTS FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741 NONGENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) CITY MANAGRJ RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: [] As Recommended ❑ As Amended ❑ Ordinance on 1°` Reading E] Ordinance on 2no Reading E] implementing Resolution [] Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute Purchase Agreements for the full purchase price of real property listed below, and goodwill (if any), subject to nonsubstantive changes approved by the City Manager and City Attorney, with the following property owners: No. Property Owner Property commonly Acquisition Amount known as / location Type Evelyn L. Wallace 1235 West Saint Gertrude Full $420,000 (APN 015 - 191 -11) Acquisition Anthony Dang 1302 W Carlton Place Full $545,000 (APN 408 - 333 -01) Acquisition Lillian Luparello and 1242 W Camden Place Partial $2,500 Jason Luparello (APN 015- 215 -11) Acquisition DISCUSSION Bristol Street is a north -south transportation corridor, which is designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. Public Works Agency staff is acquiring properties for the development of Phase 4, bounded by Warner Avenue and Saint Andrew Place. Property acquisitions for this phase are expected to be completed by spring 2017, and construction is anticipated to begin in summer 2017. To accommodate the improvements and widening for Phase 4, full and partial property acquisitions are necessary (Exhibit 1). The offers, based on the appraised value prepared by a 25L -1 Purchase Agreements for Bristol Street Improvements Phase 4 June 21, 2016 Page 2 licensed appraiser in the State of California, were made and accepted by the respective property owners. The compensation amounts are shown in the corresponding agreements (Exhibits 2 -5). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement/ Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase 4, which lies between Warner Avenue and St. Andrew Place, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2016/2017 as follows: $96,750 in the Select Street Construction Fund (Account No. 05917661- 66100), $96,750 in the Measure M2 Street Construction Fund (Account No. 03217663 - 66100), and $774,000 in the Select Street Construction Fund (Account No. 05917660- 66100), subject to nonsubstantive changes. Executive Director Public Works Agency FM /EWG /JG /ML Exhibits: 1. Location Map 2. Agreement for APN 015 - 191 -11 3. Agreement for APN 408 - 333 -01 4. Agreement for APN 015 - 215 -11 APPROVED AS TO FUNDS & ACCOUNTS: \iNtx--°c�s a� a rJ Francisco Gutierrez Executive Director ®® Finance & Management Services Agency 25L -2 MATCHLINE SEE BELOW RIGHT t I i I I 1 409. 336.17 I ST GERTRUDE PL 1408-471 -01I 408.471 -17 I I ' 408.471.05 I f 409-471 -08 I �• - 7_.7..7_.. I i I o I I I I i WARNER AVENUE I LEGEND! -ABJECT PPDPERTV - HA L ACau ISRION -U13J ECT PPDPEPI -f reET I 4 C00IS IT DI -d C00i RE11 P90VEP.TIL5 II f If t 4 t .I I I I ST ANDREW PL I I I I M 13 75 /gr CARLTON PL UU T T 1 I I I GLENWOOD PL _ --�.. ' I fir•.; CAMEN PL J SST ANNE PL EXHIBIT 1 9— r._.7__7--• m� , � III IL I I m' N� I I I I F L6 I I I CCD J a1...�...1--1•-- i N l I I I m I r31 I I I Yay'`I I I I I Mi i i i i T� I MATCHLINE SEE TOP LEFT '.SANTA ANA PURCHASE AGREEMENTS FOR FAn CITY OOUNCIL VVVWABRISTOL STREET IMPROVEMENTS AGENDA DATE; PHASE 4 (PROJECT NO. 116741 PUBLIC WOWS ncswc>• JUNE 21, 2016 NONGIENERAL FUND) [Strategic Plan No. 6, 1, Gi and 3, 2, CI 25L -3 PAGE 1 OF 1 1.--• 6,34.,,, - loll-1omnlr------ W W N - - - - - -- I � 'otsaa4.2a. dA X0,5494 -241I, J — :015- 194.215 U) 015 -09d -30, - F- - - - -� '015- 194]9' tl15.19A -29; ' '015- 194 -3N, ' I I I WARNER AVENUE I LEGEND! -ABJECT PPDPERTV - HA L ACau ISRION -U13J ECT PPDPEPI -f reET I 4 C00IS IT DI -d C00i RE11 P90VEP.TIL5 II f If t 4 t .I I I I ST ANDREW PL I I I I M 13 75 /gr CARLTON PL UU T T 1 I I I GLENWOOD PL _ --�.. ' I fir•.; CAMEN PL J SST ANNE PL EXHIBIT 1 9— r._.7__7--• m� , � III IL I I m' N� I I I I F L6 I I I CCD J a1...�...1--1•-- i N l I I I m I r31 I I I Yay'`I I I I I Mi i i i i T� I MATCHLINE SEE TOP LEFT '.SANTA ANA PURCHASE AGREEMENTS FOR FAn CITY OOUNCIL VVVWABRISTOL STREET IMPROVEMENTS AGENDA DATE; PHASE 4 (PROJECT NO. 116741 PUBLIC WOWS ncswc>• JUNE 21, 2016 NONGIENERAL FUND) [Strategic Plan No. 6, 1, Gi and 3, 2, CI 25L -3 PAGE 1 OF 1 25L -4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on 1 2018, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Evelyn L, Wallace, as trustee for the Wallace Family Trust dated July 22, 1998, (hereinafter "Seller'), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1235 W. Saint Gertrude Place, Santa Ana) (APN 015 - 191 -11) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below, Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above, Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 31 Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Twenty Thousand and no /100 Dollars ($420,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. Elk-5 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B " attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California, Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 5. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of Four Hundred Twenty Thousand and no /100 Dollars ($420,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; 25L -6 (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 60 -day month /365 -day year consistent with that statement, subject to approval of City, Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in- Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property 13. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. 25L -7 B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor," Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses. in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This acknowledgment and release shall survive the Close of Escrow. 14, Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of Evelyn Wallace is, P.O, Box 3647, Orange, CA 92857. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 15. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 25L -8 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et sue. (42 U.S.C. 36903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 59601 et se g. (42 U.S.C. S9601), 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19, Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25L -9 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25L -10 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. SELLER: EvelynL.Walia e, as trustee for the Wallace Family Trust dated July 22, 1998 Date 2016 velyn ce, s trustee for they lace Family T�st dated July 22, 1998 CITY OF SANTA ANA: City /Buyer David Cavazos City Manager ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: e tan 6val ef Assistant ity Attorney P-1 i y RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency Date: Date: 2016 t Date: _ 2.016 Date: 25L -11 2016 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: LOT 201 OF TRACT NO, 1192, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39, PAGES 16 AND 17 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. 25L -12 EXHIBIT "B" (First American) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited In one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain In escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25L -13 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, IM-30 Santa Ana, California 92701 Free recording requested by THE CrrY OP SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL APPROV DASTO APPROV60BY DESCRIPTION DESCUPITON A. P, MV MAP PROX0 TAKES FORMBYATTY, DIRECTOR RM1UTTENSY CHECKEM.K, NUMBER NUMBER NUMBER X 015 -t91 ll 1234 W_ Saint Gem,de Plam, Sant. Ana, CA 92707 DEED NUMBER FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Evelyn L. Wallace, as trustee for the Wallace Family Trust dated July 22, 1998 Does Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal; corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1235 W. Saint Gertrude Place, Santa Ana, CA 92707 described as follows: SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated 25L -14 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: LOT 201 OF TRACT NO. 1192, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39, PAGES 16 AND 17 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, APN: 015 - 191 -11 25L -15 Exa ET "E ! e T 9 i § . _« ; , _ / \\ \\@ ) t.: lS��G! 9` a ' V "g ! e T 9 i § S 2 J 9` a � ©< � )e. � d � �! 2 ;gym ^� 7 H-6 \ ter_» __m, Page _a. Lo i ^ \ le . I j 0A § \�© \ S S s s ,6 GAS.@ 2 2 t�6 G ( ` I r— 2 t�6 G ( ` I r— ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the docuument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of C7 M Y) Lj On 5I u 11(a before me, )LG'h/LLV I M. &640( UO? UdiA (Insert name and tide of the officer) personally Name of Signer Name of Signer (2) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(q) is/are subscribed to the within instrument and aclaiowledged to me that he/she/they executed the same in Its/her/their authorized eapacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seat. // II Signature of Notary Public � 25L -17 25L -18 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on , 2 01 6 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or 'Buyer "), and Anthony Darg, an individual (hereinafter "Seller "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1302 W. Carlton Place, Santa Ana) (APN 408- 333 -01) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 11 Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 31 Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Five Hundred Forty Five Thousand and no /100 Dollars ($545,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and Including any and all leasehold interests), liens, Clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240, The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 51 Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, If any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance Is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of Five Hundred Forty Five Thousand and no /100 Dollars ($545,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after; 25L -20 (a) Conveyance of said real property by Seller to City as hereinabove provided (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City, 7. Possession, Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller, Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached, All rents will be prorated as of the close of escrow on the basis of a 30 -day month /365 -day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seiler hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in- Interest, This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property. 13. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the 25L -21 sale of any portion of the Property, or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1268.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is Anthony Dang, 9688 Westmister Avenue, Garden Grove, CA 92846. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 15. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste, Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any 25L -22 Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (1) defined as a hazardous waste", extremely hazardous waste", or restricted hazardous waste under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley - Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U,S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sue. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. 59601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Wafer Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency, It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 25L -23 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from Its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25L -24 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. SE IL An ony Dang, an individual t° Date: J q 2016 An ony Dam , an individual CITY OF SANTA ANA: City /Buyer David Cavazos City Manager ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: J s Sandoval a of Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency Date: .2016 Date: .2016 Date: Mh'r-�J-_ _, 2016 Date: 25L -25 2016 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: LOT 72 OF TRACT NO. 2209, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6A, PAGES 25 AND 26 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN:408- 333 -01 25L -26 EXHIBIT "B" (First American) GENERAL. ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising Out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25L -27 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701. Free recording requested by THE CITY OF SANTA ANA PER GOVERNMLN'I "CODE SECT7oN 67103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES Y .APPROVED AS TO FORM BY An Y. APPROVED BY U1RGC'rOR PLSr Rip] WN 1481 "Rlit313Y DUCRIPTION CHECKED -0.K. A . NUMBER 408.333 -01 1k)VMAP NUMBER PROWT NllhillGli 1302 W. Carlton Place, Santa Ann, CA 92704 nem Nw�+aeR a I FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Anthony Dang, a married man as his sole and separate property Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal; corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1302 W. Carlton Place, Santa Ana, CA 92704 described as follows: SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated By- AAntho& g, an individual 25L -28 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: LOT 72 OF TRACT NO. 2209, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 64, PAGES 25 AND 26 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, APN:408- 333 -01 25L -29 EXHIBIT "B" Order Number: O -SA- 4445817 Page Number: 7 N r�v>d o$ '2 N30WYJ d0V7dg (D Lb M � r� O ow (9) o 0 0 0 ogom f*'1 g39 p7d M x 30/lHld3,9 .LS '9 i a i Y bra O (O =C)� 0 CO — o F h Mo l h e � bb w 3NNtl a° O b 0 O 0 C) 0 0$ CU ♦ `1 33V7d9 3NNV 1S 8 N r�v>d o$ '2 N30WYJ 3O p7d9 N30WV9 $ C) O° C CJ 0 0 0 O§ O O= O CO 0 0 CO O CJ = p 939V7d LJOOMN379 'g d0V7dg (D NO178V9 'g M � O ow (9) o 0 0 0 ogom CO FN M x Y bra O (O 0 0 CO — o F 3O p7d9 N30WV9 $ C) O° C CJ 0 0 0 O§ O O= O CO 0 0 CO O CJ = p 939V7d LJOOMN379 'g pO� OQ N Z N4� ¢0U X Gr b yr J m °nom NuZ c0 vRN N ti N q N Nonuvo d0V7dg (D NO178V9 'g M � O 0 0 C^7 0 0 Gr CO e (D f 0° O (O 0 0 CO O i o F L l //�� as O OOCO UOO`, °O va 6sp pO� OQ N Z N4� ¢0U X Gr b yr J m °nom NuZ c0 vRN N ti N q N Nonuvo d0V7dg (D NO178V9 'g M � Toil n CN u L l //�� as O OOCO UOO`, °O a° 439V7d MyHONV kS 'g G FirstAmencan Title Page 7 of 13 25L -30 (D E) G FirstAmencan Title Page 7 of 13 25L -30 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On 5 I l� �j before me, � �_(' Gi i,1 G O� Azt YNI VQ W I (- (Insert n,ante and title of the officer) personally Nance oI'Signer( Name of Signer (2) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /ai-e- subscribed to the within instrument and acknowledged to me that Ine /she /they- executed the same in his /her /their authorized capacity(ies), and that by his /her /their- signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand acrd official seal. Signature ol'Notary Public 25L -31 a KATHERINE CA9ANILl COMM. #2097566 Notary Public - CuliCamla L ELES COUNTY A . P . 77 2016 25L -32 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on 2016, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Liliane Luparello, an individual, and Jason Luparello, an individual, collectively (hereinafter "Seller "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1242 W. Camden Place, Santa Ana, CA 92707) (APN 015 - 215 -11) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance '(w1%ther ' monetary or non - monetary, general or specific, and including any and all leasehold interests), :lien; cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Two Thousand Five Hundred and n01100 Dollars ($2,500.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non- monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the ExhiNIA3 failure of Seller to convey title or to provide title insurance as required in this Agreement 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter, Buyer.shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City, Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of Two Thousand Five Hundred and no /100 Dollars ($2,500,00), City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: 25L -34 (a) Conveyance of said real property by Seller to City as hereinabove provided (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7, Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /365 -day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in- interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 11 Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property. 13. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining 25L -35 to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 9892 Saline Drive, Huntington Beach, CA 92646. 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 25L -36 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (1) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6,95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 pJ seg. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42, U.S.C. 89601 et seq. (42 U.S.C. S9601). 18. Compliance With Environmental laws, To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Beard, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus, 19. Indemnity, Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 25L -37 20. Contin encv. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21 , Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA, 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25L -38 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Liliane Luparello, an individual, and Jason Luparello, an individual City /Buyer City of Santa Ana David Cavazos City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: os Sand al C ' f Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency Date: 2016 Date:~ Z 6 , 2016 Date: 2016 Date: _, 2016 Date: i� %/}w I � 2016 25L -39 LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES — AP No. 015- 215 -11 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 20 OF TRACT NO. 1383, PER MAP RECORDED IN BOOK 41, PAGE 47 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OP SAID COUNTY, SAID PORTION LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE NORTH LINE OF SAID LOT, SAID POINT LYING DISTANT THEREON SOUTH 88 °10'21 "EAST, 11.62 FEET, FROM THE INTERSECTION OF SAID NORTH LINE WITH TIIL WEST LINE OF SAID LOT; THENCE SOUTH 46 °47'56" WEST, 16.42 FEET TO A POINT IN SAID WEST LINE, SAID POINT LYING DISTANT TIREON SOUTH 1046'14" EAST, 11.62 FEET, FROM SAID INTERSECTION CONTAINING AN AREA OF 46 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY TIES REFERENCE MADE A PART' HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME ON r...C42 "!SEPTEMBER 22, 2015 ANTHONY C. CUOMO, PLS 6042 25L -40 u u O GS UJ N y N � r Z6 'b2T M „bT ,9t ,TON I _ NO ° 46' W E 300, 62' TO ST ANNE PL T ^ I N '1SNOa 25L -41 ? 't I n h�•l- y F a- `�j O wwz F g4� — O WW2 WzW �<q N�4 0?9; Lo ow MIZ I W .-I O 4 I� m� y. F14 � _o 2 N Q wZ u < N <I N I U Y11 Z f� m is W tl �Wm� < I¢z zash m N�1�n 0 a N 0 0 N ci D J 4 I~ 3 a CO 41' N V P P 3 O � O u fU R n, w b h U CD z � I U Z6 'b2T M „bT ,9t ,TON I _ NO ° 46' W E 300, 62' TO ST ANNE PL T ^ I N '1SNOa 25L -41 ? 't I n h�•l- y F a- `�j O wwz F g4� — O WW2 WzW �<q N�4 0?9; Lo ow MIZ I W .-I O 4 I� m� y. F14 � _o 2 N Q wZ u < N <I N I U Y11 Z f� m is W tl �Wm� < I¢z zash m N�1�n 0 a N 0 0 N EXHIBIT "B" (First American) GENERAL_ ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized, There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10,00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25L -42 When recorded, please mail this instrument and tax statements to: Cleric of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. CANCEL APPROVBDASTO APPROVEDBY DESCRIPTION TAXES FORMBYATTY, DIRECTOR WRITTEN BY X SPACE ABOVE THIS LINE FOR RECORDER'S USE DESCRIPTION AP. wwMAP CHECKED -ox. NUMBER 015.21$ -11 NUMBER 1242 W, Cunden Place, Santa Ana, CA 92707 GRANTDEED FOR VALUABLE CONSIDERATION, receipt, of which is hereby acknowledged, PROTECT NCI ABER DBED I U M Liliane Luparello, a married woman as her sole and separate property and Jason Luparello, a single man as joint tenants Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal; corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1242 W. Camden Place, Santa Ana, CA 92707 described as follows: SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated : Al By. ii n Luparello, aqri.mdiutlual Dated: "% e-(7 n.. By' �. ? auparelic, an i dividual 25L -43 EXHIBIT `A' LEGAL DESCRIPTION FOR RIGIiT OF WAY PURPOSES — AP No. 015 - 215 -11. IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 20 OF TRACT NO, 1383, PER MAP RECORDED IN BOOK 41, PAGE 47 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE NORTH LINE OF SAID LOT, SAID POINT LYING DISTANT THEREON SOUTH 88°10'21" EAST, 11.62 FEET, FROM THE INTERSECTION OF SAID NORTH LINE WIT14 THE WEST LINE OF SAID LOT; THENCE SOUTH 46 047'56" WEST, 16.42 FEET TO A POINT IN SAID WEST LINE, SAID POINT LYING DISTANT THEREON SOUTH 1046'14" EAST, 11.62 FEET, FROM SAID INTERSECTION CONTAINING AN AREA OF 46 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY TEAS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME ON L�NA SEPTEMBER 22, 2015 �cb ANTHONY C. CUOMO, PLS 6042 MthWtX'l CUOMO (. Mo. tdQ OF 25L -44 M ti m X w h� SJ�� MO V /NCO � N h .. o u�� 60 ^ `I U _ O U W W Z poi tin/ �� 6a. j nw f4 a H < U I % §d J o W W o a4�i I m a4 z 0 a m a mw N O O N Ln J CL W = =W 4 N CO I Ox WZ U in (� LL 4 4F _'Z9 T T N I,8E'bci M.h1,9boTON W a U) I z r m NO 1 ° 46' 14" E 308, 62' TO ST ANNE PL , 4 ° y) a¢.wN ¢ m K A3ANns z T- - r,-. 4 ¢z N N 1S �Q1SI�1� ; L zee ® f z v �l ii 'h � ...... 11 w T 0 _ ❑ O 1 y^ \\ O ZGG �1 "! '1SN00 LL 25L -45 N 0 N R 0 N ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 61G.1 -L On rtLiL ?B before me, ( JA,C:G- (Insect n auue Lt l th oiFiccr) �_ personally appeared_- x of, Signer (1) to Name of Signer (2) who proved to me on the basis of satisfactory evidence to be the person(s) wbose name(s)diglare subscribed to the within instrument and aelmowledged to me that heAhe /they executed the same in iais/hor /their authorized capacity(ies), and that by lai er /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WrrNESS my hand and official seal. (Seal) Signature of Notary PIN L MV"'. , I JAN Cemmllalen N 1976544 Notary Public - California Orange County Comm. fa tree May 25, 2616 25L -46 l 1 _ y CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AGREEMENT WITH KEENAN & ASSOCIATES AS CONSULTANT FOR CITY'S VISION, LIFE, ACCIDENTAL DEATH & DISMEMBERMENT, LONG TERM DISABILITY, EMPLOYEE ASSISTANCE, RETIREE BILLING, AND SECTION 125 FLEXIBLE SPENDING ACCOUNTS AND AGREEMENT WITH DICK COOK INSURANCE SERVICES AS CONSULTANT FOR CITY'S GROUP DENTAL POLICIES (STATEGIC PLAN NO. 7,6) Iva &T-41 1, RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 19t Reading ❑ Ordinance on 2nd Reading 171 Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 1. Authorize the City Manager and Clerk of the Council to execute an agreement with Keenan & Associates to act as the Broker of Record /Consultant for the City's Group Vision", Life, Accidental Death & Dismemberment, Long Term Disability Insurance, Employee Assistance Program (EAP), Retiree Billing, and Section 125 Flexible Spending Accounts (FSA) for a term beginning June 21, 2016 through June 30, 2018, paid commission by the insurance carriers, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Dick Cook Insurance Services to act as the Broker of Record /Consultant for the City's Group Dental insurance Policies for a term beginning June 21, 2016 through June 30, 2018, paid commission by the insurance carriers, subject to non - substantive changes approved by the City Manager and City Attorney. 25M -1 Insurance Services Brokerage /Consulting Agreement with Keenan & Associates and Dick Cook Insurance Services June 21, 2016 Page 2 DISCUSSION On March 2, 2016, the City issued a Request for Proposal (RFP No. 16 -032) for Health Benefits Brokerage and Consulting Services for the purpose of selecting a broker /consultant to perform services for the City, including but not limited to plan design, administration of contracts, and negotiations of rates /contracts for the City's ancillary benefits. Nine firms responded to the RFP and were rated based on firm /team qualification, experience working with similar size accounts in public agencies, understanding of the project, references and compliance with the RFP, by a subcommittee of staff, and one external rater with expertise in the field of Benefits. The rating of the top three firms for broker /consultant of the Vision, Life, Accidental Death & Dismemberment, Long Term Disability Insurance, Employee Assistance Program (EAP), Retiree Billing, and Section 125 Flexible Spending Accounts (FSA) is as follows: Ranking Keenan & Associates 98.8 1 Will accept current commissions Wells Fargo 96.1 2 Annual amount NTE $70k Alliant 95.5 3 Will accept current commissions The rating of the top three firms for broker /consultant of the Dental Plans is as follows: Ranking Consultant Firm Final Percent Proposal Commission Cook Insurance Services 99.8 1 Accept standard commission or less Keenan & Associates 98.8 2 Will accept current commissions Mercer 97.5 3 Annual amount NTE $70k Based on the rating of each firm, staff recommends executing an agreement with Keenan & Associates (Exhibit 1) to act as the broker of record /consultant for the City's Group Vision, Life, Accidental Death & Dismemberment, Long Term Disability Insurance, Employee Assistance Program (EAP), Retiree Billing, and Section 125 Flexible Spending Accounts (FSA) and an agreement with Dick Cook Insurance Services (Exhibit 2) to act as the broker of record /consultant for the City's Dental Insurance Policies. The City does not pay any compensation directly to the broker of record /consultant under these agreements. All compensation to the broker of record /consultant is paid directly by the insurance carriers according to the current commission arrangements in place (Exhibit 3), which is based on industry standards ranging from zero to ten percent. The broker of record /consultant will notify the City of any change in commission structure and the agreement may be terminated by the City upon thirty (30) days written notice. 25M -2 Insurance Services Brokerage /Consulting Agreement with Keenan & Associates and Dick Cook Insurance Services June 21, 2016 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #6 (provide a positive workplace environment that supports the health of its employees and celebrates its success). FISCAL IMPACT The fees associated with these agreements are paid by the insurance carriers. Commissions related to these agreements will be imbedded as part of the overall group insurance premium currently scheduled to be brought forth before Council on August 23, 2016. i� pl c Edward R Executive Director Personnel Services Agency Exhibits: 1. Keenan & Associates Agreement 2. Dick Cook Insurance Services Agreement 3. Current Insurance Commissions Table 25M -3 25M -4 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 7th day of June 2016 by and between Keenan & Associates, a California Corporation, (hereinafter "Consultant "), and the City of Santa Aria, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"), RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of insurance products, and related services in conjunction with the health and welfare benefits provided to the City's eligible employees. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City and Consultant agree that City shall not pay any compensation to Consultant under this Agreement. All compensation to Consultant shall be directly paid by the insurance carriers to the Consultant according to the commission arrangements. b. Consultant agrees to accept current commission agreements in place with the insurance carriers and notify the City of any change in commission structure. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2018, unless terminated earlier in accordance with Section 15, below. The City may extend the term for one (1) additional three -year period upon the exercise of an option executed in writing by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Exhibit 1 25M -5 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "), Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. b, Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. 25M -6 (iii) Consultant agrees to provide thirty (30) days written notice prior to making any changes to their insurance that cause coverage levels to fall below the minimum requirements pursuant to this section. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees; consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of 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 Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9, RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours, Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 25M -7 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and Edward Raya, Executive Director of Personnel Services City of Santa Ana 20 Civic Center Plaza (M -24) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647- City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 25M -8 To Consultant: Keenan & Associates 2355 Crenshaw Blvd., Ste. 200 Torrance, CA 90501 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable 25M -9 law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. DISPUTE RESOLUTION In the event of any dispute arising out of or relating to this Agreement, such dispute shall be resolved by submission to binding arbitration before Judicial Arbitration & Mediation Services ( "JAMS ") or ADR Services, at the claimant's choice, in Orange County, California, before a retired judge or justice. If the parties are unable to agree on a retired judge or justice, the selected arbitration service (JAMS or ADR Services) will select the arbitrator. In any such arbitration, the parties shall be entitled to take discovery in accordance with the provisions of the California Code of Civil Procedure, but either party may request that the arbitrator limit the amount or scope of such discovery, and in determining whether to do so, the arbitrator shall balance the need for the discovery against the parties' mutual desire to resolve disputes expeditiously and inexpensively. c. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce any provision of this Agreement will be awarded reasonable attorneys' fees and costs incurred in that action, arbitration, or proceeding, or in the enforcement of any judgment or award rendered." 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. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement; and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25M -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney pp By: A, i Laura Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Edward Raya Executive Director Personnel Services CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT Steve Gedestad Municipalities Practice Leader Tax ID# 95- 2798626 25M -11 EXHIBIT A SCOPE OF SERVICES HEALTH BENEFITS BROKERAGE AND CONSULTING SERVICES DESCRIPTION AND SCOPE OF WORK Consultant shall provide Health Benefits Brokerage and Consulting Services and be a Broker of Record for the City's employee insurance benefits. The City is particularly interested in Consultant to offer creative, innovative approaches, with a proven track record, that allows the City to maintain quality benefit programs and contain or reduce costs. Consultant will perform a full range of benefit program services related to the acquisition, implementation, maintenance, communication and improvement of the City's employee insurance benefits. Consultant shall provide services for some or all of the group employee insurance benefits. Consultant shall provide services, including, but not limited to, the following: A. Procure group insurance coverage for Group Vision, Life, Accidental Death & Dismemberment, Long Term Disability Insurance, Employee Assistance Program (EAP), Retiree Billing, and Section 125 Flexible Spending Accounts (FSA); B. Representation in all negotiations with insurance providers on issues related to premiums, services, benefit level, plan design, special terms and conditions; C. Provide all renewal rates for the upcoming calendar year by July 151; D. Analyze existing coverage and identify or develop cost - saving alternative benefit strategies and plans; E. Assist in the development of long -range goals and strategies, including making recommendations and projections of potential savings; F. Provide quarterly claims experience reports; G Assist the City in monitoring and analyzing experience trends and providing timely alerts on changing patterns and appropriate recommendations; H. Provide information and recommendations regarding employee benefit issues, trends, existing, proposed and new State and /or Federal legislation (i.e. COBRA, HIPAA, ACA, IRS Rules and regulations); I. Upon request, provide, maintain and update comparison reports of other public and /or private companies' benefit plan offerings and costs to determine their competitiveness with the City's programs. Upon request, provide access to published benefit- related survey information; K. Be available to provide consultation on plan interpretation, explanation of plans and problem resolution; L. Be available to provide assistance to staff, employees and retirees with issues involving billing, claims, eligibility, problems, disputes, interpretation of contracts and services, changes and general troubleshooting; M. Be available to attend meetings with City staff, employees and /or retirees to facilitate and assist in the management of the City's employee benefit plans; 25M -12 N. Be available to attend the City's annual open enrollment health fair usually held in September each year; O. Submit annual reports detailing compensation and/or commissions received from contracted carriers of the City; P, Coordinate the flow of information between staff and contracted carriers; Q. Manage plan transitions as necessary; R. Be available to assist staff with obtaining health benefits program materials; S. Be available to provide various types of reports as needed; T. Be available to provide information on new products as requested. 25M -13 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 25M -14 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 7th day of June 2016 by and between Dick Cook Insurance Services, a sole proprietorship, (hereinafter "Consultant "), California insurance broker license #0567783 and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of insurance products, and related services in conjunction with the dental benefits provided to the City's eligible employees. Consultant represents that Consultant is able and willing to provide such services to the City. C. in undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City and Consultant agree that City shall not pay any compensation to Consultant under this Agreement, All compensation to Consultant shall be directly paid by the insurance carriers to the Consultant according to the commission arrangements. b. Consultant agrees to accept current commission agreements in place with the insurance carriers and notify the City of any change in commission structure. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2018, unless terminated earlier in accordance with Section 15, below. The City may extend the term for one (1) additional three -year period upon the exercise of an option executed in writing by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Exhibit 2. 25M -15 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance, In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of 25M -16 this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. T. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City; its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of 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 Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 25M -17 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: are Edward Raya, Executive Director of Personnel Services City of Santa Ana 20 Civic Center Plaza (M -24) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647- City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 25M -18 To Consultant: Dick Cook Insurance Services 814 Hibiscus Way Placentia, CA 92870 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with; or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 1s. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable 25M -19 law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Rossini Senior Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager 25M -20 RECOMMENDED FOR APPROVAL: Edward Raya Executive Director Personnel Services CONSULTANT Dick Cook President 25M -21 EXHIBIT A SCOPE OF SERVICES HEALTH BENEFITS BROKERAGE AND CONSULTING SERVICES DESCRIPTION AND SCOPE OF WORK Consultant shall provide Health Benefits Brokerage and Consulting Services and be a Broker of Record for the City's employee insurance benefits. The City is particularly interested in Consultant to offer creative, innovative approaches, with a proven track record, that allows the City to maintain quality benefit programs and contain or reduce costs. Consultant will perform a full range of benefit program services related to the acquisition, implementation, maintenance, communication and improvement of the City's employee insurance benefits. Consultant shall provide services for some or all of the group employee insurance benefits. Consultant shall provide services, including, but not limited to, the following: A. Procure group insurance coverage for Dental Insurance; B. Representation in all negotiations with insurance providers on issues related to premiums, services, benefit level, plan design, special terms and conditions; C. Provide all renewal rates for the upcoming calendar year by July IS% D. Analyze existing coverage and identify or develop cost - saving alternative benefit strategies and plans; E. Assist in the development of long -range goals and strategies, including making recommendations and projections of potential savings; F. Provide quarterly claims experience reports; G Assist the City in monitoring and analyzing experience trends and providing timely alerts on changing patterns and appropriate recommendations; H. Provide information and recommendations regarding employee benefit issues, trends, existing, proposed and new State and /or Federal legislation (i.e. COBRA, HIPAA, ACA, IRS Rules and regulations); I. Upon request, provide, maintain and update comparison reports of other public and /or private companies' benefit plan offerings and costs to determine their competitiveness with the City's programs. J. Upon request, provide access to published benefit- related survey information; K. Be available to provide consultation on plan interpretation, explanation of plans and problem resolution; L. Be available to provide assistance to staff, employees and retirees with issues involving billing, claims, eligibility, problems, disputes, interpretation of contracts and services, changes and general troubleshooting; M. Be available to attend meetings with City staff, employees and /or retirees to facilitate and assist in the management of the City's employee benefit plans; N. Be available to attend the City's annual open enrollment health fair usually held in September each year; O. Submit annual reports detailing compensation and /or commissions received from contracted 25M -22 carriers of the City; P. Coordinate the flow of information between staff and contracted carriers; Q. Manage plan transitions as necessary; R. Be available to assist staff with obtaining health benefits program materials; S. Be available to provide various types of reports as needed; T. Be available to provide Information on new products as requested. 25M -23 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # ._ Issued to — Named Insured Countersigned by — Authorized Representative 25M -24 v v i Q G 3 e u° N R N 0 m d �A U Q 3 C NM4, N s W 1 v o .c m` a +° ° I:T m ° r rn C k m a N N C C m V Ln N r-j V? V} i/} M ,C a in 4j). V). j c v c Q u a O L N h y O� r. d' Ln W p NO o 3 OY ri� N N N rr-I M O N o O �. M 00 OD Ln 0 0 0 0 U to M O N O N, v U p o m O •a •Q L° O QI s s� � Qj L` •r *Z-4w .� ® O �r �' Ir 25M -26 •. CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION TO SUPPORT SANTA ANA UNIFIED SCHOOL DISTRICT'S MUSIC FESTIVAL (STRATEGIC PLAN NO. 5,4) CITY MANAG§JK RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :--:• e, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve a donation request from Santa Ana Unified School District for a one -time donation in the amount of $342.32. 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. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Councilmember Reyna recommends appropriating $342.32 in donation funds to support a music festival that took place on Saturday, May 21, 2016, in response to a donation request submitted by Santa Ana Unified School District (Exhibit 1). Upon approval of the donation request, funds in the amount of $342.32 will be appropriated to pay for City fees, including facility reservation fees and staff fees. These costs are outlined in the attached invoice (Exhibit 2). 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). 25N -1 Donation to Support Santa Ana Unified School District's Music Festival June 21, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the FY 2015- 16 General Non - Departmental account (01105015- 62300). The $342.32 will be spent from Councilmember Reyna's 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. Rental Contract/Permit 25N -2 City Manager's Office - M -39 (9) City of Santa Ana 20 Civic Center Plaza Donation Request P:O, Box 1988 Santa Ana, CA 92702 (714) 647 -5200 f �► Name: .- Tax- Exempt Status: Is your organization a non - profit or public tax- exempt organization as I Select One: ietned under Section 501(c)(3) of the Internal Revenue Code? ❑ Yes ® No It No, you will only qualify for a credit for City- ra/atad costs for your request (i e, permit fees, 'Bf Yes, - otaff Pima, rental rates for facilities or equipment, etc.). Costs for City services very and if ippmvad, credit may or may not cover full cost of requested City services. Tax BD M lty Services Credit i Q 9!� mount Requested: 1 $342.32 Date Needed: V, 204 'Mayor /Counclimembar ! Please Choose From the Lost Below Direct Payment Amount �` _ Event Date: Event Time:Requested: ' ,. .. -... �iEvent Lonflon: jAddress, City State, Zip [Description of .Q.+ .... _. -__.. Event /Purpose: Mail: City Manager's Office -M -81 ! Email: donationrequest&anta- ana.org 20 Civic Center Plaza !. Fax; (714) 647 -6954 P.O. Box 1988 Santa Ana, CA 82702 Donation Request ft: ..... DR - 62ePm ilpGa 4f qn ail rclaftitt d3!'41:: I Eligibility Met: ` YES / NO City Manager Signature: Council Meeting Date. App'ravou Amount: Dam IT Revised 1111612015 25N -4 City nf Santa Ana 20 Civic Center Plaza P.O. Box 1900 Santa Ana, CA92701 Att. Recreation Services M'23 714'571-4251Fax714-571'4201 Rhomandoz5@ountu'anu.ong Julie Castro-Cardenas, City Manager's Office Invoice ` TRANSACTION Staff fees for Marlachl Event held at Memorial Park on May 21, 2016. QUANTITY DESCRIPTION UNIT PRICE TOTAL Staff #1 Fee (01113002-53319) 5.5 12:30pm to 6:00pm 5.5 hours SUBTOTAL SALES TAX RATE SALES TAX SHIPPING &HANDLING TOTAL DUE ! $240.24 If you have any questions concerning this invoice, contact Community Services Supervisor Rudy Hernandez at 714-571-4229 or,ho,naodez5|@sanm'aoao"U. Thank you! Exhibit I ��U� ���U� � �� 25N -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION AGREEMENT WITH ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER TO SUPPORT AN ART EXHIBIT (STRATEGIC PLAN NO. 5,4) CITY MANA RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Orange County Children's Therapeutic ARTS Center for a one -time donation amount of $1,000, 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. Mayor Pro Tern Sarmiento recommends appropriating $1,000 to Orange County Children's Therapeutic ARTS Center to support an event that was held on Thursday, June 9, 2016 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). 250 -1 Donation Agreement with Orange County Children's Therapeutic ARTS Center June 21, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015- 62300). The $1,000 will be spent from Mayor Pro Tern Sarmiento's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: �a Francisco Gutierrez .-All Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 250 -2 Name: Dr. Ana Jimenez -Hama hlo; Executive Director [ cldrose: 12215 North Broadway Iclty, state, zip: Isanta Ana, CA 92706 Phone; 714 - 547 -5466 Eman; ana @occtac.org Fax: 714 - 564 -9690 (Name: IOrange County Children's Therapeutic ARTS Center Tax- Exempt Status: Is your organization a non - profit or public tax - exempt organization as elect One: d' efined under Section 501(c)(3) of the Internal Revenue Code? � F'Z Yes �❑ No ll No, you will only qualify for a credit for City - related costs far your request 6.e. permit fees, f Yes, Q Q tall time, rental rates forfacllltfes or equipment, etc.), Costs for City services vary and if 3 e.? ®9 3 ®8 9 + � Ipproved, credit may ormaynot coverfullcost of requested Cityservices. ax IDM City Services Credit ,I� ate Needed: [June 9, 2016 5 r °�,, 4iity Of Santa Iona City City Managor's Office- M -21 20 Civic Center Plaza ,r { �` Donation Request P.O. Box 1988 Santa Ana, CA 92702 ,s �'�" Direct Payment Amount �—QOQ '41 l 647.5200 Name: Dr. Ana Jimenez -Hama hlo; Executive Director [ cldrose: 12215 North Broadway Iclty, state, zip: Isanta Ana, CA 92706 Phone; 714 - 547 -5466 Eman; ana @occtac.org Fax: 714 - 564 -9690 (Name: IOrange County Children's Therapeutic ARTS Center Tax- Exempt Status: Is your organization a non - profit or public tax - exempt organization as elect One: d' efined under Section 501(c)(3) of the Internal Revenue Code? � F'Z Yes �❑ No ll No, you will only qualify for a credit for City - related costs far your request 6.e. permit fees, f Yes, Q Q tall time, rental rates forfacllltfes or equipment, etc.), Costs for City services vary and if 3 e.? ®9 3 ®8 9 + � Ipproved, credit may ormaynot coverfullcost of requested Cityservices. ax IDM City Services Credit ,I� ate Needed: [June 9, 2016 IMayorlCOUnollmombor: Sarmiento mount Requested: Donation Request #: DR Direct Payment Amount �—QOQ '41 Event Dato: Jun @9 2016 , Event Time: 6:00 pm Requested: + Eligibility Met: YES / NO Approved Amount: F t l.ocatloru ss, City, State, Zip The Estate Building In Downtown Santa Ana - 207 West Second Street, Santa Ana, CA 92701 Date: A celebration of Santa Ana students Art work and professional artists in the heart of Downtown, Santa Ana Artist M(lagel Description of Elementary and Middle school students from the Santa Ana Unified School Dlstrictwlll exhibit their Artwork and share their Events Purpose: artlstic efforts throughout the yeanvlth their parents, family members, friends and the Santa Ana community. Professional Artists will also exhibit their work to motivate and Inspire students to continue learning and reach for higher standards. me cityof Santa Me laavibrantANstta mmmuni(yvAes many pmlesslw+et anisls. sanfa Ma also has many talented youth wdstsl This evontvAl celebrate Me An ammpilshm4nls of Snout Ana youth, and pobillvely hnpauthelr solhasteern, pride and self- confidenw. Students will be exated to share Near MwontwlW Vselr parents, Community Benefit: femdy members and the communib. In eddiabn, youN will lean nom pmfamlonalards1s and be Nsplred by Nalrwark tpo.F,nt,mwre, this is an exnelknt edurat.nal expedenm for parents not only to sea Nelr students work, but also vim professional anwark. Many famlllas Nat No N Santa Me havo Run eayosu a to pmfesslonal a hibits end Mll leamto value this Atl loan. nna ^y, Nis isa9r¢ aI OPPSMnllybinlogmt ®boN NO Pubstz wmmuruly with ouraanta Ma /amities) Applidant Signglura: ° l r a: f_ (Mal- City Manager's Office -M -31 Email: donalionreguest @sanfa- ana.org 20 Civic Center Plaza Pax; (714) 647 -6964 P.O. Box 1988 Santa Ana, CA 92702 Revised 11/16/2015 EXHI IT 1 25-3 r "'>Y iata`IRrM1l� . ., rdn, ate, 2a ° r dare Donation Request #: DR Council Meeting bate: Reference 0 on all related OWs Eligibility Met: YES / NO Approved Amount: City Manager Signature: Date: Revised 11/16/2015 EXHI IT 1 25-3 250 -4 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on JUNE 21, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER, 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 EDUCATING STUDENTS AND THEIR FAMILIES ON ART FUNDAMENTALS ( "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 MAYOR PRO TEM VICENTE SARMIENTO, believes there is a public purpose in supporting the Commrmity Benefit because it will CELEBRATE THE ARTISTIC ACCOMPLISHMENTS OF SANTA ANA YOUTH. 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 a one -time payment of ONE THOUSAND DOLLARS ($1,000) for a past event that was held on Thursday, June 9, 2016, 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 fluids, Recipient agrees to use the fiends only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the fiends 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 funds pursuant to Section 3.2 below. 3.2 Tern Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. 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 aimtltm. 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 Exhibit 2 250 -5 CITY OF 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,A 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 reimbtuse 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 -- 2 250 -6 RECOMMENDED FOR APPROVAL CITY OF SANTA ANA By: By: Robert C. Cortez Special Assistant to the City Manager City Manager's Office Attest: 0 David Cavazos City Manager Maria D. Huizar Clerk of the Council Approved as to Form: By: in/.� Ahn M. Funk Assistant City Attorney ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Title 250 -7 250 -8 wum l =wl CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION AGREEMENT WITH ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER TO SUPPORT AN ART EXHIBIT (STRATEGIC PLAN NO. 5,4) c CITY MANAG 1:I*lo]inIJi14z17��7a[��[�7�1 CLERK OF COUNCIL USE ONLY: _0200• 51 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2 n 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 Orange County Children's Therapeutic ARTS Center for a one -time donation amount of $250, 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 Reyna recommends appropriating $250 to Orange County Children's Therapeutic ARTS Center to support an event that was held on Thursday, June 9, 2016 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). 25P -1 Donation Agreement with Orange County Children's Therapeutic ARTS Center June 21, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015- 62300). The $250 will be spent from Councilmember Reyna's 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 25P -2 a,,,1x City Manager's Office — M•31 .i City of Santa Ana 20 Civic Center Plaza ,u s Donation R6gU @SL P.O. Box 1988 Santa Ana, CA 92702 ''Z"Q° (714) 647 -5200 IName; I Orange County Children's Therapeutic ARTS Center lanizatlon a non -profit or public tax- exempt organization as ISelect One: of the Internal Revenue Code? 7 Yes ❑ No will only quality fora credit for City- related costs for your request (i.e. permit fees, if Yes, rental rates for facilities or equipment, etc.).Costs for City services vary and if _ g 3 ®8 91 credit may ormaynot coverfull cost ofrequested City services. axlD #; s-e `v .= 2s.- ty yw^ ui^,.re} a �...- �City 9ervicea Credit ��� Date Needed: I»�� June 9, 2016 MayorlCOUncllmember; Reyna ountRequested: I Approved Amount: City Manager Signature: Direct Payment Amount ��� Event Date: e �[� June 9 2016 Event Time: �';(�� 111 �p m Requested: Event Locatlon: Address, Ctrg State, 21p The Estate Building In Downtown Santa Ana - 207 West Second Street, Santa Ana, CA 92701 A celebration of Santa Ana students Art work and professional artists in the heart of Downtown, Santa Ana Artist Mi agel Description of Event/ Purpose: Elementary and Middle school students from the Santa Ana Unified School District will exhibit their Art work and share their artistic efforts throughout theyearwith their parents, family members, friends and the Santa Ana community. Professional Artists will also exhibit thelrwork to mo8vate and Inspire students to continue learning and reach for higher standards. Community Benefit: The 0Iy of aanla An015 0 V!brAnt Adiepe Comman!y aftb many notassnoted goosed. Santa Ana also has Mal talented youth artatal This event Ml adebrale the Alt oaomplishatenb of Santa Anayouth, and PositNaly Impeat Ihelr selPssteem, pride and.0- aaafidanra, stu&rtsmll be extlted to share Ihar Adworbxilh thePparents, famllymemhalsandulewmvmn'lly. In eddMon, youth V-1 lead from prelesslanal aNsts and be lasp!rad by thelrwOR too. Fudhermnre,thlab en axce!!enl educaEOnel expedenoe for parents not only to see Italy studenbwak but shovtaw prof sserat art vmrk Many WOW that INe InSanta Ana have riffle exposure to professorial AAlbhs endwlll loam to luo th!sAdro.,No.11y this Is great oppoMrJH to Integrate born the Artists wmamntlyveth ouraanta Ana famlesl .........._ C_...Appllcerit Signature: , r a Date May '131 2016 '. ;: �� :. Mall: City Manager's Office —M•31 Email: donationrequest@santa- ana.org 20 Civic Center Plaza Fax: (714) 847 -6984 P.O. Box 1988 Santa Ana, CA 92702 Revised 11116/2015 2SP1 S ll�JN Crt fOib+3t DR • Council Meeting Date: It }I�'n." age, �re,n r_°,'tt'1 " "��o-"'�AWom ^s� ;i;?i �'_ ✓3- 3-Y.wt Donation RequestM Iteferenca It on all felated DPVS Eligibility Met: YES 1 NO Approved Amount: City Manager Signature: Date: Revised 11116/2015 2SP1 S 25P -4 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on JUNE 21, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER, 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 fiuiding to assist Recipient in EDUCATING STUDENTS AND THEIR FAMILIES ON ART FUNDAMENTALS ( "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 ROMAN REYNA, believes there is a public purpose in supporting the Community Benefit because it will CELEBRATE THE ARTISTIC ACCOMPLISHMENTS OF SANTA ANA YOUTH. 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 a one -time payment of TWO HUNDRED FIFTY DOLLARS ($250) for a past event that was held on Thursday, June 9, 2016, 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 fluids, Recipient agrees to use the fields only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the finds 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 fiends 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 through Recipient's Rill expenditure of the funds. 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 pursuantt 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 1 Exhibit Z 25P -5 CITY OF SANTA ANA DONATION AGRrENIENT 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 farms, 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 land 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. 2 25P -6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL CITY OF SANTA ANA By: Robert C. Cortez By: Special Assistant to the City Manager David Cavazos City Manager's Office City Manager Attest: C Maria D. Huizar Clerk of the Council Approved as to Form: By: uz M. Funk Assistant City Attorney ORANGE COUNTY CHILDREN'S THERAPEUTIC ARTS CENTER a 501(e)3 NON - PROFIT ORGANIZATION By: Signature Name Title 25P -7 25P -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION AGREEMENT WITH BOWERS MUSUEM TO SUPPORT AN ART EXHIBIT (STRATEGIC PLAN NO. 5,4) CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _••:• .o ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" 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 an agreement with Charles W Bowers Museum Corporation for a one -time donation amount of $1,000, 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. Mayor Pro Tern Sarmiento recommends appropriating $1,000 to the Bowers Musuem to support an ongoing exhibit, 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). 25Q -1 Donation Agreement with Bowers Museum June 21, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015 - 62300). The $1,000 will be spent from Mayor Pro Tern Sarmiento's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: �5 Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 25Q -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 Name: Latin American Arts Council of Bowers Museum --------- - ---- -- 1- .- --- I­ --- ---- -- ---- - -- ---- - -- - ---- Tax-Exempt Status; Is your organization a non-profit of public tax-exempt organization as 16elect One: y,, ;defined under Section 601(c)(3) of the Internet Revenue Code? ONo If No, you will only qualify fore credit for City - related costs foryournequest (i.e. permit fees, ------ staff time, rental miss for facilities or equipment, etc.). Costs for City services vary and it approved, credit may or may not cover full cost of requested City services. I Yale 133-0106161 17ax to City Services Credit $ Data Needed: Mayorfcouncilmombar; Sarmlento mount Requested: !Direct Payment Amount $1,000 Event Date: Event Time: Requested: Event Location: Bowers Museum 2002 N. Main Street, Santa Ana, CA 92706 Address, City. State. zip To support the activities of Latin American Arts Council of Bowers Museum Description of Event/ Purpose: pertaining to the exhibit: Virgin of Guadalupe:lmages in Colonial Mexico. The Latin American Arts Council supports the Bowers Museum in presenting programs iCommunity Benefit: and exhibits that display the b t '7 d history of the arts and culture of Latin America. '7u y an Applicant Signature: Date: June 9, 2016 04_�__X�­__ - — ____ -------- ---------- Mail: City Manager's Office —M -31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 C"' YES , 610 �Hq ssynatwre Email: donationrequest@santa-ana.org Fax: (714) 647-6964 I" ... JnCO IVtaetmg Dat2 'l'*Pro'od '�n:ot .... Revised 11/1612015 25Q -4 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARLES W BOWERS MUSEUM CORPORATION PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on JUNE 21, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and CHARLES W BOWERS MUSEUM CORPORATION, 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 SUPPORTING THE ACTIVITIES OF THE LATIN AMERICAN ARTS COUNCIL OF BOWERS MUSEUM PERTAINING TO THE EXHIBIT "VIRGIN OF GUADALUPE: IMAGES IN COLONIAL MEXICO" ( "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 MAYOR PRO TEM VICENTE SARMIENTO, believes there is a public purpose in supporting the Community Benefit because it will PRESENT PROGRAMS AND EXHIBITS THAT DISPLAY THE ARTS AND CULTURE OF LATIN AMERICA. 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 a one -time payment of ONE THOUSAND DOLLARS ($1,000) for an ongoing event, 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 terms 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. 12 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's fall expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City tenminate 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. 1 Exhibit 2- 25Q -5 CITY OF SANTA ANA DONATION AGRI;RME,NT Page 2 of 3 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the Kinds 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 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 Conununity 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 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. 2 25Q -6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL By: Robert C. Cortez Special Assistant to the City Manager City Manager's Office 3 CITY OF SANTA ANA By: David Cavazos City Manager Attest: to Maria D. Huizar Clerk of the Council Approved as to Form: By: Win M. Funk Assistant City Attorney CHARLES W BOWERS MUSEUM CORPORATION a 501(e)3 NON - PROFIT ORGANIZATION By: Signature T as e Title 25Q -7 25Q -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION TO SUPPORT A SENIOR CITIZEN RESOURCE FAIR (STRATEjGIC PLAN NO. 5,4) I CITY MANA RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: QW00067AWD ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2 r Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve a donation request from the California Department of Health Care Services for a one- time donation in the amount of $375.80. 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. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Councilmember Tinajero recommends appropriating $375.80 in donation funds to support a senior citizen resource fair that took place on Saturday, June 4, 2016, in response to a donation request submitted by the California Department of Health Care Services (Exhibit 1). Upon approval of the donation request, funds in the amount of $375.80 will be appropriated to pay for City fees, including facility reservation fees, staff fees, and liability insurance fees. These costs are outlined in the PRCSA Rental Contract/Permit (Exhibit 2). 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). 25R -1 Donation to Support a Senior Citizen Resource Fair June 21, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the FY 2015- 16 General Non - Departmental account (01105015- 62300). The $375.80 will be spent from Councilmember Tinajero's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: �N c .cvor', to T� Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Rental Contract/Permit 25R -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 (D (714) 647-5200 Name: 1 RITA CRUZ GALLEGOS Address: 1400 K Street, Suite 204 city, State, 7jp: Sacramento, CA 95814 jPhomn 1951.468.5712 Email: rita@harbageconsulting.com Fax: :916.662.7982 Name: California Department of Health Care Services Tax-Exempt Status: Is your organization anon -profit or public tax-exempt organization rga as defined under Section 501(c)(3) of the Internal Revenue Code? iselect One: ❑ Yes (Direct Payment Amount Requested; No If No, you wig only qualify for a credit for City-related costs for your request (i.e. permit to Yos' sslaff time, rental rates for focliffles or equipment, etc.).Costs for City services vary and if of approved, credit may or may not cover full cost of requested City servica& Tax to City Services Credit Amount Requested: i f I 375.80 Date Needed: MayoriCounclimembor: Tinajero (Direct Payment Amount Requested; Event Data: 06.04.16 Event Timoz ;Sam 'I pm !EventLocation: The Salgado Community Center, 706 N. Newhope St., Santa Ana, CA 92703 i Address, City. State, Zip �Descrlptlon !Town Hall Resource Fair for The Senior Community of !Event/ Purpose: Educational Seminar on The Coordinated Care Initiative/OneCare Connect for I CommunityBorlefit: Medicare & Medk al Services For The Senior Community Applicant Signature: DOW May 17, 2016 !Mail: City Manager's Office --M -31 Email: done I tionrequest I @son - to-ana.or 11 g 20 Civic Center Plaza Fax: (714) 647-6954 P-O. Box 1988 Santa Ana, CA 92702 Donation Requestit: DR Council Meeting Date: 4'f'd"dVr1V�; I Eligibility Mot: YES I NO Approved Amount: City Manager Signature: Date: Revised 1111612016 25R -4 aG i,dN ,e CI'I'ij OF SANTA, ANA .Parks, Recreation and Community Services Agency 26 Civic Center Plaza, { P.O Box 1988, SantaATla,CA92702 Rental Contract / Permit - v.2 Printed. 07 Jun 2016, 12:29 PM User: mballeza Contract #: 18312 User: mballeza Date: 07 Jun 2016 Status: Tentative Parks, Recreation and Community Services Agency, 26 Civic Center Plaza, 2nd Floor, P.O. Box 1988, Santa Ana, CA 92702 - M -75 hereby grants City of Santa Ana & OCCORD (hereinafter called the "Licensee ") represented by Julie Castro - Cardenas, permission to use the Facilities as outlined, subject to the Terms and Conditions of this Agreement contained herein and attached hereto all of which form part of this Agreement. It is the Permittee's responsibility to provide a copy of this permit to each facility user or coach that uses the facility. The facility user or coach must present this permit to City representatives when requested to do so to identify themselves as the authorized user of the facility. 1) Purpose of Use ii) Conditions of Use iii) Date(s) and Time(s) of Use Facility/Equipment Salgado Center Complex Multipurpose Room A (Multi- Purpose Room) Meeting - Community Group OneCare Connect Town Hall Meeting & Resource Fair It of Bookings: 1 Day Start Date Sat 04 Jun 2016 Starting: Sat 04 Jun 16 08:30 AM Ending: Sat 04 Jun 16 11:00 AM Start Time End Date 08:30 AM 04 Jun 2016 iv) Additional Fees Extra Fee - Bookings Hours Quantity Staff Supervision - Facilities (per 1 /2hr) 2.30 5 2:30 5 v) Payment Method Rental Fees Extra Fees Tax Rental Total Damage Deposit $92.80 $54.60 $0.00 $147.40 $0.00 Balance of rental due and payable immediately. vi) Other Information vii) Additional Notes Multipurpose Room A (Multi- Purpose Room) - Salgado Center Complex End Time 11:00 AM Charge $54.60 $54.60 Total Applied Balance Current $0.00 $147.40 $0.00 Permittee agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, or restitution, arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the permittee and guest or its agents, employees, or other persons acting on their behalf which relates to the Permit granted herein; and (2) from any claim that personal injury, damages, or restitution, is due by reason of the terms of or effects arising from this Permit. This indemnity and hold harmless agreement applies to all claims for damages, or restitution suffered, or alleged to have been suffered, by reason of the events referred to in this Section. X: Julie Castro- Cardenas City of Santa Ana & OCCORD 20 Civic Center Plaza Santa Ana CA 92701 USA Intl Name: Title: 2W6 Page :1 Expected:0 Fee XFee Tax Total $92.80 $54.60 $0.00 $147.40 Tax Total $0,00 $54.60 $0.00 $54.60 Total Applied Balance Current $0.00 $147.40 $0.00 Permittee agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, or restitution, arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the permittee and guest or its agents, employees, or other persons acting on their behalf which relates to the Permit granted herein; and (2) from any claim that personal injury, damages, or restitution, is due by reason of the terms of or effects arising from this Permit. This indemnity and hold harmless agreement applies to all claims for damages, or restitution suffered, or alleged to have been suffered, by reason of the events referred to in this Section. X: Julie Castro- Cardenas City of Santa Ana & OCCORD 20 Civic Center Plaza Santa Ana CA 92701 USA Intl Name: Title: 2W6 Page :1 Printed: 07 Jun 2016, 12:29 PM User: mballeza Rental Contract / Permit - v.2 Contract #: 18312 User: mballeza Date: 07 Jun 2016 Status: Tentative Home: () Business: (714) Fax: (714) Parks, Recreation and Community Services Agency Date: Date: MMI Page:2 0 0 • • CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: DONATION AGREEMENT WITH ORANGE COUNTY COMMUNITY FOUNDATION TO SUPPORT THE SANTA ANA POLICE ATHLETIC AND ACTIVITY LEAGUE (STRATEGIC PLAN NO. 5,4) CITY MANA RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st 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 Orange County Community Foundation to support the Santa Ana Police Athletic and Activity League for a one -time donation amount of $600, 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 Council 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. Mayor Pro Tern Sarmiento recommends appropriating $600 to the Orange County Community Foundation to support an ongoing program, the Santa Ana Police Athletic and Activity League, 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). 25S -1 Donation Agreement with Orange County Community Foundation June 21, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015- 62300). The $600 will be spent from Mayor Pro Tern Sarmiento's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: 1 C`C16 C� 1 Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 25S -2 .. City of Santa Ana {` Donation Request Name: KENNEYAGUILAR Address: 2627 W. McFADDEN AVE. City, state, zip: SANTA ANA, CA 92704 Email: KAguilar @santa - ana.org City Manager's Office — M•31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647 -52.00 Title: POLICE OFFICER /DIRECTOR Phone: (714) 647 -6591 Fax: (714) 835-2289 Description of !.Supplemental Santa Ana Police Athletic & Activity League program service 'Event /Purpose: delivery. r, .uoii Reym a. �:I�xa s . kieaf�i2 ..'aim: Exhibit 1 Revised 11/16/2015 25S -3 25S -4 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY COMMUNITY FOUNDATION 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on JUNE 21, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and ORANGE COUNTY COMMUNITY FOUNDATION, a California 501(e)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 DELIVERING SCHOOL, ART, AND PROGRAM SUPPLIES TO AT -RISK YOUTH THROUGH THE SANTA ANA POLICE ATHLETIC AND ACTIVITY LEAGUE PROGRAM" ( "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 MAYOR PRO TEM VICENTE SARMIENTO, believes there is a public purpose in supporting the Community Benefit because it will PROVIDE A COMPREHENSIVE COMMUNITY PROGRAM THAT FOCUSES ON BUILDING A BOND BETWEEN YOUTH AND POLICE THROUGH EDUCATION AND FITNESS ACTIVITIES. 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 a one -time payment of SIX HUNDRED DOLLARS ($600) for an ongoing event, 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 terms 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 through Recipient's full expenditure of the funds. 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. 1 Exhibit 2 25S -5 CITY OF SANTA ANA DONATION .AGREEMENT Page 2 of 3 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 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 injruies 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 agraelnent 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. 2 25S -6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL CITY OF SANTA ANA By _ Robert C. Cortez By: Special Assistant to the City Manager David Cavazos City Manager's Office City Manager Attest; C Maria D. Huizar Cleric of the Council Approved as to Form: By. �% 7 lm M. Funk Assistant City Attorney ORANGE COUNTY COMMUNITY FOUNDATION a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Titte 25S -7 25S -8 [410191111110 Lei A -. "Ok CITY COUNCIL MEETING DATE JUNE 21, 2016 TITLE: EMERGENCY ORDINANCE ADOPTING A 45 -DAY MORATORIUM ON THE ESTABLISHMENT, OPERATION OR EXPANSION OF ANY BOARDINGHOUSE, LODGING HOUSE, ROOMING HOUSE USE OR MULTIPLE TENANCIES IN A SINGLE APARTMENT UNIT RECOMMENDED ACTION 3 C+ � 11111 4 j: (p ] j[ +i •111 kj [� 3 I 41M ~ i 4r+7 kj I *:• E ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading 0 Ordinance on 2 "d Reading ® Implementing Resolutlon ❑ Set Public Hearing For_„ CONTINUED TO FILE NUMBER Approve an emergency ordinance adopting a 45 -day temporary moratorium on the establishment, operation or expansion of any boardinghouse, lodging house, rooming house or multiple tenancy in a single apartment unit. DISCUSSION Management for at least one apartment complex in the City has expressed the intent to rent individual apartment units to separate tenants. As in boardinghouses, lodging houses and rooming houses, the management would rent a bed in a bedroom with two or more beds. Although common tenants would have access to shared living, bath and kitchen areas, they would not necessarily share household responsibilities or activities. Current provisions of the Santa Ana Municipal Code (SAMC) do not clearly define or identify boardinghouse, lodging house, rooming houses or regulate multiple tenancies in a single apartment unit. Further, staff has received numerous calls from apartment complex residents and neighborhood representatives related to potential impacts on parking supply, increased traffic and other impacts affecting the quality of life in both the apartment complex and the surrounding community. As such, staff needs time to analyze the Santa Ana Municipal Code to review, study and revise the existing Code in order to respond to recent concerns relating to the impacts of short -term residential rentals in the City. The proposed interim ordinance will prohibit the establishment, operation or expansion of any boardinghouse, lodging house, rooming house uses and multiple tenancies in single apartment units for a 45 -day time period. 50A -1 Multiple Tenancy Moratorium June 21, 2016 Page 2 During the 45 -day interim ordinance period, a zoning study will be performed which will assist in the preparation of a permanent ordinance amendment to regulate these uses. An update on further study of this issue and a public hearing to consider extension of the moratorium or adoption a permanent ordinance will be scheduled for the August 2, 2016 City Council meeting. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 5 - Community Health, Livability, Engagement and Sustainability, Objective No. 4 (support neighborhood vitality and livability). FISCAL IMPACT There is no fiscal impact associated with this action. Has ani, A4 P Executive Director Planning and Building Agency CN:rb cn\.sober living \rtca multi tenant apartments.45moratorium 6 -21 -16 Exhibit: 1. Ordinance 50A -2 ORDINANCE NO. NS -XXX AN EMERGENCY ORDINANCE OF THE CITY OF SANTA ANA ADOPTING A 45 -DAY TEMPORARY MORATORIUM ON THE ESTABLISHMENT, OPERATION OR EXPANSION OF BOARDINGHOUSE, LODGING HOUSE, ROOMING HOUSE USES AND MULTIPLE TENANCIES IN A SINGLE APARTMENT UNIT THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of Santa Ana hereby finds, determines and declares as follows: A. The City has been made aware of a business entity that may be planning to rent single apartment units to multiple separate tenants. The resulting use could be defined as a boardinghouse, lodging house or rooming house. B. Current provisions of the Santa Ana Municipal Code ( "SAMC) do not: 1. Clearly define boardinghouse, lodging house or rooming house uses or take into account the potential impacts associated with allowing multiple tenancies within a s i n g I e apartment unit; 2. Permit these uses within the R- 1(Single Family Residence), R -2 (Two Family Residence) or R -4 (Suburban Apartment) zoning districts; or 3. Permit these uses within the R•.3 (Multiple - Family Residence) zoning district without a conditional use permit. As such, provisions of the Santa Ana Municipal Code require review, study, and possible revision in order to respond to recent concerns relating to the impacts of permitting boardinghouse, lodging house or rooming house uses or the renting of single apartment units to multiple separate tenants in the City. C. Given these concerns, the City Council hereby requests that a study be undertaken of the current provisions of Chapter 41 of the SAMC to: 1. Address potential impacts of boardinghouse, lodging house or rooming house uses or the multiple tenant occupancy of apartment units; and 2. Determine whether such uses should be permitted inthe City, and 3. If permitted, where such uses should be allowed and underwhat conditions. D. If a boardinghouse, lodging house, rooming house uses, or multiple tenant occupancy within a single apartment unit is permitted in an apartment house or multiple family dwelling within the City without further review and potential Ordinance No. NS- Page 1 of 4 y 1 J regulation, it will pose a serious threat to the public interest, health, safety and welfare for the following reasons: 1. The above - described unregulated uses reasonably threaten to create increased parking demand that was not anticipated by existing parking requirements for multi- family uses. This demand may negatively impact the quality of life for other residents within the multi - family development. 2. Parking impacts created by the above - described unregulated uses reasonably threaten to create increased parking demand on adjacent streets and in adjacent neighborhoods, thereby negatively impacting the quality of life within these neighborhoods. 3. The above - described unregulated uses reasonably threaten to increase traffic within the apartment complex and negatively impact the quality of life for other residents within the multi - family development. 4. Increased traffic created by the above described unregulated uses reasonably threatens to negatively impact the quality of life within the surrounding neighborhoods. 5. The above- described unregulated uses threaten to undermine the purpose of the City zoning ordinance by: allowing inappropriate use of land, potentially destabilizing or reducing property values within adjacent neighborhoods, creating an undue concentration of population, and increasing congestion on adjacent streets. E. Prevention of detrimental impacts to residents, the public interest, health, safety and welfare requires the immediate enactment of this ordinance. The absence of this ordinance will create a serious threat to the orderly and effective implementation of existing ordinances and the general plan as well as any code amendments, general plan amendments or specific plan amendments which may be adopted by the City; boardinghouses, lodging houses, rooming houses or multiple tenancy in single apartment units may be in conflict with or frustrate the contemplated updates and revisions to the Code. Moreover, permitting such uses during said studies and implementation would create impacts on the public health, safety and welfare that the city council, in adopting this ordinance, has found to be unacceptable. F. The Request for Council Action for this ordinance dated June 21, 2016 and duly signed by the Executive Director of the Planning and Building Agency shall, by this reference, be incorporated herein, and together with this ordinance, any amendments or supplements, and oral testimony constitute the necessary findings for this ordinance. Section 2. No boardinghouse, lodging house, rooming house uses, or multiple tenant occupancy within a single apartment unit is permitted within any residential zoning districts as defined in Article II of Chapter 41 of the Code. Ordinance No. NS- Page 2 of 4 y 1 1 I Section 3. Any ordinance declared by the City Council to be necessary as an emergency measure for preserving the public peace, health and safety, and containing a statement of the reasons for its urgency, may be introduced and adopted at one and the same meeting if passed by the affirmative votes of at least two - thirds (2/3) vote of the City Council members pursuant to Section 415 of the City Charter and shall be immediately effective pursuant to Section 417 of the City Charter. Further, California Government Code Section 65858 authorizes the City Council to adopt an interim urgency ordinance, without following the procedures otherwise required for the adoption of an ordinance, to protect the public safety, health, and welfare, prohibiting any uses that may be in conflict with a contemplated general plan, specific plan, or zoning proposal that the City Council, Planning Commission or the planning division is considering or studying or intends to studywithin a reasonable time. Section 4. This ordinance shall have no further force and effect forty -five (45) days from the date of its adoption; unless, however, after public hearing the City Council members, by two- thirds (2/3) vote, extend this ordinance for an initial period of ten (10) months and fifteen (15) days and thereafter, after public hearing, the City Council members, bytwo- thirds (2/3) vote, extend this ordinance one more year. Section 5. It shall be unlawful and a misdemeanor for any person to violate or fail to comply with any provision of the ordinance. The violation of any provision of this ordinance shall be punished as provided in Section 1 -8 of the Code. Section 6. If any section, subsection, phrase, or clause of this ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, phrase or clause thereof irrespective of the fact that any one or more sections, subsections, phrases, or clauses be declared invalid or unconstitutional. Section 7. The Clerk of the Council shall certify to the adoption of this ordinance and cause the same to be published in the manner prescribed by law. Section 8. This ordinance is introduced, passed and adopted at one and the same meeting and is thereafter immediately effective. The City Council finds that this ordinance is necessary to protect the public safety, health and welfare. The reasons for the emergency are set forth in Section 1, paragraphs A -F, inclusive of this ordinance. Ordinance No. NS- Page 3 of 4 y 1 ADOPTED this day of 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: r c Ji.,...- 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: Ordinance No, NS- Page 4 of 4 Clerk of the Council City of Santa Ana y 1 M REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: PROPOSED ORDINANCE TO ADD SECTION 2 -111 TO THE SANTA ANA MUNICIPAL CODE REQUIRING MAYOR AND COUNCIL MEMBER DISQUALIFICATIONS AFTER RECEIVING A LEGAL DEFENSE FUND CONTRIBUTION CITY MANA RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 96' Reading ❑ Ordinance on 2nd Reading ® Implementing Resolution ❑ Set Public Hearing For,_ CONTINUED TO Consider proposed ordinance to add Section 2 -111 to the Santa Ana Municipal Code requiring Mayor and Counciimember disqualification after receiving a contribution in the amount of $250 or more to a Legal Defense Fund, In California, the Political Reform Act' (PRA) Is the primary state law source of campaign finance and disclosure laws, While the PRA regulates the disclosure of campaign contributions and expenditures during elections, It does not establish campaign contribution limits for local candidates. Like lather cities and counties, and as permitted by the PRA, Santa Ana has adopted its own contribution limits and other restrictions for individuals seeking local Office, 2 Santa Ana's regulations, however, do not extend to legal defense funds, The Political Reform Act permits a local candidate or elected officer to establish a separate fund for legal defense, If the candidate or officer Is subject to one or more civil, criminal, or administrative proceedings arising directly out of the conduct of an election campaign, the electoral process, or the performance of the officer's governmental duties. Contributions raised for legal defense must be held in a separate bank account, and funds raised for legal defense may be spent "only to defray attorney's fees and other related legal costs," Gov, 1. Codined at Government Code sections 81000-91014, the PRA also sets ethics standards and conflict -cf- interest rules for state and local government officials, regulates lobbying activity, and establishes gift and honoraria limits. 2 Under the PRA, cities retain authority to impose such limits, Gov. Code § $5703(a) ("Nothing In this act shall nullify contribution limitations or prohibitions of any local Jurisdiction that apply to elections for local elective office, except that these limitations and prohibitions may not conflict with Section 95312. "). Sea also Elections Code § 10202 ( "A city may, by ordinance or resolution, limit campaign contributions In municipal elections. ") 50B -1 Proposed ordinance creating disqualification of Mayor or Councilmembers after receiving a legal defense fund contribution June 21, 2015 Page 2 Coda § 55304.5(a) -(b). Legal defense funds may not be used toward expenses for fundralsing, media or political consulting fees, mass mailing or other advertising. Gov, Code § 55304.5(d) (referring to Gov, Code § 55304). Nor may they be used for the payment or reimbursement for a fine, penalty, judgment, or settlement. Gov. Code § 85304.5(d) (referring to Gov. Coda § 35304), Local agencies have explicit authority to place limitations on contributions to any separate legal defense fund established by a local candidate or office holder. At the May 19, 2015 Code of Conduct and Ethics Council Committee meeting, the Committee directed staff to prepare an ordinance for the adoption of legal defense fund contribution disquallflcatlon rules for the Mayor and Counollmembers that are similar to the City Charter disqualification that results from campaign contributions. The Intent of the ordinance is to limit the perception of undue Influence. As such, the proposed ordinance provides that neither the Mayor, nor any Councilmember shall participate in or influence any City Manager or City Council decision where that decision may have a financial impact on any person or any entity that has made a legal defense fund contribution of $250,00 to the Mayor or Councilmember or any committee controlled by them. The proposed ordinance extends the disqualification for any Individual who has more than a 10 percent Interest in any entity, or is a director, partner or officer of any entity that made a contribution and may receive a financial benefit from such a decision, STRATEGIC PLAN ALIGNMENT n/a FISCAL IMPACT There Is no fiscal Impact associated with this action, A" A-) V� &MOW- Sonia R. Carvalho City Attorney 50B -2 SRC 06/01/2016 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY ADDING A NEW SECTION 2- 111 REQUIRING MAYOR AND COUNCIL MEMBER DISQUALIFICATIONS AFTER RECEIVING A LEGAL DEFENSE FUND CONTRIBUTION 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. That the California Political Reform Act permits a local candidate or elected officer to establish a separate fund for legal defense, if the candidate or officer is subject to one or more civil, criminal, or administrative proceedings arising directly out of the conduct of an election campaign, the electoral process, or the performance of the officer's governmental duties. B. That cities have explicit authority to impose limitations, restrictions and /or create consequences in relation to contributions to any separate legal defense fund established by a local candidate or office holder. Section 2. Chapter 2 of the Santa Ana Municipal Code is hereby amended by adding a new Section 2 -111 to read as follows: "Sec. 2.111. - Disqualification due to legal defense fund contribution Neitherthe mayor, nor any councilmember, shall participate in, or use his or her official position to influence a decision to be made by the City Manager or the City Council if it is reasonably foreseeable that the decision will have a material financial effect, apart from its effect on the public generally or a significant portion thereof, on a recent legal defense fund contributor. As used herein, 'legal defense fund contributor" means any individual or entity who or which has made a legal defense fund contribution totaling two hundred fifty dollars ($250.00) or more to the mayor or a councilmember or to any campaign committee controlled by the mayor or the councilmember in the twelve -month period immediately preceding the date of the decision. For purposes of this Section 2 -111 any individual who has more than a ten percent (10 %) equity or revenue interest in the contributing entity, or anyone who is a trustee, director, partner or officer of the contributing entity, shall also be deemed a legal defense fund contributor. " 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 55394.00000\29011396.1 1 50B -3 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 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 1% 1L AI AYES: Councilmembers NOES: Councilmembers f L NOT PRESENT: Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY SS394.000M2901(396.1 2 50B -4 I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: 55394.00000\29011396.1 3 Clerk of the Council City of Santa Ana 50B -5 MEW REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 8, 2016 AND REQUESTING BOARD OF SUPERVISORS OF THE COUNTY OF ORANGE TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION WITH THE PRESIDENTIAL AND STATEWIDE GENERAL ELECTION (STRATEGIC PLAN NO. 5, 1 2 CITY MANA9f R I 1i • c CLERK OF COUNCIL USE ONLY: G"C• e ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution ordering, calling, and giving notice of a General Municipal Election to be held in City of Santa Ana on November 8, 2016 and requesting the Board of Supervisors of the County of Orange to consolidate with the General Election. 2. Adopt a resolution establishing a charge for candidates' statements to be submitted to the electorate in the November 2016 General Municipal Election. DISCUSSION In order to conduct an election, State law and the City Charter require the City Council to adopt a resolution calling for a general municipal election. The subject resolution establishes November 8, 2016 as the date for the election of the Mayor and Members of Wards 1, 3, and 5 of the City Council. Additionally, pursuant to Section 10403 of the California Elections Code, the City Council is required to formally request consolidation of the City's General Municipal Election with the Presidential, Statewide and County Election. The subject resolution fulfills this requirement by requesting that the Board of Supervisors of Orange County consolidate the general elections of November 8, 2016 and authorizes the Board of Supervisors to canvass the election returns. Finally, candidates for Mayor and the City Council may choose to have a candidate's statement sent to each voter as part of the Voter Information Pamphlet. Candidate statements are 55A -1 2016 General Election June 21, 2016 Page 2 produced at the candidates' option, not mandated, and the election code allows the Council to establish a charge to be levied against candidates in order to recover the cost of printing, handling and mailing these statements. The Orange County Registrar of Voters estimated cost for the Candidate Statement is $1,420. 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 The cost to consolidate the General Municipal Election is estimated to be $134,678. Funds for these administrative costs are available in the General Non - Departmental, Contractual Services account no. 01105015 62300 during Fiscal Year 2016 -2017. Marra D. Huizar, 0 Clerk of the Council APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Resolution Calling Election & Consolidating 2. Resolution Establishing Estimated Candidate Statement Cost 55A -2 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 8, 2016 FOR THE ELECTION OF CERTAIN OFFICERS AND ALL OTHER MEASURES AS PROPOSED OR AUTHORIZED BY THE CITY COUNCIL, AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY TO CONSOLIDATE THE GENERAL MUNICIPAL ELECTION WITH THE STATE'S GENERAL ELECTION 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. A general election of the City of Santa Ana will be held on November 8, 2016, for the purpose of electing the Mayor and Councilmembers from Wards 1, 3 and 5. B. There will be a statewide general election held on November 8, 2016. C. It is desirable that said general election of the City of Santa Ana be consolidated with the statewide general election to be held on the same date and; that within the City of Santa Ana, the precincts, polling places and election officers be the same, and that the Board of Supervisors of the County of Orange canvass the returns of both elections, in all respects as if there were only one election. Section 2. That pursuant to the requirements of Section 10403 of the Elections Code of the State of California, the Board of Supervisors of the County of Orange is hereby requested to consent to and order the consolidation of the November 8, 2016 general election of the City of Santa Ana for the purpose of electing the Mayor and Councilmembers from City Wards 1, 3, and 5 with the statewide general election to be held on the same date. The election will be held and conducted in accordance with the provisions of law regulating the statewide election. Section 3. The Board of Supervisors of the County of Orange is hereby authorized to canvass the returns of said general municipal election pursuant to Section 10411 of the Elections Code of the State of California. Exhibit 1 55A -3 Resolution No. 2016 -XXX Page 1 of 2 55A -4 Section 4, The City of Santa Ana recognizes that additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the County of Orange for any such costs. Section 5. The Clerk of the Council is hereby directed to file a certified copy of this Resolution with the Board of Supervisors of the County of Orange and a certified copy of this Resolution with the Registrar of Voters of the County of Orange. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: �V�. (/John M. Funk Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: , 2016. Miguel A. Pulido Mayor 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 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2016 -XXX Page 2 of 2 55A -5 Maria D. Huizar, Clerk of the Council 'P�PM RESOLUTION NO, 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A SYSTEM FOR CANDIDATES WHOSE STATEMENTS ARE SUBMITTED TO THE ELECTORATE IN THE 2016 GENERAL ELECTION TO PAY THE PRO RATA SHARE OF THE COST OF INCLUSION OF THEIR STATEMENT IN VOTER PAMPHLETS 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. Section 13307(c) of the Elections Code of the State of California authorizes the governing body of any local agency to require each candidate filing a statement to pay in advance to the local agency his or her estimated pro rata share as a condition of having his or her statement included in the voter's pamphlet. B. Prior to the period in which candidate statements may be filed, the Clerk of the Council shall estimate the total cost of printing, handling, translating, and mailing the candidates' statements and shall determine the pro rata share of each candidate filing a statement based upon such estimate, which is $ . The payment in advance by each such candidate of his or her prorated share shall be a condition of having his or her statement included in the voter's pamphlet. Section 2. The City Council hereby approves the process whereby: A. Prior to the period in which candidates' statements may be filed, the Clerk of the Council shall prepare a written notice distributed to all candidates at the time of issuance of the nomination papers, informing them that payment of the pro rata share amount must be made at the same time as the candidate's nomination papers as prescribed by the California Elections Code. B. The Clerk of the Council's receipt for the payment shall include a written notice that the estimate is just an approximation of the actual cost that varies from one election to another election and may be significantly more or less than the estimate, depending on the actual number of candidates filing statements. Accordingly, the Clerk of the Council shall not be bound by the estimate and may, on a pro rata basis, bill the candidate for Exhibit Z Resolution No. 2016 -XXX 55A -7 Page 1 of 3 y • additional actual expense or refund any excess paid depending on the final actual cost. In the event of underpayment, the Clerk of the Council may require the candidate to pay the balance of the cost incurred. In the event of overpayment, the Clerk of the Council shall prorate the excess amount among the candidates and refund the excess amount paid within 30 days of the election. Section 3. The Clerk of the Council shall provide each candidate or the candidate's representative a copy of this Resolution at the time when nominating petitions are issued by the Clerk. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney AYES: NOES: ohn M. Funk Assistant City Attorney Councilmembers: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2016 -XXX Page 2 of 3 55A -9 2016. Miguel A. Pulido Mayor 55A -10 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 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on m Maria D. Huizar, Clerk of the Council Resolution No. 2016 -XXX 55A-1 1 .1 1 Page 3 of 3 55A -12 o 0. ! CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: RESOLUTION FOR ISSUANCE OF BONDS RELATED TO THE WARNER INDUSTRIAL COMMUNITY ASSESSMENT DISTRICT 2015 -01 (PROJECT NO. 16 -6868) (STRATEGIC PLAN NOS. 6, 1B & 1G) TY MANAGEIV RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2 n Reading ❑ Implementing Resolution ❑ Set Public Hearing For iK•�.�nnaasir•� t7tlux21 t tl.telae7 1. Adopt a resolution to authorize issuance of Limited Obligation Improvement Bonds for the City of Santa Ana Assessment District No. 2015 -01 - Warner Industrial Community and approve documents related to the issuance of such bonds. Approve receipt of $27,443 from the Public Works Traffic & Transportation Engineering account into the Special Assessment District Capital Improvement Fund (Non -City Contribution) for FY 2016 -17, Warner Industrial Assessment District revenue account and appropriating the same into the Warner Industrial Assessment District expenditure account and authorize that the proceeds of such bonds be delivered to the Fiscal Agent for deposit in the fund established under Fiscal Agent Agreement as provided for therein. 3. Authorize the City Manager to execute prepayments totaling $27,443 for the assessment of City -owned Parcels No. 408 - 113 -11 and No. 408 - 161 -17. Approve the Financing Structure for the total estimated project cost of $6,166,831 identifying the City's share of $3,133,415 (51 percent) and parcel owners' share of $3,033,416 (49 percent). 5. Approve an Appropriation Adjustment for FY 2016 -17 recognizing receipt of funds up to $1,229,122 in bond proceeds into the WIC Capital Improvements Fund revenue account and appropriating the same into the WIC Capital Improvements Fund expenditure account, and authorize that the proceeds of such bonds be delivered to the Fiscal Agent for deposit in the fund established under Fiscal Agent Agreement as provided for therein. 6. Approve an Appropriation Adjustment in FY 2016 -17 recognizing an estimated $869,495 in assessment prepayment revenue received from Warner Industrial Community Assessment District property owners into the Special Assessment District Capital Improvement Fund (Non- 55B -1 Resolution to Issue Bonds related to the Warner Industrial Community Assessment District June 21, 2016 Page 2 City Contribution), Warner Industrial Assessment District revenue account and appropriating the same into the Warner Industrial Assessment District expenditure account. 7. Authorize issuance of a Notice to Proceed to Psomas to provide assessment district administration services for the period of June 21, 2016, through August 5, 2019, in an amount not to exceed $22,250, subject to nonsubstantive changes approved by the City Manager and City attorney, in accordance with Agreement No. A- 2015 -167 for on -call engineering services, which was executed on August 5, 2015, with the option for up to two one -year renewal options exercisable by the City Manager and the City Attorney. 8. Authorize the City Manager to execute prepayment totaling $47,441 on behalf of the Santa Ana Unified School District for assessment of their Parcel No. 408- 021 -01. 9. Authorize ongoing negotiations with the Santa Ana Unified School District for the above - referenced amount for the purpose of receiving payment of assessed prepayment value. The issuance of Limited Obligation Improvement Bonds (Bonds) and approval of documents related to the issuance of such bonds (Resolution of Issuance) will allow bond financing in a principal amount equal to the remaining unpaid assessments levied on properties within the Warner Industrial Community (WIC) Assessment District (AD) following the closure of the prepayment. The bond proceeds, together with the prepaid assessments, will fund the contribution by the property owners toward the cost of the public streets improvements in the WIC area. The City of Santa Ana owns two properties within the WIC AD. Together, these properties provide an easement to access the Santa Ana Police Department Training Facility from Castor Street (Exhibit 1). The total assessment for these properties is $38,300 if paid over the next 20 years. However to save $10,857 in administrative fees, staff recommends prepayment of these assessments in the amount of $13,107 for Parcel No. 408 - 113 -11 and $14,336 for Parcel No. 408 - 161 -17, for a total amount of $27,443. Background In July 2015, the City Council, at the request of, and in cooperation with, WIC property owners, adopted a Resolution of Intention to consider the formation of the assessment district. In April 2016, City Council held a public hearing pertaining to the declaration of the City Council's intention to form the AD, and received public testimony on the matter. Upon the closure of the public hearing, the Clerk of the Council, acting as the tabulation official, tabulated the assessment ballots. The Clerk reported that 70.3 percent of the ballots were in support of levying the assessments and, consequently, there was not a majority protest against the assessments. Following the Clerk's report, the City Council adopted Resolution No. 2016 -021 approving the report of the assessment engineer, declaring the results of the assessment ballot tabulation, and confirming the formation of the AD. 55B -2 Resolution to Issue Bonds related to the Warner Industrial Community Assessment District June 21, 2016 Page 3 Analysis Adopting the Resolution for Issuance (Exhibit 2) approves the following actions: • Issuance of the Bonds in an aggregate principal amount of the unpaid assessments. • Execution of Bond documents: • Fiscal Agent Agreement by and between the City and U.S. Bank National Association, as fiscal agent, to establish the terms and conditions pertaining to the issuance (Exhibit 3). • Preliminary Official Statement containing information regarding the AD, the Bonds, including the terms and conditions thereof, the security therefor, and the risks of investment related thereto (Exhibit 4). • Bond Purchase Agreement by and between the City and the underwriter for the Bonds to establish the terms and conditions pursuant to which the City will sell the Bonds to the underwriter and the underwriter will purchase such Bonds from the City (Exhibit 5). • Continuing Disclosure Agreement (CDA) whereby the City will agree to provide certain annual reports to the municipal bond market regarding the Bonds and the AD, and to provide reports regarding the occurrence of listed events specified in the CDA (Exhibit 6). • Establish the financial parameters to which the sale of the Bonds will be subject: • The principal amount of the Bonds will not exceed $ 2,173,500. • The principal amount will be reduced by assessment prepayments received prior to issuance of the bonds. • The interest rate on any maturity of the Bonds shall not exceed 6.50 percent. • The purchase price for the Bonds shall not be less than 98% of the aggregate principal amount of the Bonds. • The final maturity of the Bonds shall be no later than September 2, 2036. • Determination that the City will not obligate itself to advance funds from the City treasury to cure any deficiency in the redemption fund, (i.e., the fund used to pay debt service on the Bonds). Following the adoption of the resolution of issuance of the bonds, the steps below remain to complete the issuance of the Bonds and construction of the public street improvements: 55B -3 Resolution to Issue Bonds related to the Warner Industrial Community Assessment District June 21, 2016 Page 4 Approximate Date I Action Concurrent Award construction contract . July 13, 2016 ., .. ..... ................. .... ,... . Price bonds and enter bond purchase contract July 27, 2016 $1,733,415 .... Bond closing — proceeds are available September 2016 CITY CONTRIBUTION (51 %) ..... Notice to Proceed given to the contractor . November 2016 ........ Construction commences Spring 2017 Assessment District Prepay (Parcels and SAUSO) _ ..... .. ....... ........ .,.... .........., ..__...... Construction completed Financing Structure The financing structure for the WIC AD will be through Bond proceeds and City Measure M2 Local Fairshare funds. The following tables summarize all the revenue sources and proposed expenditures for the project: Revenues SOURCE OF FUNDS Fund Type CITY CONTRIBUTION City Measure M2 Local Falrshare FY 13114 & 14/15 $1,733,415 City Measure M2 Local Fairshare FY 16/17 $1,400,000 CITY CONTRIBUTION (51 %) $3,133,416 ASSESSMENT DISTRICT City Owned Parcel Prepay (City General Fund) $27,443 Assessment District Prepay (Parcels and SAUSO) $916,935 Assessment District Proceeds Principal $1,229,122 * Cost of Issuance/ Financing Costs $859,916 * $2,089,038 ASSESSMENT DISTRICT CONTRIBUTION (49 %) $3,033,416 TOTAL REVENUE $6,166,831 -it adumonar payments are received, the pnncrpar will oe reducea oy the same amount, tot a total assessment amount not to exceed $2,146,058 (excluding the City's prepayment). "The updated Costs of Issuance and Financing are estimated to be $436,301 as of June 3, 2016; the final amounts will be determined at the time of issuance. Any savings from the Cost of Issuance and Financing will be credited to the finance component of the district assessments. 55B -4 Resolution to Issue Bonds related to the Warner Industrial Community Assessment District June 21, 2016 Page 5 Expenditures PROJECT PHASE COST OF ISSUANCE Cost Item $50,000 Disclosure Counsel PRELIMINARY — Assessment District Financial Advisor $40,000 Engineering $50,000 $317,191 CONSTRUCTION Official Statement Printing $5,000 Construction Contract $3,946,915 Costs of Issuance Contingencies Contract Contingency $600,000 $30,000 Construction Administration & Inspection $442,809 $4,989,724 $4,989,724 ASSESSMENT DISTRICT ADMINISTRATION Bond Cost of Issuance $859,916 TOTAL DISTRICT COSTS $6,166,831 On August 5, 2015, the City entered into an agreement with Psomas to provide engineering services related to the preparation of the WIC AD engineering report. Staff is recommending authorization to issue a Notice to Proceed for assessment district administrative services in an amount not to exceed $22,250 (Exhibit 7). The scope of work includes annual assessment administration and delinquency management. The recommended action for the City to prepay the assessment on behalf of the SAUSD is to relieve any concerns that the bond underwriters may have related to debt that goes unpaid. The City prepayment still allows the City to attempt collection from the SAUSD. The estimated cost associated with the issuance and administration of the WIC AD bonds is $859,916. The following table details the components of this cost: COST OF ISSUANCE I FINANCING COSTS COST OF ISSUANCE Bond Counsel $50,000 Disclosure Counsel $25,000 Financial Advisor $40,000 Assessment En Ineer $50,000 Bond Re Istration, Pa in /TransferAgent $5,000 Official Statement Printing $5,000 Printing, Publication, Postage & Miscellaneous Costs $15,000 Costs of Issuance Contingencies $42,010 District Administration $30,000 Subtotal — Cost of Issuance 1 $262,010 55B -5 Resolution to Issue Bonds related to the Warner Industrial Community Assessment District June 21, 2016 Page 6 FINANCING COSTS Capitalized Interest $216,456 Bond Discount $60,700 Reserve Fund $285,750 Other Legal Expenses $15,000 Land Market Value Appraisal $20,000 Subtotal — Financing Costs $597,906 TOTAL COST OF ISSUANCE /FINANCING COSTS $859,916 Expenditures made for issuance or financing that are less than the estimated amounts in the table above shall be proportionally credited to the property assessments. Additionally, please note the estimated Cost of Issuance (COI) and Financing Costs totaling $859,916 was as of May 31, 2016 and indicated in the draft Preliminary Offering Statement (POS). However, as of June 3, 2016 the City has received a revised estimate of COI and Financing Costs in the amount of $436,301. The amounts provided are estimates and the actual amounts to be incurred will be finalized at the time of issuance and will be reflected in the corresponding bond documents including but not limited to the POS. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users), and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan [e.g., neighborhood streets, traffic improvements, etc.]). Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users) and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2016 -59 was filed for this project, and a Certification of Categorical Exemption and Statutory Worksheet have been prepared in accordance with the National Environmental Policy Act. FISCAL IMPACT All actions noted below will by reflected during FY 2016 -17 at the time of bond closing /issuance: 55B -6 Resolution to Issue Bonds related to the Warner Industrial Community Assessment District June 21, 2016 Page 7 The proposed assessment district revenue of $3,033,416 is comprised of the prepaid assessments from the City ($27,443), prepaid assessment from other property owners ($916,935), bond principal ($1,229,122), and bond proceeds for Cost of Issuance ($859,916). The prepayment amounts of $27,443 for the City's property assessments and $47,441 for the SAUSD's property assessment are available in the Public Works Traffic & Transportation Engineering fund (Account No. 01117620- 63001). An Appropriation Adjustment (FY 2016 -17) will transfer these funds into the Special Assessment District Capital Improvement Fund (Non - City Contribution), Warner Industrial Assessment District Assessment District Contributions account (No. 14917002 - 57083), and appropriate the same into the Warner Industrial Assessment District expenditure account (No. 14917660 - 66220). Approval of this action allows for the transfer of funds from the City to the fiscal agent (US Bank) funding the City's contribution towards to the transaction. An Appropriation Adjustment (FY 2016 -17) will recognize an estimated $916,935 in prepayments from other property owners into the Special Assessment District Capital Improvement Fund (Non - City Contribution), Warner Industrial Assessment District Assessment District Contributions account (No. 14917002 - 57083), and appropriate the same into the Warner Industrial Assessment District expenditure account (No. 14917660 - 66220). Approval of this action allows for the transfer of funds from the City to the fiscal agent (US Bank) funding the City's contribution towards to the transaction. An Appropriation Adjustment will recognize bond proceeds of up to $1,229,122 into the Special Assessment District Capital Improvement Fund (Non -City Contribution), Warner Industrial Assessment District Assessment donations contributions revenue account (No. 14917002- 57083, and appropriate the same into the Warner Industrial Assessment District expenditure account (No. 14917660-66220). Initial proceeds for Cost of Issuance are estimated to be up to $859,915. The bond reserve (a component of Cost of Issuance) totaling $285,750 will be deposited into the Warner Industrial Assessment District Trust and Agency account (No. 99301001 - 24047). Council approval of this action will allow the City to contract with Psomas to provide annual assessment district administrative services, including assessment fee calculation, submission of levies to County Auditor, and delinquency management, which are components of the transactions costs of issuance. Proceeds from future cost of issuance assessments will be used to pay for these services. The City's share of project costs in the amount of $3,133,415 will be available for expenditure in Fiscal Year 2016 -17 in the Measure M2 Street Construction account (No. 03217662- 66220) upon approval of a separate Council action for construction contract award. Approval of this action allows for the transfer of funds from the City to the fiscal agent (US Bank) funding the City's contribution towards to the transaction. 55B -7 Resolution to Issue Bonds related to the Warner Industrial Community Assessment District June 21, 2016 Page 8 I-red Mlousavipour Executive Director Public Works Agency FM /EWG /TC /MO /KN Exhibits: 1. Map of Assessment District 2. Resolution APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez c Executive Director Finance & Management Services Agency 3. Fiscal Agent Agreement 4. Preliminary Official Statement 5. Bond Purchase Agreement 6. Continuing Disclosure Agreement 7. Psomas NTP and Proposed Scope of Work 55B -8 =08 C 2j] 7� f� U� C C C I I l/ � e , `aY ffi i ' L HARVARD gr / HARVARO TIT FBIDHAM AV MAYWOOD AV PENDLETON AV 5 1 1 1 1 CENTRAL AV �' 1 l e I I 0 s I I a 1 1 YYY I 1 PEIDLETON AV PNA 1 ANNE ST e 1 1 CENTRAL AV 1 1 CENTRAL AV 1 1 1 1 ADAMS Rf SANTA ANA Trrm C"-OWNED PARCELS WITHIN WARNER INDUSTRIAL COMMUNITY ASSESSMENT •'ti w q� 55B -10 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CITY OF SANTA ANA ASSESSMENT DISTRICT NO. 2015 -01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BONDS, APPROVING FISCAL AGENT AGREEMENT, OFFICIAL STATEMENT, BOND PURCHASE AGREEMENT AND CONTINUING DISCLOSURE AGREEMENT AND AUTHORIZING THE EXECUTIVE DIRECTOR, FINANCE & MANAGEMENT SERVICES AGENCY TO NEGOTIATE THE TERMS OF THE PURCHASE OF THE BONDS WHEREAS, the City Council of the City of Santa Ana, California, has previously adopted its Resolution No. 2015 -30 (the "Resolution of Intention "), pursuant to the provisions of Division 12 of the Streets and Highways Code of the State of California (the "Municipal Improvement Act of 1913 ") with respect to the reconstruction of street pavement, construction of curb ramps, repair of driveway approaches, sidewalks, curbs and gutters, adjustment of surface utility frames and covers, and installation of pavement markings, together with appurtenances and appurtenant work (collectively, the 'Improvements ") within, and for the benefit of property within, an assessment district, identified as Assessment District No. 2015 -01 (Warner Industrial Community), City of Santa Ana, Orange County, State of California (the "Assessment District"), and the levy of assessments on the lots and parcels of property within the Assessment District to finance the costs of the construction of the Improvements; WHEREAS, the Resolution of Intention provides for the issuance of bonds pursuant to Division 10 of the Streets and Highways Code of the State of California (the "Improvement Bonds Act of 1915 ") to represent and be secured by unpaid assessments levied on lots and parcels of property within the Assessment District; WHEREAS, proceedings for the formation of the Assessment District and the levy of assessments on the assessable lots and parcels of property therein have been completed, the Assessment District has been formed and assessments have been levied on the lots and parcels of property therein; WHEREAS, the City Council proposes to issue bonds for the Assessment District to be designated "City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds (the "Bonds ") in an aggregate principal amount which shall not exceed the amount of the unpaid assessments on lots and parcels of property within the Assessment District, the proceeds of which will be used to finance the costs of the construction of the Improvements; EXHIBIT 2 Resolution No. 2016 -XXX Page 1 of 6 55B -11 WHEREAS, there has been made available to the City Council a form of Fiscal Agent Agreement providing for the issuance, administration and payment of the Bonds; WHEREAS, there has been presented to the City Council a form of Preliminary Official Statement describing the Bonds, the City and the Assessment District; WHEREAS, there has been presented to the City Council a form of Bond Purchase Agreement whereby Brandis Tallman LLC (the "Underwriter ") will purchase the Bonds from the City; WHEREAS, there has also been presented to the City Council a form of continuing disclosure agreement to be executed and delivered to the City with respect to the Assessment District and the Bonds (the "Continuing Disclosure Agreement') for the benefit of the owners of the Bonds in order to assist the Underwriter in complying with Rule 1502- 12(b)(5) of the Securities and Exchange Commission (the "Rule "); and WHEREAS, the City Council has determined that the Bonds should be issued and sold on the terms and conditions hereinafter specified. NOW, THEREFORE, be it resolved by the City Council of the City of Santa Ana, California as follows; SECTION 1. The above recitals are all true and correct. SECTION 2. Approval of Issuance of the Bonds. The issuance of not to exceed $3,033,415 aggregate principal amount of the Bonds in order to construct the Improvements within and for the Assessment District is authorized and approved. SECTION 3. Fiscal Agent Agreement. The form of the Fiscal Agent Agreement with respect to the Bonds by and between the City and U.B. Bank National Association, as fiscal agent (the "Fiscal Agent Agreement "), made available to the City Council at the meeting at which this resolution is adopted, is approved and the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Fiscal Agent Agreement in substantially the form made available at said meeting with such changes thereto as the Executive Director, Finance & Management Services Agency may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Appointment of Fiscal Agent. U.S. Bank National Association is appointed as fiscal agent (the "Fiscal Agent') pursuant to the Fiscal Agent Agreement, to take any and all action provided for therein to be taken by the Fiscal Agent. SECTION 5. Form of Bonds. The form of the Bonds as set forth in the Fiscal Agent Agreement is approved. The City Treasurer and the City Clerk are authorized and directed to execute by manual or facsimile signature, in the name of and on behalf Resolution No. 2016 -XXX Page 2 of 6 55B -12 of the City, the Bonds in either temporary or definitive form and to deliver the Bonds to the Underwriter as provided in the Fiscal Agent Agreement. SECTION 6. Approval of Preliminary Official Statement Preparation of Final Official Statement. The Preliminary Official Statement is approved, and the Executive Director, Finance & Management Services Agency is authorized to consent to and assist in the preparation of such modifications thereto as may be approved by Best Best & Krieger LLP, bond counsel to the City ( "Bond Counsel "), The Executive Director, Finance & Management Services Agency is authorized to determine, with the assistance of Bond Counsel, when the Preliminary Official Statement is to be deemed final within the meaning of the Rule and to deliver a certificate to that effect to the Underwriter. When the Executive Director, Finance & Management Services Agency is satisfied that the conditions specified in Section 7 hereof will be satisfied, the Executive Director, Finance & Management Services Agency may authorize the Underwriter to distribute the Preliminary Official Statement as approved hereby, or as modified with the consent of the Executive Director, Finance & Management Services Agency, to prospective purchasers of the Bonds. The Executive Director, Finance & Management Services Agency is authorized to participate in the preparation of the Final Official Statement, based on the Preliminary Official Statement, and such modification thereto as may be agreed to by Bond Counsel and the Underwriter. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized to sign the Final Official Statement on behalf of the City. SECTION 7. Sale of Bonds. The City Council approves and authorizes the issuance and sale of the Bonds by negotiation with the Underwriter pursuant to the Bond Purchase Agreement between the City and the Underwriter in the form presented to the City Council at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Executive Director, Finance & Management Services Agency and Bond Counsel. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized and directed to execute and deliver the final form of the Bond Purchase Agreement on behalf of the City upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the Executive Director, Finance & Management Services Agency and is consistent with the requirements of this resolution; provided that the interest rate on any maturity of the Bonds shall not exceed six and a half percent (6.50 %) per annum; the purchase price to be paid by the Underwriter for the purchase of the Bonds shall not be less than an amount equal to ninety -eight percent (98 %) (exclusive of original issue discount) of the aggregate principal amount of the Bonds; the last maturity of the Bonds shall be paid and redeemed no later than September 2, 2036. The Executive Director, Finance & Management Services Agency is authorized to allow original issue discount in determining the purchase price to be paid by investors who purchase the Bonds from the Underwriter if the Executive Director, Finance & Management Services Agency determines that allowing such discount will result in a lower total interest cost for the Bonds. When the Executive Director, Finance & Management Services Agency has negotiated the Bond Purchase Agreement with the Underwriter within the parameters specified above and when the other terms and conditions of the Bond Purchase Agreement are satisfactory to the Resolution No. 2016 -XXX Page 3 of 6 55B -13 Executive Director, Finance & Management Services Agency and Bond Counsel, the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized to execute and deliver the Bond Purchase Agreement on behalf of the City. All action which has been taken by or at the direction of the Executive Director, Finance & Management Services Agency prior to the adoption of this resolution with respect to the sale of the Bonds, including but not limited to the negotiation of the terms of the Bond Purchase Agreement, is ratified and approved. SECTION 8. No City Obligation. Pursuant to Section 8769 of the Streets and Highways Code of the State of California, the City Council has determined in the Resolution of Intention, and does hereby determine, that the City will not obligate itself to advance funds from the City treasury to cure any deficiency in the Redemption Fund for the Bonds established pursuant to the Fiscal Agent Agreement. SECTION 9. Approval of Continuing Disclosure Agreement. The form of the Continuing Disclosure Agreement is approved and the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized to execute and deliver the final form of the Continuing Disclosure Agreement, which may include such changes or modifications as are deemed appropriate by Bond Counsel, for and in the name and on behalf of the City. SECTION 10. Modifications. The approval of the form of the Fiscal Agent Agreement, Continuing Disclosure Agreement and Bond Purchase Agreement given by this resolution shall apply to any modification or amendment of any of said agreements which is agreed upon and approved by the City Attorney and Bond Counsel and the Executive Director, Finance & Management Services Agency as being necessary to carry out the provisions thereof and the authorization and direction provided in this resolution. SECTION 11. Further Action. The Executive Director, Finance & Management Services Agency is authorized to take any and all action which is directed by the City Attorney and Bond Counsel with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Bond Purchase Agreement and the issuance, sale and delivery of the Bonds, which in the opinion of the City Attorney and Bond Counsel is necessary in order for the authorization and direction provided in this resolution to be carried out. SECTION 12. Conditions of Approval. The approvals, authorization and direction given by this resolution are conditioned upon the satisfaction of the requirements of Section 7 hereof with respect to the issuance and sale of the Bonds. The officers of the City designated above shall not take any action with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Bond Purchase Agreement or the issuance, sale and delivery of the Bands unless and until such conditions are satisfied; provided, however, that upon satisfaction of such conditions, this resolution shall be fully effective and shall be carried Resolutior No. 2016 -XXX Page 4 of 6 55B -14 out by such officers without further approval or action of the City Council. The approvals, authorization and direction provided by this resolution shall continue, subject to the satisfaction of such conditions, until June 30, 2017, and the Bonds may be sold, and the Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, the Bond Purchase Agreement, the Preliminary Official Statement and the Final Official Statement may be dated, entered into, executed and delivered or distributed, as appropriate, on any date selected by the Executive Director, Finance & Management Services Agency and the Underwriter prior to said date. SECTION 13. Effective Date. This resolution shall take effect upon adoption and shall remain in effect until June 30, 2017, or if the Bonds are issued prior to said date, until all of the Bonds are paid at or redeemed prior to maturity. ADOPTED this 21 st day of June 2015, APPROVED AS TO FORM: Sonia R:)Carv9lho, City Attorney 0 Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor 55B -15 Resolution No. 2016 -XXX Page 5 of 6 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 55B -16 Resolution No. 2016 -XXX Page 6 of 6 FISCAL AGENT AGREEMENT by and between THE CITY OF SANTA ANA and U.S. BAND NATIONAL ASSOCIATION as Fiscal Agent Dated as of July 1, 2016 Relating to City of Santa Ana Assessment District No. 2015 -01 (Wainer Industrial Community) Limited Obligation Improvement Bonds EXHIBIT 3 55B -17 TABLE OF CONTENTS Page ARTICLE I AUTHORITY AND DEFINITIONS Section 1.01 Authority for this Agreement ................................................. ............................... 2 Section 1.02 Agreement for Benefit of Bondowners ................................... ............................... 2 Section1.03 Definitions ............................................................................... ............................... 2 Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Section 2.09 Section 2.10 Section 2.11 Section 2.12 ARTICLE II THE BONDS Principal Arnount; Designation ....... ............................... Termsof Bonds ............................... ............................... Redemption..................................... ............................... Formof Bonds ................................ ............................... E 4 fB d ...... .....I ......................... Pledge of Assessment Revenues; Transfers of Assessment Revenues 11 ........ .............................11 Redemption Fund .................................................................. ............................... 21 ...... .............................. Reserve Fund ........................................................................ ............................... 12 ........ .............................15 ARTICLE V xemon o on s.................................. .......1.....I.. "........ Transferof Bonds ..................................... ............................... Exchange of Bonds ................................... ............................... Bond Register .r. ........................................... ............................... TemporaryBonds ...................................... ............................... Bonds Mutilated, Lost, Destroyed or Sto len ............................ S ' 1 Obi' t' ...................1.....1.15 ...........................15 ...........................16 ...........................16 ...........1....I.......... 16 ........................... 16 Peega ion ................................................................. ............................... 17 Refundina.............................................................................. ............................... 17 ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS; IMPROVEMENT FUND; COST OF ISSUANCE FUND Section 3.01 Issuance and Delivery of Bonds ........................................... ............................... 17 Section 3.02 Application of Proceeds of Sale of Bonds ............................ ............................... 18 Section 3.03 Improvement Fund ................................................................ ............................... 18 Section 3.04 Cost of Issuance Fund ........................................................... ............................... 19 Section 3,05 Book -Entry System; Delivery of the Bonds to the Depository 19 ARTICLE IV ASSESSMENT REVENUES; REDEMPTION FUND; RESERVE FUND Section 4.01 Pledge of Assessment Revenues; Transfers of Assessment Revenues ................ 21 Section4.02 Redemption Fund .................................................................. ............................... 21 Section4.03 Reserve Fund ........................................................................ ............................... 23 ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01 Punctual Payment .................................................................. ............................... 25 Section 5.02 Special Obligation ................................................................. ............................... 25 Section 5.03 Extension of Time for Payment ............................................ ............................... 25 Section 5.04 Against Encumbrances .......................................................... ............................... 25 Section 5.05 Protection of Security and Rights of Owners ....................... ............................... 25 -i- 55B -18 TABLE OF CONTENTS (continued) Page Section 5.06 Compliance with Laws, Completion of Project .................... ............................... 25 Section 5.07 Collection of Assessment Revenues ...... ............................... 25 Section 5.08 Further Assurances... ............................................................. 25 Section5.09 Tax Covenants ...................................................................... ............................... 26 Section5.10 Covenant to Foreclose ........................................................... ............................... 26 Section 5.11 Continuing Disclosure .......................................................... ............................... 26 ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01 Deposit and Investment of Moneys in Funds ....................... ............................... 26 Section 6.02 Rebate Fund; Rebate to the United States ............................................................ 27 Section 6.03 Liability of City ..................................................................... ............................... 28 Section 6,04 Employment of Agents by City ............................................ ............................... 29 ARTICLE VII THE FISCAL AGENT Section7.01 Appointment of Fiscal Agent ................................................ ............................... 29 Section 7.02 Liability of Fiscal. Agent ....................................................... ............................... 30 Section7.03 Information ........................................................................... ............................... 31 Section7.04 Notice to Fiscal Agent .......................................................... ............................... 31 Section 7.05 Compensation, Indenuvfcation ............................................ ............................... 31 Section 7.06 Books and Accounts ............................................................. ............................... 32 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01 Amendments Permitted ......................................................... ............................... 32 Section 8.02 Owners' Meetings. .......................................................... .................................... 33 Section 8.03 Procedure for Amendment with Written Consent of Owners .............................. 33 Section 8.04 Disqualified Bonds ................................................................ ............................... 34 Section 8.05 Effect of Supplemental Agreement ....................................... ............................... 34 Section 8.06 Endorsement or Replacement of Bonds Issued After Amendments .................... 34 Section 8.07 Amendatory Endorsement of Bonds ..................................... ............................... 34 ARTICLE IX MISCELLANEOUS Section 9.01 Benefits of Agreement Limited to Parties ............................ ............................... 35 Section 9.02 Successor is Deemed Included in All References to Predecessor ....................... 35 Section 9.03 Discharge of Agreement ....................................................... ............................... 35 Section 9.04 Execution of Documents and Proof of Ownership by Owners ............................ 36 Section 9.05 Waiver of Personal Liability ................................................. ............................... 36 Section 9.06 Notices to and Demands on City and Fiscal Agent .............. ............................... 36 Section 9.07 Partial Invalidity .................................................................... ............................... 37 Section 9.08 Unclaimed Moneys ....................................... .- ................................................... 37 Section9.09 Applicable Law ..................................................................... ............................... 37 -ii- 55B -19 TABLE OF CONTENTS (continued) Page Section 9.10 Conflict with Act ................................................................... ............................... 37 Section 9.11 Conclusive Evidence of Regularity ...................................... ............................... 37 Section 9.12 Payment on Business Day .................................................... ............................... 37 Section 9.13 Counterparts ........... .. ................. . ................................................... ....................... 37 EXHIBIT A — FORM OF BOND ............................................................... ............................... A4 -iii- 55B -20 FISCAL AGENT AGREEMENT THIS FISCAL AGENT AGREEMENT (the "Agreement') is dated and entered into as of July 1, 2016, by and between the City of Santa Ana, California (the "City "), and U.S. Bank National Association, a national barking association duly organized and existing tinder the laws of the United States of America, as fiscal agent (the "Fiscal Agent'). WITNESSETH: WHEREAS, the City Council of the City (the "City Council ") has formed Assessment District No. 2015.01 (Warner Industrial Comrnunity), City of Santa Ana, County of Orange, State of California (the "Assessment District "), and has levied an assessment on the property in the Assessment District pursuant to the provisions of the Municipal Improvement Act of 1913, Division 12 (commencing with Section 10000) of the California Streets and Highways Code, and provided for the issuance of bonds for the Assessment District pursuant to the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the California Streets and Highways Code, to be secured by such assessment, to finance the design and construction of public improvements for the benefit of the property within the Assessment District; and WHEREAS, pursuant to the Municipal Bond Act of 1915, the City Council adopted its Resolution No. which resolution, among other matters, authorized the issuance of Limited Obligation Improvement Bonds (the `Bonds "), in an aggregate principal amount of not to exceed $ , the unpaid amount of the assessment levied on parcels of property within the Assessment District, and provided that such issuance would be in accordance with the Improvement Bond Act of 1915 and this Agreement, and authorized the execution hereof; and WHEREAS, it is in the public interest and for the benefit of the owners of the property within the .Assessment District and the owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, and the administration and payment of the Bonds; and WHEREAS, the Bonds will be secured by and paid from the assessments levied on the parcels of property within the Assessment District and the annual installments of such assessments collected with respect to such parcels; and WHEREAS, all things necessary to cause the Bonds, when executed by the City and authenticated by the Fiscal Agent and issued as in the Improvement Bond Act of 1915, the Resolution (as hereinafter defined) and this Agreement provided, to be legal, valid and binding special obligations of the City in accordance with their terms, and all things necessary to cause the authorization, execution and delivery of this Agreement and the authorization, execution, authentication and delivery of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration, the receipt and sufficiency of which is hereby aclmowledged, the parties hereto do hereby agree as follows: -I- 55B-21 ARTICLE I AUTHORITY AND DEFINITIONS Section 1.01 Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Tmprovement Bond Act of 1915 and the Resolution. Section 1.02 Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be perfonned by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the owner of any of the Bonds with the same rights it would have if it were not Fiscal Agent. Section 1.03 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "Agreement" mearrs this Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement entered into pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds scheduled to be paid. "Assessment" or "Assessments" means the assessment levied on the lots and parcels of property within the Assessment District by the adoption by the City Council of Resolution No. 2016 -021 on April 5, 2016 and the recording of the assessment diagram and notice of assessment for the Assessment District with the County Recorder of the County of Orange pursuant to Section 3114 of the California Streets and Highways Code. "Assessment District" means Assessment District No. 2015 -01 (Warner Industrial Community), City of Santa Ana, County of Orange, State of California. "Assessment Prepayment" means an amount received by the City from a property owner as a payment in full of the unpaid amount of the Assessment levied on his or her property. "Assessment Revenues" means the revenues received by the City in each Fiscal Year from the collection of the annual installments of the unpaid Assessments, including penalties and interest on delinquent installments of the unpaid Assessments and proceeds from the sale of property for delinquent Assessment installments, but excluding the amounts of the annual assessments collected by the City for the payment of administration costs pursuant to Sections 8682, 8682.1 and 10204(f) of the California Streets and Highways Code and Assessment Prepayments. -2- 55B -22 "Authorized Officer" means any officer or employee of the City authorized by the City Council as evidenced by an Officer's Certificate delivered to the Fiscal Agent, or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax- exempt status of securities issued by public entities. "Bond Year" means the period beginning on the Closing Date and ending on September 2, 2016 and thereafter the period beginning on each September 3 and ending on the following September 2. "Bonds" means the Bonds at any time Outstanding tinder this Agreement, "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of California, the State of New York, or in the state in which the Fiscal Agent has its Principal Office are authorized or obligated by law or executive order to be closed. "City Treasurer" means the City Treasurer of the City, "Closing Date" means the date upon which there is an exchange of the Bonds for the proceeds representing payment of the purchase price of the Bonds by the Original Purchaser, "Code" means the Internal Revenue Code of 1986, as amended. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement between the City and Urban Futures, Inc., as Dissemination Agent, entered into pursuant to Rule 150- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, dated the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, including but not limited to the preliminary official statement and official statement regarding the Bonds, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent, including its first annual administration fee and the fees of its counsel, expenses incurred by the City in connection with the issuance of the Bonds and the formation of the Assessment District, bond (underwriter's) discount, legal fees and charges, including the fees of Bond Counsel and counsel to the underwriter, fees of consultants, advisors and engineers, charges for authentication, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing, hereof. "Cost of Issuance Fund" means the fund by that name established by Section 3.04(A) -3- 55B -23 "Debt Service" means the amount of interest and principal payable on the Bonds scheduled to be paid during the period of computation, excluding amounts payable during such period which relate to principal of the Bonds which are scheduled to be retired and paid before the beginning of such period. "Depository" means The Depository Trust Company, New York, NY, or any successor thereof, the depository for the Bonds. "Federal Securities" means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein: (i) Cash; and (ii) Direct general obligations of the United States (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States), or obligations, the payment of principal of and interest on which is unconditionally guaranteed by the United, States. "Fiscal Agent" means U,S. Bank National Association, the Fiscal Agent appointed by the City, acting as an independent fiscal agent with the duties and powers as herein expressly provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. "Fiscal Year" means the twelve -month period extending from July I in a calendar year to June 30 of the succeeding year, both dates inclusive. "Improvement Fund" means the fund by that name established by Section 3.03(A) hereof. "Independent Financial Consultant" means a firm of certified public accountants, a financial consulting firm, a consulting engineering firm or an engineer which is not an employee of, or otherwise controlled by, the City, "Information Services" means the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board at www.cmma.msrb.org; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Dates" means March 2 and September 2 of each year, commencing March 2, 2017. "Investment Agreement" means one or more agreements with respect to the investment of the proceeds of the Bonds to be entered into between the Fiscal Agent and an entity or entities whose long term unsecured obligations are rated at the time of investment in either of the two highest categories by Standard & Poor's. 0 55B -24 "Investment Earnings" means all interest earned and any gains and losses on the investment of moneys in any fund or account created by this Agreement excluding interest earned and gains and losses on the investment of moneys in the Rebate Fund. "Maximum Annual Debt Service" means the greatest amount of Annual Debt Service for any Bond Year after calculation is made through the final maturity date of any Outstanding Bonds. " Moody's" shall mean Moody's Investors Service, Inc., a national rating service with offices in New York, New York. "Nominee" means CEDE & Co., the nominee of the Depository. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Original Purchaser" means the first purchaser of the Bonds from the City. "Outstanding," when used as of any particular time with reference to the Bonds, means (subject to the provisions of Section 8.04 hereof) all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds called for redemption which, for the reasons specified in Section 2.03 (G) hereof, are no longer entitled to any benefit under this Agreement other than the right to receive payment of the redemption price therefor; (iii) Bonds paid or deemed to have been paid within the meaning of Section 9.03 hereof; and (iv) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City and authenticated by the Fiscal Agent pursuant to this Agreement or any Supplemental Agreement, "Owner" means any person who shall be the registered owner of any Outstanding Bond. "Permitted Investments" means: (i) Federal Securities; (ii) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (a) U.S. Export -Import Bank Direct obligations or fully guaranteed certificates of beneficial ownership -5- 55B -25 (b) Farmers Horne Administration Certificates of beneficial ownership (c) Federal Financing Baulc (d) Federal Housing Administration Debentures (e) General Services Administration Participation certificates (1) Government National Mortgage Association (GNMA) GNMA - guaranteed mortgage - backed bonds GNMA - guaranteed pass - through obligations (g) U.S Maritime Administration Guaranteed Title XI financing (h) U S Department of Housing and Urban .Development Project Notes Local Authority Bonds New Communities Debentures - United States government guaranteed debentures U.S. Public Housing Notes and Bonds - United States government guaranteed public housing notes and bonds; (iii) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit United States government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (a) Federal Home Loan Bank Syste Senior debt obligations (b) Federal Home Loan Mortgage Corporation Participation Certificates Senior debt obligations (c) Federal National Mortgage Association Mortgage- backed securities and senior debt obligations (d) Student Loan Marketing Association Senior debt obligations (e) Resolution Funding Corporation CUFCQRP) obligations (f) Farm Credit System Consolidated systemwide bonds and notes; 55B -26 (iv) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by Standard & Poor's of "AAAm -G," "AAA -m" or "AA -m" and, if rated by Moody's, rated "Aaa," "Aal" or "Aa2" by Moody's, including funds for which the Fiscal Agent or any of its affiliates provides investment management services; (v) Certificates of deposit secured at all times by collateral described in clauses (i) and /or (ii) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the Fiscal Agent on behalf of the Owners of the Bonds must have a perfected first security interest in the collateral; (vi) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by Federal Deposit Insurance Corporation (FDIC), including Bank Insurance Fund (BIF) and Savings Association Insurance Fund (SAIF); (vii) Investment agreements with domestic or foreign banks or corporations the long- term debt or claims paying ability of which or, in the case of a guaranteed corporation, the long- term debt, or, in the case of a monoline financial guaranty insurance company, the financial strength, of the guarantor is rated in at least the double A category by Standard & Poor's and Moody's; provided, that, by the terms of the investment agreement: (a) interest payments are to be made to the Fiscal Agent at times and in amounts as necessary to pay debt service on the Bonds; (b) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven (7) days' prior notice; (c) the investment agreement shall provide that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof, (d) the City and the Fiscal Agent receive the opinion of domestic counsel (which opinion shall be addressed to the City) that such investment agreement is legal, valid, binding upon and enforceable against the provider in accordance with its terns and of foreign cormsel (if applicable) in form and substance acceptable, and addressed to, the City; (e) the investment agreement shall provide that if during its term (1) the provider's rating by either Standard & Poor's or Moody's falls below "AA-" or "Aa3", respectively, the provider shall, at its option, within ten (10) days of receipt of publication of such downgrade, either (i) collateralize the investment agreement by delivering or transferring in accordance with the applicable state and federal laws (other than by means of entries on the provider's books) to the City, the Fiscal Agent or a third party acting solely as agent therefor (the "Holder of the Collateral ") collateral free and clear of any third -party liens or claims, the market value of which collateral is maintained at levels and upon such conditions as would be -7- 55B-27 acceptable to Standard & Poor's and Moody's to maintain an "A" rating in an "A" rated structured financing (with a market value approach); or (ii) assign the investment agreement and all of its obligations thereunder to a financial institution mutually acceptable to the provider and the City which is rated either in the first or second highest category by Standard & Poor's and Moody's; and (2) the provider's rating by either Standard & Poor's or Moody's is withdrawn or suspended or falls below "A -" or "AY, respectively, the provider must, at the direction of the City or the Fiscal Agent, as appropriate, within ten (10) days of receipt of such direction, repay the principal of and accrued but unpaid interest on the invested funds, in either case with no penalty or premium to the City or the Fiscal Agent, as appropriate; and (f) the investment agreement shall provide and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement at the time such collateral is delivered, that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this shall mean the Haider of the Collateral is in possession of such collateral); and (g) the investment agreement shall provide that if during its term (1) the provider shall default in its payment obligations, the provider's obligations under the investment agreement shall, at the direction of the City or the Fiscal Agent, be accelerated and amounts invested and accrued but unpaid interest thereon shall be paid to the City or the Fiscal Agent, as appropriate; and (2) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared banla-upt, etc., the provider's obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be paid to the City or the Fiscal Agent, as appropriate; (viii) Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A- 1" or better by Standard & Poor's; (ix) Bonds or notes issued by any state or municipality which are rated by Moody's and Standard & Poor's in one of the two highest rating categories assigned by them; (x) Deposit accounts, federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "AY or better by Moody's and "A -1" or better by Standard & Poor's; (xi) Repurchase agreements which satisfy the following criteria: (a) Repurchase agreements must be between the City or the Fiscal Agent, as appropriate, and a dealer bank or securities firm which is: N 55B -28 (1) A primary dealer on the Federal Reserve reporting dealer list which is rated "A" or better by Standard & Poor's and Moody's, or (2) A bank rated "A" or above by Standard & Poor's and Moody's; (b) The written agreement must include the following: (1) Securities which are acceptable for transfer are: (A) direct obligations of the United States government, or (B) obligations of federal agencies backed by the full faith and credit of the United States of America (or the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)), (2) The collateral must be delivered to the, City or the Fiscal Agent (if the Fiscal Agent is not supplying the collateral) or a third party acting as agent for the Fiscal Agent (if the Fiscal Agent is supplying the collateral) before or simultaneous with payment (perfection by possession of certificated securities), (A) The securities must be valued weekly, marked -to- market at current market price plus accrued interest, and (B) The value of the collateral must be at least equal to one hundred four percent (104 %) of the amount of money transferred by the Fiscal Agent to the dealer, bank or security firm under the agreement plus accrued interest. If the value of the securities held as collateral is reduced below one hundred four percent (104 %) of the value of the amount of money transferred by the Fiscal Agent, then additional acceptable securities and /or cash must be provided as collateral to bring the value of the collateral to one hundred four percent (104 %); provided, however, that if the securities used as collateral are those of FNMA or FHLMC, then the value of the collateral must be equal to one hundred five percent (105 %) of the amount of money transferred by the Fiscal Agent; and (c) A legal opinion must be delivered to the City and. the Fiscal Agent that the repurchase agreement meets the requirements of California law with respect to the investment of public funds; and (xii) the Local Agency Investment Fund in the State Treasury of the State of California as permitted by the State Treasurer pursuant to Section 16429.1 of the California Government Code. "Principal Office" means with respect to the payment, registration, surrender, exchange or transfer of any Bond or Bonds, the principal corporate trust office of the Fiscal Agent initially in St. Paul, Minnesota; provided, however, that for purposes of administering this Agreement, the principal office shall be the principal office at which the Fiscal Agent administers its corporate trust business in Los Angeles, California which, as of the date of this Agreement, is at the address set forth in Section 9.06 hereof. -9- 55B -29 "Proceeds," when used with reference to the Bonds, means the aggregate principal amount of the Bonds, plus accrued interest and premium, if any, less original issue discount, if any, less underwriter's discount. "Project" means the public improvements within and for the Assessment District as described in the Resolution of Intention. "Rebate Certificate" means the certificate delivered by the City upon the delivery of the Bonds relating to Section 148 of the Code, or any functionally similar replacement certificate. "Rebate Fund" means the fund by that name established by Section 6.02 hereof. "Record Date" means the fifteenth (15th) day of the month next preceding the applicable Interest Payment Date whether or not such day is a Business Day. "Redemption Fund" means the fund by that name established by Section 4.02(A) hereof. "Regulations" means the temporary and permanent regulations of the United States Department of the Treasury promulgated under the Code. "Reserve Fund" means the fund by that name established by Section 4.03(A) hereof. "Reserve Requirement" means on any date in any Bond Year the lesser of (i) 10 percent (10 %) of the issue price of the Bonds as defined in the Regulations, (ii) Maximum Annual Debt Service, or (iii) 125 percent (125 %) of average Annual Debt Service. "Resolution" means Resolution No. , adopted by the City Council on, June 21, 2016. "Resolution of Intention" means Resolution No. 2015 -30 adopted by the City Council on July 7, 2015. "Securities Depositories" means The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York, 10041 -0099, Call Notification Department, Fax (212) 855 -7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., a national rating service with offices in New York, New York. ARTICLE II THE BONDS Section 2.01 Principal Amonit Desienation. The Bonds in the aggregate principal amount of $ are hereby authorized to be issued by the City for the Assessment District under and subject to the terms of the Resolution, this Agreement, the Improvement Bond Act of 1915 and. other applicable laws of the State of California. The Bonds shall be designated -10- 55B -30 "City of Santa Ana, Assessment District No. 2015 -01 (Warner Industrial Community), Limited Obligation Improvement Bonds," and shall be secured by the Assessments. Section 2.02 Terms of Bonds. (A) The Bonds. The Bonds shall be issued as fully registered bonds, without coupons, in the denominations of $5,000 or any integral multiple thereof. The Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. The Bonds shall be dated as of the Closing Date. (B) Maturities, The Bonds shall mature and become payable on September 2 of each year, as follows: Maturity Dates (September 2) 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 Principal Amounts Interest Rates $ Rio (C) Interest. The Bonds shall bear interest at the rates set forth in subsection (B) above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360 -day year composed of twelve 30 -day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated after a Record Date and before the close of business on the next Interest Payment Date, in Which event it shalt bear interest from such Interest Payment Date, or (ii) it is authenticated on or before the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the -It- 55B-31 Interest Payment Date to which interest has previously been paid or made available for payment thereon or from the Closing Date, if no interest has previously been paid or made available for payment thereon. (D) Method of Pa, ran ent. Interest on the Bonds is payable by check of the Fiscal Agent mailed by first class mail, postage prepaid, on each Interest Payment Date, until the principal amount of a Bond has been paid or made available for payment, to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date. All Bonds paid by the Fiscal Agent pursuant to this subsection shall be canceled by the Fiscal Agent. Principal of, redemption premium, if any, and interest payable to any Owner of Bonds in aggregate principal amount of $1,000,000 or more will be paid, upon the written request of any such Owner in form and substance satisfactory to the Fiscal Agent, by wire transfer of immediately available funds to an account within the United States designated by such Owner on or before a Record Date. (E) CUSIP Identification Numbers. " CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a pant of the contract evidenced by the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP nuinbers in any notice to the Owners shall not constitute an event of default or any violation of the City's contract with the Owners and shall riot impair the effectiveness of any such notice. Section 2.03 Redem tp ioin. (A) Optional Redemption. Tlae Bonds maturing on and after September 2, 20_ are subject to redemption prior to their stated maturity dates on September 2, 20 or on any Interest Payment Date thereafter, in full or in part, on a pro rata basis among maturities (and by lot within any one maturity), in integral multiples of $5,000, at the option of the City from moneys derived by the City from any source, at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Dates Redemption Price September 2, 20 and March 2, 20_ 10 % September 2, 20� and March 2, 20_ 10 % September 2, 20_ and thereafter 10_% (B) Mandatory Redemption From Assessment Prepayments. The Bonds are subject to mandatory redemption prior to their stated maturity dates on any Interest Payment Date, as selected by the City, in integral multiples of $5,000, from moneys derived by the City from Assessment Prepayments, at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Dates Redemption Price -12- 55B -32 September 2, 20 through March 2, 20_ 10 % September 2, 20 and March 2, 20 10 % September 2, 20V and March 2, 20_ 10 September 2, 26— thereafter 10_% In selecting Bonds for redemption pursuant to this subsection (B), the City shall select such Bonds in such a way that the ratio of the principal amount of the Bonds in each maturity of the Bonds that will remain Outstanding to the aggregate principal amount of the Bonds that will remain Outstanding will be approximately the same as it was prior to the redemption of such Bonds, insofar as possible. (C) Sinking Fund Redmption. The Outstanding Bonds maturing on September 2, 20_, are subject to mandatory sinking fund redemption, in part, on September 2, 20_, and on each September 2 thereafter prior to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date of redemption, without premium, from sinking fund payments as follows; Redemption Dates (September 2) Sinking Fund Pavments (maturity) The amounts in the foregoing schedule shall be reduced pro rata among redemption dates, in order to maintain substantially level Annual Debt Service, as directed in writing to the Fiscal Agent by an Authorized Officer, as a result of any prior partial redemption of the Bonds pursuant to subsection (A) or subsection (B) above. (D) Purchase of Bonds. In lieu of payment at maturity or redemption under this Section 2.03, moneys in the Redemption Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. The Fiscal Agent shall be absolutely protected and shall incur no liability in relying on such an Officer's Certificate. (E) Notice to Fiscal Agent. An Authorized Officer shall give the Fiscal Agent written notice of the City's intention to redeem Bonds (other than for mandatory sinking fund redemption) not less than forty -five (45) days prior (or such lesser number of days acceptable to the Fiscal Agent, such notice for the sole use and convenience of the Fiscal Agent) to the applicable redemption data and shall specify the principal amount and the maturities of the Bonds to be redeemed. -13- 55B -33 (F) Redemption Procedure by Fiscal Agent, The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services selected by all Authorized Officer, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books maintained by the Fiscal Agent at its Principal Office; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the date of such notice, the date of issue of the Bonds, the place or places of redemption, the redemption date, the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed, by giving the individual CUSIP number and Bond number of each Bond to be redeemed, or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called for redemption in part the portion of the principal of the Bond to be redeemed, shall requite that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date. The cost of the mailing of any such redemption notice shall be paid by the City, Redemption notices may be conditional. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of fluids issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. In the event of an optional redemption pursuant to Section 2.03 (A) hereof or a mandatory redemption pursuant to Section 2,03(B) or a purchase of Bonds pursuant to Section 2.03(D) hereof, the City shall transfer or cause to be transferred to the Fiscal Agent for deposit in the Redemption Fund moneys in an amount equal to the redemption price of the Bonds being redeemed or the purchase price of the Bonds being purchased on or before the fifteenth, (15th) day of the month preceding the Interest Payment Date upon which such Bonds are to be redeemed or the date upon which the Bonds are to be purchased, as the case may be. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each maturity of the Bonds insofar as possible, and shall select Bonds for redemption within each maturity of the Bonds by lot. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. -14- 55B-34 (G) Effect of Redeniption. From and after the date fixed for redemption, if funds available for the payment of the redemption prices of the Bonds called for redemption, together with accrued interest to the date of redemption, shall have been deposited in the Redemption Find, such Bonds shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and interest shall cease to accrue on the Bonds to be redeemed on the redemption date specified in the notice of redemption. All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section 2.03 shall be canceled and destroyed by the Fiscal Agent in accordance with the customary practice of the Fiscal Agent. Section 2.04 Form of Bonds. The Bonds, the Fiscal Agent's certificate of authentication and the assignment to appear thereon shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions as permitted or required by this Agreement. Section 2.05 Execution of Bonds, The Bonds shall be executed by the manual or facsimile signatures of the City Treasurer and the City Clerk of the City, who are in office on the date of this Agreement or at any time thereafter, If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bond to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bond to the Owner. Any Bond may be signed and attested by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City notwithstanding that on the nominal date of such Bond any such person shall not have been such officer of the City. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form sett forth in Exhibit A hereto, manually executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that such Bands have been duly authenticated, registered and delivered hereunder, and are entitled to the benefits of this Agreement. Section 2.06 Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City, The Fiscal Agent shall collect from the Owner requesting transfer of a Bond any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Band or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds of like aggregate principal amount, -15- 55B -35 No transfers of Bonds shall be required to be made (i) during the fifteen (15) days preceding the date established by the Fiscal Agent for selection of Bonds for redemption, or (ii) with respect to Bonds which have been selected for redemption. Section 2.07 Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent only for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expense incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting exchange of a Bond any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (i) during the fifteen (15) days preceding the date established by the Fiscal Agent for selection of Bonds for redemption, or (ii) with respect to Bonds which have been selected for redemption. Section 2.08 Bond Register. The Fiscal Agent shall keep, or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds which books shall show the series, number, CUSIP identification number, date of issuance, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hercinbefore provided. Section 2.09 Temporary Bonds, The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder. Section 2.10 Bonds Mutilated Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a replacement Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled and destroyed by the Fiscal Agent. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a replacement Bond of like tenor and principal amount in lieu of and in substitution for the Bond -16- 55B -36 so lost, destroyed or stolen. The City or Fiscal Agent may require payment of a sum not exceeding the actual cost of preparing each replacement Bond delivered under this Section 2.10 and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery thereof. Any Bond delivered under the provisions of this Section 2.10 in replacement of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. Section 2.11 Special Obli ation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Assessment Revenues. Neither the faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. Pursuant to Section 8769 of the California Streets and Highways Code, the City Council of the City has determined in the Resolution of Intention that the City will not obligate itself to advance fiords from the City treasury to cure any deficiency in the Redemption Fund, Section 2.12 Refundine. The Bonds are subject to refunding pursuant to the procedures of the Refunding Act of 1984 for 1915 Improvement Bond Act Bonds, Division 11.5 (commencing with Section 9500) of the California Streets and Highways Code. ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS; IMPROVEMENT FUND; COST OF ISSUANCE FUND Section 3.01 Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 hereof and deliver the Bonds to the Fiscal Agent for authentication and delivery to, or upon the order of, the Original Purchaser, The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Improvement Bond Act of 1915, the Resolution and this Agreement, to authorize the payment of Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of Bonds, and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. Section 3.02 Application of Proceeds of Sale of Bonds. The Proceeds of the sale of the Bonds to the Original Purchaser shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such Proceeds on the Closing Date as follows: (A) Deposit in the Reserve Fund the amount of $ the Reserve Requirement as of the Closing Date; (B) Deposit in the Cost of Issuance Fund the amount of $ ; and -17- 55B -37 (C) Deposit in the Improvement Fund the amount of $ , being the remaining Proceeds of the Bonds to be paid on the Closing Date by the Original Purchaser. Section 3.03 Improvement Fund. (A) Establishment of Improvement Fund, There is hereby established, as a separate fiord to be held by the Fiscal Agent, the "Assessment District No. 2015 -01 of the City of Santa Ana Improvement Bonds Improvement Fund," to the credit of which a deposit shall be made as required by paragraph (D) of Section 3.02 hereof. Moneys in the Improvement Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed, except as otherwise provided in subsection (D) of this Section 3.03, for the payment or reimbursement of the costs of the design, acquisition and construction of the Project and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate which shall: (1) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made and the person to which the disbursement is to be paid; and (2) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed with the Fiscal Agent requesting disbursement, and that the amount being requested is an appropriate disbursement from the Improvement Fund. (C) Investient. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of such fiord. (D) Closing of Fund. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, and further stating that moneys on deposit in the Improvement Fund are not needed to complete the Project or reimburse the cost thereof, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the City, and the City shall apply such amount as provided in Section 10427.1 of the California Streets and Highways Code. (E) Officer's Certificate. Upon receipt of an Officer's Certificate delivered pursuant to this Section 3.03, the Fiscal Agent is authorized to act thereon without further inquiry and shall not be responsible for the accuracy of the statements made in such Officer's Certificate or the application of the funds disbursed pursuant thereto, and shall be absolutely protected and incur no liability in relying on such Officer's Certificate. Section 3.04 Cost of Issuance Fund. (A) Establishment of Cost of Issuance Fund. There is hereby established, as a separate account to be held by the Fiscal Agent, the "Assessment District No. 2015 -01 of the City of Santa Ana Improvement Bonds Cost of Issuance Fund" to the credit of which a deposit sm 55B -38 shall be made as required by paragraph (C) of Section 3.02 hereof, Moneys in the Cost of Issuance Fund shall be held by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance, (B) Disbursement. Amounts in the Cost of Issuance Fund shall be disbursed to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by an Authorized Officer and delivered to the Fiscal Agent concurrently with the delivery of the Bonds, The Fiscal Agent shall, to the extent of the moneys on deposit in the Cost of Issuance Fund, pay all Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such requisition, or upon receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Fiscal Agent on the Closing Date. The Fiscal Agent is authorized to act on such a requisition or Officer's Certificate without further inquiry, shall not be responsible for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such a requisition or Officer's Certificate, The Fiscal Agent shall maintain the Cost of Issuance Fund for a period of ninety (90) days after the Closing Date and shall then transfer and deposit any moneys remaining therein, including any Investment Earnings thereon, to the Improvement Fund for payment or reimbursement of costs of the Project, and the Cost of Issuance Fund shall be closed. (C) Investment, Moneys in the Cost of Issuance Fund shall be invested and deposited in accordance with Section 6.01 hereof, Investment Earnings shall be retained by the Fiscal Agent in the Cost of Issuance Fund to be used for the purposes of such fund. Section 3.05 Book -Entry System; Delivery of the Bonds to the Depository. (A) Book -Entry System; Limited Obligation of the City and the Fiscal Agent. Notwithstanding any other provision of this Agreement, the Bonds shall be initially delivered to the Depository in the form of a separate single fully registered Bond (which may be typewritten) for each of the maturities of the Bonds, Upon such initial delivery, the ownership of each such Bond shall be registered in the registration books kept by the Fiscal Agent in the name of the Nominee, as nominee of the Depository. Except as provided in subsection (C) below, all of the Outstanding Bonds shall be registered in the registration books kept by the Fiscal Agent in the name of the Nominee. With respect to Bonds registered in the registration books kept by the Fiscal Agent in the name of the Nominee, the City and the Fiscal Agent shall have no responsibility or obligation to any Participant of the Depository or to any person, corporation or firm on behalf of which the Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Fiscal Agent shall have no responsibility or obligation with respect to (1) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, (2) the delivery to any Participant or any other person, other than an Owner as shown in the registration books kept by the Fiscal Agent, of any notice with respect to the Bonds, (3) the selection by the Depository and its Participants of the beneficial interest in the Bonds to be redeemed in the event the Bonds are redeemed in part, or (4) the payment to any Participant or any other persons, other than an Owner as shown in the 19- 55B -39 registration books kept by the Fiscal Agent, of any amount with respect to principal of, premium, if any, or interest due with respect to the Bonds. The City and the Fiscal Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Fiscal Agent as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices with respect to such Bond, for the purpose of registering transfers with respect to such Bond and for all other purposes whatsoever. The Fiscal Agent shall pay all principal of, premium, if any, and interest due with respect to the Bonds only to or upon the order of the Owners thereof, as shown in the registration books kept by the Fiscal Agent, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to satisfy and discharge fully the City's obligations with respect to payment of principal, premium, if any, and interest dixe with respect to the Bonds to the extent of the sum or sums so paid, No person other than an Owner, as shown in the registration books kept by the Fiscal Agent, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Agreement. Upon delivery by the Depository to the Fiscal Agent and the City of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Agreement shall refer to such now nominee of the Depository. (B) Renresentation Letter. In order to qualify the Bonds for the Depository's book - entry system, an authorized representative of the City is hereby authorized to execute from time to time and deliver to such Depository a representation letter in the standard form prescribed by the Depository (the "Representation Letter "). The execution and delivery of the Representation Letter shall not in any way limit the provisions of subsection (A) above or impose upon the City or the Fiscal Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the Fiscal Agent. The Fiscal Agent agrees, to the extent not inconsistent with the provisions hereof, to take all action necessary to continuously comply with all representations made with respect to the Fiscal Agent in the Representation Letter. In addition to the execution and delivery of the Representation Letter, the City Cleric, the City Treasurer, the City Manager, the Executive Director, Finance & Management Services Agency, the Authorized Officers and all other officers of the City, are hereby authorized to take any other actions, not inconsistent with this Agreement, to qualify the Bonds for the Depository's book -entry program. (C) Transfers Outside Book -Entry System. In the event (1) the Depository determines not to continue to act as securities depository for the Bonds or (2) the City determines that the Depository shall no longer so act, then the City shall discontinue the book -entry system with the Depository. If the City fails to identify another qualified securities depository to replace the Depository then the Bonds shall no longer be restricted to being registered in the registration books kept by the Fiscal Agent in the name of the Nominee, but shall be registered in whatever name or names persons transferring or exchanging Bonds shall designate, in accordance with the provisions of this Agreement. (D) Payments to the Nominee. Notwithstanding any other provisions of this Agreement, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal, premium, if any, and interest due with respect to such Bond and all notices -20- 55B -40 with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Depository. ARTICLE IV ASSESSMENT REVENUES; REDEMPTION FUND; RESERVE FUND Section 4.01 Pledge of Assessment Revenues; Transfers of Assessment Revenues. (A) Pledge of Assessment Revenues. The Bonds shall be secured by a pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Assessment Revenues and all moneys deposited in the Redemption Fund, all moneys deposited in the Reserve Fund and, until disbursed as provided in subsections (B) and (D) of Section 3.03 hereof, all moneys deposited in the Improvement Fund, The Assessment Revenues and all moneys deposited into such funds (except as otherwise provided herein with respect to moneys disbursed from the Improvement Fund) are hereby dedicated in their entirety to the payment of the principal of the Bonds, and interest and any premium on, the Bonds, as provided herein and in the Improvement Bond Act of 1915, until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03 hereof. (B) Transfers of Assessment Revenues. On or before the second (2nd) Business Day preceding each interest Payment Date, the City Treasurer shall transfer to the Fiscal Agent for deposit in the Redemption Fund an amount of the Assessment Revenues which the Fiscal Agent has advised the City Treasurer will be needed to pay Debt Service on the Bonds on such Interest Payment Date. Upon receipt of each such transfer of Assessment Revenues, the Fiscal Agent shall deposit the amount thereof in the Redemption Fund for the payment of Debt Service on the Bonds on the Interest Payment Date for which the transfer is made. Section 4.02 Redemption Fund. (A) Deposits. There is hereby established, as a separate fund to be held by the Fiscal Agent, the "Assessment District No. 2015 -01 of the City of Santa Ana Improvement Bonds Redemption Fund" to the credit of which deposits shall be made as required by paragraph (A) of Section 3.02, Section 4.01(B), Section 4.03(B) and Section4.03(D) hereof and any other provision of this Agreement or the Improvement Bond Act of 1915. Moneys in the Redemption Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds. The Fiscal Agent shall deposit to the Redemption Fund all moneys transferred from the Reserve Fund pursuant to Section 4.03(B) and Section 4.03(D) hereof. (B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Redemption Fund and pay to the Owners of the Bonds the principal of and interest and any premium then due and payable on the Bonds on the Interest Payment Date. -21- 55B -41 In the event that amounts on deposit in the Redemption Fund are insufficient for the purpose set forth in the preceding paragraph, the Fiscal Agent shall transfer from the Reserve Fund, to the extent of any funds therein, to the Redemption Fund the amount of such insufficiency. If, after such a transfer from the Reserve Fund, there are insufficient funds in the Redemption Fund to make the payments provided for in the first paragraph of this Section 4.02(B), the Treasurer shall instruct the Fiscal Agent in writing to apply the available funds to the payment of the principal of and interest on the Bonds in the mamier and in the priorities provided in Section 8775 of the California Streets and Highways Code, as it existed on the Closing Date or as it may thereafter be amended. The Treasurer shall specify in such written instructions how the available funds shall be utilized to pay interest on and principal of the Bonds and the Fiscal Agent may conclusively rely upon such written instructions, and shall not have any responsibility or liability as a result of its reliance upon any such written instructions. When funds become available for the payment of the portion of the principal of any Bond which was not paid upon its maturity date, the Treasurer shall provide notice to the Owner of such Bond as provided in Section 8776 of the California Streets and Highways Code, On September 3 of each year, beginning on September 3, 2017, the amount on deposit in the Redemption Fund shall not exceed the greater of (i) one year's earnings on such amount, or (ii) one - twelfth (1 /12th) of Annual Debt Service for the then current Bond Year. If on September 3 of any year the amount on deposit in the Redemption Fund exceeds the maximum amount allowable pursuant to the preceding sentence and if on such September 3 the City shall have delivered to the Fiscal Agent an Officer's Certificate containing the information required below in this paragraph, the excess shall be transferred by the Fiscal Agent as directed by such Officer's Certificate to the Reserve Fund to the extent that the amount on deposit therein is less than the Reserve Requirement, and any such excess remaining thereafter shall be paid by the Fiscal Agent to the City as directed by such Officer's Certificate, On September 3 of each year, after any such excess amount has been transferred as hereinabove provided, the amount on deposit in the Redemption Fund shall not exceed the greater of (i) one year's earnings thereon, or (ii) one - twelfth (1 /12th) of Annual Debt Service for the then current Bond Year, An Officer's Certificate delivered by the City to Fiscal Agent pursuant to this paragraph shall (1) specify the dollar amount of the excess determined pursuant to the first sentence of this paragraph, (2) specify the dollar amount of such excess which the Fiscal Agent is to transfer to the Reserve Fund, and (3) specify the dollar amount of such excess which the Fiscal Agent is to pay to the City. Upon receipt of such an Officer's Certificate, the Fiscal Agent is authorized to act thereon without further inquiry, shall not be responsible for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such Officer's Certificate. Amounts in the Redemption Fund shall also be withdrawn and deposited in the Rebate Fund as provided in Section 6.02 hereof. (C) Investment. Moneys in the Redemption Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained in the Redemption Fund, except to the extent they are required to be deposited by the Fiscal Agent in the Rebate Fund in accordance with Section 6.02 hereof. -22- 55B -42 (D) Deficiencv. Upon malting a transfer from the Reserve Fund to the Redemption Fund, pursuant to subsection (B) of this Section 4.02 or Section 4,03(B) hereof, the Fiscal Agent shall report such fact to the City. As provided in the form of the Bonds attached hereto as Exhibit A, the City Council has determined in the Resolution of Intention that the City will not obligate itself to advance funds from the City Treasury to cure any deficiency which may occur in the Redemption Fund. (E) Determination of Ultimate Loss. Notwithstanding the provisions of subsection (B) of this Section 4.02, if the Treasurer determines, pursuant to Section 8770 of the California Streets and Highways Code, that there is a danger of an ultimate loss accruing to the Bond Owners, for any reason, the provisions of that section and Sections 8771, 8772 and 8773 of the California Streets and Highways Code shall govern with respect to the procedures which shall be followed in paying the principal of and interest on the Outstanding Bonds, Section 4,03 Reserve Fund, (A) Establishment of Fund. There is hereby established, as a separate fund to be held by the Fiscal Agent, the "Assessment District No. 2015 -01 of the City of Santa Ana Improvement Bonds Reserve Fund" to the credit of which a deposit shall be made as required by Section 3.02(B) hereof, which deposit is equal to the Reserve Requirement as of the Closing Date, and to which deposits shall be made as provided in Section 4.02(B) hereof. Moneys in the Reserve Fund shall be held, by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of the principal of and interest and any premium on the Bonds and shall be subject to a lien in favor of the Owners of the Bonds. (B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of, and interest and any premium on the Bonds or, in accordance with the provisions of subsection (E) of this Section 4,03, or for the purpose of redeeming Bonds. Anrormts transferred from the Reserve Fund to the Redemption Fund pursuant to this subsection shall be restored by the City from the collection of delinquent installments on the Assessments levied on parcels for which such installments are delinquent, and penalties and interest thereon, whether by judicial foreclosure proceedings or otherwise, as soon as is reasonably possible following the receipt by the City of such delinquent installments, penalties and interest. (C) Transfer Due to Deficiency in Redemption Fund. Whenever transfer is made from the Reserve Fund to the Redemption Fund due to a deficiency in the Redemption Fetid, the Fiscal Agent shall report such fact to the City. (D) Transfers on Payment of Assessments. Whenever an Assessment levied on a lot or parcel of property within the Assessment District is paid off, the Fiscal Agent shall, upon receiving an Officer's Certificate regarding such Assessment, transfer from the Reserve Fund to the Redemption Fund an amount equal to the reduction in such Assessment determined pursuant -23- 55B -43 to Section 8881 of the California Streets and Highways Code, which amount shall be specified in the Officer's Certificate. Upon receipt of such an Officer's Certificate, the Fiscal Agent is authorized to act thereon without further inquiry, shall not be responsible for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such Officer's Certificate. (E) Transfer of Excess of Reserve Requirement, Whenever, on any September 3, the amount in the Reserve Fund, less Investment Earnings resulting from the investment of the funds therein which pursuant to Section 6.02 hereof must be rebated to the United States (the "Rebate Amount "), exceeds the then applicable Reserve Requirement, the Fiscal Agent shall provide written notice to the City of the amount of the excess and shall, subject to the requirements of Section 6.02 hereof, transfer an amount equal to the excess from the Reserve Fund to the Redemption Fund to be used for the payment of Debt Service on the next succeeding Interest Payment Date in accordance with Section 4.02 hereof. (F) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon receiving written direction from an Authorized Officer, transfer the amount in the Reserve Fund to the Redemption Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 2.03 and Section 4.02 hereof, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Redemption Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred by the Fiscal Agent to the City to be applied as provided in Section 8885 of the California Streets and Highways Code. Upon receipt of such an Officer's Certificate, the Fiscal Agent is authorized to act thereon without further inquiry, shall not be responsible for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such Officer's Certificate. (G) Investment. Moneys in the Reserve Fund shall, except as provided in subsection (D) above, be invested and deposited in accordance with Section 6.01 hereof. ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01 Punctual Pa ny rent. The City will punctually pay or cause to be paid the principal of and interest and any premium on the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement to the extent that the Assessment Revenues are available therefor, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.02 Special Obligation. The Bonds are special obligations of the City and are payable solely from and secured solely by the Assessment Revenues and the amounts in the Redemption Fund, the Reserve Fund and the Improvement Fund. -24- 55B -44 Section 5.03 Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or faded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in Rill of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 5.04 Against Encumbrances. The City shall not encumber, pledge or place any charge or lien upon any of the Assessment Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement. Section 5.05 Protection of Security and Ri hts of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City Section 5.06 Compliance with Laws, Completion of Project. The City will comply with all applicable provisions of the laws of the State of California in completing the construction and acquisition of the Project. Section 5.07 Collection of Assessment Revenues. The City shall comply with all requirements of the Improvement Bond Act of 1915 so as to assure the timely collection of Assessment Revenues, including without limitation, the enforcement of the payment or collection of delinquent Assessments. Section 5.08 Further Assurances, The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Agreement. Section 5.09 Tax Covenants. The City hereby covenants that: (A) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of the initial issuance and delivery of the Bonds, would have caused any of the Bonds to be "arbitrage bonds" within the meaning of Section 103(b) and Section 148 of the Code; (B) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Bonds, would result in loss of exclusion from gross income for purposes of federal income taxation under Section 103(x) of the Code of interest paid with respect to the Bonds; -z5- 55B -45 (C) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Bonds, would have caused any of the Bonds to be "private activity bonds" within the meaning of Section '141 of the Code; (D) It will comply with the Rebate Certificate as a source of guidance for achieving compliance with the Code; and (E) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest paid with respect to the Bonds, it will comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code. The covenants of the City contained in this Section 5.09 shall survive the payment, redemption or defeasance of Bonds pursuant to Section 9.03 hereof. Section 5.10 Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced, judicial foreclosure proceedings against properties with delinquent Assessment installments in excess of $[1OOf1B by the October 1 following the close of the Fiscal Year in which such installments were due, and will commence judicial foreclosure proceedings against all properties with delinquent Assessment installments by the October 1 following the close of each Fiscal Year in which it receives Assessment Revenues in an amount which is less than ninety -five percent (95 %) of the total Assessment Revenues which were to be received in the Fiscal Year and diligently pursue to completion such foreclosure proceedings. Section 5.11 Continuing Disclosure„. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01 Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02 hereof, moneys in any fluid or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments in clause (iv) of the definition of Permitted Investments in Section 1.03 hereof. The Fiscal Agent shall have no obligation to pay additional interest or maximize investment income on any funds held by it. Neither the City nor the Owners of the Bonds shall have any claim of any kind against the Fiscal Agent in connection with investments properly made pursuant to this Section 6.01. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of Investment Earnings in funds and accounts. The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment. The Fiscal Agent shall not incur any liability for losses arising from any investments made pursuant to this Section 6.01. For purposes of determining the amount on deposit in any -26- 55B -46 fund or account held hereunder, all Permitted Investments or investments credited to such fund or account shall be valued at the cost thereof (excluding accrued interest and brokerage commissions, if any). The Fiscal Agent shall be entitled to rely conclusively upon the written instructions of the City directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. With respect to any restrictions contained in the definition of Permitted Investments which embody legal conclusions (e,g., the existence, validity and perfection of security interests in collateral), the Fiscal Agent shall be entitled to rely conclusively on an opinion of counsel obtained at the City's expense. Subject in all respects to the provisions of Section 6.02 hereof, investments in any and all Surds and accounts may be commingled in a single fund for purposes of malting, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent hereunder, provided that the Fiscal Agent shall at all times account for such investments strictly in accordance with the fiords and accounts to which they are credited and otherwise as provided in this Agreement. The Fiscal Agent shall sell or present for redemption any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited, and the Fiscal Agent shall not be liable or responsible for any loss resulting from the acquisition or disposition of any such investment security in accordance herewith. The City acknowledges that notwithstanding regulations of the Comptroller of the Currency or other applicable regulatory entity may grant the City the right to receive brokerage confirmations of securities transactions as they occur, the City agrees that the Fiscal Agent shall not send such confirmations to the City to the extent permitted by law. The Fiscal Agent shall furnish the City periodic cash transaction statements which will include detail for all investment transactions made by the Fiscal Agent hereunder. Section 6,02 Rebate Fund; Rebate to the United States. There is hereby created, to be held by the Fiscal Agent, as a separate fund distinct from all other funds and accounts held by the Fiscal Agent under this Agreement, the Rebate Fund. The Fiscal Agent shall, in accordance with written directions received from an Authorized Officer, deposit into the Rebate Fund moneys transferred by the City to the Fiscal Agent pursuant to the Rebate Certificate or moneys transferred by the Fiscal Agent from the Reserve Fund. The Rebate Fund shall be held either uninvested or invested only in Federal Securities at the written direction of the City. Moneys on deposit in the Rebate Fund shall be applied only to payments made to the United States, to the extent such payments are required by the Rebate Certificate. The Fiscal Agent shall, upon written request and direction of the City, make such payments to the United States. The Fiscal Agent's sole responsibilities under this Section 6.02 are to follow the written instructions of the City pertaining hereto, The City shall be responsible for any fees and expenses incurred by the Fiscal Agent pursuant to this Section 6.02. _27_ 55B -47 The Fiscal Agent shall, upon written request and direction from the City, transfer to or upon the order of the City any moneys on deposit in the Rebate Fund in excess of the amount, if any, required to be maintained or held therein in accordance with the Rebate Certificate. Upon receipt of such a written request and direction the Fiscal Agent is authorized to act thereon without father inquiry, shall not be responsible for the accuracy thereof, and shall be absolutely protected and incur no liability in relying thereon. Section 6.03 Liability of Citv. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent herein or in any of the documents executed by the Fiscal Agent in connection with the Bonds. In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished, to the City and conforming to the requirements of this Agreement, The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the City to expend or risk its own general fuunds or otherwise incur any financial liability (other than with respect to the Assessment Revenues) in the performance of any of its obligations hereunder, or in the exercise of and of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Section 6.04 Ernplovment of Agents by City. In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. ARTICLE VII THE FISCAL AGENT Section 7.01 Anoointment of Fiscal Agent. U. S. Bank National Association is hereby appointed Fiscal Agent, registrar and paying agent for the Bonds. The Fiscal Agent undertakes 6" 55B -48 to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01, shall be the successor to the Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall, promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section 7.01 within forty -five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent, at the expense of the City, or any Owner may apply to any federal or state court to appoint a successor Fiscal Agent, Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. Section 7.02 Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City and the Fiscal Agent assumes no responsibility nor shall have any liability for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor shall the Fiscal Agent incur any responsibility or shall have any liability in respect thereof, other than in connection with the express duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. _29_ 55B -49 In the absence of willful misconduct, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, written directions or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or observance of any of the terns, conditions, covenants or agreements of the City herein or in any of the documents executed by the City in connection with the Bonds. The Fiscal Agent shall not be liable for responsible officer of the Fiscal Agent unlos: negligent in ascertaining the pertinent facts. any error of judgment made in good faith by a it shall be proved that the Fiscal Agent was No provision of this Agreement shall require the Fiscal Agent to expend or risk its own fruids or otherwise incur any financial liability in the performance of any of its duties heretmder, or in the exercise of any of its rights or powers unless indemnity and security satisfactory to the Fiscal Agent shall have been provided to the Fiscal Agent. The Fiscal Agent shall not be responsible for accounting for, or paying to, any party to this Agreement, including, but not limited to the City and the Owners, any returns on or benefit from funds held for payment of unredeemed Bonds or outstanding checks and no calculation of the same shall affect, or result in any offset against, fees due to the Fiscal Agent under this Agreement. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Fiscal Agent shall have no responsibility with respect to the payment of Debt Service by the City or with respect to the observance or performance by the City of the other conditions, covenants and terms contained herein, or with respect to the investment of any moneys in any fund or account established, held or maintained by the City pursuant to this Fiscal Agent Agreement or otherwise. All indemnification and releases from liability granted herein to the Fiscal Agent shall extend to the agents, consultants, directors, officers and employees of the Fiscal Agent (including legal counsel). The Fiscal Agent may exercise any of its duties or powers or perform its duties through attorneys, agents or receives. -30- 55B -50 Section 7.03 huformation. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including, but not limited to, quarterly (or other frequency agreed to by the City and the Fiscal Agent) statements reporting funds held and transactions by the Fiscal Agent, Section 7.04 Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, written direction, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Fiscal Agent hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be, conclusively proved and established by a certificate of the City, and such certificate shall be full warranty to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05 Compensation, Indemnification. In addition to any written fee agreement, the City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Agreement, and the Fiscal Agent shall have a lien therefor on any funds at any time held by it under this Agreement, and the Fiscal Agent shall pay and reimburse all expenses, charges, fees and other disbursements, including those of its attorneys, agents and employees, incurred in connection therewith from the funds held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents, harmless from and against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section 7.05 shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement. Section 7.06 Books and Accounts. The Fiscal Agent shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions made by it to the expenditure of amounts disbursed from the Redemption Fund, the Reserve Fund, the Improvement Fund, the Rebate Fund and the Cost of Issuance Fund. Such books of record and accounts shall, upon reasonable notice, at all times during business hours be subject to the inspection of the City and the Owners of not less than ten percent (10 %) of the aggregate -31- 55B -51 principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01 Amendments Permitted. (A) This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the written consent, without a meeting, of the Owners of at least sixty percent (60 %) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8,04 hereof. No such modification or amendment shall (i) extend the maturity of any Bond or the time for paying interest thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation of any pledge of or lien upon the Assessment Revenues, or the moneys on deposit in the Redemption Fund, the Reserve Fund or the Improvement Fund, superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Improvement Bond Act of 1915, the laws of the State of California or this Agreement), or (iii) reduce the percentage of Bonds required for the amendment hereof, or (iv) reduce the principal amount of or redemption premium on any Bond or reduce the interest rate thereon. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The City shall provide to the Fiscal Agent an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Section 8.01 and the Fiscal Agent may conclusively rely on such opinion. (B) This Agreement and the rights and obligations of the City and the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (1) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (2) to make modifications not adversely affecting any Outstanding series of Bonds in any material respect; (3) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provisions of this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners; (4) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of -32- 55B -52 moneys to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations. Section 8.02 Owners' Meetings, The City may at any time call a meeting of the Owners, In such event the City is authorized to fix the time and place of any such meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of the meeting. Section 8.03 Procedure for Amendment with Written Consent of Owners. The City may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01(A) hereof, to take effect when and as provided in this Section 8.03. A copy of the Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, postage prepaid, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of the Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided. Such a Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60 %) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9,04 hereof. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revolted in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hercinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article VIII) upon the City and the Owners of all Bonds then Outstanding at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) -day period. -33- 55B -53 Section 8.04 Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or participate in any action provided for in this Article VIII. Section 8.05 Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terns and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8,06 Endorsement or Replacement of Bonds Issued After Amendments, The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and upon presentation of his or her Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for like Bonds then Outstanding, upon surrender of such Bonds. Section 8.07 Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him or her, provided that due notation thereof is made on such Bonds. ARTICLE IX MISCELLANEOUS Section 9.01 Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy or claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section 9.02 Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not, -34- 55B -54 Section 9,03 Discharge ofAsreemont If the City shall pay and discharge the entire indebtedness on all Bonds in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of and interest and any premium on all Bonds, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in irrevocable escrow, at or before maturity, an amount of money which, together with the amounts then on deposit in the Redemption Fund and the Reserve Fund, is fully sufficient to pay all Bonds, including all principal, interest and redemption premiums, if any; or (C) by irrevocably depositing with the Fiscal Agent, in irrevocable escrow, cash or non - callable Federal Securities in such amount as the City shall determine, as confirmed by an Independent Financial Consultant, will, together with the interest to accrue thereon and amounts then on deposit in the Redemption Fund and Reserve Fund, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Assessment Revenues and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to all Bonds shall cease and terminate, except the obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, the obligation of the City to pay all amounts owing to the Fiscal Agent pursuant to Section 7.05 hereof, and the obligations of the City pursuant to the covenants contained in Section 5.09 hereof; and thereafter Assessment Revenues shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent. The satisfaction and discharge of this Agreement shall be without prejudice to the rights of the Fiscal Agent to charge and be reimbursed by the City for the expenses which it shall thereafter incur in connection herewith. Any funds held by the Fiscal Agent to pay and discharge the indebtedness on all Bonds, upon payment of all fees and expenses of the Fiscal Agent, which are not required for such purpose, shall be paid over to the City. Section 9.04 Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such a request, declaration or other instnunent, or of a writing appointing such an attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded, in the state in which he -35- 55B-55 purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such a notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registration books maintained by the Fiscal Agent pursuant to Section 2.08 hereof. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith. Section 9.05 Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.06 Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid (first class, registered or certified) in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) as follows: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: Executive Director, Finance & Management Services Agency Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or seined by being deposited postage prepaid (first class, registered or certified) in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) as follows: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, CA 90071 Attention: Global Corporate Trust Services Section 9.07 Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held by a court of competent jurisdiction to be illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have executed and delivered this Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid or unenforceable. -36- 55B -56 Section 9.08 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, and subject to the escheat laws of the State, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Fiscal Agent at such date, shall be paid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners of such Bonds shall look only to the City for the payment of the principal o£, and interest and any premium on, their Bonds. Section 9.09 Annlicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.10 Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Improvement Bond Act of 1915 as in effect on the Closing Date, the provision of the Improvement Bond Act of 1915 shall prevail over the conflicting provision of this Agreement. Section 9.11 Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance. Section 9.12 Payment on Business Day. In any case where the date of the payment of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption is other than a Business Day, the payment of interest or principal (and premium, if any) need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required, and no interest shall accrue for the period from and after such date. Section 9.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and attested, and the Fiscal Agent, in acknowledgment of its acceptance of the duties of the Fiscal Agent created hereunder, has caused this Agreement to be executed in its name, all as of July 1, 2016. -37- 55B-57 City Attorney CITY OF SANTA ANA By _ ..... Executive Director, Finance & Management Services Agency U.S. BAND. NATIONAL ASSOCIATION as Fiscal Agent By :__ Authorized Officer W-1 55B -58 EXHIBIT "A" [FORM OF BOND] UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE AGREEMENT) TO THE FISCAL AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND AUTHENTICATED AND DELIVERED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Registered Number Interest Rate Registered Owner: Principal Stun: UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF SANTA ANA ASSESSMENT DISTRICT NO, 2015-01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BOND Maturity Date CEDE & CO. Registered Amount Original Issue Date CUSIP NO, Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the Streets and Highways Code of the State of California (the "Act "), the City of Santa Ana, (the "City "), will, out of the redemption fund for the payment of the Bonds issued upon the unpaid portion of assessments made for the construction and acquisition of certain public improvements in and for Assessment District No. 2015 -01 (Warner Industrial Community), City of Santa Ana, County of Orange, State of California (the "Assessment District "), which improvements and the Assessment District are more fully described in proceedings taken pursuant to Resolution No. 2015 -30, the Resolution of Intention for the Assessment District, adopted by the City Council of the City on July 7, 2015, pay to the registered owner identified above, or registered assigns, on the maturity date specified above the principal sum specified above in lawful money of the United States, and in like manner will pay interest from the interest payment date next preceding the date on which this Bond is authenticated, unless this Bond is authenticated after a Record Date (as hereinafter defined) and FEW 55B -59 before the close of business on the next interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before the Record Date preceding the first interest payment date, in which event it shall bear interest from the original issue date specified above, until payment of such principal sum shall have been discharged, at the rate of interest per anmun specified above, payable semiannually on March 2 and September 2 in each year commencing on March 2, 2017. Both the principal hereof and redemption premium hereon are payable at the principal corporate trust office of U.S, Bank National Association, the Fiscal Agent (the "Fiscal Agent ") in St. Paul, Minnesota, or such other office as shall be designated by the Fiscal Agent as its principal corporate trust office for such purpose, and the interest hereon is payable by check mailed to the owner hereof at the owner's address as it appears on the records of the Fiscal Agent, or at such address as may have been filed with the Fiscal Agent for that purpose, as of the fifteenth (15th) day of the month preceding each interest payment date (the "Record Date "). Principal of, redemption premium, if any, and interest payable to any Owner of Bonds in aggregate principal amount of $1,000,000 or more will be paid, upon the written request of any such Owner in form and substance satisfactory to the Fiscal Agent, by wire transfer of immediately available funds to an account within the United States designated by such Owner on or before a Record Date. Interest on the Bonds will be calculated on the basis of a 360 -day year composed of twelve 30 -day months. This Bond will continue to bear interest after maturity at the rate specified above, provided it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund, with which to pay the same. If it is not presented at maturity, and there are sufficient moneys in said redemption fund with which to pay the same, interest on this Bond will run until maturity. Pursuant to Section 8769 of the Streets and Highways Code of the State of California, the City Council of the City has determined that the City will not obligate itself to advance funds from the City treasury to cure any deficiency in the redemption fund, This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by the City pursuant to the Act and a Fiscal Agent Agreement dated as of July 1, 2016 by and between the City and the Fiscal Agent (the "Fiscal Agent Agreement ") in the aggregate principal amount of $ (the "Bonds ") for the purpose of providing means for paying for the construction of the improvements which are to be constructed within and for the Assessment District, as described in said proceedings, and is secured by the moneys in said redemption Rind and by the unpaid portion of the assessments levied on parcels of property within the Assessment District for the payment of said improvements, and, including principal and interest, is payable exclusively out of said fund. Reference is hereby made to the Act and the Fiscal Agent Agreement, and all amendments thereto, for a description of the rights, ditties and obligations of the City and the owners of the Bonds, the terms upon which the Bonds are issued and the terms and conditions on which the Bonds will be deemed to be paid, at or prior to maturity or redemption of the Bonds, to all the provisions of which agreement the owner of this Bond, by acceptance hereof, assents and agrees. The Bonds are issuable only as fully registered Bonds in denominations of $5,000, or any integral multiple thereof. A -2 55B -60 This Bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at the office of the Fiscal Agent, subject to the terms and conditions provided in the Fiscal Agent Agreement, including the payment of certain charges, if any, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange for this Bond. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a partnership or a trust. The Fiscal Agent shall not be required to make any exchange or registration of transfer of Bonds during the fifteen (15) days preceding the date established by the Fiscal Agent for the selection of Bonds for redemption, or with respect to any Bonds which have been selected for redemption. The Fiscal Agent may treat the owner hereof" as the absolute owner for all purposes, and the Fiscal Agent shall not be affected by any notice to the contrary. The Bonds maturing on and after September 2, 20 are subject to redemption prior to their stated maturity dates on September 2, 20 or on any Interest Payment Date thereafter, on a pro rata basis among maturities (and by lot within any one maturity), in integral multiples of $5,000, at the option of the City from moneys derived by the City from any source, at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Dates Redemption Price September 2, 20_ and March 2, 20 10% September 2, 20_ and March 2, 20_ 10% September 2, 20 and thereafter 10% The Bonds are also subject to mandatory redemption on any Interest Payment Date, as selected by the City, in integral multiples of $5,000, from moneys derived by the City from Assessment Prepayments (as defined in the Fiscal Agent Agreement), at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Dates Redemption Price September 2, 20_ through March 2, 20� 10% September 2, 20 and March 2, 20 10% September 2, 20_ and March 2, 20_ 10% September 2, 20_ and thereafter t0% The Bonds maturing on September 2, 20_, are subject to mandatory sinking fund redemption, in part, on September 2, 20 , and on each September 2 thereafter prior to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with A -3 55B -61 accrued interest to the date of redemption, without premium, from sinlcing fiend payments as provided in the Fiscal Agent Agreement. This Bond is subject to refunding pursuant to the procedures of Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California. This Bond shall not be entitled to any benefit under the Act or the Fiscal Agent Agreement, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. IN WITNESS WHEREOF, the City of Santa Ana, California, has caused this Bond to be signed in facsimile by its City Treasurer and City Cleric, and has caused its official seal to be reproduced in facsimile hereon all as of the day of July, 2016, City Cleric A -4 55B -62 CITY OF SANTA ANA, CALIFORNIA City Treasurer CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within - defined Fiscal Agent Agreement. Fiscal Agent By: Authorized Signatory A -5 55B -63 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within- registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Fiscal Agent with fall ,power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s) must be guaranteed by an eligible guarantor institution Note: The signature(s) on this Assignment must correspond with the fact of the within registered Bond in every particular without alteration or enlargement or any change whatsoever. A -6 55B -64 3.S 0i h v NwS 4-0 oy o y cc � v �A yV N.G T.G a N T b. A 0 0 m Edo c o.t u �wb 0 0'� A'� V o „y TAO N Eh u DES o .S �'t o � o o ° m O � 6 0 ate' o V 0 0 7,F C o.� o c4 Cv U,dv c 0 E C.� y,� s ropnV NaN a � c n0 a.Ss v> u ^GD �u wS� Far d PRELIMINARY OFFICIAL STATEMENT DATED 2016 NEW ISSUE — BOOK -ENTRY ONLY NOT RATED In the opinion of Best Best & Krieger LLP, San Diego, California, ( "Bond Counsel'), subject, however. to certain qualifications described herein, under existing statutes, regulations, rulings and Judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum lax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the fimther opinion of Bond Counsel, interest on The Bonds is exentpl fl-om California personal income tax. See "TAXMATTERS" herein. Dated: Date of Delivery CITY OF SANTA ANA ASSESSMENT DISTRICT NO. 2015 -01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BONDS Due: September 2, as shown on inside cover The City of Santa Ana Assessment District No, 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds (the "Bonds ") are being issued pursuant to provisions of the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code) (the "Act' and a Fiscal Agent Agreement, dated as of July 1, 2016 by and between the City of Santa Ana, California (the "City") and U.S. Bank National Association, as fiscal agent (tire "Fiscal Agent "). The Bonds are limited obligation bonds issued to pay the cost of the reconstruction of street pavement, coustmetion of curb ramps, repair of driveway approaches, sidewalks, curbs and gutters, adjustment of surface utility tames and covers, and installation of pavement markings, together with appurtenances and appurtenant work within the City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) (the "Assessment District "). The construction of the public improvements shall be undertaken as provided by the Municipal Improvement Act of 1913 (Division 12 of the California Streets and Highways Code) (the "1913 Act"). The Bonds are being issued as fully- registered bonds in the denomination of $5,000 or any integral multiple thereof, with the exception of one Bond due on the rust maturity date which may be in an odd denomination. Interest on the Bonds will be payable on March 2 and September 2 of each year (each, an "Interest Payment Date "), commencing March 2, 2017, to owners of record on the fifteenth day of the month hmnedburly preceding each Interest Payment Date (a "Record Date "). The Bonds will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company ("DTC") Purchases of beneficial interest in the Bonds will be made in book -entry-only form. Accordingly, principal of and premium, if any, and interest on the Bonds will be paid by the Fiscal Agent, directly to DTC as the registered owner thereof. Upon receipt of payments of principal and interest, DTC is to remit such principal and interest to the DTC Participants for subsequent disbursement to the beneficial owners of the Bonds. Purchasers will not receive certificates representing Bonds purchased by them. The Bonds are subject to redemption prior to maturity as described herein. See "THE BONDS — Redemption of the Bonds" herein. MATURITY SCHEDULE (See Inside Cover) Under Ore provisions of tire Act, insra0ments of principal and interest sufficient to meet annual bond debt service are to be included air the regular county property tax bills sent to owners of property against which there are unpaid assessments. These annual installments are to be paid into a redemption fiord (the `Redemption Fund ") established for the Bonds to be held by the Fiscal Agent and used to pay debt service on the Bonds as it becomes due. Unpaid assessmarte constitute fixed liens on the lots and parcels assessed within the Assessment District and do not constitute a personal indebtedness of the respective owners of such lots and parcels. Accordingly, in the event of delinquency, proceedings may be had only against the real property securing The delinquent assessment. Thus, the value of land within the Assessment District is a critical factor in detennining the investment quality of the Bonds. See "THE ASSESSMENT DISTRICT — Estimated Value to Lien Ratios" herein. The Fiscal Agent will establish a Reserve Fund (defined herein) and deposit Bond proceeds equal to the amount of the Reserve Requirement (defined herein), to provide funds for payment of principal and interest on the Bonds in the event of any delinquent assessment installments, The City's obligation to advance funds to the Redemption Fund as a result of delinquent installments is limited to the balance in the Reserve Fund, The City has covenanted to initiate judicial foreclosure in the event of a delinquency. See `SECURITY FOR THE BONDS — Covenant to Continence Superior Court Foreclosure Proceedings" herein. The Bonds are not a debt or a liability of the City, the State of California (the "State ") or any political subdivision thereof, Neither the faith and credit nor the taxing power of the City, the State or any political subdivision thereof is pledged to the payment of the Bonds, or the interest or any premium thereon, and no Bondowners may compel the exercise of the taxing power of the City or the forfeiture of any of its property. The principal of, premium, if any, and interest on the Bonds are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon mry of its property or upon any of its income, receipts or revenues, other than the assessments. See "SPECIAL RISK FACTORS" herein for a discussion of certain risk factors that should be considered, in addition to the matters set forth herein, in evaluating the investment quality of the Bonds. This cover page contains certain information for reference only, It is not a summary of this financing. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are to be offered when, as and if issued and delivered to the Underwriter, subject to the approval as to their legality by Best Best & Krieger LLP, San Diego, California, as Bond Counsel. Certain legal matters will be passed upon for the City by Best Best & Krieger LLP, San Diego, California, as Disclosure Counsel. It is anticipated that the Bonds in book -entry form will be available for delivery through the facilities of DTC on or about ,2016. Dated: , 2016 Preliminary, subject to change. EXHIBIT 4 55B -65 MATURITY SCIIEDULE CITY OF SANTA ANA ASSESSMENT DISTRICT NO. 2015-01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BONDS Base CUSIP ®t No. Serial Bonds Maturity Date Principal Interest September 2 Amount Rate Yield Tenn Bonds due September 2, 20_, Yield _% CUSIP ®t No. CUSIPW " Preliminary, subject to change. t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S &P Capital IQ. Copyright© 2016 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S &P Capital IQ. Copyright© 2016 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. 55B -66 CITY OF SANTA ANA MAYOR AND CITY COUNCIL Miguel Pulido, Mayor Vicente Sarmiento, Mayor Pro Tern, Ward 1 Michele Martinez, Councilmember, Ward 2 Angelica Amezcua, Councilmember, Ward 3 David Benavides, Councilmember, Ward 4 Roman A. Reyna, Councilmember, Ward 5 Sal Tinajero, Councilmember, Ward 6 CITY STAFF David Cavazos, City Manager Maria Huizar, City Clerk Francisco Gutierrez, City Treasurer Edwin "William" Galvez, P.E., City Engineer /Superintendent of Streets SPECIAL SERVICES Bond and Disclosure Counsel Best Best & Krieger LLP San Diego, California Assessment Engineer Psomas San Diego, California Financial Advisor to the City Fieldman, Rolapp & Associates Irvine, California Fiscal Agent U.S. Bank National Association Los Angeles, California 55B -67 GENERAL INFORMATION ABOUT THE OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the offer and sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City in any press release and in any oral statement made with the approval of an authorized officer of the City or any other entity described or referenced herein, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend," and similar expressions identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward - looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City or any other entity described or referenced herein since the date hereof. The City does not plan to issue any updates or revision to the forward- looking statements set forth in this Official Statement. Limited Offering. No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or any other entity described or referenced herein since the date hereof. All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the cover page hereof and said public offering prices may be changed from time to time by the Underwriter. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. 55B -68 TABLE OF CONTENTS INTRODUCTION ................... ..............................1 SANTA ANA AND THE COUNTY Purpose of the Bonds ......... ..............................1 ORANGE .............. ............................... Security for the Bonds ...... ............................... I Covenant for Superior Court Foreclosure ........ 2 Assessment District ............ ..............................2 APPENDIX D - SUMMARY OF CERTAIN Description of the Bonds ... ..............................3 30 Assessed Values and Value -to -Lien Ratios .....3 AGENT AGREEMENT ......................D Tax Exemption ................... ..............................3 APPENDIX E - FORM OF CONTINUING Special Risk Factors ........... ..............................4 31 Forward Looking Statements ...........................4 APPENDIX F - THE BOOK -ENTRY Continuing Disclosure ....... ..............................4 SYSTEM .............. ............................... Other Information .............. ..............................4 32 THE BONDS .......................... ..............................6 ASSESSMENT ROLL AND Authority for Issuance ....... ..............................6 VALUE -TO -LIEN RATIOS ...............G Amount and Purpose of the Bonds ..................6 General.............................. ............................... 6 Redemption of the Bonds .. ..............................6 Transfer and Exchange of Bonds .....................8 Book -Entry System ............ ..............................8 33 Sources and Uses of Funds ..............................9 34 Investment of Moneys ....... ..............................9 Annual Debt Service Schedule ......................10 35 SECURITY FOR THE BONDS .........................11 Assessment Installments ... .............................11 35 Reserve Fund .................... .............................11 Obligation of the City Upon Delinquency ..... 12 Covenant to Commence Superior Court Foreclosure Proceedings ...........................12 Sales of Tax Defaulted Property Generally ...13 Delinquency Resulting in Ultimate or Temporary Default on Bonds ................... 13 Priority of Lien .................. .............................15 Assessments and the Teeter Plan ...................15 THE IMPROVEMENT PROJECT .....................16 Description of Work ......... .............................16 Cost Estimate .................... .............................17 Method of Assessment Spread .......................18 THE ASSESSMENT DISTRICT ........................21 Location and Description .. .............................21 Development in the Assessment District ....... 22 County Assessed Valuations ..........................22 Value -to -Lien Ratios ......... .............................23 Property Tax Status ........... .............................23 Direct and Overlapping Debt .........................24 Top Property Owners ........ .............................26 Historical Property Tax Collections and Delinquencies .............. .............................27 SPECIAL RISK FACTORS ... .............................28 General............................ ............................... 28 Assessments Are Not Personal Obligations ................ ............................... 28 Risks of Real Estate Secured Investments Generally................... ............................... 28 Foreclosure Shortfall ......... .............................28 SANTA ANA AND THE COUNTY Non - Availability of City Funds .....................28 ORANGE .............. ............................... Bankruptcy and Foreclosure ..........................29 APPENDIX C - FORM OF BOND Topography; Seismic Activity; Other COUNSEL OPINION ......................... Events.......................... .............................29 APPENDIX D - SUMMARY OF CERTAIN Parity Taxes and Special Assessments ........... 30 Property Values ................. .............................31 AGENT AGREEMENT ......................D Absence of Secondary Market for the APPENDIX E - FORM OF CONTINUING Bonds......................... ............................... 31 Right to Vote on Taxes Act ...........................31 APPENDIX F - THE BOOK -ENTRY Ballot Initiatives and Legislative SYSTEM .............. ............................... Measures .................... ............................... 32 Impact of Legislative Proposals, ASSESSMENT ROLL AND Clarifications of the Code and Court VALUE -TO -LIEN RATIOS ...............G Decisions on Tax Exemption ....................32 No Acceleration ................ .............................32 Loss of Tax Exemption ..... .............................32 ABSENCE OF LITIGATION .............................33 TAX MATTERS .................. ............................... 33 CONTINUING DISCLOSURE .......................... 34 NO RATING .......................... .............................35 UNDERWRITING ............... ............................... 35 FINANCIAL ADVISOR ........ .............................35 MISCELLANEOUS ............. ............................... 35 APPENDIX A - ASSESSMENT DIAGRAM ... A -1 APPENDIX B - GENERAL ECONOMIC DATA CONCERNING THE CITY OF SANTA ANA AND THE COUNTY OF ORANGE .............. ............................... B -1 APPENDIX C - FORM OF BOND COUNSEL OPINION ......................... C -1 APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT ......................D -1 APPENDIX E - FORM OF CONTINUING DISCLOSURE AGREEMENT........... E -1 APPENDIX F - THE BOOK -ENTRY SYSTEM .............. ............................... F -1 APPENDIX G - UNPAID FINAL ASSESSMENT ROLL AND VALUE -TO -LIEN RATIOS ...............G -1 -I- 55B-69 [THIS PAGE INTENTIONALLY LEFT BLANK] 55B -70 CITY OF SANTA ANA ASSESSMENT DISTRICT NO. 2015-01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BONDS INTRODUCTION This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and Appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Purpose of the Bonds The purpose of this Official Statement, which includes the cover page and Appendices hereto (the "Official Statement "), is to provide certain information concerning the sale and issuance of the City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds in the principal amount of $ ' (the "Bonds "). The improvement proceedings establishing Assessment District No. 2015 -01 (Warner Industrial Community) (the "Assessment District ") were conducted pursuant to the Municipal Improvement Act of 1913 (the "1913 Act"), being Division 12 (commencing with Section 10000) of the Streets and Highways Code of the State of California (the "Code "). The Bonds are proposed to be issued pursuant to the Improvement Bond Act of 1915 (the "Act "), being Division 10 (commencing with Section 8500) of the Code and a Fiscal Agent Agreement, dated as of July 1, 2016 by and between the City and U.S. Bank National Association as fiscal agent (the "Fiscal Agent ") (the "Fiscal Agent Agreement "). The Bonds shall be as described in, and shall be issued and secured under and pursuant to the Fiscal Agent Agreement. See APPENDIX D - "SUMMARY OF THE FISCAL AGENT AGREEMENT" herein. The Assessment District has been formed and the proceeds from the sale of the Bonds will be used to: (i) finance the reconstruction of street pavement, construction of curb ramps, repair of driveway approaches, sidewalks, curbs and gutters, adjustment of surface utility frames and covers, and installation of pavement markings, together with appurtenances and appurtenant work (collectively, the "Improvements "), (ii) pay the costs of issuing the Bonds and certain administrative expenses, and (iii) fund a reserve fund for the Bonds (the "Reserve Fund "). Security for the Bonds The Bonds are issued upon and secured by the unpaid assessments, together with interest thereon, which will be collected as herein described for the redemption and payment of the principal of and premium, if any, on the Bonds and the interest thereon. All the Bonds are additionally secured by the moneys in the redemption fund created under the Fiscal Agent Agreement (the "Redemption Fund ") and the Reserve Fund. Principal of and interest on the Bonds are payable out of the Redemption Fund. The unpaid assessments represent fixed liens on the lots and parcels assessed. They do not, however, constitute a personal indebtedness of the respective owners of said lots and parcels. See "SECURITY FOR THE BONDS - General" herein. Under the provisions of the Act, installments of principal and interest sufficient to meet annual debt service on the Bonds (the "Assessment Installments ") are to be included on the regular county tax bills sent to owners of property against which there are unpaid assessments. These Assessment Installments are to be transferred by the City Treasurer (the "Treasurer ") to the Fiscal Agent. The Assessment Installments billed against each property represent that property's pro rata share of the total principal of and interest on the Bonds " Preliminary, subject to change. 55B -71 coming due that year. All assessments are based on special benefits received by the properties within the boundaries of the Assessment District. In connection with the issuance of the Bonds, the Reserve Fund has been established as additional security for the Bonds. Proceeds from the sale of the Bonds in the amount of $ equal to the Reserve Requirement (defined herein) will be deposited in the Reserve Fund. The Reserve Fund will be a source of available funds to advance to the Redemption Funds in the event of delinquent installments. The City's obligation to advance funds to the Redemption Fund in the event of delinquent installments is limited to the balance in the Reserve Fund. Pursuant to the Fiscal Agent Agreement, the City has no obligation to replenish the Reserve Fund except to the extent that delinquent Assessments are paid or proceeds from foreclosure sales are realized. See "SECURITY FOR THE BONDS - Reserve Fund" herein. In addition to the Reserve Fund and the Redemption Fund, the Fiscal Agent has established an Improvement Food (the "Improvement Fund "), to be maintained and disbursed by the Fiscal Agent only for the purposes authorized in the assessment proceedings. To the extent required, the Fiscal Agent may establish various subaccounts within each fund. See "SECURITY FOR THE BONDS," "SPECIAL RISK FACTORS" and "THE IMPROVEMENT PROJECT - Method of Assessment" herein. Covenant for Superior Court Foreclosure The City will pursue judicial foreclosure proceedings against properties with delinquent Assessment Installments in excess of $10,000 by the October 1 following the close of the Fiscal Year in which such installments were due, and will commence judicial foreclosure proceedings against all properties with delinquent Assessment Installments by the October 1 following the close of each Fiscal Year in which it receives Assessment Revenues in an amount which is less than ninety -five percent (95 %) of the total Assessment Revenues which were to be received in the Fiscal Year and diligently pursue to completion such foreclosure proceedings. See "SECURITY FOR THE BONDS - Covenant to Commence Superior Court Foreclosure" herein. Assessment District The City - The City, county seat of the County of Orange (the "County "), is a community of approximately 342,930 residents, located approximately 33 miles southeast of the City of Los Angeles, 20 miles east of the Ports of Los Angeles and Long Beach, and 90 miles north of San Diego. Numerous government offices have taken advantage of the City's central location and position as County seat. City, County, State and federal offices are conveniently located in the multi - government Civic Center in the heart of the City. The City has an industrial base which supports the local economy. The Assessment District - The land in the Assessment District, consisting of 205 assessable parcels is located in an industrial area of the City. A resolution of intention was adopted by the City Council of the City (the "City Council ") on July 7, 2015 and directed the Assessment Engineer to prepare the Engineer's Report. Resolutions establishing the boundaries of the Assessment District and preliminarily approving the Engineer's Report were adopted by the City Council of the City on January 19, 2016. The public hearing to receive comments on the Preliminary Engineer's Report and collect ballots was held on April 5, 2016. After conclusion of the public hearing, a tabulation of the votes was compiled. A majority of ballots cast by parcel owners (70.29 %) were determined to be affirmative, and the City Council proceeded to confirm the assessments and order the assessments to be levied as proposed in the Engineer's Report. The streets to be improved within the Assessment District include: Adams Street, Anne Street, Castor Street, Central Avenue, Fordham Avenue, Harvard Street, Maywood Avenue, Otis Street, Pendleton Avenue, Susan Street and Yale Street. See "THE IMPROVEMENT PROJECT" herein. 2 55B -72 Of the 205 assessable parcels, _ parcels were paid in full during the 30 -day cash payment period provided in the Act, leaving _ parcels with unpaid assessments securing the Bonds. The cash payments received, totaling $ , together with proceeds of the Bonds, and the City's contribution, will be used by the City to finance the improvements. See "THE IMPROVEMENT PROJECT" herein. The parcels with unpaid assessments in the Assessment District have a Fiscal Year 2015 -16 County assessed land value of $ , with the value of improvements (buildings) being $ resulting in a total assessed value of $ . See "THE ASSESSMENT DISTRICT" herein. A complete listing of the land values and the associated burden for all assessable parcels is set forth in APPENDIX G — "UNPAID FINAL ASSESSMENT ROLL AND VALUE -TO -LIEN RATIOS." Description of the Bonds Maturity Dates. The Bonds will mature on September 2 in the years and in the principal amounts set forth on the inside cover page of this Official Statement. Payment Dates. The Bonds will be dated their date of delivery. Interest on the Bonds accrues from their dated date at the rates set forth on the inside cover page of this Official Statement, and is payable semiannually on each March 2 and September 2, commencing March 2, 2017 (each, an "Interest Payment Date "). The principal amount of the Bonds is payable at maturity or at earlier redemption upon surrender of the applicable Bond for payment. Registration. The Bonds will be issued in fully registered form only, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( "DTC "), and will be available to actual purchasers of the Bonds (the "Beneficial Owners ") in authorized denominations, under the book -entry only system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See "THE BONDS — Book -Entry System" and APPENDIX E `BOOK -ENTRY ONLY SYSTEM" herein. Denominations. The Bonds will be issued and beneficial ownership interests may be purchased by Beneficial Owners in denominations of $5,000 or any integral multiple thereof. Redemption! The Bonds are subject to redemption prior to maturity. See "THE BONDS Redemption of the Bonds" herein. Assessed Values and Value -to -Lien Ratios The aggregate assessed value of the parcels in the Assessment District, with unpaid assessments, as shown on the Orange County (the "County ") Assessor's roll for Fiscal Year 2015 -16 is $ . The ratio of the assessed value of such parcels to the total amount of the unpaid assessments and direct and overlapping debt secured by ad valorem taxes, special taxes and assessments on such parcels is approximately to 1. See "THE ASSESSMENT DISTRICT — Estimated Value -to -Lien Ratios" herein. A complete listing of the land values and the associated burden for all assessable parcels is set forth in APPENDIX G — "UNPAID FINAL ASSESSMENT ROLL AND VALUE -TO -LIEN RATIOS" herein. Tax Exemption In the opinion of Best Best & Krieger LLP ( "Bond Counsel"), under existing statutes, regulations, rulings and judicial decisions and assuming compliance with certain covenants and provisions of the Internal Revenue Code of 1986, as amended (the "Code "), interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code, although it may be includable in the calculation for * Preliminary, subject to change. 55B -73 certain taxes. In the further opinion of Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Bonds is exempt from State of California (the "State ") personal income tax. See "TAX MATTERS" herein. Special Risk Factors Unpaid assessments do not constitute a personal indebtedness of the owners of the parcels within the Assessment District. There is no assurance the owners will be able to pay the Assessment Installments or that they will pay such installments even though financially able to do so. Because the City has not obligated itself to advance funds to pay Bond debt service in the event of delinquent Assessment Installments, failure by owners of the parcels to pay Assessment Installments when due, depletion of the Reserve Fund, or the inability of the City to sell parcels which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent Assessment Installments levied against such parcels may result in the inability of the City to make full or punctual payments of debt service on the Bonds, and Owners of the Bonds would therefore be adversely affected. See "SPECIAL RISK FACTORS" herein. Forward Looking Statements Certain statements included or incorporated by reference in this Official Statement constitute "forward - looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "project," "budget" or other similar words. Such forward - looking statements include, but are not limited to, certain statements contained in the information under the caption "THE ASSESSMENT DISTRICT" herein. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD - LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD- LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD - LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. Continuing Disclosure The City will covenant for the benefit of the Owners and Beneficial Owners to make available certain financial and operating data relating to the Bonds, the Assessment District and the City and to provide notices of the occurrence of certain enumerated events in compliance with Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission. The specific nature of information to be made available and the enumerated events are summarized under the caption "CONTINUING DISCLOSURE" and set forth in APPENDIX E — "FORM OF CONTINUING DISCLOSURE AGREEMENT" herein. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. The summaries and references to documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each document, statute, report or instrument. Copies of documents referred to herein and information concerning the Bonds are available from the City, 20 Civic Center Plaza, Santa Ana, California 92701. The City may impose a charge for copying, mailing and handling. 55B -74 No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations other than as contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. The summaries and references to documents, statutes and constitutional provisions referred to herein do not purport to be comprehensive or definitive, and are qualified in their entireties by reference to each of such documents, statutes and constitutional provisions. The information set forth herein, other than that provided by the City, has been obtained from official sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness by the City. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. All terms used herein and not otherwise defined shall have the meanings given such terns in the Fiscal Agent Agreement. 55B -75 TILE BONDS Authority for Issuance The Bonds are issued pursuant to the provisions of the Act and the Fiscal Agent Agreement. The formation and assessment proceedings for the Assessment ,District were conducted pursuant to the Municipal Improvement Act of 1913 (the "1913 Act"), Article XIIID of the California Constitution and the Proposition 218 Omnibus Implementation Act (Statutes of 1997, Chapter 38). The City Council confirmed a total assessment of $3,033,415 on April 5, 2016, and recorded such confirmed assessment on April 22, 2016. Amount and Purpose of the Bonds The Bonds are being issued in the aggregate principal amount of $ which, together with cash payments on the assessments of $ , and the City's contribution of $ will be used to finance the Improvements, to pay costs of issuing the Bonds, and to fund the Reserve Fund. See the below captioned "Sources and Uses of Funds" and "THE IMPROVEMENT PROJECT" herein. General The Bonds will be issued as fully registered bonds in the denomination of $5,000 or any integral multiple of $5,000. The Bonds will be dated the date of delivery and will bear interest at the rates per annum and will mature, subject to the redemption provisions set forth below, on the dates and in the principal amounts, all as set forth on the cover page hereof. Interest on the Bonds is payable semiannually on March 2 and September 2 of each year, commencing March 2, 2017 (each an "Interest Payment Date ") to the persons in whose names ownership of the Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided in the Fiscal Agent Agreement. Such interest will be paid by check mailed by the Fiscal Agent on such Interest Payment Date, by first class mail, postage prepaid, to such Registered Owners at their respective addresses shown on the Registration Books as of the close of business on the immediately preceding Record Date, except as provided in the Fiscal Agent Agreement. Interest on the Bonds will be calculated on the basis of a 360 -day year composed of twelve 30 -day months. Principal of and premium, if any, on the Bonds will be payable upon presentation and surrender thereof upon maturity or earlier redemption at the principal corporate trust office (the "Trust Office ") of the Fiscal Agent in St. Paul, Minnesota, or such other address as specified by the Fiscal Agent. Principal of and premium, if any, and interest on the Bonds will be paid in lawful money of the United States of America. The Bonds will be issued in book -entry form, initially registered in the name of Cede & Co., New York, New York, as nominee of The Depository Trust Company ( "DTC "), New York, New York. Payment of interest on any Bond registered as of each Record Date in the name of Cede & Co. will be made by wire transfer of same -day funds to the account of Cede & Co. See "THE BONDS Book-Entry System" and APPENDIX E "BOOK -ENTRY ONLY SYSTEM" herein. Redemption of the Bonds Optional Redemption. The Bonds maturing on or after September 2, 20, are subject to redemption prior to their stated maturity dates on September 2, 20 or on any Interest Payment Date thereafter, in full or in part, on a pro rata basis among maturities (and by lot within any one maturity), in integral multiples of $5,000, at the option of the City from moneys derived by the City from any source, at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued interest thereon to the date of redemption: 55B -76 Redemption Dates Redemption Price September 2, 20_ and March 2, 20 10_% September 2, 20 and March 2, 20_ 10 % September 2, 20 and thereafter to —% Mandatory Redemption from Assessment Prepayments. The Bonds are subject to mandatory redemption prior to their stated maturity dates on any Interest Payment Date, as selected by the City, in integral multiples of $5,000, from moneys derived by the City from Assessment Prepayments, at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued interest thereon to the date of redemption: Redemption Dates Redemption Price March 2, 2017 through March 2, 20_ 10_% September 2, 20 and March 20 10_% September 2, 20_ and March 20 10% September 2, 20_ and March 20 Sinking Fund Redemption. The Outstanding Bonds maturing on September 2, 20 , are subject to mandatory sinking fund redemption, in part, on September 2, 20 , and on each September 2 thereafter prior to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date of redemption, without premium, from sinking fund payments as follows: Redemption Dates (September 2) Sinking Fund Payments The amounts in the foregoing schedule shall be reduced pro rata among redemption dates, in order to maintain substantially level Annual Debt Service, as directed in writing to the Fiscal Agent by an Authorized Officer, as a result of any prior partial redemption of the Bonds pursuant to the Fiscal Agent Agreement. Purchase of Bonds. In lieu of payment at maturity or redemption under the Fiscal Agent Agreement, moneys in the Redemption Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. The Fiscal Agent shall be absolutely protected and shall incur no liability in relying on such an Officer's Certificate. Refunding Bonds. Pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (Division 11.5 of the California Streets and Highways Code), the City may issue refunding bonds for the purpose of redeeming the Bonds. The City may issue and sell refunding bonds without giving notice to and conducting a hearing for the owners of property in the Assessment District, or after giving notice to the owners of the Bonds after the making of certain required findings by the City Council. Selection of Bonds for Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each maturity of the Bonds insofar as possible, and shall select Bonds for redemption within each maturity of the Bonds by lot. Notice of Redemption and Effect Thereof. Notice of any redemption will be given by the Fiscal Agent by first class mail, postage prepaid, to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and to the Securities Depositories and to one or more 55B -77 Information Services, at least 30 but not more than 60 days prior to the date fixed for redemption. Such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Redemption notices may be conditional. From and after the date fixed for redemption, if funds available for the payment of the redemption prices of the Bonds called for redemption, together with accrued interest to the date of redemption, shall have been deposited in the Redemption Fund, such Bonds shall cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and interest shall cease to accrue on the Bonds to be redeemed on the redemption date specified in the notice of redemption. Transfer and Exchange of Bonds So long as the Bonds remain in book -entry form, transfer and exchange of any of the Bonds shall be accomplished in accordance with the provisions of such book -entry system. In the event of the termination of such book -entry system with respect to the Bonds, then any Bond may be transferred upon the registration books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Fiscal Agent. Whenever any Bond or Bonds are surrendered for transfer, the City will execute and the Fiscal Agent will authenticate and deliver a new Bond or Bonds of a like aggregate principal amount. The Fiscal Agent will collect from the Bondowner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. The Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The Fiscal Agent will collect from the Bondowner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. The Fiscal Agent will not be obligated to make any transfer or exchange of Bonds during the 15 day period preceding the selection of Bonds for redemption, or with respect to any Bonds selected for redemption. Book -Entry System The Depository Trust Company ( "DTC "), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. See APPENDIX F — "BOOK -ENTRY SYSTEM." 55B -78 Sources and Uses of Funds The sources and uses of funds for the Bonds are summarized as follows: Sources of Funds Principal Amount of Bonds Plus /Less Net Original Issue Premium/Discount City Contribution Prepayments Total Sources Uses of Funds Improvement Fund Reserve Fund (I) Underwriter's Discount Costs of Issuance Fund cz> Total Uses Equals the initial Reserve Requirement for the Bonds. Includes amounts to reimburse the City for certain expenses, fees and expenses of Bond Counsel, Disclosure Counsel, the Financial Advisor, the assessment Engineer, the Fiscal Agent, printing expenses and other issuance costs. Investment of Moneys Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any such moneys Permitted Investments pursuant to the Fiscal Agent Agreement. See APPENDIX D — "SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT" herein. 55B -79 Annual Debt Service Schedule The following table presents the annual debt service schedule for the Bonds, assuming no optional redemptions are made: Year Ending September 2 Principal Interest Total 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 Totals 10 55B -80 SECURITY FOR THE BONDS Assessment Installments The Bonds are secured by the Assessments, together with interest thereon at fixed interest rates, and the Bonds, including principal and interest, are payable, exclusively out of the Redemption Fund. Pursuant to the Fiscal Agent Agreement, the Fiscal Agent will establish, maintain and hold in trust specifically for the Bonds, the Improvement Fund, the Redemption Fund, the Reserve Fund, the Costs of Issuance Fund and the Rebate Fund. The Bonds are secured by the amounts held in such funds and accounts (other than the Rebate Fund). Principal of and interest on the Bonds are payable exclusively out of the Redemption Fund. PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS IS SECURED SOLELY BY THE ASSESSMENTS (INCLUDING PREPAYMENTS THEREOF) ON THE PARCELS, TOGETHER WITH INTEREST THEREON AND ANY PENALTIES RECEIVED WITH RESPECT THERETO, AND ANY OTHER AMOUNTS (INCLUDING PROCEEDS OF THE SALE OF THE BONDS) HELD IN ANY FUND ESTABLISHED PURSUANT TO THE FISCAL AGENT AGREEMENT FOR THE BONDS (OTHER THAN THE REBATE FUND). Under the provisions of the Act, the Assessment Installments will be included annually on the regular County tax bills sent to the owners of the parcels within the Assessment District against which there are unpaid Assessments. Such Assessment Installments are to be paid into the Redemption Fund for the payment of principal of, premium, if any, and interest on the Bonds as they become due. Collection of Assessment Installments will commence with Fiscal Year 201647. Any Assessment may be prepaid at any time, together with any applicable premium to the redemption date, plus interest thereon, as the City may determine with respect to the portion of the prepayment which cannot be applied to the redemption of Bonds on the first available redemption date. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE LIMITED OBLIGATIONS, PAYABLE SOLELY FROM THE ASSESSMENTS AND THE OTHER FUNDS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF TIIE CITY OR THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. NOTWITHSTANDING ANY OTHER PROVISION OF TIIE FISCAL AGENT AGREEMENT, TIIE CITY IS NOT OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO CURE ANY DEFICIENCY IN THE REDEMPTION FUND ESTABLISHED UNDER TIIE FISCAL AGENT AGREEMENT. Reserve Fund Under the Fiscal Agent Agreement, the Fiscal Agent is required on the Closing Date to deposit in the Reserve Fund from proceeds of sale of the Bonds an amount equal to the "Reserve Requirement," which is defined in the Fiscal Agent Agreement to mean, with respect to the Bonds, as of the date of any calculation, the least of (1) 10% of the issue price of the Bonds, (2) maximum annual debt service on the Bonds and (3) 125% of average annual debt service on the Bonds. Amounts on deposit in the Reserve Fund will be transferred to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of, premium, if any, and interest on the Bonds or, in accordance with the terms of the Fiscal Agent Agreement, for the purpose of redeeming Bonds from the Redemption Fund. The moneys in the Reserve Fund may be invested in any Permitted Investment, as said tern is defined in the Fiscal Agent Agreement. See APPENDIX D — "SUMMARY OF CERTAIN PROVISIONS OF TIIE FISCAL AGENT AGREEMENT" herein. Whenever, on any September 3, the amount in the Reserve Fund, less Investment Earnings resulting from the investment of the funds therein which pursuant to the Fiscal Agent Agreement must be rebated to the 11 55B -81 United States (the "Rebate Amount "), exceeds the then applicable Reserve Requirement, the Fiscal Agent shall provide written notice to the City of the amount of the excess and shall, subject to the requirements of the Fiscal Agent Agreement, transfer an amount equal to the excess from the Reserve Fund to the Redemption Fund to be used for the payment of Debt Service on the next succeeding Interest Payment Date in accordance with the Fiscal Agent Agreement. Whenever an Assessment on a lot or parcel of property within the Assessment District is paid off, the Fiscal Agent shall, upon receiving an Officer's Certificate regarding such Assessment, transfer from the Reserve Fund to the Redemption Fund an amount equal to the reduction in such Assessment determined pursuant to Section 8881 of the California Streets and Highways Code, which amount shall be specified in the Officer's Certificate. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon receiving written direction from an Authorized Officer, transfer the amount in the Reserve. Fund to the Redemption Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with the Fiscal Agent Agreement, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Redemption Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred by the Fiscal Agent to the City to be applied as provided in Section 8885 of the California Streets and Highways Code. Obligation of the City Upon Delinquency The City is under no obligation to transfer any funds of the City into the Redemption Fund for payment of the principal of or interest on the Bonds if a delinquency occurs in the payment of any Assessment Installments. See "SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure Proceedings" for a discussion of the City's obligation to foreclose Assessment liens upon delinquencies. Covenant to Commence Superior Court Foreclosure Proceedings The Act provides that in the event any Assessment Installment or any interest thereon is not paid when due, the City may order the institution of a court action to foreclose the lien of the unpaid Assessment. In such an action, the real property subject to the unpaid Assessment may be sold at judicial foreclosure sale. This foreclosure sale procedure is not mandatory. The City has covenanted in the Fiscal Agent Agreement that it will order, and cause to be commenced, judicial foreclosure proceedings against properties with delinquent Assessment installments in excess of $10,000 by the October 1 following the close of the Fiscal Year in which such installments were due, and will commence judicial foreclosure proceedings against all properties with delinquent Assessment Installments by the October 1 following the close of each Fiscal Year in which it receives Assessment Revenues in an amount which is less than 95% of the total Assessment Revenues which were to be received in the Fiscal Year and diligently pursue to completion such foreclosure proceedings. Upon the redemption or sale of the real property responsible for such delinquencies, the City will apply the net proceeds thereof to deposit to the Reserve Fund the amount of any delinquency advanced therefrom to the Redemption Fund for payment of interest on or principal of the Bonds, including Assessment Revenues including net proceeds of redemption or sale of the real property and all such moneys are dedicated in their entirety to the payment of the principal of the Bonds, and interest and any premium on, the Bonds, as provided in the Fiscal Agent Agreement and the 1915 Act. IN THE EVENT SUCH SUPERIOR COURT FORECLOSURE OR FORECLOSURES ARE NECESSARY, THERE MAY BE A DELAY IN PAYMENTS TO BONDOWNERS PENDING PROSECUTION OF THE FORECLOSURE PROCEEDINGS AND RECEIPT BY THE CITY OF THE PROCEEDS OF THE FORECLOSURE SALE; IT IS ALSO POSSIBLE THAT NO BID FOR THE 12 55B -82 PURCHASE PRICE OF APPLICABLE PROPERTY WOULD BE RECEIVED AT THE FORECLOSURE SALE. SEE "SPECIAL RISK FACTORS." NOTWITHSTANDING ANY OTHER PROVISION OF THE FISCAL AGENT AGREEMENT, THE CITY IS NOT OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO CURE ANY DEFICIENCY IN THE REDEMPTION FUND OR RESERVE FUND ESTABLISHED UNDER THE FISCAL AGENT AGREEMENT. The 1913 Act provides that the court in a foreclosure proceeding has the power to order property securing delinquent assessment installments to be sold for an amount not less than all assessment installments, interest, penalties, cost, fees and other charges that are delinquent at the time the foreclosure action is ordered and certain other fees and amounts as provided in the 1913 Act. The court may also include subsequent delinquent assessment installments and all other delinquent amounts. If the property to be sold fails to sell for the minimum price described above, the City may petition the court to modify the judgment so that the property may be sold at a lesser price or without a minimum price. In certain circumstances, the court may modify the judgment after a hearing if the court makes certain determinations, including, but not limited to, a determination that the sale at less than the minimum price will not result in an ultimate loss to the owners of the bonds or a determination that the owners of at least 75% of the principal amount of the bonds outstanding have consented to the petition and the sale will not result in an ultimate loss to the non - consenting bondowners. Neither the property owner nor any owner of a security interest in the property nor any defendant in the foreclosure action nor any agent thereof may purchase the property at the foreclosure sale for less than the minimum price. Prior to July 1, 1983, the right of redemption from foreclosure sales was limited to a period of one year from the date of sale. Under legislation effective July 1, 1983, the statutory right of redemption from such foreclosure sales has been repealed. However, a period of 140 days must elapse after the date notice of levy of the interest in real property was served on the judgment debtor before the sale of such lot or parcel can be made. Furthermore, if the purchaser at the sale is the judgment creditor (e.g., the City), an action may be commenced by the delinquent property owner within 90 days after the date of sale to set aside such sale. The constitutionality of the aforementioned legislation which repeals the one year redemption period has not been tested and there can be no assurance that, if tested, such legislation will be upheld. (Section 701.680 of the Code of Civil Procedure of the State.) Sales of Tax Defaulted Property Generally Property securing delinquent Assessment Installments which is not sold pursuant to the judicial foreclosure proceedings described above may be sold, subject to redemption by the property owner, in the same manner and to the same extent as real property sold for nonpayment of general County property taxes. On or before June 30 of the year in which such delinquency occurs, the property becomes tax defaulted. This initiates a five year period during which the property owner may redeem the property. At the end of the five year period the property becomes subject to sale by the County Treasurer and Tax Collector. Except in certain circumstances, as provided in the 1915 Act, the purchaser at any such sale takes such property subject to all unpaid Assessments, interest and penalties, costs, fees and other charges which are not satisfied by application of the sales proceeds and subject to all public improvement assessments which may have priority. See "SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure Proceedings" for the circumstances under which the City is required to take action to foreclose the lien of delinquent Assessments. Delinquency Resulting in Ultimate or Temporary Default on Bonds If a temporary deficiency occurs in the Redemption Fund with which to pay Bonds which have matured, past due interest or the principal and interest on Bonds coming due during the current tax year, but it does not appear to the Treasurer of the City that there will be an ultimate loss to the Bondowners, the Treasurer shall, pursuant to the 1915 Act, direct the Fiscal Agent to pay the principal of Bonds which have matured as presented 13 55B -83 and make interest payments on the Bonds when due as long as there are available funds in the Redemption Fund, in the following order of priority: (1) All matured interest payments shall be made before the principal of any Bonds is paid. (2) Interest on Bonds of earlier maturity shall be paid before interest on ,Bonds of later maturity. (3) Within a single maturity, interest on lower numbered Bonds shall be paid before interest on higher numbered Bonds. (4) The principal of Bonds shall be paid in the order in which the Bonds are presented for payment. Any Bond which is presented but not paid shall be assigned a serial number according to the order of presentment and shall be returned to the Bondowner. When funds become available for the payment of any Bond which was not paid upon presentment, the Treasurer shall notify the registered owner of such Bond by registered mail to present the Bond for payment. If the Bond is not presented for payment within ten days after the mailing of the notice, interest shall cease to run on the Bond. If it appears to the Treasurer that there is a danger of an ultimate loss accruing to the Bondowners for any reason, he or she is required pursuant to the 1915 Act to withhold payment on all matured Bonds and interest on all Bonds and report the facts to the City Council so that the City Council may take proper action to equitably protect all Bondowners. Upon the receipt of such notification from the Treasurer, the City Council is required to fix a date for a hearing upon such notice. At the hearing the City Council shall determine whether in its judgment there will ultimately be insufficient money in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon. If the City Council determines that in its judgment there will not be an Ultimate Default, it shall direct the Treasurer to pay matured Bonds and interest as long as there is available money in the Redemption Fund. I£ the City Council determines that in its judgment there will ultimately be a shortage in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon (an "Ultimate Default "), the City Council shall direct the Treasurer to pay to the owners of all outstanding and unpaid Bonds such proportion thereof as the amount of funds on hand in the Redemption Fund bears to the total amount of the unpaid principal of the Bonds and interest which has accrued or will accrue thereon. Similar proportionate payments shall thereafter be made periodically as moneys come into the Redemption Fund. Upon the determination by the City Council that an Ultimate Default will occur, the Treasurer shall notify all Bondowners to surrender their Bonds to the Treasurer for cancellation. Upon cancellation of the Bonds, the Bondowner shall be credited with the principal amount of the Bond so canceled. The Treasurer shall then pay by warrant the proportionate amount of principal and accrued interest due on the Bonds of each Bondowner as may be available from time to time out of the money in the Redemption Fund. Interest shall cease on principal payments made from the date of such payment, but interest shall continue to accrue on the unpaid principal at the rate specified on the Bonds until payment thereof is made. No premiums shall be paid on payments of principal on Bonds made in advance of the maturity date thereon. If Bonds are not surrendered for registration and payment, the Treasurer shall give notice to the Bondowner by registered mail, at the Bondowner's last address as shown on the registration books maintained by the Fiscal Agent, of the amount available for payment. Interest on such amount shall cease as of ten days from the date of mailing of such notice. 14 55B -84 Priority of Lien The Assessment Installments and any interest and penalties thereon constitute a lien against the parcels on which they were imposed until the same is paid. Such lien has priority over all private liens and over all fixed special assessment liens which may thereafter be created against such property. Such lien is co -equal to and independent of the lien for general taxes and special taxes. See "THE ASSESSMENT DISTRICT — Direct and Overlapping Debt' herein for a description of other special taxes, assessments or reassessments secured by a lien on property within the Assessment District. Assessments and the Teeter Plan The County has adopted a Teeter Plan as provided for in Section 4701 et seq. of the California Revenue and Taxation Code, under which a tax distribution procedure is implemented and secured roll taxes are distributed to taxing agencies within the County on the basis of the tax levy, rather than on the basis of actual tax collections. By policy, the County does not include assessments, reassessments and special taxes, including the Assessments of the Assessment District, in its Teeter program. 15 55B -85 TIIE IMPROVEMENT PROJECT All of the information in this section, "THE IMPROVEMENT PROJECT," is taken from the Engineer's Report for Assessment District No. 2015 -01 (Warner Industrial Community), prepared by Psomas, San Diego, California (the "Assessment Engineer "), on file with the City Clerk (the "Engineer's Report "). Description of Work The City is using assessment financing to improve the pavement of the local, interior roadway network within the Assessment District. The location of the Assessment District may be generally described as being within the following streets and landmark boundaries: Beginning at the intersection of Harbor Boulevard and Warner Avenue, on the north side of Warner Avenue, east to the abandoned Union Pacific Railroad line, then south along the eastern edge of the abandoned railroad line to Segerstrom Avenue, then east along the northern edge of Segerstrom Avenue to an Orange County Flood Control Channel (D03) /Greenville Banning Channel, then north along the western edge of the channel, continuing north on the western edge of Fairview Street (where it crosses Harvard Street) to the southern edge of Centennial Park, then west along the southern edge of the park to the Santa Ana River, then south along the eastern edge of the river, and continuing south along the eastern edge of IIarbor Boulevard to the point of origin at Warner Avenue. The streets to be improved within the Assessment District include: • Adams Street • Anne Street • Castor Street • Central Avenue • Fordham Avenue • Harvard Street • Maywood Avenue • Otis Street • Pendleton Avenue • Susan Street • Yale Street Only parcels having access to the streets being improved were included, therefore, if parcels have direct access to major thoroughfares, and none of the streets listed above, these parcels were excluded from the Assessment District. The major thoroughfares include: • Fairview Street • Segerstrom Avenue • Harbor Boulevard • Warner Avenue 16 55B -86 Cost Estimate The estimated costs associated with the Improvements, as determined by the Assessment Engineer, are set forth in the following table. TABLE 1 City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds Cost Estimate RECAPITULATION I. TOTAL CONSTRUCTION COSTS $ 5,206,915 $ 5,206,915 II. CITY OF SANTA ANA CONTRIBUTIONS $(3,033,415) $(3,033,415) III. FINANCING COSTS $ 859,915 $ 859,915 TOTAL AMOUNT TO ASSESSMENT $ 3,033,415 $ 3,033,415 Includes a construction cost contingency contribution amount of not to exceed $500,000 to pay for construction expenses resulting from unforeseen conditions not within the scope of work of the construction contract. Source: Psomas. 17 55B -87 PRELIMINARY MODIFIED ITEM COSTS COSTS I. CONSTRUCTION COSTS Engineering and Construction Costs $ 4,706,915 $ 4,706,915 Construction Cost Contingency 500,000 500,000 TOTAL CONSTRUCTION COSTS $ 5,206,915 $ 5,206,915 II. CONTRIBUTIONS City of Santa Ana Construction Cost Contribution $ 2,533,415 $ 2,533,415 City of Santa Ana Contingency Contribution(l) 500,000 500,000 TOTAL CONTRIBUTIONS $ 3,033,415 $ 3,033,415 III. FINANCING COSTS Capitalized Interest $ 216,811 $ 216,455 Bond Discount 60,800 60,700 Reserve Fund 286,075 285,750 Bond Counsel 50,000 50,000 Disclosure Counsel 25,000 25,000 Other Legal Expenses 15,000 15,000 Financial Advisor 40,000 40,000 Official Statement Printing 5,000 5,000 Land Market Value Appraisal 20,000 20,000 Assessment Engineer 50,000 50,000 Bond Registration, Paying /Transfer Agent 5,000 5,000 Printing, Publication, Postage & Miscellaneous Costs 15,000 15,000 District Administration 30,000 30,000 Costs of Issuance Contingencies 41,229 42,010 TOTAL FINANCING COSTS $ 859,915 $ 859,915 RECAPITULATION I. TOTAL CONSTRUCTION COSTS $ 5,206,915 $ 5,206,915 II. CITY OF SANTA ANA CONTRIBUTIONS $(3,033,415) $(3,033,415) III. FINANCING COSTS $ 859,915 $ 859,915 TOTAL AMOUNT TO ASSESSMENT $ 3,033,415 $ 3,033,415 Includes a construction cost contingency contribution amount of not to exceed $500,000 to pay for construction expenses resulting from unforeseen conditions not within the scope of work of the construction contract. Source: Psomas. 17 55B -87 Method of Assessment Spread Background The law requires and the statutes provide that assessments, as levied pursuant to the provisions of the Assessment Law, must be based on the special benefit that the properties receive from the works of improvement. The statute does not specify the method or formula that should be used in any special assessment district proceedings. The responsibility rests with the Assessment Engineer, who is retained for the purpose of making an analysis of the facts and determining the correct apportionment of the assessment obligation. The Assessment Engineer then makes his recommendation at the public hearing on the Assessment District, and the final authority and decision rests with the City Council of the City. After hearing all testimony and evidence presented at that public hearing, and upon conclusion of the public hearing, the City Council must make the final decision determining whether or not the assessment spread has been made in direct proportion to the special benefits received. AnalysisMeeomntended Financing Mechanism The purpose of the assessment methodology is to determine the proportionate amount of the assessment to be assessed to each parcel of land based on special benefits received by each parcel. For purposes of this study the following options, which are commonly used in the public finance industry, were considered: Street Frontage. The street frontage is defined as the length of the side of a parcel that is directly adjacent to the street. The street frontage method is a direct measure of the static utilization of each parcel and its corresponding special benefit proposed from the street improvement. A common way of apportioning costs to a parcel for assessment financing is to apply the cost based on the street frontage. However, this methodology works best when the area under consideration is comprised of parcels with mostly uniform depths, so that the parcel sizes are fairly consistent with their street frontage. Examples of the size versus frontage diversity in the Warner Industrial Community (WIC) is shown in the following examples: two properties have approximately 30 feet of frontage and one is 0.5 acres and the other is 2.8 acres; another two properties have approximately 125 feet of frontage and one is 0.4 acres and the other is 1.2 acres. Also, the WIC includes parcels that take access from private access easements and therefore have no frontage on the improved roadways, but still receive special benefit from the improvements. Another issue with this methodology is that comer properties fronting on two interior streets would carry an additional burden based on both sides of the parcel being counted. Due to the reasons above, utilizing this method is not recommended. Traffic Generation. The amount of traffic generated by each parcel is a direct measure of the special benefit received. This can be determined in terms of trips per day (average daily traffic or ADT) using industry standard factors per acre based on the land use of the parcel. A drawback to this methodology is that the actual land use of each parcel is difficult to determine and may change in the future, which is important since the bond term is anticipated to be up to 20 years. ADT does not characterize the spatial patterns of demand either. Based on the City's general plan, this area is typically industrial and /or commercial; and the ADT factors that can be utilized are typically based on employees and /or customers for industrial and commercial land use. Accurate employee counts can be generated from acreage only if specific industrial or commercial land use categories are known. Since a warehouse would generate far fewer trips than a manufacturing or retail -type use this poses potential problems (due to inequities) in determining the appropriate assessment. Due to the reasons above, utilizing this method is not recommended. Parcel Area. The size of a parcel (in square feet or acres) is a direct measure of current and future development capacity of each parcel and its corresponding special benefit received from street improvements. This methodology works well when there is a large diversity of parcel sizes, shapes and frontage within a specific area. The more a property can be developed, the more it specially benefits from the proposed improvements. There is a direct correlation between the size of a property and the extent to which a property MI.* may be utilized, because parcel size is one of the main limiting factors on what can be built on a specific parcel. Appendix C represents the area of each parcel within the Assessment District boundary. Length of Travel Footage. The length of travel footage is defined as the length from the farthest access point of the property to the nearest major thoroughfare. The length of travel footage method is a direct measure of the actual utilization of the street improvements by each parcel and its corresponding special benefit derived from the street improvements. Recommended Direct and Special Benefit Methodology Spreads For the purpose of assessing the special benefits to each parcel in the Assessment District, a combination of two components of special benefit have been identified to quantify the value of the Improvements to be received by each parcel in the Assessment District. The first component of special benefit is based on the parcel acreage and the second is length of travel along the roads to be improved by the projects this assessment is funding. The first level of special benefit was assigned based on the size of the parcel (in acres) as parcel size dictates, to some degree, the size of the business, and how much employee and customer traffic it generates. The size of a parcel is an indicator of how much traffic will be generated and how much the parcel will specially benefit from the improved roadways within the Assessment District. This special benefit is assigned a value or weighting of 50% of the total assessment. Some parcels are land - locked (having no driveway outlet to the streets being improved), but the potential future use of these parcels would specially benefit from the improvements of the interior roadways in proportion to the parcel size. Furthermore, many of these parcels are already being used in combination with adjoining parcels which do have access to the interior roadways, thereby specially benefiting from the improvements. A total of 29 parcels (22 north of Warner Avenue, and 7 to the south) have been identified as receiving this level of special benefit and only this level. These parcels will be charged only the acreage -based component of the assessment. The second level of special benefit was assigned based on the length of the improved street or streets over which vehicles will travel to arrive at each individual parcel. This benefit was determined by measuring the length of travel in linear feet from the nearest major thoroughfare along one or more of the streets to be improved to the farthest driveway on a particular parcel. Longer lengths of travel contribute more to the wear and tear of the roadway than do shorter trips. This special benefit is thought to be a true measure of how much of the improved streets each particular parcel will utilize and is therefore assigned a value or weighting of 50% of the total assessment. Only parcels having direct access to the interior roadways to be improved will be assessed this component. Therefore, the special benefits will be apportioned to the parcels within the Assessment District in the following manner: Methodology Percentage Applied Parcel Area 50% Length of Travel 50% The total amount to bond equals $3,033,415, assuming the City will contribute $3,033,415 of the total costs Proposition 218 mandates that "Parcels within a District that are owned or used by any Agency, the State of California, or the United States shall not be exempt from assessment, unless the Agency can demonstrate by clear and convincing evidence, that these publicly owned parcels in fact receive no benefit." Roadway parcels upon which improvements are located do not receive benefit and are not assessed. 19 55B -89 There is one publicly owned parcel within the Assessment District which does benefit and is being assessed. Due to the multiple unrelated structures located on this parcel and their different access points to this parcel, it has been determined that only a portion of the parcel's acreage specially benefits from the roadway improvements being funded by the Assessment District. In the southern portion of the parcel, a museum and a school have access to Harvard Street. The 8.18 acres dedicated to these purposes will specially benefit from the improvements and will be assessed. The school located in the northern portion of the parcel is accessed only from Centennial Road, outside the Assessment District, and therefore receives no special benefit from the improvements of the Assessment District. The parcel's total size being 16.96 acres, 8.78 non - benefiting acres are exempted from assessment. In addition, three undeveloped parcels have been determined to be non - benefiting as they are zoned M- 1, but do not meet the Planting Department's requirements for development of M -1 property. These three parcels appear on the Assessment Roll with a $0 assessment amount. In conclusion, the assessments for the above referenced Assessment District have been spread in direct proportion to the special benefits each parcel will receive from the works of improvements and are for the sole special benefit of those parcels within the Assessment District. Therefore, the improvements do not result in any general benefits. 20 55B -90 THE ASSESSMENT DISTRICT Location and Description The City - The City, county seat of the County, is a community of approximately 342,930 residents, located approximately 33 miles southeast of the City of Los Angeles, 20 miles east of the Ports of Los Angeles and Long Beach, and 90 miles north of San Diego. Numerous government offices have taken advantage of the City's central location and position as County seat. City, County, State and federal offices are conveniently located in the multi- government Civic Center in the heart of the City. The City has an industrial base which supports the local economy. The Assessment District - The land in the Assessment District, consisting of 205 assessable parcels, is located in an industrial area of the City. A resolution of intention was adopted by the City Council of the City (the "City Council ") on July 7, 2015 and directed the Assessment Engineer to prepare the Engineer's Report. City staff completed the design work, specifications and cost estimates. These documents were combined into a single construction contract document and advertised for bids. Bids were opened on November 11, 2015. Resolutions establishing the boundaries of the Assessment District and preliminarily approving the Engineer's Report were adopted by the City Council of the City on January 19, 2016. The preliminary Engineer's Report was filed with the Clerk of the City, and a time and place for a public hearing was set. This District was authorized and will be administered under the provisions of the "Municipal Improvement Act of 1913," being Division 12 of the Streets and Highways Code of the State of California (the "1913 Act "), applicable provisions of Article XIIID of the California Constitution, being the "Right to Vote on Taxes Act" ( "Proposition 218 "), and provisions of Government Code Section 53750 et seq., being the "Proposition 218 Omnibus Implementation Act" (the aforementioned provisions are hereinafter referred to collectively as "Assessment Law "). The Engineer's Report was prepared in compliance with Assessment Law. A meeting for owners of property within the Assessment District was held on March 7, 2016. The public hearing to receive comments on the Preliminary Engineer's Report and collect ballots was held on April 5, 2016. The City Clerk gave notice of the public meeting and public hearing and proposed assessments by mailing an official notice to all persons owning real property proposed to be assessed as part of the Assessment District. In accordance with Assessment Law, a ballot was mailed with the official notice, making provision for casting a vote either for or against the proposed assessment. The public hearing included presentation and consideration of the Preliminary Engineer's Report, hearing of public testimony and recordation of affirmative and protest votes. After conclusion of the public hearing, a tabulation of the votes was compiled. A majority of ballots cast by parcel owners (70.29 %), weighted in accordance with Assessment Law, were determined to be affirmative, and the City Council proceeded to confirm the assessments and order the assessments to be levied as proposed in the Engineer's Report. Had the majority of the weighted ballots been cast against the proposed assessments, the proposed assessments for the Assessment District would have been abandoned for a minimum period of one year in accordance with the requirements of Assessment Law. Following confirmation of the assessments, the validity of an assessment levied under the 1913 Act shall not be contested in any action or proceeding unless the action or proceeding is commenced within 30 days after the assessment is levied. In the case of the Assessment District and the assessments levied on April 5, 2016, there has been no proceeding or action taken and the assessments are considered final under the 1913 Act. On November 5, 1996, Proposition 218 (now Articles XIIIC and XIIID of the California Constitution) (the "Initiative ") was approved by the voters of the State. It became effective on July 1, 1997. The City followed the provisions of the Initiative in the authorization and sale of the Bonds. The Initiative contains a provision found in Article XIIIC, Section 3, stating that "the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge" (the "Repeal Provision "). While the 21 55B -91 Repeal Provision appears to be constitutional in concept, it fails when applied to a tax or assessment securing outstanding debt obligations because the Repeal Provision (1) is an unconstitutional impairment of contract under Article 1, Section 10 of the United States Constitution (the California Constitution has a similar prohibition), and (2) is unenforceable as applied to special taxes and assessments securing bonds after the expiration of the statutory limitations regarding protest and challenge contained in the Improvement Bond Act of 1915 (under which the Bonds were issued). IY is the City's reasoned belief that invoking the Repeal Provision in a judicial proceeding to limit or repeal the assessment in this instance would not be successful. See "SPECIAL RISK FACTORS — Right to Vote on Taxes Act" herein. Of the assessable parcels, _ parcels were paid in full during the 30 -day cash payment period provided in the Act, leaving parcels with unpaid assessments securing the Bonds. The cash payments received, totaling $ , together with proceeds of the Bonds, and the City's contribution will be used by the City to finance the Improvements. See "THE IMPROVEMENT PROJECT" herein. Development in the Assessment District [TO COME] County Assessed Valuations The total assessed value of the parcels in the Assessment District with unpaid assessments securing the Bonds is $ Based on the share of the lien representing the $ * principal amount of Bonds, the overall value -to -lien ratio for Fiscal Year 2015 -16 is approximately to lk. Table 2 shows value to lien ratios for the Bonds as a percentage of the share of Bond lien by ratio category. Following the enactment of Proposition 13 (Article XIIIA of the California Constitution), County assessed values shown on the assessment roll reflect 1975 values as increased by a maximum 2% per annum, unless a parcel has changed ownership or experienced new construction, in which case the assessed valuation will more closely approximate current market value. To the extent that the base years of improved parcels in the Assessment District indicate 1975 values, the County assessed values are expected to be substantially less than actual market values. . Preliminary, subject to change. 22 55B -92 Value -to -Lien Ratios Table 2 below summarizes the range of overall value -to -lien ratios for the assessable parcels in the Assessment District based on the secured property roll assessed valuations (AV) of the parcels and may not reflect the actual market valuations of the parcels. Value to Lien 50.00:1 and Over 40.00:1 to 49.99:1 30.00:1 to 39.99:1 20.00:1 to 29.99:1 10.00:1 to 19.99:1 Under 10.00:11'1 TABLE 2 City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds Assessed Value -to -Lien Summary Assessment Lien $2,141,552 197,718 202,577 $23,991 92,736 145.820 $3,015,394 �') Assessed Values as of January 1, 2015. (2) Includes 15 parcels for which no ratio could be calculated due to $0 Assessed Value. Source: Orange County Assessor's office as compiled by Psomas. Percent of Assessment Lien 71.02% 6.56 6.72 7.79 3.08 4.84 100.00% A complete listing of the land values and the associated burden for all assessable parcels is set forth in APPENDIX G - "UNPAID FINAL ASSESSMENT ROLL AND VALUE -TO -LIEN RATIOS." Property Tax Status As of May 17, 2016, there were 14 parcels in the Assessment District with unpaid property taxes totaling $128,675. The 14 parcels with delinquent property taxes in the Assessment District have a 2015 -16 County assessed land value of $13,681,646, with the value of improvements (buildings) being $7,053,089, resulting in a total value of $20,734,735. The total value is approximately 103.7 times the outstanding unpaid assessment lien of $199,838. See "THE IMPROVEMENT PROJECT - Cost Estimate" and "THE ASSESSMENT DISTRICT - Value -to -Lien Ratio" herein. 23 55B -93 Fiscal Year Number 2015 -16 Total of Parcels AssessedValuelll 131 $284,768,688 16 8,853,196 15 7,061,680 13 6,033,101 9 1,531,952 21 594,199 205 $308,842,816 Assessment Lien $2,141,552 197,718 202,577 $23,991 92,736 145.820 $3,015,394 �') Assessed Values as of January 1, 2015. (2) Includes 15 parcels for which no ratio could be calculated due to $0 Assessed Value. Source: Orange County Assessor's office as compiled by Psomas. Percent of Assessment Lien 71.02% 6.56 6.72 7.79 3.08 4.84 100.00% A complete listing of the land values and the associated burden for all assessable parcels is set forth in APPENDIX G - "UNPAID FINAL ASSESSMENT ROLL AND VALUE -TO -LIEN RATIOS." Property Tax Status As of May 17, 2016, there were 14 parcels in the Assessment District with unpaid property taxes totaling $128,675. The 14 parcels with delinquent property taxes in the Assessment District have a 2015 -16 County assessed land value of $13,681,646, with the value of improvements (buildings) being $7,053,089, resulting in a total value of $20,734,735. The total value is approximately 103.7 times the outstanding unpaid assessment lien of $199,838. See "THE IMPROVEMENT PROJECT - Cost Estimate" and "THE ASSESSMENT DISTRICT - Value -to -Lien Ratio" herein. 23 55B -93 Direct and Overlapping Debt The following table shows the direct and overlapping debt affecting the territory within the City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) as of May 1, 2016. TABLE 3 City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds Direct and Overlapping Debt 2015 -16 Land and Iim rovement Assessed Valuation: $276,255,752 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 5/1/16 Metropolitan Water District 0.012% $ 10,946 Rancho Santiago Community College District 0.433 1,161,546 Rancho Santiago Community College District SFID No. 1 0.837 537,505 Santa Ana Unified School District 1.029 2,818,172 City of Santa Ana Assessment District No. 2015 -01 100. (0 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $4,528,169 OVERLAPPING GENERAL FUND DEBT Orange County General Fund Obligations 0.058% $ 44,346 Orange County Pension Obligation Bonds 0.058 285,443 Orange County Board of Education Certificates of Participation 0.058 8,794 Santa Ana Unified School District Certificates of Participation 1.029 730,068 City of Santa Ana General Fund Obligations 1.255 836,562 TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $1,905,213 Less: City of Santa Ana Certificates of Participation supported by parking revenues 6 967 TOTAL NET OVERLAPPING GENERAL FUND DEBT $1,898,246 OVERLAPPING TAX INCREMENT DEBT (Successor Agency): $2,945,014 GROSS COMBINED TOTAL DEBT $9,378,396121 NET COMBINED TOTAL DEBT $9,371,429 Ratios to 2015 -16 Assessed Valuation DirectDebt ........................................................................ ............................... - % Total Direct and Overlapping Tax and Assessment Debt ..... ..........................1.64% Gross Combined Total Debt .................. ............................... ..........................3.39% Net Combined Total Debt ..................... ............................... ..........................3.39% 1) Excludes issue to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue bonds and non - bonded capital lease obligations. Qualified Zone Academy Bonds are included based on principal due at maturity. Source: California Municipal Statistics, Inc. 24 55B -94 Table 5 provides information breaking down the overall value -to -lien ratio of parcels by land use within the Assessment District. TABLE 4 City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds Assessed Value -to -Lien Ratios by Permitted Land Use Assessed Values as of January 1, 2015. Source: Orange County Assessor's office as compiled by Psomas. 25 55B -95 Total Direct Total and Number Assessed Assessment Overlapping Value Land Use of Parcels Value(n Lien Debt to Lien Commercial 205 $308,842,816 $3,015,394 Assessed Values as of January 1, 2015. Source: Orange County Assessor's office as compiled by Psomas. 25 55B -95 v O 0 O F 55B -96 N O o Qw° tl O �°�wornoo �n7<n ��oo �O�V d rD O M ti M d' N lO N 7 vNi vii �F] OwiO r°r°vl �n d' V d' `D M O N VNI as+ Q� Vj 3 nO�.N.In M l� •^ W M N DA � fn o0 li l Ino<r0 p + O to 69 O y �•+ '" CO M W 00 �° 7 N� b V O vl vl s o 5 a jN z ° o rr--O�� 1n t`t` t`MNOO loo rn P.r OIn W M � rn N�o; ,-. of .-, oo oo, r� d' N N N ❑ 6M4 l� [n -i �O •-- N M N N Q ~ � U d z O o 5 a rn rn d' d' M N ti Ar L p� cC O y �n N � m a Q N N a y FL ti' G. N V ro p•� � arc aax b �� o m o Q��.❑ � rn � o F O .. b� h e cct cR,. F" a •^ c W E a� w> ro v m ❑c m��a��s�:;,5a � OEo bA C v .� L �i 55B -96 N Historical Property Tax Collections and Delinquencies As of May 17, 2016, $128,675 of the property taxes levied in Fiscal Year 2015 -16 on the parcels with unpaid assessments was delinquent. The level of delinquencies relating to property taxes in Fiscal Year 201546 reflects payment on or before May 17, 2016, of delinquent property taxes and may not be indicative of future delinquencies for the Assessment Installments. Table 7 sets forth ad valorem property tax collections and delinquencies for properties in the Assessment District for Fiscal Year 2015 -16. The 14 delinquent parcels listed below represent approximately 6.63% of the total unpaid assessment of $199,838. TABLE 6 City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds Property Tax Delinquencies as of May 17, 2016111 % of Total 27 55B -97 Fiscal Assessment Year Fiscal Year Fiscal Year Improvements Total Assessment of APN 2015 -101 2014 -15131 2013 -14(31 Land Value Value Value( 4) Amount $3,015,394 408- 135 -10 T 4,363 $ 778,142 $ 0 $ 778,142 $ 15,213 0.50% 408 - 144 -04 25,457 530,049 1,297,374 2,509,354 3,806,728 18,041 0.60% 408 - 161 -03 10,501 1,700,028 0 1,700,028 26,670 0.88% 408- 161 -04 23,342 3,400,060 312,135 3,712,195 34,341 1.14% 408 - 201 -01 $3,491 246,657 167,390 414,047 8,708 0.29% 408 - 201 -02 8,746 373,102 319,801 $692,903 8,286 0.27% 408 - 201 -03 4,190 $5,241 $5,889 373,101 0 373,101 7,963 0,26% 408 - 202 -02 $10,645 306,910 718,764 1,025,674 11,354 0.38% 414 - 121 -08 11,157 723,058 933,942 1,657,000 14,566 0.48% 414 - 121 -13 6,842 829,018 292,982 1,122,000 12,924 0.43% 414 - 121 -14 9,093 1,021,403 467,180 1,488,583 12,107 0.40% 414- 121 -15 16,407 1,918,808 719,553 2,638,361 17,815 0.59% 932- 892 -25 4,253 351,423 305,994 657,417 5,925 0.20% 932- 892 -26 4,324 362,562 305,99 66&556 5,925 0.20% $128,675 $49,425 $5,889 $13,681,646 $7,053,089 $20,734,735 $199,838 6.63% No delinquencies due from Fiscal Years 2010 -11 through 2012 -13. (2) Does trot include any penalties or interest. Tax amount delinquent as of May 17, 2016. 131 Prior years' delinquencies include penalties, interest, and redemption fees. Total due as of May 17, 2016. (4) Assessed Values from 2015 -16 Secured Property Roll. Source: Orange County Tax Collector as compiled by Psomas. 27 55B -97 SPECIAL RISK FACTORS The purchase of the Bonds involves certain investment risks. The following is a discussion of certain risk factors which should be carefully considered, in addition to other matters set forth herein, in evaluating the investment quality of the Bonds. The City cautions prospective investors that this discussion does not purport to be comprehensive or definitive and does not purport to be a complete statement of all factors which may be considered as risks in evaluating the credit quality of the Bonds. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the Assessment District to pay their assessments when due. Any such failure to pay assessments could result in the inability of the City to make full and punctual payments of debt service on the ,Bonds. In addition, the occurrence of one or more of the events discussed herein could adversely affect the value of the property in the Assessment District. General To provide for the payment of debt service on the Bonds, it is necessary that unpaid Assessment Installments be paid in a timely manner. Although the unpaid assessments constitute fixed liens on the parcels within the Assessment District, they do not constitute a personal indebtedness of the respective owners of such parcels. There is no assurance that such owners will be financially able to pay the Assessment Installments or that they will pay such installments even though financially able to do so. Failure by the owners of the parcels within the Assessment District to pay Assessment Installments when due, depletion of the Reserve Fund or the inability to sell the parcels within the Assessment District at foreclosure proceedings for amounts sufficient to cover delinquent Assessment Installments levied against such parcels would result in the inability to make full or punctual payments of debt service to the Bondowners. Assessments Are Not Personal Obligations The current and future owners of land within the Assessment District are not personally liable for the payment of the assessments. Rather, the assessments are a lien secured only by the parcels of land with unpaid Assessment Installments within the Assessment District. Risks of Real Estate Secured Investments Generally The Bondowners will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the Assessment District, the supply of or demand for competitive properties in such area, and the market value of homes and/or sites in the event of sale or foreclosure, (ii) changes in real estate tax rate and other operating expenses, governmental rules (including, without limitation, zoning laws) and fiscal policies, and (iii) natural disasters (including, without limitation, earthquakes, fires and floods), which may result in uninsured losses. Foreclosure Shortfall Pursuant to the Act, if a parcel which is included in the Assessment District is foreclosed upon and cannot be sold at the foreclosure sale at a price equal to the amount of the judgment for delinquent Assessment Installments with costs and interest thereon, the City may petition a court to authorize the sale of such parcel at a lower price upon the consent of Bondowners owning 75% or more in principal amount of the Bonds and certain other conditions. Any such sale would produce a shortfall in the aggregate Assessment Installments payable with respect to such parcel and, ultimately, could cause a default in the payment of principal on the Bonds. Non - Availability of City Funds If a delinquency occurs in the payment of any Assessment Installment, the Fiscal Agent is required to transfer the amount of such delinquent installment from the Reserve Fund to the Redemption Fund. If the 28 55B -98 Reserve Fund is depleted and if there are additional delinquencies, the City is not required to transfer into the Redemption Fund the amount of the delinquency out of any other moneys of the City. Bankruptcy and Foreclosure The payment of Assessment Installments and the ability of Bondowners to foreclose on a delinquent unpaid Assessment Installment, as discussed in the section entitled "SECURITY FOR THE BONDS - Covenant to Commence Superior Court Foreclosure," may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the law of the State relating to judicial foreclosure. In addition, the prosecution of a foreclosure could be delayed due to crowded local court calendars or procedural delays. In addition, potential investors should be aware that judicial foreclosure proceedings are not summary remedies and can be subject to significant procedural and other delays caused by crowded court calendars and other factors beyond the control of the City. Potential investors should assume that, under current conditions, it is estimated that a judicial foreclosure of the lien of assessments may take two or three years from initiation to the lien foreclosure sale. At an assessment lien foreclosure sale, each parcel will be sold for not less than the "minimum bid amount" which is equal to the sum of all delinquent Assessment Installments, penalties and interest thereon, costs of collection (including reasonable attorneys' fees), post - judgment interest and costs of sale. Each parcel is sold at foreclosure for the amounts secured by the assessment lien on such parcel and multiple parcels may not be aggregated in a single "bulk" foreclosure sale. If any parcel fails to obtain a "minimum bid," the City may, but is not obligated to, seek superior court approval to sell such parcel at an amount less than the minimum bid. Such superior court approval requires the consent of the owners of 75% of the aggregate principal amount of the outstanding Bonds. Delays and uncertainties in the assessment lien foreclosure process create significant risks for Bondowners. High rates of assessment payment delinquencies which continue during the pendency of protracted assessment lien foreclosure proceedings, could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resale of property upon foreclosure. In that event, there could be a delay or default in payment of the principal of, and interest on, the Bonds. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Although bankruptcy proceedings would not cause the obligation to pay the assessment to become extinguished, bankruptcy of a property owner or of a partner or other equity owner of a property owner, could result in a stay of enforcement of the lien for the assessments, a delay in prosecuting superior court foreclosure proceedings or adversely affect the ability or willingness of a property owner to pay the assessments and could result in the possibility of delinquent assessments not being paid in full. In addition, the amount of any lien on property securing the payment of delinquent assessments could be reduced if the value of the property were determined by the bankruptcy court to have become less than the amount of the lien, and the amount of the delinquent assessments in excess of the reduced lien could then be treated as an unsecured claim by the court. Any such stay of the enforcement of the lien for the assessment, or any such delay or non - payment, would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds and the possibility of delinquent assessments not being paid in full. Moreover, amounts received upon foreclosure sales may not be sufficient to fully discharge delinquent installments. Topography; Seismic Activity; Other Events [DISCUSS] Topography. The Assessment District is located in the portion of the City of Santa Ana. As described in the studies referenced in the following paragraphs, the Assessment District is not in an area specifically determined to be in danger of potential slope instability but is adjacent to areas subject to surficial creep and/or mudflow in the event of heavy rains, particularly following the occurrence of wildfires 29 55B -99 that damage the groundcover. Such damage could reduce the value of the parcels securing the Bonds and, if Assessment Installments are not paid, could result in the default on timely payment of principal and interest when due. [DISCUSS] Seismic Activity. The Assessment District is also located in a seismically active area of Southern California and is subject to unpredictable seismic activity. There is no evidence that a ground surface rupture will occur in the event of an earthquake, but there is significant potential for destructive ground - shaking during the occurrence of a major seismic event. Known active faults that could cause significant ground shaking in the Assessment District include, but are not limited to, the San Andreas Fault and the Newport - Inglewood Fault. In addition, land susceptible to seismic activity may be subject to liquefaction during the occurrence of such an event. In the event of a severe earthquake, there may be significant damage to both property and infrastructure in the Assessment District. As a result, a substantial portion of the property owners may be unable or unwilling to pay the Assessment Installments when due. In addition, the value of land in the Assessment District could be diminished in the aftermath of such an earthquake, reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of Assessment Installments. The information in this section about topographic and seismic considerations affecting the Assessment District is summary in nature and was obtained from The information provided herein is qualified by reference to the full studies which are on file at the office of the Director of Public Works /City Engineer and open for public inspection. Other Events. The value of the assessed property in the Assessment District in the future can be adversely affected by a variety of additional factors, particularly those which may affect infrastructure and other public improvements and private improvements on the assessed parcels and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, wildfires and climatic conditions such as high winds, droughts and the possible reduction in water allocation or availability. The City of Santa Ana, including the District, is in an area that has been designated as a "Very High Fire Hazard Severity Zone" on the State (Cal Fire) maps. [DISCUSS/CONFIRK It is possible that one or more of the conditions referenced above may occur and may result in damage to improvements of varying seriousness, that the damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of the assessed property may well depreciate or disappear. Parity Taxes and Special Assessments The assessments and any penalties thereon will constitute liens against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes levied by the City and other agencies and is coequal to and independent of the lien for general property taxes regardless of when they are imposed upon the same property. The assessment has priority over all existing and future private liens and all future fixed special assessment liens imposed on the property. The City, however, has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property within the Assessment District. In addition, the landowners within the Assessment District may, without the consent or knowledge of the Assessment District, petition other public agencies to issue public indebtedness secured by special taxes or assessments. Any such special taxes or assessments may have a lien on such property on a parity with the assessment. The City has no control over the amount of indebtedness that could be issued by other public agencies in the future; and the liens on the property within the Assessment District could greatly increase, without any corresponding increase in the value of the property within the Assessment District and thereby severely reduce the ratio that exists at the time the Bonds are issued between the value of the property and the debt secured by all taxes and assessments thereon. The imposition of such additional indebtedness could also reduce the willingness 30 55B -100 and ability of the property owners within the Assessment District to pay the assessments when due. See "THE ASSESSMENT DISTRICT - Direct and Overlapping Debt" herein. Moreover, in the event of a delinquency in the payment of the assessment levy, no assurance can be given that the proceeds of any foreclosure sale would be sufficient to pay the delinquent assessments and any other delinquent assessments, special taxes or taxes. See the caption "Property Values" below. Property Values The value of land within the Assessment District is a critical factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of Assessment Installments, the Bondowner's only remedy is to request the City to commence foreclosure proceedings in an attempt to obtain funds to pay the delinquent assessment. See the caption `Bankruptcy and Foreclosure" above. Reductions in Assessment District property values could occur due to a downturn in the economy, occurrences such as earthquakes, landslides or flooding or other events, all of which will adversely impact the value of the security underlying the assessments. Absence of Secondary Market for the Bonds There can be no assurance that there will be a secondary market for purchase or sale of Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. From time to time, there may be no secondary market for the Bonds, depending upon prevailing market conditions, the financial condition or market position of firms (if any) who may make the secondary market in the Bonds and the financial condition of the owners of property within the Assessment District. The Bonds should therefore be considered long -tern investments in which funds are committed to maturity, subject to redemption prior to maturity as described herein. Right to Vote on Taxes Act An initiative measure commonly referred to as the "Right to Vote on Taxes Act" (the "Initiative ") was approved by the voters of the State of California at the November 5, 1996, general election. The Initiative added Article XIIIC ( "Article XIIIC") and Article XIIID ( "Article XIIID ") to the California Constitution. According to the "Title and Summary" of the Initiative prepared by the California Attorney General, the hnitiative limits "the authority of local governments to impose taxes and property- related assessments, fees and charges." The provisions of the Initiative have not yet been interpreted by the courts, although a number of lawsuits have been filed requesting the courts to interpret various aspects of the Initiative. Article XIIID requires that, beginning July 1, 1997, the proceedings for the levy of any assessment by the City under the Act (including, if applicable, any increase in such assessment or any supplemental assessment under the Act) must be conducted in conformity with the provisions of Section 4 of Article XIIID. The City has completed its proceedings for the levy of assessments in the Assessment District in accordance with the provisions of Section 4 of Article XIIID and the "Proposition 218 Omnibus Implementation Act" (Statutes of 1997, Chapter 38). Under Section 10400 of the Streets and Highways Code of the State, any challenge (including any constitutional challenge) to the proceedings or the assessment must be brought within 30 days after the date the assessment was levied. Article XIIIC removes limitations on the initiative power in matters of local taxes, assessments, fees and charges. Article XIIIC does not define the term "assessment." In the case of the unpaid assessments which are pledged as security for payment of the Bonds, the Act provides a mandatory, statutory duty of the City and the County Auditor to post installments on account of the unpaid assessments to the property tax roll of the County 31 55B -101 each year while any of the Bonds are outstanding, commencing with property tax year 2016 -17, in amounts equal to the principal of and interest on the Bonds coining due in the succeeding calendar year. Although the matter is not free from doubt, it is likely that a court would hold that Article XIIIC has not conferred on the voters the power to reduce or repeal the unpaid assessments which are pledged as security for payment of the Bonds or to otherwise interfere with performance of the mandatory, statutory duty of the City and the County Auditor with respect to the unpaid assessments which are pledged as security for payment of the Bonds. The interpretation and application of the Initiative will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination. Ballot Initiatives and Legislative Measures The Initiative was adopted pursuant to a measure qualified for the ballot pursuant to California's constitutional initiative process; and the State Legislature has in the past enacted legislation which has altered the spending limitations or established minimum funding provision for particular activities. From time to time, other initiative measures could be adopted by California voters or legislation enacted by the Legislature. The adoption of any such initiative or legislation might place limitations on the ability of the State, the City or local districts to increase revenues or to increase appropriations. Impact of Legislative Proposals, Clarifications of the Code and Court Decisions on Tax Exemption Future legislative proposals, if enacted into law, clarification of the Code of court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners of the Bonds from realizing the full current benefit of the tax status of such interest. For example, Congress has considered in the past, is currently considering and may consider in the future, legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. The introduction or enactment of any such future legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation as to which Bond Counsel expresses no opinion. No Acceleration The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terns of the Bonds or the Bond Resolution. There is no provision in the Act or the Bond Resolution for acceleration of the Assessment Installments in the event of a payment default by an owner of a parcel within the Assessment District or otherwise, or upon any adverse change in the tax status of interest on the Bonds. Pursuant to the Bond Resolution, a Bondowner is given the right for the equal benefit and protection of all Bondowners to pursue certain remedies described in the Fiscal Agent Agreement. Loss of Tax Exemption As discussed under the caption "TAX EXEMPTION" herein, interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the City in violation of its covenants in the Bond Resolution. Should such an event of taxability occur, the Bonds are not subject to a special redemption and will remain outstanding until maturity or until redeemed under one of the other redemption provisions contained in the Bond Resolution. 32 55B -102 ABSENCE OF LITIGATION The City will certify at closing that there is no litigation of any nature now pending to restrain or enjoin the issuance, sale, execution or delivery of the Bonds or in any way contesting or affecting the validity of the Bonds, the proceedings of the City, taken with respect to the issuance of sale thereof, the proceedings of the City taken with respect to the assessment of property within the Assessment District, the existence or powers of the City or the title of any officers of the City to their respective position. TAX MATTERS In the opinion of Best Best & Krieger LLP, San Diego, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross income for federal income tax purposes. In the further opinion of Bond Counsel, interest on the Bonds is exempt from State of California personal income tax. Bond Counsel notes that interest on the Bonds is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. Bond Counsel further notes, however, that, with respect to corporations, such interest may be included as an adjustment in the calculation of alternative minimum taxable income, which may affect the alternative minimum tax liability of corporations. Bond Counsel's opinion as to the exclusion from gross income for federal income tax purposes of interest on the Bonds is based upon certain representations of fact and certifications made by the City, the Underwriter and others and is subject to the condition that the City complies with all requirements of the Code and the regulations adopted pursuant to the Code (the "Treasury Regulations ") that must be satisfied subsequent to the issuance of the Bonds to assure that interest on the Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code and the Treasury Regulations might cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The City has covenanted to comply with all such requirements. To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each Owner thereof, is treated as interest on the Bonds which is excluded from gross income for federal income tax purposes and State of California personal income taxes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accrues daily over the term to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight -line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Bonds. Owners of the Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public. Bonds purchased, whether at original issuance or otherwise, for an amount greater than their principal amount payable at maturity (or, in some cases, at their earlier call date) ( "Premium Bonds ") will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, a purchaser's basis in a Premium Bond, and under Treasury Regulations, the amount of tax exempt interest received will be reduced by the amount of amortizable bond premium properly allocable to such purchaser. Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. 33 55B -103 Should the interest on the Bonds become includable in gross income for federal income tax purposes, the Bonds are not subject to early redemption as a result of such occurrence and will remain outstanding until maturity or until otherwise redeemed in accordance with the Fiscal Agent Agreement. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Bondowners from realizing the full current benefit of the tax status of such interest. For example, proposals are announced from time to time which, generally would limit the exclusion from gross income of interest on obligations like the Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. Other proposals have been made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Bonds. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and regarding the impact of future legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. Bond Counsel's opinion may be affected by action taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds. Bond Counsel has not undertaken to determine, or to inform any person, whether any such action or events are taken or do occur, or whether such actions or events may adversely affect the value or tax treatment of a Bond, and Bond Counsel expresses no opinion with respect thereto. The IRS has initiated an expanded program for auditing tax- exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit (or by an audit of similar bonds). Although Bond Counsel has rendered an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes provided the City continue to comply with certain requirements of the Code, the accrual or receipt of interest on the Bonds may otherwise affect the tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status and other items of income or deductions. Bond Counsel expresses no opinion regarding any such consequences. Accordingly, all potential purchasers should consult their tax advisors before purchasing any of the Bonds. A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix C. CONTINUING DISCLOSURE The City has covenanted for the benefit of Owners and Beneficial Owners of the Bonds to provide certain financial information and operating data relating to the Assessment District by not later than nine months following the end of the City's Fiscal Year (which currently would be April 1) (the "Annual Report") and to provide notices of the occurrence of certain enumerated events. The Annual Report for Fiscal Year 201546 will be satisfied by this Official Statement. The Annual Report will be filed by Urban Futures, Inc., as dissemination agent (the "Dissemination Agent ") on behalf of the City with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system (the "EMMA System "), for purposes of Rule 15c2- 12(b)(5) (the "Rule ") adopted by the U.S. Securities and Exchange Commission ( "SEC "). The notices of enumerated events will be filed by the Dissemination Agent on behalf of the City with the Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Report or the notices of enumerated events is set forth in APPENDIX E — "FORM OF CONTINUING DISCLOSURE AGREEMENT" herein. These covenants have been made in order to assist the Underwriter in complying with the Rule. [INSERT INFORMATION REGARDING CONTINUING DISCLOSURE COMPLIANCE] 34 55B -104 NO RATING The City has not made, and does not contemplate malting, application to any rating agency for the assignment of a rating to the Bonds. UNDERWRITING The Bonds are being purchased through negotiation by Brandis Tallman LLC (the "Underwriter "). The Underwriter has agreed to purchase the Bonds for $ which represents the par amount of the Bonds, plus /less net original issue premium /discount of $ , less an Underwriter's discount of $ . The purchase contract for the Bonds provides that the Underwriter will purchase all of the Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such purchase contract, the approval of certain legal matters by counsel and certain other conditions. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof. The offering prices may be changed from time to time by the Underwriter. FINANCIAL ADVISOR The City has retained Fieldman, Rolapp & Associates, Irvine, California, as municipal advisor (the "Municipal Advisor ") in connection with the delivery of the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement, The Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. Compensation of the Municipal Advisor is contingent upon the issuance and delivery of the Bonds. MISCELLANEOUS Insofar as any statements made in this Official Statement involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact. No representation is made that any of such statements made will be realized. Neither this Official Statement nor any statement which may have been made verbally or in writing is to be construed as a contract with the Owners of the Bonds. The execution and delivery of this Official Statement have been duly authorized by the City. CITY OF SANTA ANA 35 55B -105 APPENDIX A ASSESSMENT DIAGRAM A -1 55B -106 APPENDIX B GENERAL ECONOMIC DATA CONCERNING THE CITY OF SANTA ANA AND THE COUNTY OF ORANGE The following material is descriptive of the City of Santa Ana (the "City ") and the surrounding areas of Orange County (the "County "). It has been prepared by or excerpted from sources as noted herein, and has not been independently verified by Bond Counsel, Disclosure Counsel or the Underwriter. The Bonds are payable solely from the sources described herein (see "SECURITY FOR THE BONDS "). General The City, county seat of the County and one of the oldest communities in Southern California, is located 33 miles southeast of Los Angeles, 20 miles east of the Ports of Los Angeles and Long Beach, ten miles inland from the Pacific Ocean and 90 miles north of San Diego. The City encompasses an area of approximately 27 square miles and lies on generally level land at an elevation approximately 135 feet above sea level. The City was established by William H. Spurgeon in 1869. The City was incorporated on June 1, 1886 and reorganized under a City Charter in 1888. In 1952, the voters approved a charter which established a council- manager form of government. The charter was modified by an election in 1986 to provide for the mayor to be elected by the voters. A 1988 redistricting resulted in a six - member City Council, in addition to the Mayor. The City Council is elected biannually at large for four -year terms and the Mayor is elected directly for two -year terns. The City has served as the county seat since the formation of the County in 1889. Numerous government offices have taken advantage of the City's central location and position as county seat. City, County, State of California (the "State ") and federal offices are conveniently located in the multi- government civic center in the heart of the City. The City has an industrial base which supports the local economy. Orange County The County is located in southern California, north of San Diego County and south of Los Angeles County. The County occupies a land area of approximately 798 square miles, with a coastline of approximately 42 miles, and serves a population of over 3 million. The County represents the third most populous county in the State, and ranks sixth in the United States. B -1 55B -107 Population The following table summarizes population estimates for the State, County, and City for the last five years. POPULATION ESTIMATES The State of California, County of Orange and the City of Santa Ana 2012 - 2016(1 January 1 of each year. Source: California State Department of Finance, Demographic Research Unit. Income The following tables show the personal income and per capita income for the County, State, and United States for calendar years 2010 through 2014. PERSONAL INCOME(1 County of Orange, State of California, and United States California County of Year State Total Orange Santa Ana 2012 37,881,357 3,069,454 331,198 2013 38,239,207 3,103,654 336,668 2014 38,567,459 3,127,403 338,572 2015 38,907,642 3,151,910 341,017 2016 39,255,883 3,183,011 342,930 January 1 of each year. Source: California State Department of Finance, Demographic Research Unit. Income The following tables show the personal income and per capita income for the County, State, and United States for calendar years 2010 through 2014. PERSONAL INCOME(1 County of Orange, State of California, and United States All dollar estimates are in current dollars (not adjusted for inflation). Estimates for 2010 -2014 reflect Census Bureau midyear state population estimates available as of December 2014. Estimates for 2010- 2014 reflect County population estimates available as of March 2015. (2) Last year such data is available. Source: U.S. Department of Commerce, Bureau of Economic Analysis. Im 55B -108 County of Year Orange California United States 2010 $144,888,672 $1,583,446,730 $12,459,613,000 2011 154,486,157 1,691,002,503 12,233,436,000 2012 164,970,595 1,812,314,643 13,904,485,000 2013 165,857,885 1,849,505,496 14,064,468,000 2014(') 173,305,650 1,939,527,656 14,683,147,000 All dollar estimates are in current dollars (not adjusted for inflation). Estimates for 2010 -2014 reflect Census Bureau midyear state population estimates available as of December 2014. Estimates for 2010- 2014 reflect County population estimates available as of March 2015. (2) Last year such data is available. Source: U.S. Department of Commerce, Bureau of Economic Analysis. Im 55B -108 PER CAPITA PERSONAL INCOME(" County of Orange, State of California, and United States Per capita personal income is the total personal income divided by the total midyear population estimates of the Census Bureau. All dollar estimates are in current dollars (not adjusted for inflation). Estimates for 2010 -2014 reflect Census Bureau midyear state population estimates available as of December 2014. Estimates for 2010 -2014 reflect County population estimates available as of March 2015. (z) Last year such data is available. Source: U.S. Department of Commerce, Bureau of Economic Analysis. B -3 55B -109 County of Year Orange California United States 2010 $48,007 $42,411 $40,277 2011 50,547 44,852 42,453 2012 53,390 47,614 44,266 2013 53,128 48,125 44,438 201412) 55,096 49,985 46,049 Per capita personal income is the total personal income divided by the total midyear population estimates of the Census Bureau. All dollar estimates are in current dollars (not adjusted for inflation). Estimates for 2010 -2014 reflect Census Bureau midyear state population estimates available as of December 2014. Estimates for 2010 -2014 reflect County population estimates available as of March 2015. (z) Last year such data is available. Source: U.S. Department of Commerce, Bureau of Economic Analysis. B -3 55B -109 Employment The following table summarizes the labor force, employment and unemployment figures for calendar years 2011 through 2015 for the City, County, State of California and the United States. CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT City of Santa Ana, County of Orange, State of California and the United States 2011- 2015t'1 Data is based on annual averages, unless otherwise specified, and is not seasonally adjusted. (2) Includes persons involved in labor - management trade disputes. t31 Includes all persons without jobs who are actively seeking work. (4) The unemployment rate is computed from an-rounded data; therefore, it may differ from rates computed from rounded figures in this table. tsl Population in thousands. Source: U.S. Department of Labor - Bureau of Labor Statistics, California Employment Development Department. March 2010 Benclunark. ICS' 55B -110 Unemployment Area Labor Force Emulovmentt �1 Unemoloymentt'1 Rate(a 2011 City of Santa Ana 157,500 141,200 16,300 10.3% Orange County 1,546,400 1,406,400 140,000 9.1 State of California 18,419,500 16,260100 2,159,400 11.7 United States(5) 153,618 139,869 13,747 8.9 2012 City of Santa Ana 158,700 144,400 14,300 9.00 Orange County 1,564,500 1,441,400 123,100 7.9 State of California 18,554,800 16,630,100 1,924,700 10.4 United States(5) 154,975 142,469 12,506 8.1 2013 City of Santa Ana 158,800 146,800 12,000 7.5 Orange County 1,569,200 1,465,900 103,300 6.6 State of California 18,671,600 17,002,900 1,668,700 8.9 United States(5) 155,389 143,929 11,460 7.4 2014 City of Santa Ana 158,200 148,200 9,9000 6.3 Orange County 1,578,200 1,491,800 86,400 5.5 State of California 18,811,400 17,397,100 1,414,300 7.5 United Statestsl 155,922 146,305 9,617 6.2 2015 City of Santa Ana 159,800 151,600 8,200 5.2 Orange County 1,597,100 1,525,600 71,500 4.5 State of California 18,981,800 17,798,600 1,183,200 6.2 United States(5) 157,130 148,834 8,296 5.3 Data is based on annual averages, unless otherwise specified, and is not seasonally adjusted. (2) Includes persons involved in labor - management trade disputes. t31 Includes all persons without jobs who are actively seeking work. (4) The unemployment rate is computed from an-rounded data; therefore, it may differ from rates computed from rounded figures in this table. tsl Population in thousands. Source: U.S. Department of Labor - Bureau of Labor Statistics, California Employment Development Department. March 2010 Benclunark. ICS' 55B -110 Industry The following table summarizes employment figures by industry for the County. INDUSTRY EMPLOYMENT & LABOR FORCE ANNUAL AVERAGES County of Orange Fiscal Years 2010 -2011 through 2014 -15 Note: Items may not add to total due to independent rounding. Source: California Employment Development Department, Labor Market Information Division. March 2011 Benchmark B -5 55B -111 2011 2012 2013 2014 2015 Total Farm 3,200 2,800 2,900 2,800 2,500 Mining and Logging 600 600 600 700 700 Construction 69,200 71,300 76,800 82,000 90,400 Manufacturing 154,300 158,300 158,000 157,400 156,900 Retail Trade 142,600 144,000 145,500 148,500 151,200 Transportation, Warehousing and Utilities 27,500 28,000 27,500 26,500 26,900 Information 23,800 24,300 25,000 24,500 25,500 Financial Activities 104,800 108,300 113,100 113,600 116,800 Professional and Business Services 247,700 260,600 267,300 276,600 285,400 Education and Health Services 172,000 177,000 186,000 190,800 198,800 Leisure and Hospitality 174,000 180,600 187,800 194,500 204,000 Other Services 43,200 44,600 45,600 47,300 48,800 Government 149,300 147,900 148,700 152,200 156,200 Note: Items may not add to total due to independent rounding. Source: California Employment Development Department, Labor Market Information Division. March 2011 Benchmark B -5 55B -111 Principal Employers The following tables present the principal employers in the City and County for Fiscal Year 2014 -15. PRINCIPAL EMPLOYERS County of Orange Fiscal Year 2014 -15 Source: Comprehensive Annual Financial Report of the City of Santa Ana for Fiscal Year 2014 -15 C 55B -112 Number of Percentage of Total Name of Business Employees Rank County Employment Walt Disney Co. 27,000 1 1.69% University of California, Irvine 22,385 2 1.40 County of Orange 18,135 3 1.13 St. Joseph Health System 12,227 4 0.76 ICaiserPermanente 7,000 5 0.44 Boeing Co. 6,890 6 0.43 Walmatt 6,000 7 0.38 Memorial Car Health System 5,650 8 0.35 Bank of America 5,500 9 0.34 Target Corporation 5,400 10 0.34 Source: Comprehensive Annual Financial Report of the County of Orange for Fiscal Year 2014 45. PRINCIPAL EMPLOYERS City of Santa Ana Fiscal Year 2014 -15 Number of Percentage of Total Name of Business Employees Rank County Employment County of Orange 16,464 1 10.3% Santa Ana Unified School District 4,500 2 2.8 Santa Ana College 1,928 3 1.2 First American Title Co. 1,928 4 0.9 City of Santa Ana 1,500 5 0.9 KPC Healthcare 1,130 6 0.7 Superior Court of CA — County of Orange 742 7 0.5 Orange County Register 601 8 0.4 Abbott Medical Optics Inc. 601 9 0.4 New Century Mortgage 600 10 0.4 Source: Comprehensive Annual Financial Report of the City of Santa Ana for Fiscal Year 2014 -15 C 55B -112 Taxable Sales The history of taxable transactions in the City from calendar year 2009 through third quarter 2014 is shown in the following table. TAXABLE SALES City of Santa Ana 2009 -2014 Taxable transactions in thousands of dollars. (2) Most recent data available, through third quarter 2014. Source: "Taxable Sales in California (Sales & Use Tax)," California Board of Equalization. Assessed Value The history of assessed values of taxable property within the City from fiscal years 2005 -06 through 2014 -15 is shown in the following table. ASSESSED VALUE (UNAUDITED) OF TAXABLE PROPERTY CITY OF SANTA ANA Fiscal Years 2005 -2006 through 2014 -15 (in thousands of dollars) Retail Retail and Food Total Outlets Year Permits Taxable Transactions( �) Total Permits Taxable Transactionslrl 2009 3,715 2,139,858 6,717 $3,116,988 2010 3,863 2,235,903 6,838 3,178,264 2011 3,926 2,363,736 6,845 3,326,962 2012 4,003 2,518,026 6,848 3,492,395 2013 3,988 2,608,681 6,745 3,655,025 2014(`) 4,146 681,445 6,918 9,58,190 Taxable transactions in thousands of dollars. (2) Most recent data available, through third quarter 2014. Source: "Taxable Sales in California (Sales & Use Tax)," California Board of Equalization. Assessed Value The history of assessed values of taxable property within the City from fiscal years 2005 -06 through 2014 -15 is shown in the following table. ASSESSED VALUE (UNAUDITED) OF TAXABLE PROPERTY CITY OF SANTA ANA Fiscal Years 2005 -2006 through 2014 -15 (in thousands of dollars) The State Constitution requires property to be assessed at one hundred percent of the most recent purchase price, plus an increment of not more than two - percent annually, plus any local over - rides. The assessed valuation data shown above represents the only data currently available with respect to the actual market value of taxable property and is subject to the limitation described above. (a) California cities do not set their own direct tax rate. The State Constitution establishes the rate at 1% and allocates a portion of that amount, by an annual calculation, to all the taxing entities within a tax rate area. Source: Comprehensive Annual Financial Statement of the City of Santa Ana for Fiscal Year 2014 -2015. B -7 55B -113 Total Fiscal Total Real Unsecured Total Direct Year Secured Property Property Assessedo) Tax Rate(2) 2006 $16,039,774 $1,415,202 $17,268,935 1.0% 2007 17,927,887 1,631,584 19,378, 852 1.0 2008 19,553,630 1,630,486 21,006,625 1.0 2009 20,220,321 1,711,122 21,756,428 1.0 2010 18,811,560 1,700,267 20,337,726 1.0 2011 18,313,282 1,575,006 19,714,394 1.0 2012 18,509,578 1,591,287 19,928,684 1.0 2013 18,829,929 1,432,409 20,093,576 1.0 2014 19,579,938 1,539,745 20,955,423 1.0 2015 20,432,992 1,642,391 21,914,119 1.0 The State Constitution requires property to be assessed at one hundred percent of the most recent purchase price, plus an increment of not more than two - percent annually, plus any local over - rides. The assessed valuation data shown above represents the only data currently available with respect to the actual market value of taxable property and is subject to the limitation described above. (a) California cities do not set their own direct tax rate. The State Constitution establishes the rate at 1% and allocates a portion of that amount, by an annual calculation, to all the taxing entities within a tax rate area. Source: Comprehensive Annual Financial Statement of the City of Santa Ana for Fiscal Year 2014 -2015. B -7 55B -113 APPENDIX C FORM OF BOND COUNSEL OPINION [TO COME] C -1 55B -114 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT D -1 55B -115 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT E -1 55B -116 APPENDIX F THE BOOK -ENTRY SYSTEM The following description under the heading "Procedures and Record Keeping" with respect to beneficial ownership interests in the Bonds, payment of principal of and interest on the Bonds to Direct Participants, Indirect Participants or Beneficial Owners (as such terms are defined below) of the Bonds, confirmation and transfer of beneficial ownership interests in the Bonds and other Bond - related transactions by and between DTC, Direct Participants, Indirect Participants and Beneficial Owners of the Bonds is based solely on information furnished by DTC to the City which the City believes to be reliable, but the City and the Underwriter do not and cannot make any independent representations concerning these matters and do not take responsibility for the accuracy or completeness thereof. Neither the DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Procedures and Record Keeping The Depository Trust Company ( "DTC "), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One (ally- registered Bond will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited- purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has a Standard & Poor's rating of AA +. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtce.com and www.dtc.org. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (the "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive F -1 55B -117 certificates representing their ownership interests in the Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bonds documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Fiscal Agent and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption price and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of fonds and corresponding detail information from the City or the Fiscal Agent, on a payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Fiscal Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption price and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City and the Fiscal Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book- entry -only system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. F -2 55B -118 Discontinuance of DTC Services In the event that (a) DTC determines not to continue to act as securities depository for the Bonds, or (b) the City determines that DTC shall no longer act and delivers a written certificate to the Fiscal Agent to that effect, then the City will discontinue the Book -Entry System with DTC for the Bonds. If the City determines to replace DTC with another qualified securities depository, the City will prepare or direct the preparation of a new single separate, fully- registered Bond for each maturity of the Bonds registered in the name of such successor or substitute securities depository as are not inconsistent with the terms of the Bond Resolution. If the City fails to identify another qualified securities depository to replace the incumbent securities depository for the Bonds, then the Bonds shall no longer be restricted to being registered in the Bond registration books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository or its nominee transferring or exchanging the Bonds shall designate. In the event that the Book -Entry System is discontinued, the following provisions would also apply: (i) the Bonds will be made available in physical form, (ii) principal of, and redemption premiums if any, on the Bonds will be payable upon surrender thereof at the trust office of the Fiscal Agent identified in the Bond Resolution, and (iii) the Bonds will be transferable and exchangeable as provided in the Bond Resolution. The City and the Fiscal Agent do not have any responsibility or obligation to DTC Participants, to the persons for whom they act as nominees, to Beneficial Owners, or to any other person who is not shown on the registration books as being an owner of the Bonds, with respect to (i) the accuracy of any records maintained by DTC or any DTC Participants; (ii) the payment by DTC or any DTC Participant of any amount in respect of the principal of, redemption price of or interest on the Bonds; (iii) the delivery of any notice which is permitted or required to be given to registered owners under the Bond Resolution; (iv) the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial redemption of the Bonds; (v) any consent given or other action taken by DTC as registered owner; or (vi) any other matter arising with respect to the Bonds or the Bond Resolution. The City and the Fiscal Agent cannot and do not give any assurances that DTC, DTC Participants or others will distribute payments ofprincipal of or interest on the Bonds paid to DTC or its nominee, as the registered owner, or any notices to the Beneficial Owners or that they will do so on a timely basis or will serve and act in a manner described in this Official Statement The City and the Fiscal Agent are not responsible or liable for the failure ofDTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner in respect to the Bonds or any error or delay relating thereto. F -3 55B -119 APPENDIX G UNPAID FINAL ASSESSMENT ROLL AND VALUE -TO -LIEN RATIOS G -1 55B -120 CITY OF SANTA ANA ASSESSMENT DISTRICT NO. 2015-01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BONDS BOND PURCHASE AGREEMENT ,2016 City Council City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Members of the City Council: Brandis Tallman LLC (the "Underwriter ") acting not as fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement with the City of Santa Ana, California (the "City ") which, upon acceptance, will be binding upon the City and the Underwriter. This offer is made subject to its acceptance by the City on the date hereof, and it is subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance by the City. Capitalized terms that are used in this offer and not otherwise defined herein shall have the respective meanings ascribed to them in the Fiscal Agent Agreement (as hereinafter defined), The City acknowledges and agrees that: (i) the purchase and sale of the Bonds (as such term is defined below) pursuant to this Bond Purchase Agreement is an arm's - length commercial transaction between the City and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not and has not been acting as a "municipal advisor" (as such term is defined in Section 15B of the Securities Exchange Act of 1934, as amended) to the City; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters); (iv) the Underwriter has financial interests that may differ from and be adverse to those of the City; and (v) the City has consulted its own legal, fnraneial and other advisors to the extent that it has deemed appropriate on this transaction. EXHIBIT 5 55B -121 Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the City, and the City agrees to sell to the Underwriter, all (but not less than all) of the City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds (the `Bonds ") in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be. dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on March 2 and September 2 in each year, commencing March 2, 2017) at the rates per annum, and mature on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified, as such in Exhibit A. (b) The Bonds are issued under: (i) the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code (the "1915 Act'); (ii) the Fiscal Agent Agreement, dated as of July 1, 2016 (the "Fiscal Agent Agreement "), by and between the City and U,S. Bank National Association, as fiscal agent (the "Fiscal Agent'); and (iii) a resolution (the "Resolution ") approving the issuance of the Bonds adopted by the City Council (the "City Council ") of the City on June 21, 2016. (c) All of the proceedings of the City undertaken to form the City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) (the "Assessment District') and to levy the assessment (the "Assessments ") were undertaken under the Municipal Improvement Art of 1913 (Division 12 of the California Streets and Highways Code) (the "1913 Act"). (d) Subsequent to its receipt of a certificate from the City deeming the Preliminary Official Statement for the Bonds, dated , 2016 (which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the "Preliminary Official Statement" and which, as amended with the prior approval of the Underwriter and executed by the City, will be referred to herein as the "Official Statement'), final for purposes of Rule 15c2 -12 of the Securities and Exchange Commission ( "Rule 15c2 -12 "), the Underwriter distributed copies of the Preliminary Official Statement to potential purchasers of Bonds. The City hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the Official Statement, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, dated as of 1, 2016, by and between the City and Urban Futures, Inc. (the "Continuing Disclosure Agreement'), this Bond Purchase Agreement, any other documents or contracts to which the City is a party, and all information contained therein, and all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. (e) At 8:00 A.M., Pacific Daylight Time, on 2016, or at such earlier time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the "Closing Date "), the City will deliver (i) to The Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book -entry form 2 55B -122 registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the City as provided in the Fiscal Agent Agreement and with the facsimile seal of the City printed thereon, and (ii) to the Underwriter, at the offices of Best, Best & Krieger LLP, San Diego, California, the other documents herein mentioned; and the Under writer shall accept such delivery and pay the purchase price of the Bonds in same day funds (such delivery and payment being herein referred to as the "Closing "). The Bonds, as so registered, shall be made available to the Underwriter for inspection not later than the second to last business day before the Closing Date. The City acknowledges and agrees that (i) the reoffering and purchase of the Bonds pursuant to this Bond Purchase Agreement is an arm's - length commercial transaction between the City and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters), and (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. 2. Representations, Warranties and Agreements of the Cites The City represents, warrants and covenants to and agrees with the Underwriter that: (a) Due Organization and Existence. The City is a municipal corporation duly organized and validly existing under the laws of the State of California and has, and at the Closing Date will have, fail legal right, power and authority (i) to execute, deliver and perform its obligations under this Bond Purchase Agreement, the Fiscal Agent Agreement, and the Continuing Disclosure Agreement (collectively, the "City Documents ") and to carry out all transactions contemplated by each of the City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution and Fiscal Agent Agreement as provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated by the Official Statement and the City Documents; (b) Compliance with Laws and Agreements. The City has complied, and at the Closing Date will be in compliance, in all material respects, with the City Documents; and an immaterial compliance therewith by the City, if any, will not impair the ability of the City to carry out, give effect to or consurmnate the transactions contemplated by the foregoing. From and after the date of issuance of the Bonds, the City will continue to comply with the covenants of the City contained in the City Documents; (c) Lase Adoption and Enforceability. The City has, or prior to the Closing Date, will have, duly and validly: (i) adopted the Resolution and approved and authorized the execution and delivery of the Bonds, the City Documents, and any other applicable agreements; and (ii) authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, the Bonds and the City Documents; and at the Closing Date (assuming due authorization, execution and delivery by the respective other parties thereto, 55B -123 where necessary) the Bonds, the City Documents and any other applicable agreements will constitute the valid, legal and binding obligations of the City, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. (d) No Defaults. The City is not in breach of or default under any applicable law or administrative rule or regulation of the United States or the State of California, or of any department, division, agency or instrumentality of either of them, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the City of its obligations under the City Documents or the Bonds; and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the United States or the State of California, or of any department, division, agency or instrumentality of either of them, or under any applicable court or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound,; (e) Approvals and Consents. Except for compliance with the blue sky or other states securities law filings, as to which the City makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the City Documents or the Bonds, have been obtained and are in firll force and effect; (f) Form and Validity of the Bonds and City Documents. The Bonds, the City Documents, and other applicable agreements conform as to form and tenor to the descriptions thereof contained in the Bonds, when delivered to and paid for by the Underwriter on the Closing Date as provided herein, will be validly issued and outstanding and entitled to all the benefits and security of the Fiscal Agent Agreement. (g) Validity of Assessments. The Assessments have been duly and lawfally levied under the 1913 Act, and the Assessments constitute valid and legally binding liens on the properties on which they have been levied. (h) Underwriting Period. Until the date which is twenty -five (25) days after the "end of the underwriting period" (as hereinafter defined), if any event shall occur of which the City becomes aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of such event and shall cooperate fully in famishing any information available to it for any supplement to the Official Statement necessary so that the statements therein, as so supplemented, will not be misleading in light of the circumstances existing at such time; and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement (as used herein, the term "end of 55B -124 the underwriting period" means the later of such time as (i) the City delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public); (i) Pledge of Assessments. The Fiscal Agent Agreement creates a valid pledge of the Assessments and the moneys in the Redemption Fund, and the Reserve Fund established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein; and said pledge constitutes a first lien on and security interest in all of the foregoing; 0) Absence of Litigation. Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or, to the knowledge of the City, threatened against the City (i) which would materially adversely affect the ability of the City to perform its obligations under the City Documents or the Bonds, or (ii) seeking to restrain or to enjoin: (A) the issuance, sale or delivery of the Bonds, (B) the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or (C) the collection or application of the Assessments, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the City Documents, or any action contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the preliminary Official Statement or the Official Statement or the powers or authority of the City with respect to the Bonds, the City Documents, or any action of the City contemplated by any of said documents; nor is there any action pending or, to the knowledge of the City, threatened against the City which alleges that interest on the Bonds is not excludable from gross income for federal income tax purposes or is not exempt from California personal income taxation; (k) City Cooperation, The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the `Blue Sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the City shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing; (1) City Certificates, Any certificate signed by any authorized official of the City authorized to do so shall be deemed a representation and warranty to the Underwriter as to the statements made therein; (m) Application of Bond Proceeds, The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as described in the Official Statement; (n) Official Statement. The Official Statement (except the information relating to The Depository Trust Company and its book -entry only- system, as to which no view need be expressed) is, as of the date thereof, and will be, as of the Closing Date, true, correct and completcin all material respects; and the Official Statement (except the information relating to The Depository Trust Company and its book - entry -only system, as to which no view need be 55B -125 expressed), does not, as of the date thereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (o) Rule 15c2 -12, The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the City as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2 -12. The City. hereby covenants and agrees that, within seven (7) business days from the date hereof, or (upon reasonable written notice from the Underwriter) within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the City shall cause the Official Statement to be delivered to the Underwriter in a quantity and /or in an electronic format as mutually agreed upon by the Underwriter and the City so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2 -1.2 and Rules G -12, G -15, G -32 and G -36 of the Municipal Securities Rulemaking Board. 3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) Validity of City Documents and Actions. At the Closing Date, the City Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as, in the opinion of Best, Best & I{rieger, LLP, Bond Counsel for the City, shall be necessary and appropriate; (b) Official Statement. The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, be true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 2(h) hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) Termination Events, Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), which judgment shall be formed (to the maximum extent reasonably 55B -126 practicable under the circumstances) only after consultation with the City's financial advisor, by reason of any of the following; (1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rides or regulations as amended and then in effect; (3) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), the validity or enforceability of the Assessments; (4) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading•, (5) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial cotmnunity in, the United States which, in the judgment of the Underwriter, makes it impracticable or 55B -127 inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner contemplated in the Preliminary Official Statement or the Official Statement; (6) the declaration of a general banking moratorium by federal, State of Now York or State of California authorities, or the general suspension of trading on any national securities exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission (the "SEC ") or any other governmental authority having jurisdiction that, in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; (7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (S) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (9) there shall have been any material adverse change in the affairs of the City that in the Underwriter's reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (10) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (I1) a stop order, release, regulation, or no- action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939, as amended. (d) Closing Documents. On the Closing Date, the Underwriter shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The City Documents, together with a certificate dated as of the Closing Date of the City Cleric to the effect that each such document is a true, correct and complete copy of the one duly approved by the City Council; 55B -128 (2) The Official Statement, duly executed by the City; (3) Unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Best, Best & Krieger, LLP, Bond Counsel for the City, in the form attached to the Preliminary Official Statement as Appendix C, and a reliance letter dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion addressed to the City may be rolled upon by the Underwriter to the same extent as if such opinion was addressed to them; (4) Supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Best, Best & Krieger, LLP, Bond Counsel for the City, to the effect that (i) this Bond Purchase Agreement, the Fiscal Agent Agreement and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the City, and, assuming such agreements constitute valid and binding obligations of the other parties thereto, constitute the legally valid and binding agreements of the City enforceable in accordance with their terms, except as enforcement may be limited by banlauptcy, moratorium, insolvency or other laws affecting creditor's rights or remedies and is subject to general principles of equity; (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (iii) the statements contained in the Official Statement under the captions "INTRODUCTION," "THE BONDS," "SECURITY FOR THE BONDS," "TAX MATTERS" and Appendices C and D (except that no opinion or belief need be expressed as to any financial or statistical data, any forecasts, any assumptions or any expressions of opinion contained in the Official Statement), insofar as such statements expressly summarize certain provisions of the Bonds, the Fiscal Agent Agreement and the opinion of such firm concerning the exclusion from gross income for federal income tax purposes and the exemption from State of California personal income taxes of interest on the Bonds, are accurate in all material respects; (5) An opinion, dated the Closing Date and addressed to the City and to the Underwriter, of Best, Best & Krieger, LLP, Disclosure Counsel for the City, to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the City, the Underwriter, Psomas and others, and their exarnination of certain documents, nothing has come to their attention which has led them to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial or statistical data, any forecasts, any assumptions or any expressions of opinion contained in the Official Statement); (6) A certificate, dated the Closing Date and signed by an authorized representative of the City, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds and certifying that (i) the representations and warranties of the City contained in Section 2 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement; (ii) to 55B -129 the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds and the City Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement; and (iii) the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the City Documents and the Official Statement at or prior to the Closing Date; (7) An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney, to the effect that (i) to the best of his or her knowledge and except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or threatened which would materially adversely affect the ability of the City to perform its obligations under the City Documents or the Bonds, or seelcing to restrain or to enjoin the issuance of the Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection of the Assessments, or in any way contesting or affecting the validity or enforceability of the City Documents or the BOrtdS or the accuracy of the Official Statement, or any action of the City contemplated by any of said documents; (ii) the City is duly organized and validly existing as a municipal corporation, under the Constitution and laws of the State of California, with fiAl legal right, power and authority to perform all of its obligations under the City Documents; (iii) the City has obtained all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which constitute a condition precedent to the collection of the Assessments, the issuance of the Bonds or the performance by the City of its obligations thereunder or under the Fiscal Agent Agreement, except that no opinion need be expressed regarding compliance with blue sky or other securities laws or regulations; and (iv) the City Council has duly and validly adopted the resolutions forming the Assessment District, confirming the Assessments, approving the City Documents and authorizing the sale and issuance of the Bonds at meetings of the City Council which were called, held and conducted pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and that such resolutions are now in full force and effect; (8) A certificate dated the Closing Date of Psomas to the effect that the information contained in the Official Statement provided by it therein does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (9) A certificate of the City dated the Closing Date, in a form acceptable to Bond Counsel, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (10) A certificate of U,S. Bank National Association, as Fiscal Agent, dated the Closing Date in form and substance reasonably acceptable to the Underwriter; 10 55B -130 (11) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Preliminary Official Statement and the Official Statement, of the City's representations and warranties contained herein, and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City in connection with the transactions contemplated hereby and by the Official Statement. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 5 and Section 6 hereof shall continue in full force and effect. 4. Conditions of the City's Obligations. The City's obligations hereunder are subject to the Underwriter's performance of their obligations hereunder, and are also subject to the following conditions: (a) As of the Closing Date, no litigation shall be pending or, to the lmowledge of the duly authorized officer of the City executing the certificate referred to in Section 3(d)(6) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds or the City Documents or the existence or powers of the City; and (b) As of the Closing Date, the City shall receive the approving opinions of Bond Counsel and Disclosure Counsel referred torn Section 3(d)(3) and (5) hereof, dated as of the Closing Date. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein: (a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (out of any legally available funds of the City) all expenses incident to the performance of the City's obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the Official Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of the Financial Advisor, the Assessment Engineer, the Fiscal Agent, Bond Counsel and Disclosure Counsel and any accountants, engineers or any other experts or consultants the City has retained in connection with the Bonds; and (b) The City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any "blue sky" or legal investment memoranda and this Bond Purchase Agreement; expenses to 11 55B -131 qualify the Bonds for sale under any "blue sky" or other state securities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enuunerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses, 6. Notices. Any notice or other communication to be given to the City under this Bond Purchase Agreement may be given by delivering the same in writing to the City's Executive Director, Finance & Management Services Agency, 20 Civic Center Plaza, Santa Ana, California 92701, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Brandis Tallman LLC 22 Battery Street, Suite 500, San Francisco, California 94111. 7. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the City and the Underwriter (including their successors or assigns), and no other person shall acquire or have any tight hereunder or by virtue hereof. 8. Survival of Representations, Warranties and Agreements. The representations, warranties and agreements of the City set forth in or made pursuant to this Bond Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the Bonds. 9. Effective. This Bond Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance. 10. No Prior Agreements, This Bond Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the City. 11. Governing Law. This Bond Purchase Agreement shall be governed by the laws of the State of California. 12 55B -132 12. Counterparts. This Bond Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. WWI � t ui Attorney Very truly yours, BRANDIS TALLMAN LLC M Principal ACCEPTED: 2016, at p.m. (Pacific) CITY OF SANTA ANA 13 55B -133 EXHIBIT A MATURITY SCHEDULE CITY OF SANTA ANA ASSESSMENT DISTRICT NO. 2015-01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BONDS Maturity Date (September 2) Principal Amount Interest Rate Yield The purchase price of the Bonds shall be $ , which is the principal amount thereof less Underwriter's Discount of $ and [plus /less] an Original Issue [Premium/Discount] of A -1 55B -134 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement ") is executed and entered into as of ' 2016, by and between the City of Santa Ana (the "City "), and Urban Futures, Inc., as dissemination agent (the "Dissemination Agent "), in connection with the issuance by the City of its Assessment District No. 2015.01 (Warner Industrial Community) Limited Obligation Improvement Bonds in the aggregate principal amount of $ (the "Bonds "). The Bonds are being issued pursuant to the provisions of the Improvement Bond Act of 1915 (the "Act "), and a Fiscal Agent Agreement dated as of July 1, 2016 (the "Fiscal Agent Agreement "), by and between the City and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent "), The City and the Dissemination Agent hereby covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the parties hereto for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2- 12(b)(5) promulgated under the Securities and Exchange Act of 1934. Section 2. Definitions. In addition to the definitions set forth in the Fiscal Agent Agreement, which apply to any capitalized terms used but not otherwise defined in this Disclosure Agreement, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Annual Report Date" shall mean the date in each year that is the first day of the month following the ninth month after the end of the City's fiscal year, which date, as of the date of this Disclosure Agreement, is April I. "Assessment District" means Assessment District No. 201.5 -01. "Assessments" means the assessments levied on properties within the Assessment District which secure the payment of Debt Service. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make invesurient decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean initially, Urban Futures, Inc., as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the City and which has filed with the Fiscal Agent a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access system information about which may be found at the following Internet address: http: / /cmma.msrb.org /. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. EXHIBIT 6 55B -135 "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Coina ission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http : / /emma.msrb.org. "Official Statement" shall mean the Official Statement dated . 2016 relating to the Bonds. "Owner" shall mean the person in whose name any Bond shall be registered. "Participating Underwriter" shall mean Brandis Talhnan LLC, the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds. "Rule" shall mean Rule 15c2- 12(b)(5), promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement, The Annual Report for the fiscal year ending June 30, 2016 shall be satisfied by the Official Statement. The Annual Report may include by reference other information as provided in Section 3 hereof; provided, however, that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City's fiscal year changes, it shall, or it shall instruct the Dissemination Agent to, give notice of such change in a filing with the MSRB. (b) So long as the Dissemination is an entity other that the City, then the provisions of this Section 3(b) shall apply. Not later than 15 business days prior to the date specified in subsection (a) of this Section for the providing of the Annual Report to the MSRB, the City shall provide the Annual Report to the Dissemination Agent and the Participating Underwriter, If by such date, the Dissemination Agent has not received, a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the first sentence of subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a) of this Section, the Dissemination Agent shall, in a timely manner, send a notice to the MSRB in substwitially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) provide any Annual Report received by it to the MSRB as provided herein; and 55B -136 (ii) file a report with the City certifying that the Annual Report has been provided to the MSRB pursuant to this Disclosure Agreement, and stating the date it was provided to the MSRB. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following: (a) audited financial statements of the City, for the fiscal year most recently ended, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board and reporting standards as set forth by the State Controller in "State of California Accounting Standards and Procedures for Cities," Audited financial statements of the City may be submitted separately and later than the Annual Report if they are not available by the filing date of the Annual Report. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c); (b) the following additional items with respect to the Bonds and the property in the Assessment District subject to the levy of the Assessments: 1. the principal amount of Bonds outstanding as of the September 3 preceding the Amnial Report Date; 2, the balance in each fund under the Fiscal Agent Agreement as of the September 30 preceding the Annual Report Date; 3, an update of Tables 2, 4 and 5 in the Official Statement for the Bonds based on the assessed values within the Assessment District for the current fiscal year, the assessment levy for the fiscal year in which the Annual Report is being filed and the delinquency status for the current fiscal year; and 4. the status of any foreclosure proceedings being pursued by the City with respect to delinquent Assessments. Any or all of the items listed above may be set forth in one or a set of documents or may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities or with respect to which the City is an `obligated person" (as defined by the Rule), which have been made available to the public on the MSRB's website. The City shall clearly identify each such other document so included by reference. (c) In addition to any of the information expressly required to be provided under subsections (a) and (b), the City shall provide such further infornation, if any, as may be necessary to make the. specifically required statements, in light of the circumstances under which they are made, not misleading. 55B -137 Section 5. Reporting of Significant Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than ten business days after the oecurence of the event: Principal and interest payment delinquencies; 2. Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; 4. Substitution of credit or liquidity providers, or their failure to perform; 5. Adverse tax opinions or issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB); 6. Tender offers; 7. Defeasances; 8. Rating changes; or 9. Banluptcy, insolvency, receivership or similar event of the City. Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (b) The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner not later than ten business days after the occurrence of the event: 1. Unless described in paragraph 5(a)(5), other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; 2. Modifications to rights of Bond holders; Bond calls; 4. Release, substitution, or sale of property securing repayment of the Bonds; 55B -138 51 Non - payment related defaults; 6. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; or 7. Appointment of a successor or additional fiscal agent or the change of name of a fiscal agent. (c) The Fiscal Agent shall, within one business day of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative and inform such person of the event. The Fiscal Agent, in notifying the Disclosure Representative of a Listed Event, shall not be required to make any determinations with respect to such Listed Event, including whether such Listed Event is material or reflects financial difficulties. (d) If a Listed Event described in subsection (b) of this Section occurs, the City shall determine if such event would be material under applicable federal securities law. (e) If a Listed Event described in subsection (a) of this Section occurs, or if the City determines that the occurrence of a Listed Event described in subsection (b) of this Section would be material under applicable federal securities law, the City shall, or shall cause the Dissemination Agent to, file a notice of the occurrence of such Listed Event with the MSRB, within ten business clays of such occurrence. (f) Notwithstanding the foregoing, notices of Listed Events described in paragraph (vii) of subsection (a) of this Section and paragraph (iii) of subsection (b) of this Section need not be given any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the Fiscal Agent Agreement. Section 6. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Agreement must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The City's and the Dissemination Agent's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in fall of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in a filing with the MSRB. Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent, The Dissemination Agent may resign by providing 30 days' written notice to the City and the Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent). The initial Dissemination Agent shall be Urban Futures, Inc. If at any time there is not any other designated Dissemination Agent, the Fiscal Agent shall be the Dissemination Agent. 55B -139 Section 9. Amendment; Waiver, Notwithstanding any other provision of this Disclosure Agreement, the City and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the City; provided, however, that the Dissemination Agent shall not be obligated to enter into any amendment increasing or affecting its duties, rights or obligations), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied; (a) if the amendment or waiver relates to the provisions of Section 3(a) hereof, Section 4 hereof, or Section 5(a) or (b) hereof, it may only be made in comiection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) the undertalcings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by the Owners in the same manner as provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements (i) notice of such change shall be given in a filing with the MSRB, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 10. Additional Information, Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreemment or any other means of communication, or including any other information in any Annual Report or notice' required to be filed pursuant to this Disclosure Agreement, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event or any other event required to be reported, Section 11, Default. In the event of a failure of the City, the Fiscal Agent or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Fiscal Agent may (and, at the written direction of any Participating Underwriter or the Owners of at 55B -140 least 25% of the aggregate principal amount of Outstanding Bonds, shall, upon receipt of indemnification reasonably satisfactory to the Fiscal Agent), or any Owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City, the Fiscal Agent or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the City, the Fiscal Agent or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 12. Duties. Immunities and Liabilities of Fiscal Agent, Article VII of the Fiscal Agent Agreement is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Fiscal Agent Agreement. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Fiscal Agent thereunder. Neither the Fiscal Agent nor the Dissemination Agent shall be responsible for the form or content of any Annual Report or notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement. The Dissemination Agent (if other than the Fiscal Agent or the Fiscal Agent in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent permitted by law, the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees and expenses) of defending against any claim of liability, and which are not due to its negligence or its willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and the termination of this Disclosure Agreement. Section 13, Beneficiaries, The Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, the Fiscal Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or nnenforceability shall not affect any other provision herein. Section 15, State of California Law Governs. The validity, interpretation and. performance of this Disclosure Agreement shall be governed by the internal laws of the State of California. Section 16, Notices. Any notice or communications to be among any of the parties to this Disclosure Agreerneat may be given as follows: If to the City: City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 55B -141 I£ to the Dissemination Agent: If to the Participating Underwriter: Section 17. Counterpart s. This Disclosure Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. 55B -142 IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. Dated: 2016 M1T1T5'i3 S Attorney CITY OF SANTA ANA 0 as Dissemination Agent LE Authorized Officer [EXECUTION PAGE OF CONTINUING DISCLOSURE AGREEMENT] 55B -143 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Santa Ana Name of Bond Issue: City of Santa Ana Assessment District No. 2015 -01 (Warner Industrial Community) Limited Obligation Improvement Bonds Date of Issuance: , 2016 NOTICE IS I4EREBY GIVEN that the City of Santa Ana (the "City"), has not provided an Annual Report with respect to the above -named Bonds as required by the Continuing Disclosure Agreement, dated as of 2016, by and between the City and Urban Futures, Inc„ as dissemination agent (the "Dissemination Agent "). The City anticipates that the Annual Report will be filed by _ Dated: 0 55B -144 Authorized Signatory MAYOR Miguel A. Puljdo MAYOR PRO TEM Vicente Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Benavides Michele Martinez Roman Rayne Sal Tinajero PUBLIC WORKS AGENCY P.O. Box 1988 M -36 Santa Ana, California 92702 www.santa- ana.oro !1IIRMAW21110 Ms. Leni Zarate Psomas 1500 Iowa Avenue, Suite 210 Riverside, CA 92507 CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar SUBJECT: NOTICE TO PROCEED —Warner Industrial Community Assessment District Dear Ms. Zarate Thank you for your Proposal dated June 8, 2016 for tasks related to the Warner Industrial Community Assessment District. Please accept this letter as a formal Notice To Proceed (NTP) with administration services for the not -to- exceed amount of $22,250.00. If you have any further questions or need additional information, please do not hesitate to contact me at (714) 647 -5632. We look forward to working with you. Sincerely, Kenny Nguyen Senior Civil Engineer Attachment: Proposal (dated June 8, 2016) Exhibit 7 SANTA ANA CITY COUNCIL Miguel A. Pulido Vicente 9annienld Michele MaNnez Angelica Anamwa P. David Benavides Roman Reyna Sal Tinajero Mayor Mayor Pro Than, Ward i Ward Ward Ward6 MPUrtlonsanra- aaorg Martnez/asantao No"can 1 DBenavdes0eantaanaoar j RRevna�anta- ana.00 I STinaieroCAsanla ena.oro 65B_112 ' Balancing the Natural and Bull[ Fnvoonvtem June S, 2016 Mr. Francisco Gutierrez Executive Director Finance & Management Services Agency 20 Civic Center Plaza, M -17 Santa Ana, CA 92701 Subject: Annual Administration Proposal for Warner Business Assessment District Financing Dear Mr. Gutierrez: Psomas appreciates the opportunity to continue partnering with the City of Santa Ana (City) by submitting this proposal for District Administration Services for the above referenced project. We are confident that our relationship with the formation of Warner and current work experience will prove to be an asset to the annual administration process. The following is Psomas' proposed Scope of Work and Fee and Term. Setae of Work Task t Annual Administration Objective I Coordinate timely enrollment of Assessments and assure quality by consistently applying the method of apportionment. Communicate with the City and its citizens by providing information, prepayment, and monitoring services. Apportion Parcels. Psomas will receive from the City staff assigned to administer the District information necessary to create the annual Special Assessment. City staff will approve the total Special Assessment requirement for the current fiscal year and Psomas will apportion the Special Assessment to each parcel consistent with the method of apportionment. h Coordinate with Fiscal Agent. Psomas will help the City coordinate with the Fiscal Agent to review current debt service schedules and determine the amount needed to pay principal and interest on the outstanding bonds or calculate any capitalized interest for the bond year in question, where applicable. f, Determine Administrative Fees. Psomas will help the City determine the amount needed to meet the anticipated administrative expenses for the current 16001owa Avenue fiscal year. suite 210 Riverside, CA 02607 1'oi 051.797.0421 Fax 951.692.3379 V~ psomas.com 55B -146 Page 2 of 4 Mr. Francisco Gutierrez Senior Civil Engineer City of Santa Ana Submit to Auditor. Psomas will prepare the annual levy in a format and media acceptable for direct submission to the County Auditor's office prior to the statutory deadline and will perform adjustments and corrections to rejected parcels by resubmitting the levies, as necessary. Direct Billing. Psomas will coordinate the direct billing of certain parcels, as requested by the City, if the parcel is non - taxable pursuant to Orange County Taxability Code and is subject to the levy. Apportionments *. Psomas will facilitate the preparation of assessment apportionment applications, if necessary. Psomas will, in a timely manner and pursuant to the applicable statutory provisions, prepare assessment apportionments, which shall include: a) preparation of amended assessment diagrams; b) apportioning the assessment to divided parcels; c) preparation and delivery of the required notice to the original bond purchaser(s); d) recordation of required notice and amended assessment diagrams, e) preparation (if necessary) of required disclosure documents, as required by the Department of Real Estate (RE624 Forms). Services related to reapportionments shall be at the expense of the requesting party or placed on the tax bill. Primary Contact. Psomas will serve as the Initial and primary contactwith the public regarding the levy of the Special Assessment. Atoll free telephone number of the Consultant's designation will appear on the regular property tax billing next to the Special Assessment to facilitate contact with the public. Psomas will provide qualified and competent staff members to answer taxpayer questions regarding the purpose of the Special Assessment, the facilities constructed and/or maintained by the District, the use of bond proceeds and the method of apportionment of the Special Assessment. Prepayment Calculations *. At the request of the landowners, Psomas will calculate the prepayment amount for a parcel(s) and provide any additional information as requested related thereto. Services related to requests for payoff information will be at the expense of the requesting party. If a prepayment is received, Psomas will comply with Revenue Taxation Code 163 by preparing the Release of Lien. Psomas will coordinate with City staff to have a City representative sign the Release. Psomas will record the Release within 5 days of receiving the signed Release and provide a copy to the City. Task 2. Delinquency Management Objective I Determine delinquency status and coordinate the City's foreclosure requirements. 55B -147 Page 3 of 4 Mr. Francisco Gutierrez. Senior Civil Engineer City of Santa Ana * Delinquency Policy. Psomas will review and make recommendations to the City to ensure that any policies established related to the collection of delinquent Special Assessments are consistent with the foreclosure covenant and/or with the requirements of the District formation documents, * Delinquency History. Psomas will maintain a database that includes a delinquency history of the parcels, as derived from the County property tax system. Delinquency history will include delinquent amounts for each parcel including reference to those parcels that have been referred to Foreclosure Counsel, and prior year delinquencies that have been paid. * Delinquency Tracking and Reporting. Psomas will research the records of the County Tax Collector for payment information to determine which parcels are delinquent after the December 10 and April 10 property tax installment due dates, after June 30 and prior to the date in which the City is obligated to initiate foreclosure proceedings under the foreclosure covenant. Delinquency reports will include parcel lists showing the Assessor Parcel Numbers, property owner and delinquent amount for each parcel. * Notification to Delinquent Property Owners. At the request of the City, Psomas will prepare letters to property owners at the times and in the format determined by the delinquency policy. Psomas will respond to public requests regarding delinquent notices and will prepare, as necessary, statements to the requesting party of all amounts delinquent including penalties, interest, and roll removal fees. * Removal from Rolls. Psomas will prepare correspondence to the Auditor's Office for removal of delinquent Special Taxes or Special Assessments from the tax rolls in the event these amounts are paid directly to the District. The City will pay for any County required fees. Foreclosure Coordination. Psomas will provide delinquent amounts (including penalty and interest) to Foreclosure Counsel in the event that foreclosure proceedings are initiated. Direct Payments. Psomas will coordinate direct collections of individual delinquencies and deposits with the Fiscal Agent. City Support Responsibilities Psomas will coordinate with City staff to create a partnership to facilitate successful project completion. We will rely on the City to provide the following information including, but not limited to: * Adopt a resolution setting the public hearing for the District * Direct the City Clerk to set the date and publish a notice for the Public hearing * Conduct public hearing 55B-148 Page 4 of 4 Mr. Francisco Gutierrez Senior Civil Engineer City of Santa Ana * Certified copies (where required) of Resolutions or other documentation required by the County for direct levy or assessment administration * Mail Delinquency notices Proposed Frye and °farm Psomas proposes to complete the Scope of Services above during Fiscal Years: 2016 -17, 2017 -2018, and 2018 -2019 for a total not -to- exceed amount of $22,250. This amount will be billed on a time and material basis each month. This proposal also includes the option to extend the contract in two one -year increments at the not -to- exceed amount of 7,564 per year. Please note that proposed fees do not include Apportionments and Prepayment Requests which will be paid for by the requesting party. These fees are as follows: APPORTIONMENTS. The base fee for preparing any apportionment is $2,555. However, Psomas reserves the right to adjust this amount depending on the size of each project, its required services, and level of effort specific to the development. Prior to commencing this work, Psomas will coordinate with the City once a deposit has been made by the requesting party. No. of Newly Created Parcels Base Fee Per Parcel Fee 1 through 10 $2,555 $25.00 111 150 $3,484 $20.00 151 through 400 $4,416 v� $10.00 400+ $5,347 $2.50 PREPAYMENT CALCULATIONS. Psomas shall be compensated $800.00 per Assessor Parcel Number requested for prepayment. Please feel free to contact me to discuss the proposal or any technical questions that arise. can be reached on my cell 951 - 205 -8364 or via email at Izaratq psomas.com. Cc: Mr. Alvaro Castellon, City of Santa Ana Ms. Anna Sarabian, Fieldman, Rolapp & Associates 55B -149 55B -150 } 0 _. _ • CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: STATEMENT OF INVESTMENT POLICY AND MUNICIPAL SECURITIES DISCLOSURE POLICY AND PROCEDURES (STRATEGIC PLAN NO. 4, 1) C. RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: UAIU=004 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 51 Reading ❑ Ordinance on 2nd Reading ❑ implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a Resolution approving the City's Investment Policy 2. Adopt a Resolution approving the City's Municipal Securities Continuing Disclosure Policy & Procedures 3. Receive and file the Annual Statement of Investment Policy 4. Receive and file the Municipal Securities Disclosure Policy & Procedures DISCUSSION Statement of Investment Policy In accordance with state law the Finance and Management Services Agency has annually submitted the City's Investment Policy (Policy) to the City Council. AB 2853 amended Section 53646 of the Government Code making the requirement to render a Statement of Investment Policy to the City Council permissive rather than mandatory. However, the Finance and Management Services Agency believes it to be both prudent and in keeping with the spirit of the City's Sunshine Policy that such documents continue to be regularly provided. The Executive Director, Finance and Management Services Agency, therefore continues to render to the City Council an annual Statement of Investment Policy. The Statement of Investment Policy outlines the City's investment guidelines, rules, and practices. The primary goals of the City's investment policy are: 1) To assure compliance with all Federal, State, and local laws governing investment of monies. 2) To provide the safety of principal and sufficient liquidity. 55C -1 Annual Statement of Investment Policy and Municipal Securities Disclosure Policy and Procedures June 21, 2016 Page 2 3) To provide an investment return within the parameters of the Statement of Investment Policy and Investment Portfolio guidelines. The Policy applies to all financial assets of the City, with the exception of Bond Proceeds. Finance and Management Services Agency Treasury and Customer Service ( "Treasury ") staff continually analyze the portfolio and act to maximize earnings while safeguarding assets and maintaining liquidity. Annually, Treasury staff conducts an evaluation of the City's Policy to determine compliance with applicable Federal and State regulations and with industry standards and best practices to determine if any enhancements or newly adopted rules and regulations are required to be incorporated within the document. Based on these regular staff evaluations periodic updates and revisions to the investment policy are recommended. On June 14, 2014, the City was awarded a Certificate of Excellence Award from The Association of Public Treasurers of United States of America & Canada ( "Association ") for the City's success in developing a comprehensive written investment policy in accordance with industry best practices. In addition to receiving the 2014 award, the City subsequently exceeded its earnings forecast for FY 2014 -15 and is projected to so again for FY 2015 -16. The Association's Investment Policy Certification Committee recommends recertification of member cities' investment policies every 3 years. However, in the event that substantive changes are made during the intervening period, the Association's recommendation is to recertify within one year. As a result of Treasury staff's research and analysis, substantive changes were made and have been incorporated in this year's Annual Statement of Investment. After approval of the Policy, the document will be resubmitted for re- certification by "The Association ", California Municipal Treasurer Association Investment Policy Certification Program and with the California Debt and Investment Advisory Commission. Continuing Disclosure Policy Pursuant to SEC Rule 15c2 -12, issuers of debt are required under most circumstances to provide financial and operating information on an annual basis with the Municipal Securities Rulemaking Board (MSRB) using the Electronic Municipal Market Access system (EMMA). In order to ensure full compliance and continuing with the City's strategy in implementing best practices regarding financial disclosure, Staff has fulfilled its disclosure requirements of its bonded debt instruments by virtue of operating via the guidelines set forth in its Municipal Securities Disclosure Policy & Procedures (Disclosure Policy). The Disclosure policy is intended to assure that all filings required under the SEC Rule are made timely, completely and meet all applicable requirements. Furthermore, this Disclosure Policy also outlines the steps taken by the Finance and Management Services Agency in disclosing both financial and operational information that any prudent investor of City debt would require and the timeliness of that notification. 55C -2 Annual Statement of Investment and Continuing Disclosure Policy June 21, 2016 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal No. 4 City Financial Stability, Objective No. 1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director / City Treasurer Finance & Management Services Agency Exhibit: 1. Resolution- Investment Policy 2. Resolution - Municipal Securities Disclosure Policy and Procedures 3. Investment Policy 4. Municipal Securities Disclosure Policy and Procedures SV /RPNVH /AC 55C -3 55C -4 LS 6.7.16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of Santa Ana hereby finds, determines and declares as follows: A. California Government Code §53646, provides that each city may have a written statement of investment policy to govern investment of the City's monies. B. Pursuant to §53646, the City Treasurer shall annually submit a statement of investment policy for City Council consideration. C. The City Treasurer has submitted the attached Statement of Investment Policy to this Council at its regular meeting of June 21, 2016, for its consideration. Section 2. The City Council of the City of Santa Ana has duly considered and approves the City's statement of investment policy submitted by the City Treasurer. Section 3. The City Treasurer shall submit quarterly reports to the City Council stating all investments made in the preceding quarter and that such investments have been made in conformance with the City's investment policy. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2016. Miguel A. Pulido Mayor Resolution No, 2016 -XXX EXHIBIT 1 Page 1 of 2 55C -5 APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: '<' C� Lisa Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2016 -XXX Page 2 of 2 Clerk of Council City of Santa Ana 55C -6 jmf 6113116 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ADOPTION OF MUNICIPAL SECURITIES DISCLOSURE POLICY AND PROCEDURES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana and its related entities issue municipal bonds, notes, and other obligations ( "Obligations ") from time to time that are offered to the investing public. B. Publicly offered debt obligations and securities, such as bonds or certificates of participation, are offered pursuant to an Official Statement or other type of offering document that must comply with the "anti -fraud rules" of federal securities laws. ( "Anti -fraud rules" refers to Section 17 of the Securities Act of 1933 and Section 10(b) of the Securities and Exchange Act of 1934, and regulations adopted by the Securities and Exchange Commission under those Acts, particularly "Rule 10b -5" under the 1934 Act.) C. The City of Santa Ana has determined that it would be proper in the management of its financial affairs to establish policies of the City and its related entities with respect to the preparation of disclosure documents and the continuing disclosure requirements related to the public offering of Obligations. D. City staff is directed and has prepared a Municipal Securities Disclosure Policy and Procedures, a copy of which is attached as Exhibit A. Section 2. The City Council of the City of Santa Ana hereby approves and adopts the Municipal Securities Disclosure Policy and Procedures, a copy of which is attached as Exhibit A and will be on file at the offices of the Finance and Management Services Agency of the City for public inspection. Exhibit 2 Resolution No. 2016 -xxx Page 1 of 2 55C -7 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. ADOPTED this 21 st day of June, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: ` . 'i'` __. Joh . Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on June 21, 2016. Date: Clerk of the Council City of Santa Ana 55C -8 Resolution No. 2016 -xxx Page 2 of 2 EXHIBIT A Please see exhibit 4 attached to the Request for Council Action for this item. 55C -9 55C -10 CITY OF SANTA ANA ANNUAL STATEMENT OF INVESTMENT POLICY JULY 2016 INTRODUCTION: This statement is intended to outline the policies for prudent investment of idle City funds by providing guidelines for suitable investments while maximizing the efficiency of the City's Cash Management Program. Under the direction of the Executive Director, Finance and Management Services (FMSA), the responsibility for the day to day investment of the City's funds is delegated to the Treasury and Customer Services Manager and /or Assistant Finance Director only. The investment policy applies to all financial assets of the City which are pooled in an actively managed portfolio. The investment pool or portfolio will be referred to as the "Fund" throughout this document. Bond proceeds shall be invested in accordance with requirements and restrictions outlined in the bond documents. Bond proceeds are not considered part of the Fund nor subject to this Investment Policy. The City's Cash Management Program is designed to accurately monitor and forecast expenditures and revenues, thus enabling the investment of funds to the fullest extent possible. Maturities are matched as close as possible to coincide with cash requirements. The investment policies and practices of the City of Santa Ana are based upon Federal, State and Local law and prudent money management. The primary goals of these policies are: 1. To assure compliance with all Federal, State and Local laws governing the investment of monies. 2. To provide for the safety of principal and sufficient liquidity. 3. To provide an investment return within the parameters of this Statement of Investment Policy. Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution and management of the investment program, or that could impair their ability to make impartial decisions. Employees and investment officials shall disclose any material interests in financial institutions with which they conduct business. They shall further disclose any personal financial /investment positions that could be related to the performance of the investment portfolio. Employees and officers shall refrain from undertaking personal investment transactions with the same individual with whom business is conducted on behalf of the City. EXHIBIT 3 55C -11 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 2 OBJECTIVES: 1. SAFETY OF PRINCIPAL - Safety of principal is the foremost objective of the City of Santa Ana. Each investment transaction shall be undertaken in a manner that seeks to ensure preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and interest rate risk. A. Credit Risk Credit Risk is the risk of loss due to the failure of the security issuer or backer to redeem the outstanding debt at the stated maturity date. Credit risk also applies to the overall market perception of the financial strength and capacity of the issuer. Credit risk may be mitigated by: - Limiting investments to the safest types of securities; - Pre - qualifying the financial institutions, broker /dealers, intermediaries, and advisors with which the City will do business; and - Diversifying the investment portfolio so that potential losses on individual securities will be minimized. B. Market or Interest Rate Risk Market or interest rate risk is the risk that the market value of securities in the portfolio may fall due to changes in general interest rates. Market or interest rate risk may be mitigated by: - Structuring the Fund so that securities mature to meet cash requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity, and - By investing operating funds primarily in shorter -term securities. The cash flow is updated on a daily basis and will be considered prior to the investment of securities, which will reduce the necessity to sell investments for liquidity purposes. 2. LIQUIDITY - The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs to meet anticipated demands (static liquidity). Furthermore, since all possible cash demands cannot be anticipated, the portfolio should consist largely of securities with active secondary or resale markets (dynamic liquidity). 55C -12 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 3 3. YIELD - The City's Fund shall be designed with the objective of attaining a market - average rate of return throughout budgetary and economic cycles taking into account the investment risk constraints and liquidity needs. The market - average rate of return is defined as the average return on three -month U.S. Treasury Bills. Return on investment is of least importance compared to the safety and liquidity objectives described above. The core of investments is limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed. It is the general policy of the City to hold investments until market value equals or exceeds amortized cost or book value of the security. Securities shall not be sold prior to maturity with the following exceptions: 1) a declining credit security could be sold early to minimize loss of principal; 2) a simultaneous purchase of a security and the sale of another (security swap) to enhance the quality, yield, or target duration in the portfolio; or 3) liquidity needs of the portfolio require that the security be sold; 4) a sale of a specific security prior to its maturity and a capital gain or loss recorded in order to improve the credit quality, liquidity, or rate of return of the portfolio in response to market conditions and /or City risk preferences. The City strives to maintain one hundred percent (100 %) investment of idle funds after consideration for a compensating balance to cover the cost of services provided by the bank. The funds available for investment are determined by cash flow projections updated daily. Investments are monitored so that legal limits on types of investments are not exceeded. PRUDENT PERSON STANDARD: The "prudent person" standard shall be applied in the context of managing the overall portfolio. Investment officers acting in accordance with written procedures and this investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from exceptions are reported in a timely fashion and the liquidity and the sale of securities are carried out in accordance with the terms of this policy. Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. The City is governed by the California Government Code, Sections 16429.1 and Title 5, Division 2, Part 1, Chapter 4, entitled Financial Affairs, commencing with section 53630. Each investment 55C -13 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 4 transaction and the entire portfolio must comply with California Government Code, Sections 53600 and 53635 et seq. and this policy. ALLOWABLE INVESTMENT INSTRUMENTS — STATE LAW California Government Code Section 53601 establishes allowable investment instruments applicable to all local agencies along with maximum maturities, maximum specified percentages of total portfolio, and minimum quality requirements. Section 53601.1 authorizes local agencies to invest in financial futures or financial option contracts in any of the allowable investment categories enumerated in section 53601. INELIGIBLE INVESTMENTS - STATE LAW: Certain investments, however, are prohibited by California Government Code Section 53601.6. Accordingly, the City shall not invest in any inverse floaters, range notes, or mortgage derived, interest -only strips. In addition, the City shall not invest any funds in any security that could result in zero interest accrual if held to maturity. However, prohibited securities that are in the City's portfolio, as of the date of this policy adoption, may be held until their maturity dates. DISALLOWED INVESTMENTS - HIGHER PERCEIVED RISK Besides investments prohibited by statute, this policy disallows investments in the following due to a higher perceived risk: • Asset - backed securities (ABS) — securities supported by pools of installment loans or leases or by pools of revolving lines of credit; Derivatives — financial instruments which have a principal and /or interest payment subject to uncertainty as to timing and /or amount including financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying index or security, and may include a leveraging factor, or financial contracts based upon notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities or commodities); Investment agreements — contracts regarding funds deposited by an investor often separated into those offered by banks and those offered by insurance companies commonly known as Guaranteed Investment Contracts (GICs) or Guaranteed Investment Agreements (GIAs); 55C -14 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 5 • Mortgage- backed securities — securities created when a mortgage or purchaser of residential real estate mortgages creates a pool of mortgages and markets undivided interests or participation in the pool, including principal only strips; • Repurchase and Reverse Repurchase agreements — agreements involving the borrowing of cash from a financial institution for the purchase of securities in which a financial asset is instead pledged as a collateral for a loan and reverse purchase agreements in which the roles of borrower and lender are reversed. • Securities lending agreements — agreements allowing local agencies to earn incremental income on their investment portfolio by loaning securities in their portfolio to financial services companies for a limited time; AUTHORIZED INVESTMENTS: Santa Ana further restricts permitted investments to those listed below. Within this scope, the City diversifies its investments by maturity dates and types of investments. Concentration limits are indicated for all investment categories except Treasury securities, which are considered the safest investments. A. United States Treasury Bills, Notes, and Bonds, for which the full faith and credit of the United States are pledged for payment of principal and interest. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. B. Obligations issued by a Federal Agency or a United States Government Sponsored Enterprise. Federal Agency Issues include, but are not limited to GNMA (Government National Mortgage Association), FFCB (Federal Farm Credit Bank), FHLB (Federal Home Loan Bank), FHLMC (Federal Home Loan Mortgage Corporation), FNMA (Federal National Mortgage Association), SLMA (Student Loan Mortgage Administration), FHA (Federal Housing Administration), and TVA (Tennessee Valley Authority). Although there is no percentage limitation on these issues, purchases of this category shall not exceed five years to maturity and the "prudent investor" rule shall apply for a single agency name as U.S. Government backing is implied rather than guaranteed. C. Supranational Obligations in United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter - American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase or sale within the United States. Investments under this 55C -15 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 6 subdivision shall be rated "AA" or better by an NRSRO and shall not exceed 30 percent of the cost value of the Fund. D. Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as banker's acceptances, which are eligible for purchase by the Federal Reserve System. Purchases of banker's acceptances may not exceed one hundred, eighty (180) days or forty percent (40 %) of the cost value of the Fund which may be invested pursuant to this section. However, no more than thirty percent (30 %) of the City's cost value of the Fund may be invested in the banker's acceptances of any one commercial bank pursuant to this section. E. Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical rating organization ( NRSRO). The entity that issues the commercial paper shall be organized and operating within the United States, as a general corporation, shall have total assets in excess of five - hundred, million dollars ($500,000,000), and has debt other than commercial paper, if any, that is rated "A" or higher by NRSRO The entity is organized within the United States as a special purpose corporation, trust, or limited liability company; has program wide credit enhancements including, but not limited to: over - collateralization, letters of credit, or a surety bond; has commercial paper that is rated "A -V or higher, or the equivalent, by an NRSRO Eligible commercial paper shall have a maximum maturity of two - hundred seventy (270) days or less. The City may purchase no more than ten percent (10 %) of the outstanding commercial paper of any single corporate issue. Purchases of commercial paper may not exceed twenty -five percent (25 %) of the surplus money which may be invested. F. Negotiable certificates of deposit issued by a nationally or state - chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union or by a state - licensed branch of a foreign bank. However, the City shall not invest in negotiable certificates of deposit issued by a state or federal credit union if a member of the City Council or any City personnel with investment decision making authority also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. The City's investment in negotiable certificates of deposit may not exceed thirty percent (30 %) of the cost value of the Fund. The amount so invested shall be subject to the limitations of Government Code Section 53638 which generally provides that the deposit shall not exceed the shareholder's equity of any depository bank, or the total net worth of any depository savings association or federal association, or the total of the unimpaired capital and surplus of an insured industrial loan company. Purchases of this category shall not exceed five years to maturity. 55C -16 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 7 G. Local Agency Investment Fund - State Pool - the City may invest in the Local Agency Investment Fund (LAIF) established by the State Treasurer under California Government Code Section 16429.1 for the benefit of local agencies. LAIF provides daily liquidity; therefore, there is no final stated maturity for this investment category. Although there is no percentage limitation on this fund, the "prudent investor" rule shall apply for a single agency name. Investments in LAIF shall not exceed $65 million per account. H. Bonds issued by the City or agency of the City including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the City or agency of the City. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. Other State of California Local Agency bonds, notes, warrants or other evidence of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. Purchases of this category shall not exceed five years to maturity. There is no percentage limit in this category. J. Medium Term Corporate Notes (MTN) defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment shall be rated in a rating category of "A" or its equivalent or better by a nationally recognized rating service. Purchases in this category shall not exceed five (5) years to maturity or fifteen percent (15 %) of the cost value of the Fund. Purchases in a single issuer in this category shall not exceed five percent (5 %) of the cost value of the Fund. K. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940. The company shall have met either of the following criteria: 1. Attain the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs, and 2. Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five (5) years experience investing in the securities and obligations authorized by subsection (a) to (k), inclusive, and subdivisions (m) to (o), inclusive, of Section 53601 of the 55C -17 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 —JUNE 30, 2017 Page 8 Government Code and with assets under management in excess of five - hundred, million dollars ($500,000,000). The purchase price of shares of beneficial interest, (mutual funds) purchase pursuant to this subdivision shall not include any commission that these companies may charge. Investments in this category shall be restricted to money market mutual funds that seek to maintain a Net Asset Value of $1. Money market mutual funds provide daily liquidity; therefore, there is no final stated maturity for this investment category. Investments in mutual funds shall be restricted to Funds that have the highest ranking or the highest letter and numerical rating provided by not less than two of the following nationally recognized statistical rating organizations: Moody's, Standard & Poor's or Fitch. Purchases in this category shall not exceed 20% of the book value of the Portfolio. Purchases in a single mutual fund shall not exceed 10% of the book value of the Portfolio. Money must be deposited in state or national banks, state or federal savings associations or state or federal credit unions in the State of California. It may be in inactive deposits, active deposits or interest- bearing active deposits. The deposits cannot exceed the amount of the bank's or savings and loan's paid up capital and surplus. The bank or savings and loan must secure the active and inactive deposits with eligible securities having a market value of one - hundred, ten percent (110 %) of the total amount of the deposits. State law also allows as an eligible security, first trust deeds having a value of one - hundred, fifty percent (150 %) of the total amount of the deposits. A third class of collateral is letters of credit drawn on the Federal Home Loan Bank (FHLB). The Treasurer may waive, at his discretion, security for that portion of a deposit which is insured pursuant to federal law. Currently, the first two- hundred, fifty- thousand dollars ($250,000) of a deposit is federally insured. It is to the City's advantage to waive this collateral requirement for the first $250,000 because we receive a higher interest rate. 55C -18 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 9 QUALIFIED DEALERS AND INSTITUTIONS: The City shall transact business only with banks, savings and loans and registered investment securities dealers. The purchase by the City of any investment other than those purchased directly from the issuer, shall be purchased either from an institution licensed by the State as a Broker - Dealer, as defined in Section 25004 of the Corporations Code and registered with Financial Industry Regulatory Authority ( FINRA), or a member of a Federally regulated securities exchange, a National or State - Chartered Bank, a Federal or State Association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank, and who is registered with FINRA. The City's investment staff shall investigate all institutions which wish to do business with the City as a Qualified City of Santa Ana Broker - Dealer, in order to determine if they are adequately capitalized, make markets in securities appropriate to the City's needs, and agree to abide by the conditions set forth in the City of Santa Ana Annual Statement of Investment Policy. This will be done by having the Financial Institutions complete and return the appropriate City of Santa Ana Broker - Dealer Questionnaire, along with their most current FINRA Report and Audited Financial Statement (available within one - hundred, twenty (120) days of the Institution's fiscal year -end). The Treasury and Customer Services Manager shall maintain a list of Financial Institutions authorized to provide investment services to the City, along with their FINRA Report. Financial Institutions previously certified as Qualified City of Santa Ana Broker - Dealers shall complete and return the appropriate City of Santa Ana Broker - Dealer Questionnaire bi- annually, but shall be subject to the Audited Financial Statement and FINRA annual reporting requirements. However, if the interaction with the Broker - Dealer is limited to investment trades through an electronic trading platform, then the Broker - Dealer is exempt from completion of a questionnaire. In selecting external Broker - Dealers, past performance, stability, financial strength, reputation, area of expertise, and willingness and ability to provide the highest investment return at the lowest cost to the City within the parameters of this Investment Policy and the California Government Code shall be primary considerations. Investment staff will only conduct business with registered representatives of broker - dealers that have a minimum of three (3) years continuous experience working for a primary dealer or five (5) years continuous experience working for a non - primary dealer. Investment staff will only purchase or sell securities from registered representatives that possess an active Series 7 license, an active Series 66 license, or an active Series 63 license, and who submit a FINRA form U4 (employment history) and a current FINRA form U5 Disclosure Statement and have completed the City's Broker - Dealer questionnaire. 55C -19 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 10 SAFEKEEPING OF SECURITIES: In accordance with California Government Code Section 53601, to protect against potential losses caused by collapse of individual securities dealers, all securities owned by the City except securities used as collateral for repurchase agreements, shall be kept in safekeeping with "perfected interest" by the City's custodial bank or a third party bank trust department, acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. All securities, excepting investments in the State Pool or money market mutual funds, will be received and delivered using standard delivery versus payment. INTERNAL CONTROLS: The Executive Director for FMSA is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft or misuse. The Executive Director for FMSA has developed a system of internal investment controls and a segregation of responsibilities of investment functions in order to assure an adequate system of internal control over the investment function. Internal control procedures address wire controls, separation of duties, delivery of securities to a third party for custodial safekeeping, and written procedures for placing investment transactions. Cash balances are reconciled daily by non - investment employees and reconfirmed by the City's accounting staff. In addition, the City's accounting staff also verifies investment activities and holdings on a monthly basis. The Executive Director for FMSA, at his /her discretion, shall establish a process for annual independent reviews by an external auditor to the extent contemplated by generally accepted auditing standards. REPORTING: Government Code Section 53646 previously mandated that annual investment policies and quarterly reports be rendered to the legislative body (for the City of Santa Ana - the City Council). AB 2853 amended Government Code Section 53646 making these requirements permissive rather than mandatory. Although the Annual Investment Policy and Quarterly Reports to City Council are no longer required, we believe it to be both prudent and in keeping with the spirit of the City's Sunshine Policy that these documents continue to provided. The Executive Director for FMSA shall therefore continue to render to the City Council a statement of investment policy and a report to the City Council and City Manager containing detailed information on all securities, investments, and moneys of the City. The report will be submitted on at least a quarterly basis and provided to the Council within thirty (30) days following the end of the quarter. 55C -20 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 11 The report will contain the following information on the funds that are subject to this investment policy: 1) Type of investment (name of the issuer) 2) Date of maturity 3) Par and dollar amounts invested in each security 4) Weighted average maturity of the investments 5) Market value as of the date of report 6) Source of the market value information 7) Any funds, investments or programs, including loans, under the management of contracted parties In addition, a description of the City's compliance with the Statement of Investment Policy shall be provided along with a statement denoting the City's ability to meet its expenditure requirements for the next six months. POLICY REVIEW: This investment policy shall be reviewed at least annually to ensure its consistency with the overall objectives of preservation of PRINCIPAL, LIQUIDITY, AND YIELD and its relevance to current law, financial and economic trends, and to meet the needs of the City of Santa Ana. Francisco Gutierrez Executive Director / City Treasurer Finance & Management Services Agency NTZI 55C -21 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 12 APPENDIX APPENDIX — TABLE OF CONTENTS ........................................ ............................... ...........................Page 12 CORPORATIONS CODE SECTION 25004 .............................. ............................... .Page 13 FINANCIAL CODE SECTION 5102 ............................................ ............................... ...........................Page 15 GOVERNMENT CODE SECTION 16429. 1 ................................ ............................... ...........................Page 16 GOVERNMENT CODE SECTION 53630 ................................. ............................... .Page 18 GOVERNMENT CODE SECTION 53635 ................................... ............................... ...........................Page 19 GOVERNMENT CODE SECTION 53601 ................................... ............................... ...........................Page 20 GOVERNMENT CODE SECTION 53601. 1 .................. ............................... GOVERNMENT CODE SECTION 53601.6.... ........................Page 25 ......... ...........................Page 26 GOVERNMENT CODE SECTION 53638 ................................... ............................... ...........................Page 26 GOVERNMENT CODE SECTION 53646 ................................... ............................... ...........................Page 27 TABLES LOCAL AGENCY INVESTMENT GUIDELINES ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT CODE (AS OF JANUARY 1, 2016) APPLICABLE TOO ALL LOCAL AGENCIES (FIGURE 1) - LOCAL AGENCY INVESTMENT GUIDELINES .............................. ............................... Page i ALLOWABLE INVESTMENT INSTRUMENTS TABLE OF NOTES FOR FIGURE 1 - LOCAL AGENCY INVESTMENT GUIDELINES ...................... Page ii 55C -22 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 13 CORPORATIONS CODE - CORP TITLE 4. SECURITIES [25000 - 315161 ( Title 4 added by Stats. 1949, Ch. 384. ) DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 257071 ( Division 1 repealed and added by Slats. 1968, Ch. 88. ) PART 1. DEFINITIONS [25000 - 250231 ( Part 1 added by Slats. 1968, Ch. 88. ) CORPORATIONS CODE SECTION 25004. (a) "Broker- dealer" means any person engaged in the business of effecting transactions in securities in this state for the account of others or for his own account. `Broker- dealer" also includes a person engaged in the regular business of issuing or guaranteeing options with regard to securities not of his own issue. "Broker - dealer" does not include any of the following: (1) Any other issuer. (2) An agent, when an employee of a broker - dealer or issuer. (3) A bank, trust company, or savings and loan association. (4) Any person insofar as he buys or sells securities for his own account, either individually or in some fiduciary capacity, but not as part of a regular business. (5) A person who has no place of business in this state if he effects transactions in this state exclusively with (A) the issuers of the securities involved in the transactions or (B) other broker - dealers. (6) A broker licensed by the Real Estate Commissioner of this state when engaged in transactions in securities exempted by subdivision (f) or (p) of Section 25100 or in securities the issuance of which is subject to authorization by the Real Estate Commissioner of this state or in transactions exempted by subdivision (e) of Section 25102. (7) An exchange certified by the Commissioner of Corporations pursuant to this section when it is issuing or guaranteeing options. The commissioner may by order certify an exchange under this section upon such conditions as he by rule or order deems appropriate, and upon notice and opportunity to be heard he may suspend or revoke such certification, if he finds such certification, suspension, or revocation to be in the public interest and necessary and appropriate for the protection of investors. (b) For purposes of this section, an agent is an employee of a broker - dealer under paragraph (2) of subdivision (a) when the agent is employed by or associated with the broker - dealer under all of the following conditions: (1) The agent is subject to the supervision and control of the broker - dealer. (2) The agent performs under the name, authority, and marketing policies of the broker - dealer. 55C -23 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 14 (3) The agent discloses to investors the identity of the broker - dealer. (4) The agent is reported pursuant to subdivision (c) of Section 25210 and the rules adopted thereunder. (Amended by Stats. 2004, Ch, 461, Sec. 1. Effective January 1, 2005) 55C -24 �yr�-><.» y_ �. rr_ �_ vr_ ��r_ �r��• ��aarr.»lu•���r�•�la.r�l.�r�e -i JULY 1, 2016 — JUNE 30, 2017 Page 15 FINANCIAL CODE - FIN DIVISION 2. SAVINGS ASSOCIATION LAW [5000 - 100091 ( Division 2 repealed and added by Slats. 1983, Ch. 1091, Sec. 2. ) CHAPTER 1. Short Title, General Definitions, and General Provisions [5000 - 5330] ( Chapter 1 added by Stats. 1983, Ch. 1091, Sec. 2. ) ARTICLE 2. General Definitions [5100 -5124] ( Article 2 added by Slats. 1983, Ch. 1091, Sec. 2. ) FINANCIAL CODE SECTION 5102. (a) "Association" or "savings association" means a mutual or stock savings association, savings and loan association or savings bank subject to the provisions of this division, but excluding a federal association. (b) "Federal association" means a savings and loan association or federal savings bank that is chartered by the Office of Thrift Supervision under Section 5 of the Home Owners' Loan Act of 1933 (12 U.S.C. Sec. 1464), as amended. (Amended by Stats. 1990, Ch, 1118, Sec. 8.) 55C -25 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 16 GOVERNMENT CODE - GOV TITLE 2. GOVERNMENT OF THE STATE OF CALIFORNIA [8000 - 229801 ( Title 2 enacted by Stats. 1943, Ch. 134 ) DIVISION 4. FISCAL AFFAIRS [16100 - 17700] ( Division 4 added by Stats. 1945, Ch. 119. ) PART 2. STATE FUNDS [16300 - 16649.951 ( Part 2 added by Stats. 1945, Ch. 120. ) CHAPTER 2. Special Funds [16346 - 16429.4] ( Chapter 2 added by Stats. 1945, Ch. 120. ) ARTICLE 11. Local Agency Investment Fund [16429.1 - 16429.41 ( Article 11 added by Slats. 1976, Ch. 730. ) GOVERNMENT CODE SECTION 16429.1. (a) There is in trust in the custody of the Treasurer the Local Agency Investment Fund, which fund is hereby created. The Controller shall maintain a separate account for each governmental unit having deposits in this fund. (b) Notwithstanding any other law, a local governmental official, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (c) Notwithstanding any other law, an officer of any nonprofit corporation whose membership is confined to public agencies or public officials, or an officer of a qualified quasi - governmental agency, with the consent of the governing body of that agency, having money in its treasury not required for immediate needs, may remit the money to the Treasurer for deposit in the Local Agency Investment Fund for the purpose of investment. (d) Notwithstanding any other law or provision of this section, a local agency, with the approval of its governing body, may deposit in the Local Agency Investment Fund proceeds of the issuance of bonds, notes, certificates of participation, or other evidences of indebtedness of the agency pending expenditure of the proceeds for the authorized purpose of their issuance. In connection with these deposits of proceeds, the Local Agency Investment Fund is authorized to receive and disburse moneys, and to provide information, directly with or to an authorized officer of a trustee or fiscal agent engaged by the local agency, the Local Agency Investment Fund is authorized to hold investments in the name and for the account of that trustee or fiscal agent, and the Controller shall maintain a separate account for each deposit of proceeds. (e) The local governmental unit, the nonprofit corporation, or the quasi - governmental agency has the exclusive determination of the length of time its money will be on deposit with the Treasurer. 55C -26 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 17 (f) The trustee or fiscal agent of the local governmental unit has the exclusive determination of the length of time proceeds from the issuance of bonds will be on deposit with the Treasurer. (g) The Local Investment Advisory Board shall determine those quasi - governmental agencies which qualify to participate in the Local Agency Investment Fund. (h) The Treasurer may refuse to accept deposits into the fund if, in the judgment of the Treasurer, the deposit would adversely affect the state's portfolio. (i) The Treasurer may invest the money of the fund in securities prescribed in Section 16430. The Treasurer may elect to have the money of the fund invested through the Surplus Money Investment Fund as provided in Article 4 (commencing with Section 16470) of Chapter 3. (j) Money in the fund shall be invested to achieve the objective of the fund which is to realize the maximum return consistent with safe and prudent treasury management. (k) All instruments of title of all investments of the fund shall remain in the Treasurer's vault or be held in safekeeping under control of the Treasurer in any federal reserve bank, or any branch thereof, or the Federal Home Loan Bank of San Francisco, with any trust company, or the trust department of any state or national bank. (1) Immediately at the conclusion of each calendar quarter, all interest earned and other increment derived from investments shall be distributed by the Controller to the contributing governmental units or trustees or fiscal agents, nonprofit corporations, and quasi - governmental agencies in amounts directly proportionate to the respective amounts deposited in the Local Agency Investment Fund and the length of time the amounts remained therein. An amount equal to the reasonable costs incurred in carrying out the provisions of this section, not to exceed a maximum of 5 percent of the earnings of this fund and not to exceed the amount appropriated in the annual Budget Act for this function, shall be deducted from the earnings prior to distribution. However, if the 13 -week Daily Treasury Bill Rate, as published by the United States Department of the Treasury on the last day of the state's fiscal year is below 1 percent, then the above -noted reasonable costs shall not exceed a maximum of 8 percent of the earnings of this fund for the subsequent fiscal year, shall not exceed the amount appropriated in the annual Budget Act for this function, and shall be deducted from the earnings prior to distribution. The amount of the deduction shall be credited as reimbursements to the state agencies, including the Treasurer, the Controller, and the Department of Finance, having incurred costs in carrying out the provisions of this section. (m) The Treasurer shall prepare for distribution a monthly report of investments made during the preceding month. (n) As used in this section, "local agency," "local governmental unit," and "local governmental official" includes a campus or other unit and an official, respectively, of the California State University who deposits moneys in funds described in Sections 89721, 89722, and 89725 of the Education Code. (Amended by Stats. 2014, Ch. 28, Sec. 39. Effective June 20, 2014.) 55C -27 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 18 GOVERNMENT CODE - GOV TITLE 5. LOCAL AGENCIES [50001 - 575501 ( Title 5 added by Slats. 1949, Ch. 81, ) DIVISION 2. CITIES, COUNTIES, AND OTHER AGENCIES [53000 - 558211 ( Division 2 added by Slats. 1949, Ch. 81. ) PART 1. POWERS AND DUTIES COMMON TO CITIES, COUNTIES, AND OTHER AGENCIES [53000 - 54999.7] ( Part 1 added by Slats. 1949, Ch. 81. ) CHAPTER 4. Financial Affairs [53600 - 53997] ( Chapter 4 added by Slats. 1949, Ch. 81. ) ARTICLE 2. Deposit of Funds [53630 - 53686] ( Article 2 added by Slats. 1949, Ch. 81. ) GOVERNMENT CODE SECTION 53630. As used in this article: (a) "Local agency" means county, city, city and county, including a chartered city or county, a community college district, or other public agency or corporation in this state. (b) "Treasurer' means treasurer of the local agency. (c) "Depository" means a state or national bank, savings association or federal association, a state or federal credit union, or a federally insured industrial loan company, in this state in which the moneys of a local agency are deposited. (d) "Agent of depository" means a trust company or trust department of a state or national bank located in this state, including the trust department of a depository where authorized, and the Federal Home Loan Bank of San Francisco, which is authorized to act as an agent of depository for the purposes of this article pursuant to Section 53657. (e) "Security' means any of the eligible securities or obligations listed in Section 53651. (f) "Pooled securities" means eligible securities held by an agent of depository for a depository and securing deposits of one or more local agencies. (g) "Administrator" means the Administrator of Local Agency Security of the State of California. (h) "Savings association or federal association" means a savings association, savings and loan association, or savings bank as defined by Section 5102 of the Financial Code. 55C -28 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 19 (i) "Federally insured industrial loan company" means an industrial loan company licensed under Division 7 (commencing with Section 18000) of the Financial Code, the investment certificates of which are insured by the Federal Deposit Insurance Corporation. (j) "Corporation" includes a limited liability company. (Amended by Stats. 2004, Ch. 118, Sec. 19.7. Effective January 1, 2005.) GOVERNMENT CODE SECTION 53635. (a) This section shall apply to a local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other local agencies, including local agencies that have the same governing body. However, Section 53601 shall apply to all local agencies that pool money in deposits or investments exclusively with local agencies that have the same governing body. This section shall be interpreted in a manner that recognizes the distinct characteristics of investment pools and the distinct administrative burdens on managing and investing funds on a pooled basis pursuant to Article 6 (commencing with Section 27130) of Chapter 5 of Division 2 of Title 3. A local agency that is a county, a city and county, or other local agency that pools money in deposits or investments with other agencies may invest in commercial paper pursuant to subdivision (h) of Section 53601, except that the local agency shall be subject to the following concentration limits: (1) No more than 40 percent of the local agency's money may be invested in eligible commercial paper. (2) No more than 10 percent of the total assets of the investments held by a local agency may be invested in any one issuer's commercial paper. (b) Notwithstanding Section 53601, the City of Los Angeles shall be subject to the concentration limits of this section for counties and for cities and counties with regard to the investment of money in eligible commercial paper. (Amended by Stats. 2008, Ch. 709, Sec. 10.7. Effective January 1, 2009.) 55C -29 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 20 GOVERNMENT CODE SECTION 53601. This section shall apply to a local agency that is a city, a district, or other local agency that does not pool money in deposits or investments with other local agencies, other than local agencies that have the same governing body. However, Section 53635 shall apply to all local agencies that pool money in deposits or investments with other local agencies that have separate governing bodies. The legislative body of a local agency having moneys in a sinking fund or moneys in its treasury not required for the immediate needs of the local agency may invest any portion of the moneys that it deems wise or expedient in those investments set forth below. A local agency purchasing or obtaining any securities prescribed in this section, in a negotiable, bearer, registered, or nonregistered format, shall require delivery of the securities to the local agency, including those purchased for the agency by financial advisers, consultants, or managers using the agency's funds, by book entry, physical delivery, or by third -party custodial agreement. The transfer of securities to the counterparty bank's customer book entry account may be used for book entry delivery. For purposes of this section, "counterparty" means the other party to the transaction. A counterparty bank's trust department or separate safekeeping department may be used for the physical delivery of the security if the security is held in the name of the local agency. Where this section specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. Where this section does not specify a limitation on the term or remaining maturity at the time of the investment, no investment shall be made in any security, other than a security underlying a repurchase or reverse repurchase agreement or securities lending agreement authorized by this section, that at the time of the investment has a term remaining to maturity in excess of five years, unless the legislative body has granted express authority to make that investment either specifically or as a part of an investment program approved by the legislative body no less than three months prior to the investment: (a) Bonds issued by the local agency, including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the local agency or by a department, board, agency, or authority of the local agency. (b) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (c) Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state. (d) Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. (e) Bonds, notes, warrants, or other evidences of indebtedness of a local agency within this state, including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. (f) Federal agency or United States government- sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government- sponsored enterprises. 55C -30 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 - JUNE 30, 2017 Page 21 (g) Bankers' acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers' acceptances shall not exceed 180 days' maturity or 40 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 30 percent of the agency's moneys may be invested in the bankers' acceptances of any one commercial bank pursuant to this section. This subdivision does not preclude a municipal utility district from investing moneys in its treasury in a manner authorized by the Municipal Utility District Act (Division 6 (commencing with Section 11501) of the Public Utilities Code). (h) Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical rating organization (NRSRO). The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or (2): (1) The entity meets the following criteria: (A) Is organized and operating in the United States as a general corporation. (B) Has total assets in excess of five hundred million dollars ($500,000,000). (C) Has debt other than commercial paper, if any, that is rated "A" or higher by an NRSRO. (2) The entity meets the following criteria: (A) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (B) Has program wide credit enhancements including, but not limited to, overcol lateral ization, letters of credit, or a surety bond. (C) Has commercial paper that is rated "A -1" or higher, or the equivalent, by an NRSRO. Eligible commercial paper shall have a maximum maturity of 270 days or less. Local agencies, other than counties or a city and county, may invest no more than 25 percent of their moneys in eligible commercial paper. Local agencies, other than counties or a city and county, may purchase no more than 10 percent of the outstanding commercial paper of any single issuer. Counties or a city and county may invest in commercial paper pursuant to the concentration limits in subdivision (a) of Section 53635. (i) Negotiable certificates of deposit issued by a nationally or state - chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally licensed or state - licensed branch of a foreign bank. Purchases of negotiable certificates of deposit shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. For purposes of this section, negotiable certificates of deposit do not come within Article 2 (commencing with Section 53630), except that the amount so invested shall be subject to the limitations of Section 53638. The legislative body of a local agency and the treasurer or other official of the local agency having legal custody of the moneys are prohibited from investing local agency funds, or funds in the custody of the local agency, in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or a person with investment decision - making authority in the administrative office manager's office, budget office, auditor - controller's office, or treasurer's office of the local agency also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state orfederal credit union issuing the negotiable certificates of deposit. 55C -31 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 22 (j) (1) Investments in repurchase agreements or reverse repurchase agreements or securities lending agreements of securities authorized by this section, as long as the agreements are subject to this subdivision, including the delivery requirements specified in this section. (2) Investments in repurchase agreements may be made, on an investment authorized in this section, when the term of the agreement does not exceed one year. The market value of securities that underlie a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102 percent no later than the next business day. (3) Reverse repurchase agreements or securities lending agreements may be utilized only when all of the following conditions are met: (A) The security to be sold using a reverse repurchase agreement or securities lending agreement has been owned and fully paid for by the local agency for a minimum of 30 days prior to sale. (B) The total of all reverse repurchase agreements and securities lending agreements on investments owned by the local agency does not exceed 20 percent of the base value of the portfolio. (C) The agreement does not exceed a term of 92 days, unless the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (D) Funds obtained or funds within the pool of an equivalent amount to that obtained from selling a security to a counterparty using a reverse repurchase agreement or securities lending agreement shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement date of the reverse repurchase agreement or securities lending agreement, unless the reverse repurchase agreement or securities lending agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity date of the same security. (4) (A) Investments in reverse repurchase agreements, securities lending agreements, or similar investments in which the local agency sells securities prior to purchase with a simultaneous agreement to repurchase the security may be made only upon prior approval of the governing body of the local agency and shall be made only with primary dealers of the Federal Reserve Bank of New York or with a nationally or state - chartered bank that has or has had a significant banking relationship with a local agency. (B) For purposes of this chapter, "significant banking relationship" means any of the following activities of a bank: (i) Involvement in the creation, sale, purchase, or retirement of a local agency's bonds, warrants, notes, or other evidence of indebtedness. (ii) Financing of a local agency's activities. (iii) Acceptance of a local agency's securities or funds as deposits. 55C -32 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 23 (5) (A) "Repurchase agreement" means a purchase of securities by the local agency pursuant to an agreement by which the counterparty seller will repurchase the securities on or before a specified date and for a specified amount and the counterparty will deliver the underlying securities to the local agency by book entry, physical delivery, or by third -party custodial agreement. The transfer of underlying securities to the counterparty bank's customer book -entry account may be used for book -entry delivery. (B) "Securities," for purposes of repurchase under this subdivision, means securities of the same issuer, description, issue date, and maturity. (C) "Reverse repurchase agreement" means a sale of securities by the local agency pursuant to an agreement by which the local agency will repurchase the securities on or before a specified date and includes other comparable agreements. (D) "Securities lending agreement" means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral. (E) For purposes of this section, the base value of the local agency's pool portfolio shall be that dollar amount obtained by totaling all cash balances placed in the pool by all pool participants, excluding any amounts obtained through selling securities by way of reverse repurchase agreements, securities lending agreements, or other similar borrowing methods. (F) For purposes of this section, the spread is the difference between the cost of funds obtained using the reverse repurchase agreement and the earnings obtained on the reinvestment of the funds. (k) Medium -term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated "A" or better by an NRSRO. Purchases of medium -term notes shall not include other instruments authorized by this section and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (1) (1) Shares of beneficial interest issued by diversified management companies that invest in the securities and obligations as authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and that comply with the investment restrictions of this article and Article 2 (commencing with Section 53630). However, notwithstanding these restrictions, a counterparty to a reverse repurchase agreement or securities lending agreement is not required to be a primary dealer of the Federal Reserve Bank of New York if the company's board of directors finds that the counterparty presents a minimal risk of default, and the value of the securities underlying a repurchase agreement or securities lending agreement may be 100 percent of the sales price if the securities are marked to market daily. (2) Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a -1 et seq.). (3) If investment is in shares issued pursuant to paragraph (1), the company shall have met either of the following criteria: (A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs. 55C -33 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 24 (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations authorized by subdivisions (a) to (k), inclusive, and subdivisions (m) to (q), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000). (4) If investment is in shares issued pursuant to paragraph (2), the company shall have met either of the following criteria: (A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). (5) The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include commission that the companies may charge and shall not exceed 20 percent of the agency's moneys that may be invested pursuant to this section. However, no more than 10 percent of the agency's funds may be invested in shares of beneficial interest of any one mutual fund pursuant to paragraph (1). (m) Moneys held by a trustee or fiscal agent and pledged to the payment or security of bonds or other indebtedness, or obligations under a lease, installment sale, or other agreement of a local agency, or certificates of participation in those bonds, indebtedness, or lease installment sale, or other agreements, may be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, or lease installment sale, or other agreement, or to the extent not inconsistent therewith or if there are no specific statutory provisions, in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. (n) Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank that is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. (o) A mortgage pass- through security, collateralized mortgage obligation, mortgage- backed or other pay - through bond, equipment lease- backed certificate, consumer receivable pass- through certificate, or consumer receivable- backed bond of a maximum of five years' maturity. Securities eligible for investment under this subdivision shall be issued by an issuer having an "A" or higher rating for the issuer's debt as provided by an NRSRO and rated in a rating category of "AK or its equivalent or better by an NRSRO. Purchase of securities authorized by this subdivision shall not exceed 20 percent of the agency's surplus moneys that may be invested pursuant to this section. (p) Shares of beneficial interest issued by a joint powers authority organized pursuant to Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (q), inclusive. Each share shall represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing the shares shall have retained an investment adviser that meets all of the following criteria: 55C -34 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 25 (1) The adviser is registered or exempt from registration with the Securities and Exchange Commission (2) The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q), inclusive. (3) The adviser has assets under management in excess of five hundred million dollars ($500,000,000). (q) United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter - American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated "AK or better by an NRSRO and shall not exceed 30 percent of the agency's moneys that may be invested pursuant to this section. (Amended by Stats. 2014, Ch, 59, Sec. 1. Effective January 1, 2015) GOVERNMENT CODE SECTION 53601.1. The authority of a local agency to invest funds pursuant to Section 53601 includes, in addition thereto, authority to invest in financial futures or financial option contracts in any of the investment categories enumerated in that section. (Added by Stats. 1983, Ch. 534, Sec. 3.) 55C -35 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 26 GOVERNMENT CODE SECTION 53601.6. (a) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in inverse floaters, range notes, or mortgage- derived, interest -only strips. (b) A local agency shall not invest any funds pursuant to this article or pursuant to Article 2 (commencing with Section 53630) in any security that could result in zero interest accrual if held to maturity. However, a local agency may hold prohibited instruments until their maturity dates. The limitation in this subdivision shall not apply to local agency investments in shares of beneficial interest issued by diversified management companies registered under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a -1 et seq.) that are authorized for investment pursuant to subdivision (1) of Section 53601. (Amended by Stats. 2009, Ch. 332, Sec. 68.1. Effective January 1, 2010.) GOVERNMENT CODE SECTION 53638. (a) The deposit shall not exceed the shareholder's equity of any depository bank. For the purposes of this subdivision, shareholder's equity shall be determined in accordance with Section 463 of the Financial Code, but shall be deemed to include capital notes and debentures. (b) The deposit shall not exceed the total of the net worth of any depository savings association or federal association, except that deposits not exceeding a total of five hundred thousand dollars ($500,000) may be made to a savings association or federal association without regard to the net worth of that depository, if such deposits are insured or secured as required by law. (c) The deposit to the share accounts of any regularly chartered credit union shall not exceed the total of the unimpaired capital and surplus of the credit union, as defined by rule of the Commissioner of Financial Institutions, except that the deposit to any credit union share account in an amount not exceeding five hundred thousand dollars ($500,000) may be made if the share accounts of that credit union are insured or guaranteed pursuant to Section 14858 of the Financial Code or are secured as required by law. (d) The deposit in investment certificates of a federally insured industrial loan company shall not exceed the total of the unimpaired capital and surplus of the insured industrial loan company. (Amended by Stats. 2015, Ch. 190, Sec. 64. Effective January 1, 2016.) 55C -36 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 27 GOVERNMENT CODE SECTION 53646. (a) (1) In the case of county government, the treasurer may annually render to the board of supervisors and any oversight committee a statement of investment policy, which the board shall review and approve at a public meeting. Any change in the policy shall also be reviewed and approved by the board at a public meeting. (2) In the case of any other local agency, the treasurer or chief fiscal officer of the local agency may annually render to the legislative body of that local agency and any oversight committee of that local agency a statement of investment policy, which the legislative body of the local agency shall consider at a public meeting. Any change in the policy shall also be considered by the legislative body of the local agency at a public meeting. (b) (1) The treasurer or chief fiscal officer may render a quarterly report to the chief executive officer, the internal auditor, and the legislative body of the local agency. The quarterly report shall be so submitted within 30 days following the end of the quarter covered by the report. Except as provided in subdivisions (e) and (f), this report shall include the type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and moneys held by the local agency, and shall additionally include a description of any of the local agency's funds, investments, or programs, that are under the management of contracted parties, including lending programs. With respect to all securities held by the local agency, and under management of any outside party that is not also a local agency or the State of California Local Agency Investment Fund, the report shall also include a current market value as of the date of the report, and shall include the source of this same valuation. (2) The quarterly report shall state compliance of the portfolio to the statement of investment policy, or manner in which the portfolio is not in compliance. (3) The quarterly report shall include a statement denoting the ability of the local agency to meet its pool's expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may, not be available. (4) In the quarterly report, a subsidiary ledger of investments may be used in accordance with accepted accounting practices. (c) Pursuant to subdivision (b), the treasurer or chief fiscal officer shall report whatever additional information or data may be required by the legislative body of the local agency. (d) The legislative body of a local agency may elect to require the report specified in subdivision (b) to be made on a monthly basis instead of quarterly. (e) For local agency investments that have been placed in the Local Agency Investment Fund, created by Section 16429.1, in National Credit Union Share Insurance Fund - insured accounts in a credit union, in accounts insured or guaranteed pursuant to Section 14858 of the Financial Code, or in Federal Deposit Insurance Corporation- insured accounts in a bank or savings and loan association, in a county investment pool, or any combination of these, the treasurer or chief fiscal officer may supply to the governing body, chief executive officer, and the auditor of the local agency the most recent statement or statements received by the local agency from these institutions in lieu of the information required by paragraph (1) of subdivision (b) regarding investments in these institutions. 55C -37 CITY OF SANTA ANA STATEMENT OF INVESTMENT POLICY JULY 1, 2016 — JUNE 30, 2017 Page 28 (f) The treasurer or chief fiscal officer shall not be required to render a quarterly report, as required by subdivision (b), to a legislative body or any oversight committee of a school district or county office of education for securities, investments, or moneys held by the school district or county office of education in individual accounts that are less than twenty -five thousand dollars ($25,000). (g) In recognition of the state and local interests served by the actions made optional in subdivisions (a) and (b), the Legislature encourages the local agency officials to continue taking the actions formerly mandated by this section. However, nothing in this subdivision may be construed to impose any liability on a local agency that does not continue to take the formerly mandated action. (Amended by Stats. 2009, Ch. 332, Sec. 68.5. Effective January 1, 2010.) 55C -38 FIGURE 1 ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT CODE (AS OF JANUARY 1, 2016) A APPLICABLE TO ALL LOCAL AGENCIES See "Table of Notes for Figure 1" on the next page for footnotes related to this figure. Local Agency Bonds 5 years None None U.S. Treasury Obligations 5 years None None State Obligations — CA And Others 5 years None None CA Local Agency Obligations 5 years None None U.S Agency Obligations 5 years None None Bankers' Acceptances 180 days 40 %E None Highest letter and number Commercial Paper — Pooled Funds 270 days 40% of the agency's money c rating by an NRSRO H Commercial Paper— Non - Pooled Highest letter and number Funds F 270 days 25% of the agency's money c rating by an NRSRO H Negotiable Certificates of Deposit 5 years 30% 1 None Non - negotiable Certificates of Deposit 5 years None None 30% K (inclusive of placement service Placement Service Deposits 5 years CDs) None 30% K Placement Service Certificates of (combined with placement Deposit 5 years service deposits) None Repurchase Agreements 1 year None None Reverse Repurchase Agreements and 20% of the base value of the Securities Lending Agreements 92 days L portfolio None M Medium -Term Notes N 5 years 30% "A" Rating Mutual Funds And Money Market Mutual Funds N/A 20%0 Multiple P' o Collateralized Bank Deposits 5 years None None Mortgage Pass – Through Securities 5 years 20% "AA" Rating Category R County Pooled Investment Funds N/A None None Joint Powers Authority Pool N/A None Multiple s Local Agency Investment Fund (LAIF) N/A None None Voluntary Investment Program Fund N/A None None Supranational Obligations u 5 years 30% "AA" Rating L LOCAL AGENCY INVESTMENT GUIDELINES 55C -39 ^ Sources: Sections 16340, 16429.1, 53601, 53601.8, 53635, 53635.2, 53635.8, and 53638. e Municipal Utilities Districts have the author- ity under the Public Utilities Code Section 12871 to invest in certain securities not ad- dressedhere. Section 53601 provides that the maximum term of any investment authorized under this section, unless otherwise stated, is five years. However, the legislative body may grant express authority to make investments either specifically or as a part of an invest- ment program approved by the legislative body that exceeds this five year maturity limit. Such approval must be issued no less than three months prior to the purchase of any se- curity exceeding the five -year maturity limit. ° Percentages apply to all portfolio Invest- ments regardless of source of funds. For instance, cash from a reverse is or- chase agreement would be subject to the restrictions. ` No more than 30 percent of the agency's money may be in bankers' acceptances of any one commercial bank. "Select Agencies" are defined as a "city, a district, or otherlocal agency that doles) not pool money in deposits or Investment with other local agencies, other than local agen- cies that have the same governing body." Local agencies, other than counties are city and county, may purchase no more than 10 percent of the outstanding commercial pa- per of any single issuer. Issuing corporation must be organized and operating within the U.S., have assets in ex- cess of $500 million, and debt other than commercial paper must be rated "A" or the issuing corporation must be organized within the U.S. as a special purpose corporation, trust, or LLC, has program wide credit en- hancements, and has commercial paper that is rated'A - i "or higher, or the equivalent, by a nationally recognized rating agency. "Other Agencies" are counties, a city and county, or other local agency "that pools money in deposits or investments with other local agencies, replacing local agencies that have the same governing body." Local agencies that pool exclusively with other lo- cal agencies that have the same governing body must adhere to the limits set for "Se- lect Agencies," above, ' No more than 30 percent of the agency's money may be in negotiable certificates of deposit that are authorized under Section 53601(1). " No more than 30 percent of the agency's moneymaybe invested in deposits, including certificates of deposit, through a placement service (excludes negotiable certificates o/ deposit authorized under Section 53601(1)). Reverse repurchase agreements or secud- ties lending agreements may exceed the 92 -day term it the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period be- tween the sale of a security using a reverse repurchase agreement or securities lending agreement and the final maturity dates of the same security. Reverse repurchase agreements must be made with primary dealers of the Federal Re- serve Bank of New York or with a nationally or state chartered bank that has a significant relationship with the local agency. The local agency must have held the securities used for the agreements for at least 30 days. " "Medium -term notes" are defined in Section 53601 as "all corporate and depository in- stitution debt securities with a maximum re- maining maturity of five years or less, issued by corporations organized and operating within the United States or by depository in- stitutions licensed by the United States or any state and operating within the United States" ° No more than 10 percent Invested in any one mutual fund. ° A mutual fund must receive the highest rank- ing by not less than two nationally recog- nized rating agencies or the fund must retain an investment advisor who is registered with the SEC (or exempt from registration), has as- sets under management in excess of $500 million, and has at least five years experience investing in instruments authorized by Sec- tions 53601 and 53635. ° A money market mutual fund must receive the highest ranking by not less than two nationally recognized statistical rating or- ganizations or retain an investment advisor registered with the SEC or exempt from registration and who has not less than five years experience investing in money market instruments with assets under management in excess of $500 million. a Issuer must be rated "A" or higher as provid- ed bya nation,ally recognized rating agency. s A joint powers authority pool must retain an investment advisor who is registered with the SEC (or exempt from registration), has as- sets under management in excess of $500 million, and has at least five years experience investing in instruments authorized by Sec- tion 53601, subdivisions (a) to (o). ' Local entitles can deposit between $200 million and $10 billion into the Voluntary Investment Program Fund, upon approval by their governing bodies. Deposits in the fund will be invested in the Pooled Money Investment Account. ° Only those obligations issued or uncondition- ally guaranteed by the International Bank for Reconstruction and Development USED), International Finance Corporation fIFC), and Inter- American Development Bank (IADB). LOCAL AGE55lCE4aT GUIDELINES ii. Also, while not expressly prohibited by State law, unregistered securities, such as Rule 144A securities, may not be purchased by local agencies because local agen- cies do not meet the Securities and Exchange Commission definition of Qualified Institutional Buyers (QIB). iii. LOCAL AGEN661ST*IT GUIDELINES 55C -42 City of Santa Ana ;. Administrative mow. Policies and Procedures City Manager's Authorization Subject Date Municipal Securities Disclosure Policy & Procedures June 21, 2016 PURPOSE The purpose of this Municipal Securities Disclosure Policy ( "Policy ") is to memorialize and communicate the policies and procedures in connection with both the initial and annual continuing disclosure undertakings for municipal securities issued by the City of Santa Ana, California (the "City "), the Santa Ana Public Financing Authority, the Successor Agency to the Santa Ana Redevelopment Agency and certain community facility districts and assessment districts (collectively, the "Santa Ana Issuers "). Adherence to the Policy will ensure compliance with federal securities laws, promote best practices, and enhance the City's internal controls and control environment. In addition, the Policy will also establish a Continuing Disclosure Committee which will have general oversight of the disclosure process. This Policy is subject to recommendations for improvements during the annual disclosure process. As such, the Executive Director of Finance & Management Services Agency ( "Finance ") is authorized and has the responsibility to update, modify, and /or make recommended changes when appropriate. BACKGROUND The Santa Ana Issuers have issued and expect that they will in the future issue bonds, certificates of participation, notes or other obligations (collectively, "Obligations ") which are offered to the investing public. Issuers of publicly offered municipal securities are required under most circumstances to provide certain financial and operating information on an annual basis to the Municipal Securities Rulemaking Board (MSRB) utilizing the database Electronic Municipal Market Access system (EMMA) to assist the underwriter of such municipal securities in complying with Rule 15c2- 12(b)(5) promulgated under the Securities and Exchange Act of 1934 (the "Rule "). The Santa Ana Issuers have covenanted or will covenant to assist such underwriters in complying with the Rule through the execution and delivery of continuing disclosure agreements or certificates (each, a "Continuing Disclosure Undertaking ") applicable to each issue of Obligations. The Santa Ana Issuers must comply with any required filings in a timely manner in accordance with its respective offering documents for the Obligations. This Policy and the associated procedures are intended to ensure that all filings required under the Rule are made timely and all requirements set forth in the Continuing Disclosure Undertakings are met. The Rule requires that an underwriter, prior to purchasing or selling an issue of municipal securities in connection with a covered offering, determine that the issuer, and any other "Obligated Person" (as defined in the Rule) for whom financial or operating data is presented in the official statement, has undertaken in writing to provide the following information to the MSRB using EMMA: • By a specified date, annual financial and operating information for each Obligated Person for whom financial information or operating data is presented in the official statement (an "Annual Information Filing "); EXHIBIT 4 55C -43 Municipal Securities Disclosure Policy & Procedures Page 2 June 21, 2016 • By a specified date, if available, audited annual financial statements for each Obligated Person ( "Audited Financial Statements" and together with the Annual Information Filing, the "Annual Report ") and, if not available by the date required, unaudited financial statements with Audited Financial Statements; • In a timely manner within 10 business days of occurrence, notice of the occurrence of one or more of the listed events described in the Rule (a "Rule 15c2 -12 Event Notice "); and • In a timely manner, notice of a failure of any Obligated Person required to make the Annual Information Filing and /or file the Audited Financial Statements on or before the date(s) specified in the Continuing Disclosure Undertaking ( "Notice of Failure "). DISCLOSURE COMMITTEE The Disclosure Committee ( "Committee ") shall be responsible for the general oversight of the disclosure process, which includes: A. Initial Offering Disclosure • Participating in due diligence activities • Reviewing each disclosure document • Identifying subject matter reviewers ( "Subject Matter Reviewers ") • Approving draft preliminary official statement before it is submitted to the City Council or such other legislative body of the respective Santa Ana Issuer B. Continuing Disclosure • Periodically reviewing the Policy • Periodically reviewing compliance difficulties and recommending changes • Waiving procedures when appropriate The composition of the Committee shall include, but not limited to the following: • Executive Director of Finance • Assistant Director of Finance • Supervising Accountant • Disclosure Coordinator • Representative from the City Attorney's Office (CAO) 55C -44 Municipal Securities Disclosure Policy & Procedures Page 3 June 21, 2016 The Disclosure Coordinator shall be appointed by the Executive Director of Finance. The duties of the Disclosure Coordinator include: • Prepare, file and document the annual filings required by the Continuing Disclosure Undertakings • Oversee the drafting of the annual filings and other event notices required by the Continuing Disclosure Undertakings • Coordinate the process of preparing the initial offering documents • Ensure compliance with the Policy • Maintain a compliance file; and • Develop a training process. GENERAL PRINCIPLES In accordance with this Policy, any member of the Committee may raise potential disclosure concerns or issues at any time during the disclosure process (the "Process "). The Process is designed to facilitate the review of all disclosure and offering documents, including but not limited to, Continuing Disclosure Undertakings, Annual Information Filings, Audited Financial Statements, Rule 15c2 -12 Event Notices, Notices of Failure, official statements, preliminary official statements, fiscal agent agreements, trust agreements, and bond indentures for revisions, clarifications and /or improvements. Any other disclosure or offering documents that are not specifically listed shall be reviewed and verified during the Process. PREPARATION OF OFFERING DOCUMENTS The Committee and /or the Disclosure Coordinator shall manage the process of reviewing and commenting on the preliminary official statement (the "Preliminary Official Statement') and will send comments to the assigned disclosure counsel for each particular transaction. The drafts of the Preliminary Official Statement shall be reviewed by the Committee, Subject Matter Reviewers, financial advisor, bond counsel, disclosure counsel and other assigned parties. The final draft of the Preliminary Official Statement shall be reviewed by the Executive Director of Finance and /or his /her designee and /or the Assistant Director of Finance and /or his /her designee prior to approval by the City Council, or such other legislative body of the respective Santa Ana Issuer. The Preliminary Official Statement and financing documents must be approved as discussion items on the agenda and may not be placed on the consent calendar. The Preliminary Official Statement and the final official statement will not be finalized nor posted until all of the parties have signed -off. PREPARATION & DOCUMENTATION OF ANNUAL REPORTS The Disclosure Coordinator shall establish a disclosure calendar outlining the annual submission dates for the Annual Report required pursuant to each Continuing Disclosure Undertaking. Approximately 90 days before the submission date for each required filing established under such Continuing Disclosure Undertaking, the Disclosure Coordinator shall initiate the process of preparing the financial and operating information required to be submitted thereunder and shall assemble the information available at that time and determine the scope of additional information to be required. The Disclosure Coordinator shall also contact the third - party, engaged to complete the required filing, to establish a schedule for completion and submission of the Annual Report. 55C -45 Municipal Securities Disclosure Policy & Procedures Page 4 June 21. 2016 Not less than 30 days before the submission date, the Disclosure Coordinator, in coordination with the Subject Matter Reviewers, shall prepare a draft submission of financial and operating information required to be included in the Annual Information Filing, highlighting any information still unavailable. Additionally, the draft of the Annual Information Filing and Audited Financial Statements shall be submitted to CAO for review. ANNUAL REPORT FILING PROCESS The Disclosure Coordinator along with the Subject Matter Reviewers shall evaluate all the components of the Annual Reports and make the appropriate updates. Following the updating of the Annual Reports, the Committee shall review the drafts of the Annual Reports. The Disclosure Coordinator shall make any changes recommended by the Committee and resubmit the Annual Reports to the Committee. Subsequent to the final approval by the Committee, the Disclosure Coordinator along with the Santa Ana Issuers' Dissemination Agent shall finalize the Annual Reports. The Disclosure Coordinator shall maintain and update the compliance files for each Continuing Disclosure Undertaking. On or before the submission date established under each Continuing Disclosure Undertaking, the Disclosure Coordinator or the dissemination agent, if applicable, shall file the Annual Report. If the Audited Financial Statements are not available, unaudited financial information shall be filed with the MSRB using EMMA and the Audited Financial Statements shall be filed within 10 business days of their receipt and acceptance. LISTED EVENTS The Rule also requires filing of a Rule 15c2 -12 Event Notice upon the occurrence of certain listed events described in the Continuing Disclosure Undertakings including rating changes. The Committee shall provide a Rule 15c2 -12 Event Notice to the MSRB using EMMA within 10 business days of occurrence of any such listed event. The listed events most likely to occur on a regular basis relate to bond redemptions or defeasances of outstanding issues and rating changes. The Disclosure Coordinator shall, on a periodic basis, monitor all of the Santa Ana Issuers transactions which are rated or insured. REPORTING REQUIREMENTS The Committee shall identify any incidents of non - compliance and prepare a report for the City Manager, Executive Director of Finance and the CAO. Such report shall include recommendations to resolve any non - compliance with the respective Continuing Disclosure Undertaking. AUDITED FINANCIAL STATEMENTS (COMPREHENSIVE ANNUAL FINANCIAL REPORT) The Committee shall review and provide feedback in the preparation of the Management Discussion & Analysis (MD &A) and the debt - related footnotes to the Audited Financial Statements. Additionally, the Committee along with the disclosure counsel shall compare the MD &A and related footnote sections to the Annual Information Filing and any Preliminary Official Statement being prepared at the time to ensure consistency. 55C -46 Municipal Securities Disclosure Policy & Procedures Page 5 June 21, 2016 RECORDS RETENTION The Disclosure Coordinator shall maintain records with respect to the filings with the MSRB using EMMA, including, but not limited to, EMMA posting receipts showing dates and nature of contents of all filings for each issue of Obligations outstanding. TRAINING To ensure adequate resources to comply with the Continuing Disclosure Undertakings, the Disclosure Coordinator shall develop a training process aimed at providing additional assistance in preparing required information. The training process shall be conducted at least every other calendar year and shall encompass a review of the EMMA submission process and an understanding of the timing requirements necessary for full compliance with the Continuing Disclosure Undertakings. 55C -47 55C -48 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: RESOLUTION TO ESTABLISH IRREVOCABLE TRUST WITH PUBLIC, AGENCY RETIREMENT SERVICES {STRATEGIC PLAN NO. 4, 1) (SURPLUS ALLOCATION FUNDING) WE f ®� RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution to establish an Irrevocable Trust Agreement for the purpose of Pre - Funding Pension and Other Post - Employment Benefits Obligations between the City and Public Agency Retirement Services. 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Public Agency Retirement Services, for the Irrevocable Trust plan installation and administration services for the period of June 22, 2016 through June 21, 2019, for an amount of $10,000, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager and Clerk of the Council to execute Trustee Forms with US Bank / HighMark Capital Management, Inc., for the purpose of managing Plan Assets for the period of June 22, 2016 through June 21, 2019, subject to non - substantive changes approved by the City Manager and City Attorney. 4. Authorize the City to transfer $500,000 from the City's Surplus Allocation fund to the Public Agency Retirement Services account for the purpose of pre- funding pension obligations. Project in accordance with the Council approved Surplus Allocation Plan as of October 20, 2015. Department: Project: I Category Total Funding: Finance Pension Stability Fund City -Wide $500,000 DISCUSSION In 2012, the Government Accounting Standards Board (GASB) issued Statement No. 68, Accounting and Financial Reporting for Pensions and to be reflected in the City's Financial 55D -1 Resolution to establish an Irrevocable Trust with Public Agency Retirement Services June 21, 2016 Page 2 Statements as of June 30, 2015. Specifically, Cities are required to disclose their unfunded pension obligations for their defined benefit plans (CaIPERS) within their Balance Sheet. The City's unfunded pension obligations as of June 30, 2015 totaled approximately $417 million. However, the City's overall net position approximated a positive $800 million after implementing the unfunded pension liability as required by GASB 68. Upon approval by City Council for the City's Surplus Allocation Plan, the City elected to establish a Pension Stability Reserve (Reserve) totaling $500,000. The Reserve was established to offset and /or pre -fund the City's unfunded pension obligations. Additionally, the funds were assigned and reflected in the City's Comprehensive Annual Financial Report as of June 30, 2015. Staff has continued to research measures which would reduce the City's unfunded Pension obligations and as a result identified the establishment of an Irrevocable Trust (Trust) with a third -party (Exhibit 1 and 2). Establishment of a Trust provides the following benefits for both Pension and Other Post - Employment Obligations (OPEB): • Establishment of Plan demonstrates the City's efforts in maintaining fiscal responsibility. • Local Control over Assets — The Trust can be accessed at any time so long as it is utilized to pay the City's pension obligations. • Lower Net Pension Liability (NPL) — Contributions placed in the trust reduces the City's unfunded pension liability. Additionally, assets placed in the Trust will directly reduce the City's NPL for financial reporting purposes in accordance with GASB 68. • Pension Rate Stabilization — Assets may be transferred to the City's existing CaIPERS plan (Miscellaneous or Safety) at the City discretion, which would reduce or eliminate large fluctuations in Employer contributions to CaIPERS. • Investment Flexibility— The City maintains oversight of the investment manager (HighMark Capital Management, Inc.) and the portfolio's risk tolerance along with diversification of plan assets are in accordance with California Government Code section 53216. • Improve the City's Credit Rating — Rating agencies, such as Standard & Poor's, reflect favorably on cities that develop a strategy and establish a corresponding Trust to offset unfunded pension liabilities. On an annual basis, staff will continue to identify City funds that are eligible for transfer to Public Agency Retirement Services (PARS). Council approval will be sought for future contributions to the Trust. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). 55D -2 Resolution to establish an Irrevocable Trust with Public Agency Retirement Services June 21, 2016 Page 3 FISCAL IMPACT Pre - funding for Pension Obligations: Funds in the amount of $500,000 have been identified to be transferred to PARS and are available in the FY 2015 -16 budget in the Finance Council Special Projects account (05010018- 62303). Annual Asset Fee Payment: PARS has provided the City two options as to how the pay for the Annual Asset Fee (includes PARS administration fee and HighMark Capital Management, Inc., investment management fee): • Invoice the City directly • Automatically deduct from Plan Assets (Trust) Currently, the City has elected to invoice and pay PARS (administration and investment management fee) directly. Fees assessed and invoiced by PARS to the City are subject to amount of funds (Plan Contributions) transferred by the City for an amount of $10,000 based on the plan contribution assumptions. The fee will be budgeted and available in the Finance Management and Support Services account (01110100- 62300) as follows: Fiscal Year Amount 2016 -17 $ 3,333 2017 -18 $ 3,333 2018 -19 $ 3,334 However, in future fiscal years the City will analyze plan assets to determine if investment gains are sufficient to offset any incurred fees (Annual Asset Fee). Thus, the City would not be invoiced and the Annual Asset fee will be paid directly from Plan Assets. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency SV Exhibit 1. Resolution 2. Agreement with Public Agency Retirement Services 3. Trustee Investment Forms 55D -3 55D -4 Imf06 /2/2016 EXHIBIT 1 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ADOPTION OF THE PUBLIC AGENCIES POST - EMPLOYMENT BENEFITS TRUST ADMINISTERED BY PUBLIC AGENCY RETIREMENT SERVICES (PARS) WHEREAS, PARS has made available the PARS Public Agencies Post - Employment Benefits Trust (the "Program ") for the purpose of pre- funding pension obligations and /or other post - employment benefits ( "OPEB ") obligations; and WHEREAS, the City of Santa Ana is eligible to participate in the Program, a tax - exempt trust performing an essential governmental function within the meaning of Section 115 of the Internal Revenue Code, as amended, and the Regulations issued thereunder, and is a tax - exempt trust under the relevant statutory provisions of the State of California; and WHEREAS, the City's adoption and operation of the Program has no effect on any current or former employee's entitlement to post - employment benefits; and WHEREAS, the terms and conditions of post - employment benefit entitlement, if any, are governed by contracts separate from and independent of the Program; and WHEREAS, the City's funding of the Program does not, and is not intended to, create any new vested right to any benefit nor strengthen any existing vested right; and WHEREAS, the City reserves the right to make contributions, if any, to the Program. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council hereby adopts the PARS Public Agencies Post - Employment Benefits Trust, effective June 21, 2016. Section 2. The City Council hereby appoints the City Manager, or his or her designee, as the City's Plan Administrator for the Program. Section 3. The City's Plan Administrator is hereby authorized to execute the PARS legal and administrative documents on behalf of the City and to take whatever additional actions are necessary to maintain the City's participation in the Program and to maintain compliance of any relevant regulation issued or as may be issued; therefore, authorizing him or her to take whatever additional actions are required to administer the City's Program. Resolution No. 2016 -xxx Page 1 of 2 55D -5 Jmf 06/212016 Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 21 st day of June, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ti JW. n M. Funk Assistant City Attorney AYES Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. NUIZAR, Clerk of the Council do hereby attest to and certify the attached Resolution No 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on June 21, 2016. ME Clerk of the Council City of Santa Ana 55D -6 Resolution No. 2016 -xxx Page 2 of 2 EXHIBIT 2 AGREEMENT FOR ADMINISTRATIVE SERVICES This agreement ( "Agreement") is made this 21st day of June, 2016, between Phase II Systems, a corporation organized and existing under the laws of the State of California, doing business as Public Agency Retirement Services and PARS (hereinafter "PARS ") 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 ( "Agency "). WHEREAS, the Agency has adopted the PARS Public Agencies Post - Employment Benefits Trust for the purpose of pre - funding pension obligations and /or OPEB obligations ( "Plan"), and is desirous of retaining PARS as Trust Administrator to the Trust, to provide administrative services. NOW THEREFORE, the parties agree; 1. Services. PARS will provide the services pertaining to the Plan as described in the exhibit attached hereto as "Exhibit 1A" ( "Services ") in a timely manner, subject to the further provisions of this Agreement. 2. Fees for Services. PARS will be compensated for performance of the Services as described in the exhibit attached hereto as "Exhibit 13". The total sum to be expended under this Agreement for the period June 22, 2016 through Jame 21, 2019 is $10,000 based on Plan contribution assumptions provided by the Agency. 3. Payment Terms. Payment for the Services will be remitted directly from Plan assets unless the Agency chooses to make payment directly to PARS. In the event that the Agency chooses to make payment directly to PARS, it shall be the responsibility of the Agency to remit payment directly to PARS based upon an invoice prepared by PARS and delivered to the Agency. If payment is not received by PARS within forty -five (45) days of the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per month. If payment is not received from the Agency within sixty (60) days of the invoice delivery date, payment plus accrued interest will be remitted directly from Plan assets, unless PARS has previously received written communication disputing the subject invoice that is signed by a duly authorized representative of the Agency. 4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS' standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with a detailed description of the services, terms, and applicable rates for such services. Such services, terms, and applicable rates shall be agreed upon in writing and executed by both parties. 5. Information Furnished to PARS. PARS will provide the Services contingent upon the Agency's providing PARS the information specified in the exhibit attached hereto as "Exhibit 1C" ( "Data "). It shall be the responsibility of the Agency to certify the accuracy, content and completeness of the Data so that PARS may rely on such information without fuirther audit. It shall further be the responsibility of the Agency to Page I 55D -7 55D -8 deliver the Data to PARS in such a manner that allows for a reasonable amount of time for the Services to be performed. Unless specified in Exhibit IA, PARS shall be under no duty to question Data received from the Agency, to compute contributions made to the Plan, to determine or inquire whether contributions are adequate to meet and discharge liabilities under the Plan, or to determine or inquire whether contributions made to the Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be liable for non performance of Services to the extent such non performance is caused by or results from erroneous and /or late delivery of Data from the Agency. In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit IC, PARS reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than ninety (90) days written notice to the Agency. 6. Records. Throughout the duration of this Agreement, and for a period of five (5) years after termination of this Agreement, PARS shall provide duly authorized representatives of Agency access to all records and material relating to calculation of PARS' fees under this Agreement. Such access shall include the right to inspect, audit and reproduce such records and material and to verify reports furnished in compliance with the provisions of this Agreement. All information so obtained shall be accorded, confidential treatment as provided under applicable law. 7. Confidentiality. Without the Agency's consent, PARS shall not disclose any information relating to the Plan except to duly authorized officials of the Agency, subject to applicable law, and to parties retained by PARS to perform specific services within this Agreement. The Agency shall not disclose any information relating to the Plan to individuals not employed by the Agency without the prior written consent of PARS, except as such disclosures may be required by applicable law. 8. Independent Contractor. PARS is and at all times hereunder shall be an independent contractor. As such, neither the Agency not any of its officers, employees or agents shall have the power to control the conduct of PARS, its officers, employees or agents, except as specifically set forth and provided for herein. PARS shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 9. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of, to the extent, PARS' or Agency's, as the case may be, negligent acts, errors or omissions with respect to the performance of their respective duties hereunder. 10. Compliance with Applicable Law. The Agency shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding the administration of the Plan, PARS shall observe and comply with federal, state and local laws in effect when this Page 2 55D -9 55D -10 Agreement is executed, or which may come into effect during the term of this Agreement, regarding Plan administrative services provided under this Agreement, 11. Applicable Law, This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event any party institutes legal proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any state court of competent jurisdiction. 12, Force Majeure. When a party's nonperformance hereunder was beyond the control and not due to the fault of the party not performing, a party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by such cause, including but not limited to: any incidence of fire, flood, acts of God, acts of terrorism or war, commandeering of material, products, plants or facilities by the federal, state or local govermnent, or a material act or omission by the other party. 13. Ownership of Reports and Documents. The originals of all letters, documents, reports, and data produced for the purposes of this Agreement shall be delivered to, and become the property of the Agency. Copies may be made for PARS but shall not be furnished to others without written authorization from Agency. 14. Designees, The Plan Administrator of the Agency, or their designee, shall have the authority to act for and exercise any of the rights of the Agency as set forth in this Agreement, subsequent to and in accordance with the written authority granted by the Governing Body of the Agency, a copy of which writing shall be delivered to PARS. Any officer of PARS, or his or her designees, shall have the authority to act for and exercise any of the rights of PARS as set forth in this Agreement. 15. Notices. All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of the notices in person or by depositing the notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: (A) To PARS: PARS; 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660; Attention: President (B) To Agency: City of Santa Ana; 20 Civic Center Plaza, Santa Ana, CA 92702; Attention: City Manager Notices shall be deemed given on the date received by the addressee. 16. Term of Agreement. This Agreement shall remain in effect for the period beginning June 22, 2016 and ending June 21, 2019 ( "Term "), This Agreement may be terminated at any time by giving thirty (30) days written notice to the other party of the intent to terminate. Absent a thirty (30) day written notice to the other party of the intent to terminate, this Agreement will continue unchanged for successive twelve month periods following the Tenn. 17. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto. Page 3 55D -11 55D -12 18. Entire Agreement. This Agreement, including exhibits, contains the entire understanding of the parties with respect to the subject matter set forth in this Agreement. In the event a conflict arises between the parties with respect to any term, condition or provision of this Agreement, the rernaiiung terms, conditions and provisions shall remain in full force and legal effect. No waiver of any term or condition of this Agreement by any party shall be construed by the other as a continuing waiver of such term or condition. 19. Attorneys Fees. In the event any action is taken by a party hereto to enforce the terms of this Agreement the prevailing party herein shall be entitled to receive its reasonable attorney's fees. 20. Counterparts. This Agreement may be executed in any number of counterparts, and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. 21. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 22. Effective Date. This Agreement shall be effective on the date first above written, and also shall be the date the Agreement is executed. AGENCY: BY: David Cavazos TITLE: City Manager DATE: ATTEST: BY: Maria D. Huizar TITLE: Clerk of Council RECOMMENDED FOR APPROVAL: BY: Francisco Gutierrez TITLE: Executive Director, Finance and Management Services Agency Page 4 55D -13 N Tod Hammeras TITLE: Chief Financial Officer DATE: APPROVED AS TO FORM: BY: n vfrAL IR.1. hn M. Funk TITLE: Assistant City Attorney 55D -14 EXHIBIT 1A SERVICES PARS will provide the following services for the City of Santa Ana's Public Agencies Post - Employment Benefits Trust: 1. Plan Installation Services: (A) Meeting with appropriate Agency personnel to discuss plan provisions, implementation timelines, actuarial valuation process, funding strategies, benefit communication strategies, data reporting, and submission requirements for contributions /reimbursements /distributions; (B) Providing the necessary analysis and advisory services to finalize these elements of the Plan; (C) Providing the documentation needed to establish the Plan to be reviewed and approved by Agency legal counsel. Resulting final Plan documentation must be approved by the Agency prior to the commencement of PARS Plan Administration Services outlined in Exhibit IA, paragraph 2 below. 2. Plan Administration Services: (A) Monitoring the receipt of Plan contributions made by the Agency to the trustee of the PARS Public Agencies Post - Employment Benefits Trust ( "Trustee "), based upon information received from the Agency and the Trustee; (B) Performing periodic accounting of Plan assets, reimbursements /distributions, and investment activity, based upon information received from the Agency and /or Trustee; (C) Coordinating the processing of distribution payments pursuant to authorized direction by the Agency, and the provisions of the Plan, and, to the extent possible, based upon Agency - provided Data; (D) Coordinating actions with the Trustee as directed by the Plan Administrator within the scope this Agreement; (E) Preparing and submitting a monthly report of Plan activity to the Agency, unless directed by the Agency otherwise; (F) Preparing and submitting an annual report of Plan activity to the Agency; (G) Facilitating actuarial valuation updates and funding modifications for compliance with GASI3 45, ifprefunding OPEB obligations; (H) Coordinating periodic audits of the Trust; (I) Monitoring Plan and Trust compliance with federal and state laws. 3. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or actuarial advice. Page 5 55D -15 55D -16 EXHIBIT 1B FEES FOR SERVICES PARS will be compensated for performance of Services, as described in Exhibit 1A based upon the following schedule: (A) An annual asset fee paid by the Agency or paid from Plan Assets based on the following schedule: For Plan Assets from: Annual Rate: $0 to $10,000,000 0.25% $10,000,001 to $15,000,000 0.20% $15,000,001 to $50,000,000 0115% $50,000,001 and above 0.10% Annual rates are prorated and paid monthly. The annual asset fee shall be calculated by the following formula [Annual Rate divided by 12 (months of the year) multiplied by the Plan asset balance at the end of the month], Trustee and Investment Management Fees are not included. (B) The annual asset fee referenced above shall be paid as follows: Annual Asset Fee Payment Option (Please select one option below): ❑ Annual Asset Fee shall be paid from Plan Assets. ❑ Annual Asset Fee shall be invoiced to and paid by the Agency. Page 6 55D -17 55D -18 EXHIBIT IC DATA REQUIREMENTS PARS will provide the Services under this Agreement contingent upon receiving the following information: 1. Executed Legal Documents: (A) Certified Resolution (B) Adoption Agreement to the Public Agencies Post - Employment Benefits Tryst (C) Trustee Investment Forms 2. Contribution — completed Contribution Transmittal Form signed by the Plan Administrator (or authorized Designee) which contains the following information: (A) Agency name (B) Contribution amount (C) Contribution date (D) Contribution method (Check; ACH, Wire) 3. Distribution — completed Payment Reimbursement /Distribution Form signed by the Plan Administrator (or authorized Designee) which contains the following information: (A) Agency name (B) Payment reimbursement/distribution amount (C) Applicable statement date (D) Copy of applicable premium, claim, statement, warrant, and /or administrative expense evidencing payment (E) Signed certification of reimbursement /distribution from the Plan Administrator (or authorized Designee) 4. Other information pertinent to the Services as reasonably requested by PARS and Actuarial Provider, Page 7 55D -19 55D -20 EXHIBIT 3 ADOPTION AGREEMENT for the POST - EMPLOYMENT SECTION 115 TRUST A.I.I. Trust agreement with U.S. Bank National Association (the `Bank ") (the "Trust Agreement, "): Post - Employment Section 115 Trust, Public Agencies Post - Employment Benefits -- -Trust Agreement, effective November 5, 2014 A.1.2. OPEB Plan: Public Agencies Post - Employment Health Care Plan The plan document for the OPEB Plan is the Public Agencies Post. Employment Health Care Plan— Master Plan Document, effective as of November 5, 2014 (the "Plan Document "). A.13. Pension Plan: AAA. Pension Plan's effective date: ❑ (Check tf'applicable) Additional Pension Plans (and their respective effective dates) are listed on an exhibit attached hereto. A.2.1. Employer: Name: U.S, mail address: Phone number: EIN: Fiscal year end: A.2.2. Plan Administrator Position at Employer: Incumbent: U.S. mail address: Phone number: Email address: Page 1 of 4 55D -21 A3.1 Adoption. The Employer hereby: A.3. I. I. Adopts the Trust Agreement as part of the (Check one or both of the following boxes): ❑ OPEB Plan ❑ Pension Plan (each such plan separately, the "Plan ") and agrees to be bound by the Trust Agreement's terms, effective as of the Employer's signature date below and subject to the investment approach selected below. A.3.1.2. The following provisions apply if and only if the OPFB Plan box above is checked: (i) Adopts the Plan Document and agrees to be bound by the Plan Document's terms, effective as of the Employer's signature date below and (ii) acknowledges that the determination of Eligible Employees and Eligible Beneficiaries is finally and conclusively made by the Employer according to the Employer's applicable policies and collective bargaining agreements and without reference to the Trust Agreement. A.3.1.3.Ratifles, affirms, and approves Employer's appointment of Phase II Systems as Trust Administrator and represents and warrants that attached hereto is a fully- executed original of Employer's Agreement for Administrative Services with Phase II Systems, d /b /a Public Agency Retirement Services (PARS). A.3.1.4.Agrees that capitalized terms used herein but not defined herein shall have the same meaning attributed to them as in the Trust Agreement or Plan Document, as the case may be. A4.1. The Employer hereby represents and warrants that: AA.1.1. Authorizing haw. Employer has reviewed with its legal counsel and has determined that Employer is authorized to establish and maintain the Plan and to establish a financial - institution trust (separate and apart from the state) for the Plan, including the authority to adopt the Trust Agreement. A.4.1.2. Authorizing Resolution. Attached hereto is a certified copy of a resolution of the Employer's governing body authorizing the adoption of the Trust Agreement as part of the Plan and authorizing the appointment of the Plan Administrator designated by position of employment at the Employer to act on the Employer's behalf in all matters relating to the trust; A.4.1.3, Tax Status. The Plan is a "governmental plan' as defined in Section 414(d) of the Internal Revenue Code of 19 86, as amended; is a "Section 401(a)(24) governmental plan" as defined in Revenue Ruling 2011.1; and is not subject to Federal income taxation. The Plan's governing document expressly provides that it is irrevocably impossible for any part of the corpus or income of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of the Plan participants and their beneficiaries, The Pension Plan is a qualified plan under Code Section 401(a). (In addition, the Employer hereby acknowledges that the Plan is prohibited from assigning any part of its equity or interest in the trust.) Page 2 of 4 55D -22 A.4.2. Investment Approach, 4.2.1. The following provisions apply if and only if the OPEB Plan box above is checked; OPEB Account. OPEB Account assets are invested in the discretion of (check one and only one of the following boxes): Discretionary investment, approach: ❑ The Bank, subject to Exhibit A (Investment Strategy Selection and Disclosure Form) hereto. Directed investment approach: ❑ The Plan Administrator. The following registered investment adviser, bank (other than the Bank), or insurance company (a "Third -Party Manager "): The Employer hereby represents and warrants that attached hereto is an executed copy of the agreement with the above appointed Third Party Manager. 42.2. The following provisions apply if and only if the Pension Plan box above is checked: Pension Account. Pension Account assets are invested in the discretion of (check one and only one of the following boxes): Discretionary investment approach: ❑ The Bank, subject to Exhibit A (Investment Strategy Selection and Disclosure Form) hereto. Directed investment X. rp oach: ❑ The Plan Administrator. ❑ The following registered investment adviser, bank (other than the Bank), or insurance company (a "Third -Party Manager "): The Employer hereby represents and warrants that attached hereto is an executed copy of the agreement with the above appointed Third Parry Manager. Page 3 of 4 5501-23 EMPLOYER By: Its: Date: Accepted by: PHASE II SYSTEMS, DBA PUBLIC AGENCY RETIREMENT SERVICES (PARS) By: Its: President Date: U.S. BANK NATIONAL ASSOCIATION By: Its: Vice President and Relationship Manager Date: By: QW4 !W. L4.. Jn M. Funk, Assistant City Attorney City of Santa Ana Page 4 of 4 55D -24 W INSTITUTIONAL TRUST & CUSTODY INVESTMENT STRATEGY SELECTION AND DISCLOSURE FORM PARS SECTION 115 POST- EMPLOYMENT BENEFITS TRUST PROGRAM • This document is entered into by client and U.S. Bank National Association ( "U.S. Bank "), as trustee. • Agency: • Plan /Trust Name: • To: HighMark Capital Management, Inc. and U.S. Bank U.S. Bank has been or is hereby appointed Investment Manager of the above - referenced Plan /Trust. Please invest the assets of the above - referenced Plan /Trust for which you have been appointed Investment Manager in the (select one of the strategies listed below for each Plan funded by the Trust): ❑ OPEB ACCOUNT ❑ PENSION ACCOUNT PRIMARY GOAL STRATEGIC RANGE Provide current income with liquidity and ❑ Liquidity Management (US Treasury) ❑ Liquidity Management (US Treasury) stability of principal through investments in Money Market Fund short -term U.S. Treasury obligations. El Liquidity Management (Prime Obligation) ❑Liquidity Management (Prime Obligation) Generate current income with liquidity and stability of principal. Money Market Fund O Conservative HighMark PLUS ❑ Conservative HighMark PLUS Provide a consistent level of inilahonprotected Equity: 5-20% ❑ Conservative Index PLUS' . ❑ Conservative Index PLUS income over the long -term. Fixed Income: 60.95% Cash: 0-20% El Mode rately.Conservative H ighMark PLUS ❑ Moderately Conservative HighMark PLUS Provide current income with capital Equity: 2040% O Moderately Conservative Index PLUS ❑ Moderately Conservative Index PLUS appreciation as a secondary objective '. Fixed Income 50-80% Cash: 0-20% A Moderate HighMark PLUS ❑ Moderate HighMark. PLUS Provide cumentincome and moderate .' Equity: 40-60% . D Moderate Index PLUS ❑Moderate Index PLUS - capital appreciation Fixed Income: 40 -60% Cash: 0 -20% ❑ Balanced HighMark PLUS ❑ Balanced Hig hMark PLUS Equity: 50 -70% ❑ Balanced Index PLUS ❑ Balanced Index PLUS Provide growth of principal and income Fixed Income 30-50% Cash: 0-20% O Capital Appreciation HighMark PLUS '. ❑ Capital Appreciation HighMark PLUS Equity: 65-80% '❑ Capital Appreciation Index PLUS ❑ Capital Appreciation Index PLUS Primary goal is growth of principal Fixed Income 10 -30% - Cash: 0-20% Equity: ❑ Custom - 0 Custom Specify. Fixed Income Cash: Note. HighMark PLUSporifolios are diversified portfolios of actively managed mutual funds, Index PLLISportfolios are diversified portfolios of index -based mutual funds or exchange Traded funds, ACKNOWLEDGED. AND APPROVED Authorized Signer Title Print Name Date TO BE USED FOR REFERENCE ONLY - DO NOT COMPLETE All of IM serving you- 55D -25 (Mbnaink. 0212015 NP INSTITUTIONAL TRUST & CUSTODY DISCRETIONARY TRUSTEE FEE SCHEDULE PARS SECTION 115 POST - EMPLOYMENT BENEFITS TRUST PROGRAM This document is entered into by client and U.S. Bank National Association ( "U.S. Bank'), as trustee. ANNUAL FEES TRUST /CUSTODY FEES ■ All Plan assets -waived INVESTMENT MANAGEMENT FEES Investment Management Fees are based on the Investment Strategy you select. Following is a list of the Investment Management Fees applicable to each Investment Strategy: • Liquidity — First American U.S. Treasury Money Market– Fund level fees only (see prospectus) • Liquidity— FirstAmerican Prime Obligation Fund Class Z– Fund level fees only (see prospectus) s Diversified Portfolios (Conservative, Moderately Conservative, Moderate, Balanced, Capital Appreciation) Per Annum Charges" .35% on the first $ 5,000,0_0_0_�I .25% on the next $ 5,000,000 .20% on the next $ 5,000,000 .15% on the next $35,000,000 .10% on all over $50,000,000 j *waived for plan assets invested in First American and Nationwide /HighMark funds where HighMark Capital Management is the sub - adviser of the fund. OTHER FEES ■ First American Mutual Funds – See Prospectus PAYMENT OF FEES Market values used for fee calculations on fee invoices may differ slightly from market values on client statements due to posting of accruals, late pricing of securities and /or other timing issues. Fees are calculated and charged to the account monthly. If account cannot be charged after 30 days, fees not paid will be subject to a late charge of 1 % per month on the unpaid balance. Changes to this Fee Schedule may be made at any time by U.S. Bank upon reasonable notice. KNOWLEDGED AND APPROVED Date TO BE USED FOR REFERENCE ONLY - DO NOT COMPLETE All of CM serving you° (Mbank. 02/2015 55D -26 ' ` CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: ADOPT A RESOLUTION TO AMEND RESOLUTION NO. 2011 -080 TO AFFIRM THE APPOINTMENT OF THE EXECUTIVE DIRECTOR OF PERSONNEL SERVICES, OR HIS OR HER DESIGNEE, AS THE CITY'S PLAN ADMINISTRATOR OF THE RETIREMENT HEALTH SAVINGS PLAN AND AFFIRM THE APPOINTMENT OF THE CITY'S EXECUTIVE DIRECTOR OF FINANCE AS THE PLAN TRUSTEE, AND EXECUTE THE PARTICIPATION AGREEMENT WITH VANTAGE TRUST COMPANY, LLC. TRUSTEE OF THE VANTAGETRUST II MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST {STATEGIC PLAN NO. 7,6} CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: Elaucr.]TA4 7 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1®' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution to amend Resolution No. 2011 -080, which authorized the adoption of the ICMA -RC VantageCare Retirement Health Savings Plan Accessible to All Bargaining Units to affirm the appointment of the Executive Director of Personnel Services, or his or her designee, as the City's Retirement Health Savings ( "RHS ") Plan Administrator of the Plan, authorized to implement the RHS plan, amend the RHS plan, and to take additional action as necessary to maintain the City's participation in the RHS plan, maintain compliance with any regulations regarding the RHS plan, and to administer the RHS plan for current and retired bargaining unit members on behalf of the City. 2. Adopt a resolution to amend Resolution No. 2011 -080, to affirm the appointment of the Executive Director of Finance, or his or her designee, as the City's Plan Trustee authorized to maintain compliance with any regulations regarding the trust for the VantageCare Retirement Health Savings Plan and make changes as necessary to the RHS plan investment options available to plan participants. 55E -1 ICMA -RC RHS Plan Investment Change June 21, 2016 Page 2 3. Authorize the City Manager to approve the Participation Agreement with Vantage Trust Company, LLC, trustee of the Vantage Trust II Multiple Collective Investment Funds Trust on behalf of the City's various Retirement Health Savings Plans, subject to nonsubstantive changes approved by the City Manager and City Attorney. In November 2011, the City established a Retirement Health Savings Plan administered through ICMA -RC and made it accessible to all full -time bargaining units and officers on a voluntary basis. Under this plan, bargaining unit members are allowed to accumulate assets to pay for health insurance and out -of- pocket medical expenses at retirement. Full time members of SEIU, PMA, SAMA, CASA, EM, APPOINTED Officials and PTCS SEW elected to participate in the RHS Plan. Initially, ICMA -RC made available Vantagepoint Funds, a no -load, diversified mutual fund for public employer plan assets, including RHS Plan assets. Recently, ICMA -RC restructured its proprietary investment options to a collective investment trust ( "CIT ") -only structure and offered a new series of funds, the VantageTrust II Funds ( "VT II Funds "), for the RHS Plan. Details from ICMA -RC as to the VT II Funds are attached hereto as "Exhibit 1 ". CIT's combine the assets of multiple investors into a single fund with a specific investment strategy. The change to a CIT -only structure will deliver a simplified investment structure, improved flexibility, and more cost - efficient investment options that lower participant costs by approximately 0.08 %. Total costs paid by the plan participants amounts to approximately 0.22% of assets under management along with applicable quarterly transaction charges. Personnel and the Finance Department request that the City Council approve entering into the Participation Agreement (Exhibit "2 ") with Vantage Trust Company, LLC., the trustee of the Vantage Trust II Multiple Collective Investment Funds Trust which will replace the Vantagepoint Funds currently available to the City's RHS Plan participants with VT II Funds. It is anticipated that the change will reduce participant costs by approximately 0.08 %. It is also requested that the City Council amend Resolution No. 2011 -080, which authorized the adoption of the ICMA -RC VantageCare Retirement Health Savings Plan Accessible to All Bargaining Units (attached hereto as Exhibit "3"), to affirm the appointment of the Executive Director of Personnel Services, or his or her designee, as the City's Plan Administrator of the RHS Plan, authorized to implement the RHS plan, amend the RHS plan, and to take additional action as necessary to maintain the City's participation in the RHS plan, maintain compliance with any regulations regarding the RHS plan, and to administer the RHS plan for current and retired bargaining unit members on behalf of the City. Additionally, it is requested that the City Council amend Resolution No. 2011 -080, to affirm the appointment of the Executive Director of Finance, or his or her designee, as the City's Plan Trustee authorized to maintain compliance with any regulations regarding the trust for the VantageCare Retirement Health Savings Plan 55E -2 ICMA -RC RHS Plan Investment Change June 21, 2016 Page 3 and make changes as necessary to the RHS plan investment options available to plan participants as needed. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #6. Provide a positive workplace environment that supports the health of its employees and celebrates its success and Goals. FISCAL IMPACT There is no additional fiscal impact associated with this participation agreement. This plan will continue to be administered by ICMA -RC at no cost to the City. 4dA-K _ Edward ya Executive Director Personnel Services Agency Exhibits: 1. March 2016 Letter from ICMA -RC entitled "Changes Coming to Your VantageCare Retirement Health Savings Plan." 2. VantageTrust II Multiple Collective Investment Funds trust Participation Agreement. 3. Resolution No. 2011 -080 55E -3 55E -4 6 BUILDING PUBLIC SECTOR RETIREMENT SECURITY G2.2 March 2016 Re: Reminder — Changes Corning to Your VantageCare Retirement Health Savings Plan —Act Now If You flave Not AG eady Done So Dear RHS Plan Sponsor: Earlier this year we notified you of the opportunity to adopt a new series of Collective Investment Trust ( "CIT ") funds, the Vantagel' rust 11 Funds ( "VT II Funds "), for your VantageCare Retirement Health Savings ( "RHS ") plan. The VT IT Funds will offer significant savings to your RHS plan and participants. The V' II Funds will invest in fonds that are currently available as direct investments in your RHS plan -- The Vantagepoint Funds and a third -party cash management fund (currently the Dreyfus Cash Management Fund). We estimate that the CIT structure of the VT 11 Funds will result in an 8- basis -point savings on assets currently invested in The Vantagepoint Funds and the Dreyfus Cash Management Fund. For example, a plan with $1 million currently invested among The Vantagepoint Funds and Dreyfus Cash Management Fund would experience savings of approximately $800 each year by investing in the corresponding VT II Funds. In order for you to access the VT II Funds, you must first adopt VantageTrust II ( "VT 11 ") by simply reviewing and executing theenclosed VantageTrust IIPatticipution Agreement ( "Participation Agreement "), and returning It to us by: • mail, using the enclosed postage -paid envelope addressed to ICMA -RC, ATTN: Workflow Management Team, P.O. Box 96220, Washington, D.C. 20090 - 6220; • email to planadoptionservices n ianarc.org; or • fix to 202 - 682 -6439, ATTN: Workflow Management -Team. Your adoption of VT II will serve as instructions to ICMA -RC to transfer assets currently invested in The Vantagepoint Funds and Dreyfus Cash Management Fund to the corresponding VT 1I Funds. ICMA -RC wilt manage the transition to VF II Funds, and keep you and your participants informed of the timing of the transition. For detailed information abour VT 11 and the VT lI Funds, please refer to the documents included in the initial milling: + 1/irntrr,e7izrst7/ Declmation of Tru >t • Urruan�reCarr. Rrehement Health 5'�rvings Plan — I /irntageTrust II Investment O /icinns • /rtve3n9IClatr It4rt /ping Cfinn -t • lrnnt�rge7ivnszlll�lsclo >znreMemotnm %rrz (contimeed oil bade) Exhibit 1 ICMA RETIREMENT CORPORATION 1 777 NORTH CAPIT0L STREET, NE I WASHINGTON, DC 20002-4240 AC 02768248 TEL: 202.962.4600 1 FAX; 202- 962- 4l05�Fj{f�G00 669 7400 I WWWAMARCORG Or, you may contact your Plan Sponsor Services team at ($00) 326 -7272 to obtain additional copies of these documents. Thank you for yourconsideration. Sincerely, r� David Tanguay Senior Vice President, Client Services Enclosures Exhibit 1 55E -6 VantageTrust 11 Multiple Collective Investment Funds Trust Im This participation Agreement by and between VantageTrust Company, LLC ("Trust Company "), the trustee of the VantageTrust II Multiple Collective Investment Funds Trust (the "Trust"), and the employer executing this Participation Agreement ( "Employer) on behalf of the retirement plan(s) or retirement trust(s) Identified on the signature page and effective as of the date specified at the end of this Agreement (the "Retirement Trust"). RECITALS 1. The Trust Company maintains the Trust (including each separate Investment fund established as a "Fund ") under the Declaration of Trust dated January 1, 2015, and all other attachments thereto, as amended and In effect from time to time (the "Declaration of Trust "), as a medium for the collective investment and reinvestment of assets of certain tax - exempt, governmental pension and profit - sharing plans, and retiree welfare plans within the meaning of section 401(a)(24) of the Internal Revenue Code of 1986, as amended, and related trusts, and other eligible investors that become Participating Trusts under the Declaration of Trust (defined as "Eligible Trust" in the Declaration of Trust). 2. The Retirement Trust desires to become a Participating Trust as defined In the Declaration of Trust. DEFINITIONS 1. Unless otherwise specified herein, any capitalized word or phrase shall have the meaning as set forth In the Declaration of Trust. AGREEMENT In consideration of the foregoing and the promises set forth below, the parties agree to the following: 1. Appointment and Acceptance. The Employer hereby acknowledges that the Trust Company has appointed ICMA Retirement Corporation ( "Investment Adviser "), an investment adviser registered under the Investment Advisers Act of 1940, as an investment adviser, pursuant to the terms of the Declaration of 'Trust to provide advice and recommendations to the Trust Company in the management of the Funds. The Employer further acknowledges and accepts that the Trust Company Is a wholly owned subsidiary of Investment Adviser. 3. Adoption of Trust. The Retirement Trust's participation in each Fund will at all times be subject to the terms of the Declaration of Trust, which is hereby adopted as a part of the Retirement Trust and this Participation Agreement. The Retirement Trust's participation in each Fund will also be subject to the terms of the Declaration of Trust. 4. Acceptance of Plan. The Trust Company accepts the Retirement Trust (including each plan forming a part thereof) as a Participating Trust as of the date specified on the execution page of this Participation Agreement. S. Notice of Disqualification. In the event that the Retirement Trust ceases to be an Eligible Trust as defined in the Declaration of Trust, then, in the case of any such event, the Employer shall deliverto the Trust Company a written notice of its ceasing to be an Eligible Trust within fifteen (15) calendar days of receipt of any notice, execution of any amendment, receipt of any letter or determination of such cessation. Upon the Trust r {2016 Exhibit 2 55E -7 Company's receipt of such information, in writing or otherwise, the Retirement Trust's Units shall be redeemed in accordance with the provisions of the Declaration of Trust. WARRANTIES, REPRESENTATIONS AND COVENANTS OF EMPLOYER AND ELIGIBLE TRUST 1. Employer and Retirement Trust represent and warrant as follows. A. The Retirement Trust meets the definition of an "Eligible Trust" under the Declaration of Trust. This means the Retirement Trust is any of the following: a retirement, pension, profit - sharing, stock bonus, or other employee benefit trust that Is exempt from Federal Income taxation under Section 5O1(a) of the Code by reason of qualifying under Section 4O1(a) of the Code; or H. an eligible governmental plan trust or custodial account under Section 457(b) of the Code that is exempt under Section 457(8) of the Code; or Iii. Section 401(a)(24) governmental plans; or V. any common, collective, or commingled trust fund the assets of which consist solely of assets of eligible Investors in a group trust under Revenue Ruling 81 -100; or V. an Insurance company separate account (1) the assets of which consist solely of assets of eligible investors in a group trust under Revenue Ruling 81 -100, (11) with respect to which the insurance company maintaining the separate account has entered into a written arrangement with the Trust Company consistent with the requirements of Revenue Ruling 2011 -1, and (iii) the assets of which are insulated from the claims of the insurance company's general creditors; or V1. any other plan, trust, or other entity that Is an eligible Investor In a group trust under Revenue Ruling 81400, B. The Retirement Trust is established, maintained and administered under one or more documents that authorize part or all of the assets of the Retirement Trust to be transferred to, and commingled for Investment purposes In, a Trust that meets the requirements of Revenue Ruling 81.100; C. The Declaration of Trust (including each Fund thereunder) is adopted as part of the Retirement Trust; D. Authorization or license from any foreign, federal, state or local regulatory authority or agency required on the part of the Employer or the Retirement Trust has been obtained and any necessary filing with any of the foregoing has been duly made. 2. Employer hereby represents and acknowledges the following: A. It has the requisite authority to enter Into this Participation Agreement on behalf of the Retirement Trust, to authorize investments under the provisions of the documents of the Retirement Trust and to make, on behalf of the Retirement Trust, any and all certifications, covenants, representations or warranties set forth in this Agreement. VantageTrust 11 Participation Agreement 1/2016 Exhibit 2 55E -8 B. It has received and reviewed the Declaration of Trust, any addenda thereto, the VantageTrust it Funds Disclosure Memorandum, and any additional materials and Information it has requested describing the Trust, and its business and operation, and that in making a prudent Investment decision with respect to the contribution of assets to the Trust in exchange for Units, the Employer has relied solely upon Independent investigations made, directly or indirectly, by it. C. It has been given the opportunity to review with the Trust Company the terms and conditions of this Participation Agreement and the Declaration of Trust, and to obtain additional information to verify the accuracy of the Information contained in the aforesaid materials, and such other information as it desires to evaluate its investment in the Trust. D. 'The Units of the Fund(s) have not been registered under the Securities Act of 1933, or the applicable securities laws of any states or other jurisdictions. E. Neither the Trust nor any Fund is registered under the Investment Company Act of 1940 and investors are not entitled to the protections of that Act. F. The Units of the Fund(s) are not Insured by the Federal Deposit Insurance Corporation or any other type of deposit insurance coverage, 3. Employer agrees promptly to notify the Trust Company in the event that any of the representations set forth above or any Information provided pursuant to the provisions hereof ceases to be accurate during the term of this Participation Agreement. Until such notice is given to the Trust Company, the Trust Company may rely on the representations contained in, and all other Information provided pursuant to or as contemplated by, this Participation Agreement in connection with all matters related to the Funds and the Trust. FEES AND EXPENSES 1. Fees and expenses incurred with respect to the Trust, including compensation of the Trustee, shall be paid in accordance with the Declaration of Trust. MISCELLANEOUS 1. Construction, This Participation Agreement shall be deemed to be executed and delivered In the District of Columbia, and, except to the extent superseded by federal laws, all laws or rules of construction of the District of Columbia shall govern the rights of the parties hereto and the interpretation of provisions of this Participation Agreement. 2. Counterparts. This Participation Agreement may be executed In any number of separate counterparts, each of which shall be deemed an original, but the several counterparts shall together constitute one and the same Participation Agreement of the parties hereto. 3. Amendments, This Participation Agreement shall be automatically amended by any amendment to the Declaration of Trust, and all such amendments shall be automatically incorporated by reference herein, and any provisions of this Participation Agreement Inconsistent with the terms of such amendment shall be null and void on and after the effective date of such amendment. 4. Agreement Conflicts. In the event that any terms of this Participation Agreement conflict with or are in addition to the terms of any Administrative Services Agreement ( "ASA ") between the parties, the terms of this Participation Agreement and the Declaration of Trust shall prevail. In the event that the terms of this VantageTrust It Participation Agreement 1 /2016 Exhibit 2 55E -9 Participation Agreement conflict with the terms of the Declaration of Trust, the terms of the Declaration of Trust shall prevail, S. Prohibited Transactions. If the Trust Company determines that the Retirement Trust's involvement with certain assets, liabilities or transactions will result, or has resulted, in the Trust engaging in a transaction that Is prohibited by the Internal Revenue Code, Securities Act of 1933, Investment Company Act of 1940 or other applicable law, the Trust Company, in its sole discretion, may take action to correct such prohibited transaction, or may treat the Retirement Trust as having withdrawn from participation and shall redeem the Retirement Trust's Units, all in accordance with the Declaration of Trust. 6. Severability. Each clause or term of this participation Agreement is severable from the entire Participation Agreement, and if any clause or term is declared invalid, the remaining clauses or terms shall remain in effect. [Space Intentionally Blank] VantageTrust II Participatfon Agreement 1/2016 Exhibit 2 55E -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date specified below. VantageTrust II Multiple Collective Investment Funds Trust By: VantageTrust Company, LLC, as Trustee, By: / Angela Montez Secretary Plan /Retirement Trust: Plan /Retirement Trust Name Plan /Retirement Trust Name Bv: WE Name of Employer or Fiduciary Authorized Officer Signature Printed Name and Title Address Line 1 Address Line 2 Telephone Number 5 Exhibit 2 55E -11 ICMA -RC Plan Number ICMA -RC Plan Number Customer Number Date APPROVED AS TO FORM C�Laura A. Rossini -� . Senior Assistant City Attorney VantageTrust It Participation Agreement 1 /2016 55E -12 LAR 6/21/16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2011 -080 TO AFFIRM THE APPOINTMENT OF THE EXECUTIVE DIRECTOR OF PERSONNEL SERVICES, OR HIS OR HER DESIGNEE, AS THE CITY'S RETIREMENT HEALTH SAVINGS PLAN ADMINISTRATOR AND AFFIRM THE APPOINTMENT OF THE EXECUTIVE DIRECTOR OF FINANCE AS THE CITY'S PLAN TRUSTEE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. On November 28, 2011, the City Council adopted Resolution No. 2011- 080 adopting the ICMA -RC VantageCare Retirement Health Savings Plan ( "RHS ") accessible to all bargaining groups and authorizing the deposit of existing (at the time) medical retirement subsidy funds for participating bargaining units into the RHS trust and distributed equitably to current and retired bargaining unit members. Each bargaining unit was allowed to determine how the existing funds will be split among their membership and it was determined that any future negotiated City contributions for participating bargaining units would be deposited into the RHS trust. B. Resolution No. 2011 -080 authorized the City Manager and Executive Director of Personnel or their respective designees to execute any documents required in furtherance of the establishment of the health savings plan. C. It is now desired to amend Council Resolution No. 2011 -080, in order to effect the changes, as shown below: Section 2: The Santa Ana City Council amends Resolution No. 2011 -080 to affirm the appointment of the Executive Director of Finance, or his or her designee, as the City's Plan Trustee authorized to maintain compliance with any regulations regarding the trust for the VantageCare Retirement Health Savings Plan and make changes as necessary to the RHS plan investment options available to plan participants. Section 3: The Santa Ana City Council amends Resolution No. 2011 -080, to affirm the appointment of the Executive Director of Personnel Services, or his or her designee, as the City's Plan Administrator for the RHS Plan, authorized to implement Resolution No. 2016 XXX Page 1 of 1 55E -13 the RHS plan, amend the RHS plan, and to take additional actions as necessary to maintain the City's participation in the RHS plan, and to administer the RHS plan. Section 4. That except as amended by this Resolution, all other provisions of Resolution No. 2011 -080 shall remain in full force and effect. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 21 st day of June, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Laura A. Rossini Senior Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -_ to be the original Resolution adopted by the City Council of the City of Santa Ana on June 21, 2016. Date: Resolution No. 2016 -XXX Page 2 of 2 55E -14 Clerk of the Council City of Santa Ana REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: AMENDMENT TO RESOLUTION NUMBER 2001 -065 TO PROVIDE CONTINUATION OF ADDITIONAL PARTIALLY -PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY {STATEGIC PLAN NO. 7,6} CITY MANA R RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 et Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager to continue to provide additional partially -paid temporary military leave of absence and dependent benefits for City employees called to active duty with the armed forces. DISCUSSION On October 1, 2001, the Santa Ana City Council adopted Resolution No. 2001 -065, providing for additional partially -paid temporary military leave of absence for full -time officers or employees of the City called to active military service with the Armed Forces of the United States in connection with the then - current military crisis, and for continuation of dependent benefits. That Resolution also provided that its terms would expire unless extended by further action of the City Council. The City Council has subsequently adopted resolutions extending the termination date of Resolution No. 2001 -065. By adopting the subject Resolution, the City Council will extend the termination date to June 30, 2017, and continue to assist City employees and their families with financial hardships resulting from active duty service in connection with the continuing current military commitment. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #6 (provide a positive workplace environment that supports the health of its employees and celebrates its success and Goals). 55F -1 Amendment to Resolution Number 2001 -065 June 21, 2016 Page 2 FISCAL IMPACT' Funds will be budgeted and made available for Fiscal Year 2016 -17 in the various affected departmental salary and benefit accounts (61000 through 61180). war aya Executive Director Personnel Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: .. 6'y Franciscc* �utierrez �(/� Executive Director RAJ Finance and Management Services Agency 55F -2 LR 6.21.16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING RESOLUTION NO. 2001 -065 TO PROVIDE FOR CONTINUATION OF ADDITIONAL PARTIALLY - PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY WITH THE ARMED FORCES AND CONTINUATION OF BENEFITS FOR THEIR DEPENDENTS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 1, 2001, the City Council of the City of Santa Ana adopted Resolution No. 2001 -065 which provided for an additional partially -paid temporary military leave of absence for each full -time officer or employee of the City who had been called to active military service with the Armed Forces of the United States in connection with the then ongoing military crisis. That Resolution has been extended yearly since its initial adoption in 2001. B. The pay and benefits authorized by Resolution No. 2001 -065, as amended, will terminate unless extended by further action of the City Council or otherwise required by law. C. The City Council wishes to continue to help City employees and their families with financial hardships resulting from being called to active duty for more than thirty (30) continuous days in connection with continuing military commitments. Section 2: That Section 5 of Resolution No. 2001 -065, as amended, is further amended to read as follows: "Section 5. This Resolution, and the pay and benefits authorized herein, shall terminate and be of no further force or effect on midnight, June 30, 2017, unless extended by further action of the City Council or otherwise required by law." Section 3: That except as amended by this Resolution, all other provisions of Resolution No. 2001 -065, as amended, shall remain in full force and effect. Section 4: This Resolution shall be operative from and after July 1, 2016. 2016 -XXX Page 1 of 2 55F -3 ADOPTED this 21 s' day of June, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:Q AAYI . l�tgJal Yl� n `k� Sonia R. Carvalho AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 - to be the original resolution adopted by the City Council of the City of Santa Ana on June 21, 2016. Date: 55F -4 Clerk of the Council City of Santa Ana 2016 -XXX Page 2 of 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: PUBLIC HEARING — ORDINANCE AMENDMENT NO. 2016 -01 AND ZONING ORDINANCE AMENDMENT NO. 2016 -01 TO AMEND CHAPTERS 22 AND 41 OF THE SANTA ANA MUNICIPAL CODE TO COMPLY WITH NEW STATE LEGISLATION FOR MASSAGE ESTABLISHMENTS CITYWIDE {STRATEGIC PLAN NO. 3, 2} CITY MA ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 097001970 ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt an ordinance approving Ordinance Amendment No. 2016 -01. 2. Adopt an ordinance approving Zoning Ordinance Amendment No. 2016 -01. PLANNING COMMISSION ACTION At its regular meeting on May 23, 2016, a vote of 6:0 (Bacerra absent), the Planning Commission recommended that the City Council adopt an ordinance approving Ordinance Amendment No. 2016 -01 to revise Santa Ana Municipal Code (SAMC) Chapter 22 — Massage Establishments and adopt an ordinance approving Zoning Ordinance Amendment No. 2016 -01 to revise SAMC Chapter 41, Article XVILI (Massage). The Planning Commission made no changes to the modifications outlined in the attached staff report (Exhibit A). DISCUSSION The requested action will amend Sections 21 -1 through 22 -17 [Chapter 221 and 41 -1750 through 41 -1799 [Chapter 41, Article XVILI (Massage)] citywide to comply with new State legislation pertaining to massage establishments. Massage establishments currently require either a conditional use permit (CUP) or land use certificate (LUC) and a massage operator permit issued through the Santa Ana Police Department to operate within the city. The requested amendments will replace CUP and LUC requirements with a ministerial permit process and enforceable operating standards. If adopted, massage establishments will be required to obtain an annual massage establishment permit through the Chief of Police, a Certificate of Occupancy, and meet operating and development standards to operate within the city. 75A -1 Ordinance Amendment No. 2016 -01 & Zoning Ordinance Amendment No. 2016 -01 — Message Ordinance June 21, 2016 Page 2 SISAI9919 PLAN ALIQNMINT Approval of this item supports the City's efforts to meat 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). PI C There is no fiscal impact associated with this action. Hassan Ha hani MCP Executive Director Planning & Building Agency RS;rb R&;0portSMA rzal a.I V o a 2M-taa Exhibit; A. Planning Commission Staff Report B, Ordinance 75A -2 REQUEST FOR MAY 23, 2016 TITLE: PUBLIC HEARING — ORDINANCE AMENDMENT NO. 2016 -01 AND ZONING ORDINANCE AMENDMENT NO. 2016 -01 TO AMEND CHAPTERS 22 AND 41 OF THE SANTA ANA MUNICIPAL CODE TO COMPLY WITH NEW STATE LEGISLATION FOR MASSAGE ESTABLISHMENTS CITYWIDE (STRATEGIC PLAN NO. 3, 2) Prepared by Ricardo Soto PLANNING COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Nearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Vx24Ke Director u Planning anger RECOMMENDED ACTION Recommend that the City Council: Adopt an ordinance approving Ordinance Amendment No. 2016 -01 to revise Santa Ana Municipal Code (SAMC) Chapter 22 — Massage Establishments. 2. Adopt an ordinance approving Zoning Ordinance Amendment No. 2016 -01 to revise SAMC Chapter 4.1, Article XVII.I (Massage). Request of the Applicant The City of Santa Ana is requesting amendments to Chapter 22 and Chapter 41 of the Santa Ana Municipal Code (SAMC) to be in compliance with new State of California legislation related to the regulation of massage establishments citywide, Proiect Description The requested action will amend Sections 21 -1 through 22 -17 [Chapter 22] and 41 -1750 through 41- 1799 [Chapter 41, Article XVILI (Massage)] citywide. Massage establishments currently require either a conditional use permit (CUP) or land use certificate (LUC) and a massage operator permit issued through the Santa Ana Police Department to operate within the city. The requested amendments will replace CUP and LUC requirements with a ministerial permit process and enforceable operating standards. The requested amendments will update the Code to be in compliance with new State legislation pertaining to massage establishments. EXHIBIT A 75A -3 Ordinance Amendment No. 2016 -01 Zoning Ordinance Amendment No. 2016 -01 May 23, 2016 Page 2 :. . M On March 16, 2009, the City adopted Ordinance Amendment No. 2008 -02 and Zoning Ordinance Amendment No. 2008 -01 to amend Chapter 22 and Chapter 41 of the Municipal Code to regulate massage establishments and massage technicians in response to concerns relating to the impacts of massage establishments and the potential establishment of new locations in the city. Past amendments to Chapter 41 included requirements for a CUP for massage establishments, a LUC for ancillary massage uses, implemented separation criteria similar to adult entertainment uses, and created operational standards specific to the massage use. The amendment to Chapter 22 included requiring establishment operators to undergo a background check, obtain an annual establishment permit, and required technicians to obtain a permit (Exhibits 1 and 2). Subsequently, in September of 2009, California Senate Bill No. 731 (SB 731) became effective, which restricted local governments' ability to regulate massage establishments and massage technicians. The passage of SB 731 exempted massage technicians that possessed a massage technician certificate issued by the California Massage Therapy Council ( CAMTC), a nonprofit public benefit corporation, from regulations and permit requirements that were previously adopted by the City. The new law required that massage establishments and other professional service uses be regulated in a uniform manner, prohibiting local governments from requiring restrooms, showers, or other facilities not required of other professional services. The changes to State law preempted City regulations and made several provisions of the Code inconsistent with State law. Since that time, the City has been unable to enforce the existing massage ordinance, and establishments and technicians have been able to operate within the city without obtaining a CUP, LUC, or massage establishment permit. On January 1, 2015, California Assembly Bill No. 1147 (AS 1147) became effective, amending several sections of the Business and Professions Code and of the Government Code relating to massage establishments. By adopting AS 1147, the State Legislature returned broad control over land use in regulating massage establishments to local governments, provided only reasonable and necessary fees and regulations were enacted. It also established a new CAMTC board of directors so that it more fairly represents stakeholders; including adding representatives from the California Police Chiefs Association, an anti - human trafficking organization, and a public health official. Following the adoption of AB 1147, staff began holding interagency meetings and commenced a study of the current provisions of the Santa Ana Municipal Code to determine what changes were needed to the Code to make it consistent with State law, and to determine the best way to regulate and permit massage establishments. On April 25, 2016, staff presented the proposed amendments to Chapter 22 and Chapter 41 to the Zoning and General Plan Subcommittee, comprised of Commissioners Bacerra, McLoughlin, and Mill. The Zoning and General Plan Subcommittee did not reach a consensus. The major issues that were 75A -4 Ordinance Amendment No. 2016 -01 Zoning Ordinance Amendment No. 2016 -01 May 23, 2016 Page 3 discussed were the entitlement process, whether a CUP should be required for massage establishments, and whether the proposed ordinance places an undue strain on police department resources. Staff reevaluated the proposed regulations and held an interagency meeting. It was determined that the proposed ordinance would establish an administrative review process that limited the burden on City resources and enabled effective enforcement of the ordinance, Proiect Analvsls Following a thorough analysis of the current code requirements for massage establishments and massage technicians in the city, there are a number of code amendments and additions necessary to ensure clear, uniform, and legally consistent regulation of massage establishments. In addition to consistency with State law, the proposed changes and additions will enable the City to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on business operators while minimizing impacts on police department resources. Massage Definition The existing ordinance defines massage uses as either ancillary or primary based on whether a business offers massage as a complementary service to its other services or as an independent use, The existing ordinance establishes different development standards and permitting requirements for primary and ancillary massage uses. The proposed changes to Chapter 22 and Chapter 41 include creating a definition of a massage establishment that is consistent with State law and creates a uniform standards and permitting processes for any business offering massage as a service, which will result in certainty and equity for all applicants. The proposed changes will also include exemptions from the massage establishment permit requirements for classes of individuals engaged in duties or services already regulated and licensed by the State, such as physical therapists, acupuncturist, barbers, and manicurists. Permitting Requirements Prior to the passage of AB 1147, massage technicians and massage establishments that obtained certification through the CAMTC were exempt from any City regulations that did not overlap with State requirements. As such, massage technicians and massage establishments with certification through the CAMTC have been exempt from operating standards and have been operating within the city without a conditional use permit or land use certificate. The proposed changes to Chapter 22 and Chapter 41 will make the ordinance consistent with state law and will allow the City to regulate massage technicians and establishments that are certified through the CAMTC. 75A -5 Ordinance Amendment No. 2016 -01 Zoning Ordinance Amendment No. 2016 -01 May 23, 2016 Page 4 The existing ordinance requires establishments offering massage as a primary use to obtain a CUP and establishments offering massage as an ancillary service to obtain an L.UC. The proposed changes to Chapter 41 will allow massage uses to be permitted by right in specified commercial zones where service uses are permitted, if development and operating standards are met. Permitting massage establishments by right and implementing enforceable operational standards will meet the intent and limits set in AB 1147 that local governments provide consistent and reasonable regulations so that they both manage establishments in the best interest of the community and protect legitimate business owners and massage professionals. Further, permitting massage uses by right will regulate the use in a similar manner to other service uses within the commercial zones, such as barbers, salons, and medical offices, which have similar land use impacts. Moreover, replacing the requirements for a CUP and LUC, which are tied to the property, with ministerial permits, will allow the City to revoke the permit in an expeditious manner and stop the operation of unscrupulous operators. The proposed changes will be consistent with the broad regulating power set forth in AB1147 and comply with limits that have been established. The proposed amendments to Chapter 22 will ensure regulations and permit requirements imposed on massage establishments are consistent with State law and do not place an undue burden on police department resources. Detailed regulations regarding massage establishment permits, application requirements, and the renewal process will be included in the proposed changes to Chapter 22 (Exhibit 1). This permit, which will be administered by the police department, will require the applicant to submit several items of information including proof of identification, the names and CAMTC certificates of all technicians that will be employed, and to subject themselves to a background check, as well as other items specified in the proposed amendment to Chapter 22. The amendments to Chapter 22 were developed with representatives from the police department and focused on effective ways of preventing illicit activity while creating a business friendly environment for legitimate operators. The new permitting process will also allow the police department to revoke massage permits in cases of misconduct. A member of the General Plan and Zoning Committee felt that the community would be better served by allowing for public review of massage establishment applications through the CUP process. Staff acknowledges that the proposed changes to allow ministerial permitting of massage establishments would eliminate the ability for public input and review at a public hearing and the ability to implement site specific conditions of approval. However, staff believes that the proposed changes would be consistent with State law, implement enforceable regulations that will mitigate potential impacts, and limit the strain on police department and City resources. 75A -6 Amendment No. 2016 -01 Zoning Ordinance Amendment No. 2016 -01 May 23, 2016 Page 5 Development Standards While AB 1147 grants local governments broad land use regulating powers pertaining to massage establishments, it also imposes limits on what agencies can impose on massage professionals. The existing ordinance imposes separation criteria on massage establishments, much like adult entertainment uses. Assembly Bill No. 1147 prohibits local governments from defining or otherwise regulating massage establishments as an adult entertainment use. The proposed ordinance will treat massage uses as a service use and remove separation criteria, but will implement development standards that will mitigate any potential impacts on neighbors and discourage any illicit activity within the establishment. The new ordinance will also restrict massage establishments from operating within any zoning district except specified commercial zones and specific plans where Ordinance service uses are permitted. Moreover, the new ordinance will prohibit residing in massage establishments or operation from a residence (Exhibit 2). Operating Standards The proposed changes to Chapter 22 and Chapter 41 will require that all massage technicians have a valid massage certificate issued by the CAMTC and photo identification card issued by the City. These requirements will ensure that all technicians have appropriate education and training to provide massage services and enable the police department to identify technicians that are approved to provide services at the business. The new ordinance will also limit the hours of operation from 8:00 a.m. to 10:00 p.m., set minimum lighting standards, require the operator to obtain a permit from the chief of police, and require other pertinent operational standards. All proposed operating standards will be consistent with limits set forth in AB 1147 and enable effective enforcement by the police department and code enforcement. Public Notification The proposed amendments are citywide and the project site is not located within the boundaries of one single Neighborhood Association. However, a notice was published in the Orange County Register. At the time of this printing, no correspondence, by phone, written, or electronic, had been received from any members of the public, 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. Therefore, it can be seen with certainty that there is no possibility that the activity in question will have a significant effect on the environment. 75A -7 Ordinance Amendment No. 2016 -01 Zoning Ordinance Amendment No. 2016 -01 May 23, 2016 Page 6 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 Ordinance Amendment No. 2016 -01 and Zoning Ordinance Amendment 2016 -01. Ricardo Soto Associate Planner RS:jm RS:ReporlsV..OA 2016 -1\ZOA 2016 -1.pc Attachments: Exhibit 1 — Proposed Amendments to Chapter 22 Exhibit 2 — Proposed Amendments to Chapter 41 75A -8 Chapter 22 MASSAGE ESTABLISHMENTS Sec, 22 -1. - Definitions. Unless the particular provision or the context otherwise requires, the definitions and provisions contained in this section shall govern the construction, meaning, and application of words and phrases used in this chapter: t SL C- OA Q 4 ()— Massage tech �y person vuha #or ara� ioraa of sensideraiiea whatsoever -gives er admix' etAe�per�rt�w�sae�e asdefiaed -er- baths as- tt�e- priacipat #unc#ion, {€} — E�r+pieyee +asl odes even ewner parts° operator, manager, S pewaser and worker- whether- paid er rat wbe ,e^ e��ervess e aver s eNieru +se empleyed in the -op trienn -o#- -a �+aassage- estabNst�nea# �- �efi- p�wposes- ef- th+s- ohr�pte� -t;;o- ter, ;,- ea+pteyee- shalt - also- +nslade massage�echnisiaas -who - provide -+ Message- servviePs- as- independenEsentrae�sr ;;- te- a- rsassege establish ent. or h're and . is iss p�eS- Sentr- Bi- h6HrS- t3f- oper2t10R- GFe2te- p6NGy- �1F- YNI °�^�- p�rm�`,�^52 awner-. {h j— �5eated]- stiair- massage -is- where- a- patrert- reeaiues -a- massage- w+�ile- ful4�j- slat #ed- ici- a- yubl }s-or sem ip+biis area- Thearsas-naassaged -ara- the -hhe 1q. back andlur arms-an4y-. EXHIBIT 1 Page 1 75A -9 independent contractors to a massago establishment. (e) "Massage certificate" means a certificate issued by the CAMiC pursuant to Section 4604 of the Business and Professions Code fChapter 10.5 commencing with section 4600, as amended). contractor. Sec. 22 -2. - Massage establishment permit required, (a) It shall be unlawful for any person, association, partnership or corporation to engage in, conduct or carry on, in or upon any premises within the city, the business of a massage establishment without a permit issued pursuant to the provisions of this chapter for each and every such massage establishment. (b) Any healing arts professional or other state licensed practitioner listed In section 2-2-6 22 -5 of this chapter who employs, or contracts with, more than two (2) massage technicians must obtain a massage establishment permit. Sec. 22.2.1. - Massage establishment permit term. (a) Permits for massage establishments shall be for a period of one (1) year, unless sooner revoked as set forth in this chapter. Page 2 75A -10 (b) No permit granted herein shall confer any vested right to any person or business for more than the limit period. All massage establishments eperaters and technieaas subject to this chapter, shall comply with the provisions of this chapter and as may be amended hereafter. Sec. 22 -3. - Massage establishment permit application. (a) Any person, corporation or partnership desiring to obtain a permit to operate a massage establishment shall make application to the chief of police or his /her designated representative. Prior to submitting such application a nonrefundable fee as established by resolution of the city council shall be paid to the department of finance to defray, in part, the cast of administering tho requirements of investi tton- and raper# -- required -icy this chapter. The department of finance shall issue a receipt showing that such permit application fee has been paid. The receipt, or a copy thereof, shall be supplied to the chief of police at the time such application is submitted. (b) The application for permit does not authorize conducting a massage establishment business until such permit has been granted. (c) Each applicant shall be the owner of the massage establishment and for a +Massage estabishmPnt parent shall furnish the following information: (1) The full true name and any other names used by the applicant. (2) The present address and telephone number of the applicant. (3) The previous addresses of applicant, IF any, for a period of five (5) years immediately prior to the date of the application and the dates of residence at each. (4) Acceptable written proof that the applicant is at least eighteen (18) years of age. (5) The applicant's height, weight, color of eyes and hair, and date of birth. (6) Two (2) photographs of the applicant at least two (2) inches by two (2) Inches taken within the last thirty (30) days. (7) Business, occupation or employment history of the applicant for the five (5) years immediately preceding the date of application. (8) The business license history of the applicant and whether such applicant, in previously operating In this or any other city, state or territory under license, has had such license revoked or suspended, the reason therefore, and the business activity or occupation subsequent to such action of suspension or revocation. (g) All convictions, including ordinance violations, exclusive of traffic violations, stating the dates and places of any such convictions. (10) If the applicant is a corporation, the name of the corporation shall be set forth exactly as shown In Its articles of Incorporation or charter, together with the state and date of Incorporation, and the names and addresses of each of its current officers and directors, and each stockholder holding more than five (5) percent of the stock in the corporation. If the applicant is a partnership, the applicant shall set forth the name, residence address and dates of birth of each of the partners, Including limited partners. If the applicant is a limited partnership, it shall furnish a copy of its certificate of limited partnership as filed with the county clerk. If one (1) or more of the partners is a corporation, the provisions of this subsection pertaining to corporations shall apply. The applicant corporation or partnership shall designate one (1) of its officers or general partners to act as its responsible managing officer. The responsible managing officer may complete and sign all applications on behalf of the corporate officers and partners. Such Page 3 75A -11 designated persons shall complete and sign all application forms required of an individual applicant under this chapter, but only one (1) application fee shall be charged. (11) The name and address of the owner and lessor of the real property upon which the business is to be conducted, and a notarized copy of the lease or rental agreement, including any addendums to the agreement. (12) Such other identification and information irrsluding- writ# en - waiver-*- -pursuant4o4he- €dusatien Code, as the police department may require in order to discover the truth of the matters hereinbefore specified as required to be set forth in the application. (13) Proof of submission to the California Department of Justice a complete set of the applicant's fingerprints taken by a police department or California Department of Justice approved contractor. The applicant shall be responsible for payment of any fingerprinting fee. (14) A site plan depicting the building and /or unit proposed for the massage establishment and a dimensional interior floor plan depicting how the massage establishment will comply with all applicable requirements of this chapter. (15) The complete name, date of birth, phone number and residence address of the proposed on- site manager who will be principally In charge of the operation of the establishment, and any other information as requested by the massage establishment application, A manager must possess the same qualifications as an owner. (16) A statement in writing, and dated, by the applicant that he or she certifies under penalty of perjury that all information contained in the application is true and correct. (d) The applicant, if an individual, or designated responsible managing officer, if a partnership or corporation, shall personally appear at the police department of the city and produce proof that the required application fee has been paid and shall present the application containing the aforementioned and described information. (e) The chief of police shall have thirty -� forty -five (45) calendar days in which to investigate the application and background of the applicant. The department of building safety arid- housi�fire depar4rrteat and t+�ea tge Ceunty Ffeattia- Bepartment shall inspect the premises proposed to be devoted to the massage establishment and shall make separate recommendations to the chief of police or designee concerning compliance with the foregoing provisions. Tlae preprieior of such Inspection, (f) The chief of police or designee, after receiving the application and aforementioned recommendations, shall grant the permit if he finds: (1) The required fee has been paid. (2) The application conforms in all respects to the provisions of this chapter, (3) The applicant has not knowingly made a material misrepresentation in the application. (4) The applicant has fully cooperated in the investigation of his application. (5) The applicant if an individual, or any of the stockholders of the corporation, any officers or directors, if the applicant is a corporation, or any of the partners, including limited partners, if the applicant is a partnership, has not within five (5) years prior to the application filing date been convicted of an offense involving conduct which requires registration under California Penal Page 4 75A -12 Code Section 290, or of conduct which is a violation of the provisions of California Penal Code Sections 266h, 2661, 311.6 314, 315, 316, 618, 415 647(x), 647(b), or 647(d), or any crime involving dishonesty, fraud, deceit, or moral turpitude, or any felony offense involving the sale of a controlled substance specified in Sections 11054 through 11058 of the California Health and Safety Code. (6) The applicant has not had a massage establishment permit or massage technician permit or other similar license or permit denied or revoked for cause by this city or any other city located in or out of this state within the five (5) years prior to the date of application. (7) The massage establishment as proposed by the applicant would comply with all applicable laws including, but not limited to, health, zoning, fire and safety requirements and standards. (8) The applicant is at least eighteen (18) years of age. (g) Any person, corporation or partnership denied a permit by the chief of police or designee pursuant to these provisions may appeal pursuant to chapter 3 of this Code. (h) It shall be the responsibility of any massage establishment permit holder to notify the city within thirty (30) days of changing either his/her hIs- er—her home address.ohono number or the address of the massage establishment. Sec. 22 -3.1. - Massage establishment permit renewal. (a) Applications for the renewal of a permit shall be filed with the chief of police at least sixty (60) calendar days before the expiration of the current permit. Temporary permits will not be issued, Ally permittee allowing his/her oNaer- permit to lapse or which permit expired during a suspension shall be required to submit a new application and pay the corresponding original application fees. (b) Any person desiring to obtain a renewal of his /her respective permit shall file a written application under penalty of perjury on the required form with the chief of police who shall conduct an Investigation. The application shall be accompanied by a nonrefundable filing fee established by separate resolution of the city council to help defray the cost of the investigation required by this chapter. An applicant shall be required to update the information contained in his /her original permit application and provide any new and /or additional information as may be reasonably required by the chief of police In order to determine whether said permit should be renewed. (c) Any person desiring to obtain a renewal of his /her respective permit shall provide a valid city issued business license at the time of filing. Sec. 22-4. - Massage technician requirements permit requ€red. It shall be unlawful for any person to act as a massage technician,_practitioner, or therapist unless such person holds a valid massage certificate issued by the CAMTC pursuant to Section 4604 of the Business and Profession Code (Chapter 10.5 commencing with Section 4600 as amended) and a photo identification card prepared and issued by the city. per t ssaed by the ally - pursuant to the pr- ouislone- af- dais- shapte� !b) Any massage technician acting or operating as an independent contractor shall have and maintain a valid city issued business license aee -�'—� o",�age- tech +iisian- pera}it- applisatien Page 5 75A -13 G e G •s G 5 G 11 `5 plif L 5 G` GO C C. • C G �2)- Ae- erag+ pal- er -aert * ec Py o €� di�le er sir a#e ark serf € et# tvewssr eta e# ra��a#iaa €rain -a "raeogr+i�ed�sheal�i# -aay: {�-- �ertii€isatac�a -by- the- si# y-, a## ar-- s+ �ssassf�alty- eFi #aiairaag- i>ae- ra�isi#e- ssc�,v ;^�- �^^.:ssag.;- �;rtih�,;T +y #es#; -as es #a{aNshed- and- areued by shef of col ca -er the s #y sad as0. T- n� ^� '° sa# sa ai passage sl�atl- fie- valit#- for- erx3 -{-1}- year- #rarfl- #ho- datsaf- the -test: (4)- -the- applisaat- mt�si- g�revi sib- saFreaai-6 sa�ti#isate- issaed -by- the- Ar�aerisara -fed Crsss- er- t4ie- �+z�erisaa- kJeart Assecia#io+�- (5)- 44e- massag ela- ihe- aappl;saat- expeGt,4G-bey played- WcWdlag a letter of #riEee�te -ems p #oy-# rasa- t�ie�waer- or- or�erater- of- tJae- ax}assage- esEab4ishcr�e #, {6�- Mach- et6ier- i�ler+N#isatiea- grad- iro# or +watioa- iFlCl�+di�ig- avritle+� -- waivers- ptarsearrt- #e -ih��' ^a#+sa See;e; �s-- tt+e -- polies - dew+' �- �aY- re�ice ..io.._srder-- to- dissauer -- the-- trtk#a- of -thus �ierei+ a4�efore- sAes+#ied- asceq�+ired- ie-be- set - teal- �- io- tlaeappFisa#ior+; (8} -A-E#a , gy- the- applisar+t -k# gat- lae-- er- slae- eerNfies- i+acler-- porralty -ef (�� 7- tie�ppGcarat- lass- faurrais dioal- eer# ifica# e- ira- swapliaace- wJt#a- ttiisehapteF j-24— T- ha- -apPlisaat- -haa -- ufnished --aa aeeeptable- dip4s+r+a o sect #irate - -efi gradaat e a ke z a - 'reoogai�ed- sokreol-- er- is-aa- active- vaomber- ia- geod- staad+ag -in- the- >�aerisafl- Massageand Flier - spy- Asseeiatie+a rnn (�4-- lesstl GR Of Pasaa ge- of- tlae- regtalred- city -test: Page 6 75A -14 ( -0�— Tbe- appl+s�a#- m�sst- previda- a- valid- ackda-- saraer�E- l'.{�}�.�er�i#�cate- isssaed -by- t#ae- Auterisafl -lea Grew- er -tFae Ftmeeisa� Rssss aa#isa a - x x x x- {6�— T-he- appGsant -is-a #-leas#- eighteef}44 8)j� -.� xa . mmmmmmmumm x• - xx {b) —Are y- persea- desiring -te - obtai�a- renewal- s#- k�isH�r- respect+ ve -perm it- sba41- €ile- a- w+Nt#en- apPNeatls +t tsr�aer-- penat4Y- e #- pa9� -r'-s^ ' "� " °g�iired -# arm- writla- tkie- ck�ie#- cf-- pci }se- aniho- sfaatl- sead�- tst -a�a {c)�- massage- #esl�r+isiaa- per- mit# ee- sY��aN- a4se- k�e- r�giHred- te- s�kbm7t -avit� - b+s�r- Me�rflae�ual- app4isaEiiep t#a- tet}awir�g- cJsseareets disease; E�)— T- Ana'e- {�- seler- pie #egrapbs- of- #lae- apptisani�#- least- twaE2- }u- �staes- b�p;�- �;rskss- lakes- wi#tiitt tk}e- 12s�ik�irly -{39 }days: (3) — lhe appliGant eve�d Starrenl tiie A+riaedsa a Red Brass s�tt�e- Arxieraa;aa- Neark�sscasia{ioa: { 5}-- kias��m+ i# ed- preo#- ef- ee�npletiea- c #- aNeast- #i##eer� -(-95} beurs-0€- centir�� +ric#-edt�saiisa- saarses irr- massage- ffsr�- a- ressgaiasd- seMoal -e#- massage- or- a -E7aa li€iea- massage- assesiatiara- flrrl+we Page 7 75A -15 Sec. 22 -56. - Exemptions. The provisions of this chapter shall not apply to the following classes of individuals while engaged in the performance of the duties of their respective professions: (a) Acupuncturists, physicians, surgeons, chiropractors, osteopaths, or physical therapists who are duly licensed to practice their respective professions in the state. Practical nurses, licensed vocational nurses, or other persons without qualifications as massage technicians and - without fkst-ab£ainf4g -a- massage- tee4nici -- peen ,t - pure v asr#- t€i-tlsis- shaptef, whether employed or contracted by acupuncturists, physicians, surgeons, chiropractors or osteopaths or not, may not give massage or massage procedures. (b) Hospitals, nursing homes, sanatoriums, or other health care facilities duly licensed by the state. (c) Nurses registered under the laws of the state. (d) Barbers, cosmetologists, manicurists and estheticians who are duly licensed under the laws of the state when engaged in such practice within the scope of their license. Except that this exception applies solely for the massaging of the neck, face and/or scalp of the customer of said barber or cosmetologist or in the case of a licensed manicurist, the massaging of the forearm, hands, calves and/or feet. State licensed estheticians may provide skin care, which is limited to the face, neck, arms or upper part of the human body. (e) Accredited high schools and colleges, and coaches and trainers therein while acting within the scope of their employment. (f) Trainers of any amateur, semiprofessional or professional athlete or athletic team. (y'�An -�� ividuat- wfro- is- certified-- pursuant<��5�+�skag-- v54th- Bastian - 4,94 -ot LgFWsion -2-of- the-- �aiif ar- nia- Businests- aa+�- �fefeessians -Dade- and - wipe -is- practising so+7sistent with -- the- HErali#isatlsns- established- by- k+is -ar he�eefNf +sat+an: Sec. 22 -551 6:4. - Persons working for exempted individuals. Any person conducting massage for an exempted class individual must possess a massage teshnlsian-perm# certificate and shall comply with all massage regulations. A massage technician employed by an exempted class individual must work under the direction and control of that individual who must be physically present at the location where the massage is being administered. A massage technician cannot rent office space or workspace at an exempt individual's location. Sec. 22-5.2 44. - Evidence of exempt status. (a) Any person or business exempted from the provisions of this chapter pursuant to section 22 -5 22-6 shall file with the city a copy or provide other evidence of the certificates, permits, licenses, registration, or other approved authorizing documentation held by the persons who are providing massage services at the business, prior to commencing services within the city. (b) The city shall have the authority to make reasonable investigations into the information so provided pursuant to this section. Sec. 22.6 7. - Massage establishment facilities. Every massage establishment shall maintain facilities meeting the following requirements: (a) Sign. Establishment must comply with the city sign ordinance contained in chapter 41. Page 8 75A -16 (b) Lighting. Minimum lighting shall be provided in accordance with Article 220 of the National Electric Code, and, in addition, at least one (1) unobstructed artificial light of not less than sixty (60) watts shall be provided in each room or enclosure where massage services are performed on patrons. (c) Ventilation. Minimum ventilation shall be providers in accordance with Section 1106 of the Uniform Building Code. (d) Equipment. Adequate equipment for disinfecting and sterilizing instruments used in performing the acts of massage shall be provided. (e) Water. Hot and cold running water shall be provided at all times. (f) Linen storage. Closed cabinets shall be provided for storage of clean linens, and approved receptacles shall be provided for storage of soiled linen. (g) Separation of sexes. ff malef }d f6rrrals patrons are to be serted smt�ltaneeusfy -t -tMe massage - estabtisinn}eat -a separate +�assaage -reorn roer�s; - separate dressiag fag l #es -and (h) Facilities for employees, A minimum of one (1) separate wash basin shall be provided In each massage establishment for the use of employees of any such establishment, which basin shall provide soap or detergent and hot and cold running water at all times and shall be located within or as close as practicable to the area devoted to the performing of massage services. In addition, there shall be provided sanitary towels in permanently installed dispensers at each wash basin. (1) Compliance with Code. Proof of compliance with all applicable provisions of this Code shall be provided. Sec. 22 -7 8. - Massage facilities operation. Every person who owns, operates, manages or is employed in any massage establishment shall comply with the following operating requirements. These requirements shall be prominently and publicly displayed in a conspicuous place upon every premises operating under the provisions of this chapter: (a) No person shall be employed or permitted to act as a massage technician who is not in possession of a valid unrevohed massage teaks sarys Perna t gertifcate. (b) Bath and massage operations shall be carried on and the premises shall be open only between the hours of 8:00 a.m. to 10:00 p.m, (c) A list of services available and the cost of such services shall be posted in an open, public place on the premises, and shall be described in readily understandable language. No owner, operator, responsible managing employee, independent contractor, manager, or permittee shall permit, and no massage technician shall offer to perform any services other than those posted. (d) The Gvvnerleperatar -ef-a massage establishment shall prominently display the massage establishment permit and any and all permits massage certificates for each and every massage technician employed in the establishment in the front lobby area of the premises, for examination upon demand by any police or code enforcement officer of the city, Page 9 75A -17 (a) Each massage technician shall wear a photo identification card prepared and issued by the city while administering a massage. The identification card shall be worn on outer clothing with the photo facing out. The massage technician shall not use any name other than specified on the photo identification card while on duty. (f) Massage establishments shall at all times be equipped with an adequate supply of clean sanitary towels, coverings and linens. Clean towels, coverings and linens shall not be used on more than one (1) patron unless they have first been laundered and disinfected. Disposable towels and coverings shall riot be used on more than one (1) patron. Soiled linens and paper towels shall be deposited in approved receptacles. (g) In any establishment in which massage services are rendered only to members of the same sex at any one (1) time, such persons of the same sex shall be placed in a single separate room or the operators of the massage establishment may elect to place such persons of the same sex in separate rooms or booths having adequate ventilation to an area outside said room or booth while massage services are being performed. (h) Wet and dry heat rooms, steam or vapor rooms or cabinets, shower rooms and compartments, toilet rooms and pools shall be thoroughly cleaned and disinfected as needed, and at least once each day the premises are open, with a disinfectant approved by the health department. Bathtubs shall be thoroughly cleaned with a disinfectant approved by the health department after each use. AI4- watts; - settings- floors- and - othex-- pkiysis2t- fas�+#les- for— tkte- est2bl +skia�ent- r+rt�si- be- in -�aod repair- and naalntaiaed -in-a- clean- and- saaiiary- sandiiion. (1) Instruments utilized In performing massage shall not be used on more than one (1) patron unless they have been sterilized using approved sterilizing methods. (j) No persons shall enter, be or remain in any part of a massage establishment while in the possession of, consuming, or using any alcoholic beverage or drugs except pursuant to a prescription for such drugs. The owner, operator, responsible managing employee, manager or permittee shall not permit any such person to enter or remain upon such premises. (k) No massage establishment shall operate as a school of massage, or Use the same facilities as that of a school of massage, except as provided below. It shall be unlawful for any person to perform any massage upon a member of the general public while on the premises of a school of massage. (1) No part of the establishment shall be used for residential or sleeping purposes. Ne cooking r f -0od- pr- �paranon- shalt -be- allowed -en- the- pramices- unless -a -fait- service kttstiert- is- iastaAed�.,ush a- kitchen- shall -be- far -tkie� -sale- use -sfera ple3'..°�� ^,c�- skrall -be- installed- in- an�en+ptoyees�ly -' ar- ea— T- he- #ull- service�itsktel�shaN -havea minl�u- irw�f- a -s+nlo- and- ktet- and�Id- rur�ni+�water, -a re #r�gerator; aa- stevaand- s+�#f�.�entsabinetete- store- ceok+ng- t+teasils (m) All massage establishments shall have a manager on the premises at all times the massage establishment Is open. The designated manager must possess a valid and current CPR certificate Issued by the American Red Cross or the American Heart Association. (n) The operator, or the manager in the operator's absence, shall be responsible for ensuring compliance with this chapter and any applicable provisions of this Code. Any change in management must be reported to the police department within ten (10) days. (o) An operator and /or on -duty manager shall be responsible for the conduct of all employees, or independent contractors, while the employees are on the licensed premises. Any act of omission of any employee constituting a violation of the provisions of this chapter and any Page 10 75A -18 applicable provision of this Code shall be deemed the act of omission of the operator for the purposes of determining whether the operator's license shall be revoked, suspended or renewed. (g) 611 walls ceilings floors and other physical facilities for the establishment must be in good repair and maintained in a clean and sanitary condition Sec. 22 -5 9. - Inspections. The department of building safety and /or the police department may, from time to time housingr re aa€I -kal#h deepartrr�en #s shall from tirr�e- to -tir xo-- and aNeas# twice -eask yeamake an inspection of each massage establishment in the city for the purpose of determining that the provisions of this Code are met. Sec. 22 -918. - Sale or transfer. (a) Upon the sale or transfer of any interest in a massage establishment, the permit shall be null and void. Any person, firm or entity desiring to own or operate the massage establishment shall make a new application. A fee as established by resolution of the city council shall be payable for each such application involving sale or other transfer of any interest in an existing massage establishment. The provisions of section 22 -3 of this chapter shall apply to any person, firm, or entity applying for a massage establishment permit for premises previously used as such establishment. (b) Any such sale or transfer of any interest in an existing massage establishment or any application for an extension or expansion of the building or other place of business of the massage establishment shall require inspection and shall require compliance with section 22 -6 7 of this chapter. (c) The owner or operator of a massage establishment shall be responsible for notifying the city of any intention to rename, change management, change location, or convey the business to another person. Sec. 22 -10 44. - Change of location or name. (a) A change of location of any of the aforementioned and described premises may be approved by the chief of police and planning manager eI*plar}ner, provided a new application and fee are submitted and all ordinances and regulations of the city are compiled with and a si�arrge eaosatien fee as (b) No permittee shall operate under any name or conduct any establishment under any designation not specified in his permit. Sec. 22- 1142. - Prohibited conduct. (a) it shall be unlawful for any massage technician to perform any massage services in any commercial establishment other than a premises holding a valid massage establishment permit. (b) A massage technician shall be fully clothed at all times and shall not expose their genitals, pubic area, buttocks, or in the case of female technicians, their breasts, and such practices shall not be allowed or permitted by the massage establishment permittee or his designee designate. (c) A massage technician shall not give massages at any location other than on the premises of a massage establishment with a valid massage establishment permit; er - -a bus Hess locaton othe�tJ�aa the- one - specified -aa ihe- teefinirian's- perry +t. Page 11 75A -19 (d) A massage technician shall not give a massage unless the breasts of female patrons are covered and the genitals of all patrons are covered, and such practices shall not be allowed or permitted by the massage establishment permittee or his designee dasignate. (e) No massage, for a fee, shall be done at the residence of a massage certificate holding perrnitted massage technician or in any hotel, or motel in the city, section includes any product infused with tetrahvdrocannabinol (THC) or cannabidiol (CBD). massage. Marijuana as used in this section includes anv product Infused with tetrahvdrocannabinol (THC) or cannabidiol (CBD). (hf) it is a violation of this chapter for a permit holder to commit, and the city may deny an application for a permit or discipline a permit holder for, any of the following: (1) Unprofessional conduct, including, but not limited to, denial of licensure, revocation, suspension, restriction, or any other disciplinary action against a certificate holder by another state or territory of the United States, by any other government agency, or by another California health care professional licensing board. A certified copy of the decision, order, or judgment shall be conclusive evidence of these actions. (2) Procuring a permit by fraud, misrepresentation, or mistake. (3) Violating or attempting to violate, directly or indirectly, or assisting in or abetting the violation of, or conspiring to violate, any provision or term of this chapter or any rule or bylaw adopted by the city. (4) Conviction or plea of guilty or nolo contendere to any felony or misdemeanor or infraction that is substantially related to the qualifications or duties of a permit holder, in which event the record of the conviction or plea shall be conclusive evidence of the crime. (5) Conviction or plea of guilty or nolo contendere to any felony or misdemeanor or infraction directly related to the operation of a massage establishment. (6) Impersonating an applicant or acting as a proxy for an applicant in any examination referred to under this chapter for the issuance of a permit. (7) Impersonating a certified practitioner or therapist, or permitting or allowing an uncertified person to use a certificate - permit. (8) Committing any fraudulent, dishonest, or corrupt act that is substantially related to the qualifications or duties of a permit holder. (9) Committing any act punishable as a sexually related crime. Sec, 22 -121 -2. - Suspension or revocation. When the chief of police sih/- manager finds that any person holding a permit under the provisions of chapter 22 has violated the provisions of this chapter or is found guilty of conduct which would form the basis of denial of the license as set forth In sections 22 -2 and 22 -4, he /she may revoke or suspend the Page 12 75A -20 permit. No such revocation shall become effective until the permit holder has been notified in writing by certified mail of his /her right to appeal the revocation decision pursuant to the provisions of ar chapter 3 of this Code, if a timely appeal is filed, the revocation shall be effective only upon decision of the city council. Otherwise, the revocation shall become effective after the timely appeal period has passed. Sec. 22.1314. - Conducting as a nuisance. Any massage establishment operated, conducted or maintained contrary to the provisions of this chapter shall be and the same is hereby declared to be unlawful and a public nuisance, and the city attorney may, In addition to or in lieu of prosecuting a criminal action hereunder, commence an a civil action or actions, proceeding or proceedings for the abatement, removal or enjoinment thereof, in the manner provided by taw, and shall take such other steps and shall apply to such courts --Gr courts as may have jurisdiction to grant such relief as will abate or remove such massage establishment and restrain and enjoin any person from operating, conducting or maintaining a massage establishment contrary to the provisions of this chapter. Sec. 22 -1415. - Existing businesses. The provisions of this chapter and chanter 41 shall be applicable to all persons and businesses described herein whether the herein described activities were established before or after the effective date of this chapter. All establishments within the city that were conductinc activities reouirino nermittinn Sec. 22 -15 4& - Advertising requirement. All advertising shall include the massage establishment permit number- conditienat- use-permit au+ra3e- otand -- use- certxGsate number in any advertisement of services appearing in any printed or electronic advertising medium. The reference does not have to contain the words "massage establishment permit "= senditanal use permt or land use sert4jisate , "City of Santa Ana permit number" or similar language will suffice so long as the correct permit/eertiftcate number is included. Sec. 22 -1611. - Violation — Penalty. Any person violating this chapter shall be guilty of a misdemeanor, punishable by a fine of one thousand dollars ($1,000.00) or by imprisonment for a period riot to exceed six (6) months, or by both such fine and imprisonment. Page 13 75A -21 ARTICLE XVILI Sec. 41 -1750. - Specific purposes. (a) In addition to the general purposes listed in section 41 -1, the specific purposes of this article are to: (1) Establish a procedure which places strict limits on processing time and creates an orderly process for reviewing applications to conduct massages in the interest of public health, safety and welfare. (2) Ensure orderly and thorough city review of applications for conducting massages, including, but not limited to, massage establishment(s)_; and massage teshasan(sj and aaslfary massage (s). (3) Establish reasonable and uniform regulations that will reduce possible adverse secondary effects that businesses conducting massages may have upon the residents of the city and preserve the integrity of existing commercial areas of the city and of residential areas which are in close proximity to such commercial areas. {�4} --7^ ^.- ,�.�t °���° :ghts- son- ferred --by- the- �Jnitod- States- SansNtuHen -to- businesses- sondusting massages as a pr mawy ow ansNar u�a- manner tLiat ansuront+nued- and - orderrfy rights- io-ebjestdve- standards and- pr- ompt- ad+ �aiaistrativo- and��+disial�avle+w: {� �T" m ` "'e Fal not apply s R° � sa;tshn}ents sr bus, as s mare- sole -- prsprieter-sWPs) where -ihe- sole- preprieto�isseki# #led- pursuant- tca- Shapter --t estien- 469o; -e# Biv}slen- 2-r�f- the - Safi# ornia- Suslnes�- anst- Rro #essiens- Cods;- er-ta- massage- eskablisMrr�onts -er busn : a emp4oy or uso-only pe lens se# +fed ssauaeasing -wit# Bastian -4 69Ei -of- -p ivisiea- ;za#- k�ie- pali#eorn+a- t3usiar ss - and- P- xs#essions- Bode- ts- prauide -- massage sewises. (b) This article shall not apply to a retail or service use that is currently licensed by the State of California Board of Barbering and Cosmetology or an exempt individual as defined in section 22 -5 of this Code. Sec. 41 -1751. - Definitions. The wer�sand -phr- aces- wheaever- used�r+tFi+sartisle� schall- be- sonstrt�ed -as tlo#Inerl-ici-sesGioas-41- '�F,- ,�.1-- "r1- 1'- ,- ;, ^.F, nlessfiree- ssatexi- a- d�#f ecsFlt- rneaa4ng- is-} ntended- er- unlassa- dif#ereFlt- rfleariing is-spesifeally- defined - and - mere -parfsularay- dirested4o the u&e-Gf-�werdss eFpbraces The sus =cd in -the- present4 ;0e Rcludei#er `^` ter^nse- and - words -R4he elarnumber +allude -the- plur- al- numbeg Ses 44-1- Rea -1- -Massage EXHIBIT 2 75A -22 Page 1 s _ e s •. o a C e •a m e s sa a- e m a a e e 9�Ret- Ge56- �ie�7-0fl$��lO�n}T , �1i9�- �b�FFS- t} 9- �2- ���eR- fH- RO�eSS- �3aA- SH����- 625f- Ilis"V. %�?I9Rlii5- �- 58�9F8 sohGoh 4s asec} I to r rnessa�� e- neaR e atrer�ese v�e�vkt4le ft�lty elotl�e�4 ir�a- wEabAsa�serHi�+blis- a�e2�Fi�i- aged- are- tlae- Eiea�S� i-�sek- tjasl�a�td- artnst+r�4y: des: 4- �— A+isNI�rY-+�assaga -�+se: As ase xaia ansialar a}assage Ese'- '- af°f!p°an any estabi ea#4bat—ppFGMes- reassage seMGes as a -a -and- thak- ompleysno more -than twa (o1, r^^^sed massy siiaicians,as sE 'est e 2n„ �T Je-te } ,— �a:,,nrAn� land- ase- Fe��laiJens -as Feq ' d- btri4Fiingagency; amended). Page 2 75A -23 used in this practice. (e) "Massage certificate' means a certificate issued by the CAMTC pursuant to Section 4604 of the Business and Professions Code (Chapter 10.5 commencing with section 4600, as amended). (f) "Massage establishment" means any establishment having_a fixed place of business where any individual. firm, association, partnership, corporation or combination of individuals. angages in conducts carries on or permits to be engaged in conducted or carried on, massages baths. or health treatments involving massage or baths as regular functions. any consideration whatsoever. A massage technician may be an employee or independent contractor. Sec. 41.1792. - Permitted zones and locations. Ea ^nt ^� u ^ry x+assage t �e raay only be mated w } e� snes detailad n subsect on-(b) -of this - same -seot ion -if-- ilia- aaeilta+=,+- u�assac3e- use- is- ansllta+y -te-a- retail - er�er�tise- ase- tJ�at-- is- sur•ceatly Vtsenseci -by #k e State of Gat+fc rnia @eard -of- Bar -bar ng and Gesmetelog- y sr an exsn}pNnd yicl a as de#ined- u�- sestiott- ;?2 -8-of N-iis -Bodo- Ebb- -- Pte- ixaassa0e- estab4iskan�iei�ts- or- anoillarl+- massage- use -- may- be- tosated- vuitkaln- (lie -city tFnl ass- ft�eeis tie- foltewing zan+ngand- location- srateriaa No massage establishment maV be located within the city unless it meets the following zoning and location criteria: (1) Massage establishments may be permitted asp pr -wary rase wthin gr y cmersa4 zene J+3 tl�a ally; e tsltadrag ren�naersia4 �aae C� A as- #efieed- }a -tNa- chapter: on parcels in the C1. C1 -MC C2 C4 C5 or CSM zoning districts. U Massage establishments may be permitted on a parcel within any Specific Plan or Specific Development zoning district in which retail service uses are defined and permitted. (31 No massage establishment is permitted in anV other zoning district. massage- esiablishmeals- racy- be-- perrraitted- as- a- priraar} �- usp- �vtt #in- a+�y- prefessisnat -f � 4Mn r'b.. aan.,�„�o,ry- as- dHfiRBd- +n -th1S E;IaB {3teF (3�-- No��..��' tu�ents- raay -- lie- perrw+tted- as--a- primary -- use- wtithin -- ark- spec+fic de4elepment4n- thesliy as- de#tned4444is (4}- Ne- massage- establisiar��nts- ii��ay- be- per+n}ttedas- a- prirnay+- use - within - gay- spesiiac -pla+a - ie -tlie city unless- already - defined -grad- per+ntted,asd efi+ed- in-khis- ehaptes Page 3 75A -24 � dral-Mal 3 x' - 4aj —Aer� it- re�i�ed -- Ale- taassage- �*stabliih�egt- naay -be- operated- aF- esta4{isFiadk�- tbe- sit�yaa�E; aA- per- soc�- wis4�i�- io- oparate- er�stabtisia- a- iaaassago�ostabiisk�iaea #- wi##i+i- ttte -s+ty -must apply --Eor atad- ebtaia- a- massage- estabiishmerat- senditionat- use- peamm(t- under - dais- a#tsla: :x x ire.. n,_aysan nn �ya� ,- maS6age- u&&4arad�+Se- Gert+f {cats. 3 x "o lares t# atal Wegallyy-established- ancltary massage uses as that erm e do#u +ed+ta rtiei6 strap be deemedte- tierr�anterraieg- #sr -Nae- use- er�ses-spesi#tad� �R ^ °. +'fixate- issued -to-the -use Page 4 75A -25 See. 414q54 1753. - Permits and certificates—Contents of application. No massage establishment maybe operated or established in the city without first obtaining the following: (1) Approved certificate of ocqgpAncy. (2) A city issued business license. (3) Approved massage establishment permit issued by the chief of police as set forth in section 22-2 of this Code. the 4ilIRg-e#�- mpI,-"p4GatiGR-wlth-4he apphGat �oRAY#Ihp4h-Ay shall {a} --Land-use- Gertlftate- At th6-tJnAe-of-8ubr*#a4-fGf a-{and-u GeFgfloate for rnas.,;aga-a&-an-anG!4ary {- � ----A- fatly - dimensioned -site- plan- a�ad- fleer- {plan- w #ish- slearFy- identifies- the- aeea- t#rat- wAt-be -Filed for - massage purpo-ses; SeG�. ame DeGiSiOR404JFantGr. delay-in -r-ev4awmg-a-Gemp4ete"pp!iGation. (GY--Ne4ee-and-1h Ing, . . . . . . . . . . . ... --al IjMl P" ®r, W-1,11 10011 Iffill .100-1111111 M The Bede In reaching a 5;in on a44-application,4h"49sisio-n-ma rshall iot-be4bou4i4-by the-foFma4utas-43441deRG43. Page 5 75A-26 Ja _ 'h L L J .J C GL Gcna, 4 te- a- 4eRla4.- (f4 ----- FwaWeGisf*n:- The -- d88151 eGI6t6f1 -6!; 211- 43e-- 13 +1d- de41V8Ked- eF- Pla4le€l -tD44e appliGant- and shall oe4inal: (3g days of the request, E23-- i= iindin�s-- Tht+- desisir�n- +rxaker- shall-- ap�reve- �n--- aq�4isa4' sh+a�lE sondk4en24 ase Ger i€ swan ansi44ary massage -use lan"se- serxif sate sw jeGt -to lts sGRoAsaGe -wi4k -t4is arNs4e- wk�- �GRr+ a8len- sahRaitEed- #Y- thaa�4isawlt- suiastaRti22es die- te4lewng�lndirags: (44--- - ---P! o more than one (1) anGillaai- massage use, aand asG Gertif Gate may ha sG ^ ^ ^ ^_' r maary addrGSs S5• G5 G DD S S 4 S L S { i 1-he j3repesed -ase- wit?-- previde- arid- m2iRtaiR -wa - main[a4 -an RagtrtortecV�n saRary-sewer driRg-average-and- peak ssnd4EiaRS 2s estala?ished by tk+e G4ty's apprwad- sewer- +R, aGte=,N.. amended from ne: �4}--- T= ae- f�rGpesed- i+se- anti44- previd., ^- �.- .;�iRta+n- ss?id- was!.. e.:.;- cam, ^�- �;�., -�+ ^nd- n�ain#aicra ?eyT ^mss a+ saGGnss #en#wttaNaesiEysa}3pweved -se VAP FPd stie4and4-eGyG4Agelement: �a}-- The-- i3fepGSed- 4$13 -4 i9G2tBd-- ln- -e- s''flnlfl{j -di6t 18t--! n-- Wi+ IGil-- 2- Fp2aaaQ8-- eft2t3tlehRlBnt- 5 per- R� ;lted- paJr6klaFlt�e�Uti500tlen A�_ �6�kre- nie' if$ ag8- 65t2f1l lfShi} ent- mmGBtbt?' 19- d' istarieEGFiteraa- Gt- SH43Gervi'�TA •I - r�b)-w4r4-�4 be- nred- as- G�tk+ e- d24e- ef�he- GSnipleted- applisatiGn: l�Tkis- pr- apGSed- trse- dees-- rrst-+ RVe4ve- an- applis2r+t- +#- zrn- indiuidl�al; Gr- any- e#- ttaao#isers -ter genera?- pFtnem -s#an 2ppiloant,,- i#- a- sery�sc aiioR-- or- p2r�nershfp -6ha - have- k'i8ea- tGlinEi- [jL +i}ty er- p{ eadsd- nrsk�s�a�atanderG- wi#�iin -ttie -past fGkar- 44�- y2er &� ^�.;sdet7eanGr- er- a- felGny Glassif+ed b��.",° ��-a sax -�.° Xre;:�ted -- offense, (�— T- he- appAsa+�t�aas -nei -seta muted- false- sraaiisl ead+ ng- 4niGrmat }Gn- sn- tf- ieapp4isat +GR: Page 6 75A -27 {9 )—The app4oaat has -r et had- an- appGoa#ion -fsr -a massage as#ablisk a eaE so+,d t aaa{ r se peFmi# sNafld- t�se- ooFtdfioate- denied -eF- revoked- in- Nas- twedva{a �}n,enths- presadiag -tfte- date- af-the sranrer>t- applisallon- See ^; ? ',- �7- 4ama-- f�eried- oiva4idi#y, A+�y- w�assaga - estat?lishmsa #- wand +Eiorr�al- �r;,;t- or- ar+sil lary- r„assaya -t�se- land- r+se-- cerii#isate apprauad- par& r�ant-t e-## isartiela- sliatl- 13eseme- a�ar�d- void - unless #Me- proposed- ase- is- es #ablished- av+tta4n pfiojoet -has- bear+ - issued -and- cons tw�osEien- dilig ° "'�;�pnrsr+od; - oF--a- serf #ieaEe- ef- 000rapans� -qas -been issraed; erg- aornpleieapplica #ionfior- aa- e�r4easisn- has- bao�a- s�imitt#ed <.os- 4a- E7- � @�- �aree -- &ousca#ion, r ^'s,T P,ny- perrfri# o�ser�ifisaEe- issued- prwese�anE -to #lea- pravisiar�s of -#his ar#icle- Fray- tae- revolted -by # �61ij�- 6�5- ef- anxj- af- #�E}.tgll9WingE "tee basi „mss r se "as been sandasted n a n,aflnerr uvt oFwlola #es- the - pr'GVW9rS-Gf-41 +s article- the- peu�,i#- ttseFE;- #nits- Es- oon4orm -#e -the- plans- speeifisatiefrs- or- presedw:teas- described -ia the- applisatiea v atatos -tkFa oesa{,a t teed 4 caiY set by the f re roe steal oFw# okwio4aEes aa} sity, sta#e;- or- federal -laws: {2j Tl�o payee #!aa has is lard #o- obtal; em .tar al4 re }�i ed si# , comp”, i"a#e- Nsenses -and permits, {3} Tine -perm t or se ## sa#e s be ng -r sad is soadt sl a E+se d ##erant from -Ehat fey wi }isk -ii -was isseed: � "�- he- perrni#tae- bas- misFapr- as�ataclaE- fast--- in-- Ekae- apptisatisn- for- part�rit-- o�bas --naE answered- eaob- 4gUestien -tJoe n 4rath€uAy {- 5j-- 6'.�.° `- .s- � "t,ar?,gas- irr --on- site- sendit ieas;- tt; e- rnassage- astablfsktnaont- or- aaeillary- r�assaga -rrsa Ia&5- sru#lsie + moGyees- and tthe pNb FrNi de, rte "w dardfi saE fertp in- tfae- city's- par�t+ng wd+nanoe;- excap#- iar -an- existing- r}sa -t Mat -is- legal- and- nonsonforer+rFg -with respast- Se- pafking, { 6�-- TMe- parrxritted- buslnass- scoaEas- spend- level=.�,vbish- viola# e- tWe-- neisa�on#rsl- srdinanoe- o€ -#tra city: G hat #fie r se for wlaioh Ehe appcaval was gram #ed Lies been d ssen4naed- eeased4e- exist-Gr -ha6 been - sea spandad- for- a- continrrorrs- period- of- twe4ve- (�2-)- months -0Fmore - {b)- Pletlse- e #- I�earin" gran#erof -tqe penrs �al - publio-bearing, as- preseribed irr-thls- Soda; en4he-preposed permit- eevoeatien. fs� -uoad �enng admnstra #er ar des ti} nee snai sandNrt the reueGation hearing and -",ear # esi} rneay- ragarding- fkre- prsPesed- revesallon- from - nay- kterested- paF4y: -Tbe- hen+ ing- bed3'-�� -net ice- borand- by- Ehe- fonx�sl- rr�les- of- eWdenea -at- the - heating: {c )- Net4se -W r iten no# se of t +saying -on the prapesed perrn t or serNfisa#e- rayssallon; to t4 wri ##an- net #Jsatien- ef- Et- ie- spasi€i�groands- e�seetrtplalnt- against # he- pen,�it#ee- sbaall- be- persenally deN vexed- ensenE- b�cer#ifiad- mail- te- tLie- perrnittee -at- least- ten -(�D j- days- prloFto- the - hearing Page 7 75A -28 (a}- 9esisisn: -TVie- granter-- Fhatl- reveke- not- �evel�e- ox- n6k- r�vc�l< e- bat�dd- sen�4it +sns- ta- k#�e- percr+it#ee's massage- e,iabNSf�r+�enk- e6ndttieaal -use per- niit- sransiAaassage -us6 -land- use- serti#isats: (hj- -Appeat-of desis(ener - -saA €sr review 4 the desisisn 6n- revo6at sn is made by ktie plaan ag manager or- designee -ar}y- interested- gersen• -a nay- appeal- tk�e- decision- te-tha -pia rrn+ng- esmmiss;e F146i6ten- m2y- bfF�eW$ WJ Bd�- 7y- th8- 61ty- 66F.IflEIt- pHrfii�ank -kfl-a- bail- f9FF8YiE�i�64Nn61t— pi�rs;N3flt--k£3 SU b8e6tlAn- �l�-- �4�(G}; (�— GCres�r .�.�n Tha�:#e6t+ve- date -a# a- dee�sw ^�• °vslte -a- ,Tannage- estahl+skament- sorrdit {anal -arse perrxxFi�er�Fl a+�sAlary massage -rase 4ar�d -u -sa- cart+ fi6ate- s#aalt -be as- prrovlded-- in- sestien -4� -645: (jj— f�enewat- lw -t#�e- event- a- pertr +it- is- revetEed- pursaant -to- thin- aftl6le= ansi#el�;,a��'ge- ostabAsk�menk s6ndltia^ °,m, -;�. °^ perrnit- or- •ancillary- erassage- ti++se -tafld- use- sertifisate- skcall- nst --be- granted- ke -ihe permittee- or- an -tlie -site sf- the- perrnit- w+ klain#welve(#�.- msnths- afte�the date- o-f- susia- revaratisn Sec. 41- 975917764. - Development and operating standards. (a) The following development and operating standards shall be applied to the operation of any massage establishmenkantl aa641arysnassage us6: (1) The owner must advise the city, in writing, at the time of the application for a permit of the business hours and, thereafter, of any changes in such hours. No person shall operate a massage establishment or administer a massage in any massage establishment between the hours of 10:00 p.m. and 8 :00 a.m. A massage begun any time before 10:00 p.m., must nevertheless terminate at 10:00 p.m. All customers, patrons and visitors shall be excluded from the massage establishment during these hours and be advised of these hours. (2) All exterior signs identifying the premises as a massage establishment shall comply with the sign requirements of the city. (3) Each operator and /or on- Wy on -duty responsible employee shall display the massage establishment speratods permit in a conspicuous public place in the lobby of the massage establishment (4) The hours of operation must be posted in the front window and clearly visible from the outside. (5) The operator and/or on duty on -duty responsible employee must also post, on a dally basis in a conspicuous public place in the lobby, the name of the operator and /or on -dray on -duty responsible employee as well as all on -duty massage technicians. (6) "No loitering" signs shall be posted at the front and rear of the business. No outside waiting or seating area Is permitted in accordance with section 502 of the Penal Code. (7)- Ne- person all be perrn tted to eensume alroMol�n tl e pr6m sea Pape & 75A -29 L78) Employees shall be at least eighteen (18) years of age. There shall be a minimum of one (1) employee managing the massage establishment during all working hours. During each employee's working hours, the employee shall wear a city issued badge identifying the business and the employee's full name. (89) Occupancy shall not exceed that required under the Uniform Building Code and Uniform Fire Code, and the maximum occupancy load shall be posted at the main entrance. (91-9) Window areas shall not be covered or made opaque in any way. All windows and entrances must be unobstructed at all times. (LO-14) Lighting levels on the premises within sixty (60) feet of the use and in all required parking areas shall be maintained at a minimum one (1) foot - candle of light. (111 -2) No exterior pay phones shall be permitted. (1213) Rear exits are prohibited unless required by either the building rode or the fire code. When required, rear exit doors shall be kept in a locked closed position and shall have panic hardware. (13114) No person shall be employed or permitted to act as a massage technician who is not in possession of a valid, un- revoked massage teehaisiar+s--perm# certificate and a photo Identification card prepared and issued by the city as required in chapter 22 of this Code. 05) No- massage estabAslaa ent shah eperate as a sshos -of + rassage use the ar ae fns lit as as that of a ssMeol sf- +message except as prov dcd e "y a resagn red sshesl -or- passage- (1416) It shall be unlawful for any person to perform any massage upon a member of the general public while on the premises of a school of massage. (151-7) Residing in an a massage establishment is prohibited. No person or persons shall be allowed to live, reside or dwell inside the massage establishment at any time. No food of any kind shall be prepared for sale or sold in the establishment. (1618) No interior doors may be locked during operating hours. (�)- Tgelollew # }�develeprasnt -and operating- standards. rsl} a44- be- app4ied- to- the�tpexatioa- ®€any- arrsillar�f massage -use= "�'- "n41- neueesary bu+4diag- per +nits- shah- be- ragrrisedfoF- its- sonstrustisn: ('� fare adependeat massage eom s ut l zeds ust Gomoy- with - the -fouew ng-standa {-fy- The - doss- to- tt�e�assage -roer� - +gay- �t�aw3 -a -- locking- al�eshanism -and- may- neE-be assessed- diresty� #rsa�- thes- ee;�tter -isr� &)-- L- igMtiaag- sfrall -be-proviFled- within- tkie- roorxa- ai- a- minsiraura- iNarainatisra�f -sne- fourth- (�j -feet- sandlas, f 3}-- Ar�siAary -i+ses -sway -net- have- sigt�age- otaa -tk+a t- pertr�i #ed- in- subsesiiaa- 41 -8�2{ s}of -t 4iis Code: {4j =T�e- use -e#- frosted- er- rsfJest+ve- glass- is-ns� permitted- per- s4ia11- windew- eoyeriags- of�ri�+- kind -be uti8zed- tsssreen- the - interior -of the- business: Page 9 75A -30 Sea 41-#7-601755. - Applicability to other regulations, The provisions of this article are not intended to provide exclusive regulation of the regulated expressive business uses. Such uses must comply with any and all applicable regulations imposed in other articles of the zoning code, other city ordinances and state and federal law. Should a conflict exist between the provisions of this article and the provisions of other articles of chapter 41 of this Code, the provisions of this article shall prevail. Secs. 41-1-76-11756-41-1799, - Reserved. Page 10 75A -31 75A -32 LS 5,27 16 ORDINANCE NO. NS -XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 22 AND CHAPTER 41 WITH REGARD TO MASSAGE AND MASSAGE ESTABLISHMENTS THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The California legislature approved Assembly Bill 1147 (Government Code sections 51030 - 51034) which amended the California Massage Therapy Act (Business and Profession Code sections 4600 -4621) effective January 1, 2015, B. The new law authorizes a city, county, or a city and a county to adopt or enforce local ordinances that govern zoning, business licensing, or reasonable health and safety requirements for establishments or businesses of a certified massage therapist or certified massage practitioner. C. The City Council finds that the permit requirements and restrictions imposed by the amended codes are reasonably necessary to protect the health, safety and welfare of the citizens of Santa Ana. Section 2. In accordance with the California Environmental Quality Act, the recommended action is categorically exempt from further review per section 15061(b)(3) "General Rule ", as it has determined that no significant environmental impact will result from approving these code amendments (Environmental Review Number ER- 2016 -57). Section 3. Santa Ana Municipal Code Chapter 22 is hereby amended to read as follows: Chapter 22 MASSAGE ESTABLISHMENTS Sec. 22 -1. Definitions. Unless the particular provision or the context otherwise requires, the definitions and provisions contained in this section shall govern the construction, meaning, and application of words and phrases used in this chapter: Exhibit B 75A -33 LS 5.27.16 MEe• e - e - ee IN WIN 75A -34 RAIN I-MR-1 Me 75A -34 LS 5.27.16 (a) "California Massage Therapy Council' or "CAMTC " means the state - organized (commencing with Section 4600, as amended). (c) "Manager" means the owner or operator of the massage establishment, or any management may include but is not limited to evidence that the individual has power to direct or hire and dismiss employees, control hours of operation create policy or rules, or purchase supplies. (d) "Massage" means any scientific manipulation of soft tissue, or method of antiseptics, oils, powder, creams, ointments or other similar preparations commonly used in this practice. combination of individuals, engages in, conducts, carries on or permits to be engaged in, conducted or carried on massages baths or health treatments involving massage or baths as regular functions. (g) "Massage technician" means any massage practitioner, masseuse massage therapist or any person who administers or in any way assists in administering any form of massage, bath, or health treatment involving massages or baths as 75A -35 LS 5.27.18 Sec. 22 -2. Massage establishment permit required. (a) It shall be unlawful for any person, association, partnership or corporation to engage in, conduct or carry on, in or upon any premises within the city, the business of a massage establishment without a permit issued pursuant to the provisions of this chapter for each and every such massage establishment. (b) Any healing arts professional or other state licensed practitioner listed in section 22- 6 22 -5 of this chapter who employs, or contracts with, more than two (2) massage technicians must obtain a massage establishment permit. Sec. 22 -2.1. Massage establishment permit term. (a) Permits for massage establishments shall be for a period of one (1) year, unless sooner revoked as set forth in this chapter. (b) No permit granted herein shall confer any vested right to any person or business for more than the limit period. All massage establishments egeratet: -s aed to ;ans subject to this chapter, shall comply with the provisions of this chapter and as may be amended hereafter. Sec. 22 -3. Massage establishment permit application. (a) Any person, corporation or partnership desiring to obtain a permit to operate a massage establishment shall make application to the chief of police or his/her designated representative. Prior to submitting such application a nonrefundable fee as established by resolution of the city council shall be paid to the department of finance to defray, in part, the cost of administering the requirements of Env°° °tEgat;on this chapter. The department of finance shall issue a receipt showing that such permit application fee has been paid. The receipt, or a copy thereof, shall be supplied to the chief of police at the time such application is submitted. (b) The application for permit does not authorize conducting a massage establishment business until such permit has been granted. (c) Each applicant shall be the owner of the massage establishment and fassage establishment perm,+ shall furnish the following information: (1) The full true name and any other names used by the applicant. (2) The present address and telephone number of the applicant. 75A -36 LS 5.27.16 (3) The previous addresses of applicant, if any, for a period of five (5) years immediately prior to the date of the application and the dates of residence at each. (4) Acceptable written proof that the applicant is at least eighteen (18) years of age. (5) The applicant's height, weight, color of eyes and hair, and date of birth. (6) Two (2) photographs of the applicant at least two (2) inches by two (2) inches taken within the last thirty (30) days. (7) Business, occupation or employment history of the applicant for the five (5) years immediately preceding the date of application. (8) The business license history of the applicant and whether such applicant, in previously operating in this or any other city, state or territory under license, has had such license revoked or suspended, the reason therefore, and the business activity or occupation subsequent to such action of suspension or revocation. (9) All convictions, including ordinance violations, exclusive of traffic violations, stating the dates and places of any such convictions. (10) If the applicant is a corporation, the name of the corporation shall be set forth exactly as shown in its articles of incorporation or charter, together with the state and date of incorporation, and the names and addresses of each of its current officers and directors, and each stockholder holding more than five (5) percent of the stock in the corporation. If the applicant is a partnership, the applicant shall set forth the name, residence address and dates of birth of each of the partners, including limited partners. If the applicant is a limited partnership, it shall furnish a copy of its certificate of limited partnership as filed with the county clerk. If one (1) or more of the partners is a corporation, the provisions of this subsection pertaining to corporations shall apply. The applicant corporation or partnership shall designate one (1) of its officers or general partners to act as its responsible managing officer. The responsible managing officer may complete and sign all applications on behalf of the corporate officers and partners. Such designated persons shall complete and sign all application forms required of an individual applicant under this chapter, but only one (1) application fee shall be charged. (11)The name and address of the owner and lessor of the real property upon which the business is to be conducted, and a notarized copy of the lease or rental agreement, including any addendums to the agreement. (12)Such other identification and information4nst ORg WFi#BR waivers ,,.uf.$ e the Ed natiaR Code as the police department may require in order to discover 75A -37 LS 537.16 the truth of the matters hereinbefore specified as required to be set forth in the application. (13)Proof of submission to the California Department of Justice a complete set of the applicant's fingerprints taken by a police department or California Department of Justice approved contractor. The applicant shall be responsible for payment of any fingerprinting fee. (14)A site plan depicting the building and /or unit proposed for the massage establishment and a dimensional interior floor plan depicting how the massage establishment will comply with all applicable requirements of this chapter. (15)The complete name, date of birth, phone number and residence address of the proposed on -site manager who will be principally in charge of the operation of the establishment, and any other information as requested by the massage establishment application. A manager must possess the same qualifications as an owner. (16)A statement in writing, and dated, by the applicant that he or she certifies under penalty of perjury that all information contained in the application is true and correct. (d) The applicant, if an individual, or designated. responsible managing officer, if a partnership or corporation, shall personally appear at the police department of the city and produce proof that the required application fee has been paid and shall present the application containing the aforementioned and described information. (e) The chief of police shall have thirty (30) forty -five (45) calendar days in which to investigate the application and background of the applicant. The department of building safety and housing, the f"e department and the n.� e Geun+., uaa#k a�rr,� -i�—m- era.- �- c� -r,.y� �ru� ,TSy-- r�ccxn^ Department shall inspect the premises proposed to be devoted to the massage establishment and shall make separate recommendations to the chief of police or designee concerning compliance with the foregoing provisions. The preprietGr -ef (f) The chief of police or designee, after receiving the application and aforementioned recommendations, shall grant the permit if he finds: (1) The required fee has been paid. (2) The application conforms in all respects to the provisions of this chapter. (3) The applicant has not knowingly made a material misrepresentation in the application. 75A -38 LS 5,27.16 (4) The applicant has fully cooperated in the investigation of his application. (5) The applicant if an individual, or any of the stockholders of the corporation, any officers or directors, if the applicant is a corporation, or any of the partners, including limited partners, If the applicant is a partnership, has not within five (5) years prior to the application filing date been convicted of an offense involving conduct which requires registration under California Penal Code Section 290, or of conduct which is a violation of the provisions of California Penal Code Sections 266h, 2661, 311.6.314, 315, 316, 318, 415, 647(a), 647(b), or 647(d), or any crime involving dishonesty, fraud, deceit, or moral turpitude, or any felony offense Involving the sale of a controlled substance specified in Sections 11054 through 11058 of the California Health and Safety Code. (6) The applicant has not had a massage establishment permit or massage technician permit or other similar license or permit denied or revoked for cause by this city or any other city located in or out of this state within the five (5) years prior to the date of application. (7) The massage establishment as proposed by the applicant would comply with all applicable laws including, but not limited to, health, zoning, fire and safety requirements and standards. (8) The applicant is at least eighteen (18) years of age. (g) Any person, corporation or partnership denied a permit by the chief of police or designee pursuant to these provisions may appeal pursuant to chapter 3 of this Code. (h) It shall be the responsibility of any massage establishment permit holder to notify the city within thirty (30) days of changing either his /her his o; her home address phone number, or the address of the massage establishment. Sec. 22.3.1. Massage establishment permit renewal. (a) Applications for the renewal of a permit shall be filed with the chief of police at least sixty (60) calendar days before the expiration of the current permit. Temporary permits will not be issued. Any permittee allowing his /her or he permit to lapse or which permit expired during a suspension shall be required to submit a new application and pay the corresponding original application fees. (b) Any person desiring to obtain a renewal of his /her respective permit shall file a written application under penalty of perjury on the required form with the chief of police who shall conduct an investigation. The application shall be accompanied by a nonrefundable filing fee established by separate resolution of the city council to help defray the cost of the investigation required by this chapter. An applicant shall 75A -39 LS 5.27.16 be required to update the information contained in his /her original permit application and provide any new and /or additional information as may be reasonably required by the chief of police in order to determine whether said permit should be renewed. Sec. 22 -4. Massage technician requirements "Fruit- requil". aa) It shall be unlawful for any person to act as a massage technician, practitioner, or therapist unless such person holds a valid massage certificate issued by the CAIVITC pursuant to Section 4604 of the Business and Profession Code (Chapter prepared and issued by the city. of this h.apter. b) Any massage technician acting or operating as an independent contractor shall have and maintain a valid city issued business license. 111551 NINO `I 75A -40 LS 5.27,16 �" a _ — MIN ffz ♦. - 1 1 - 1 1 1 I I- - 75A -41 LS 5.27 16 aa- 0 a -� ` 1 IW O e e e Q71 mom. 75A -42 LS 5.27.16 Sec. 22-56. Exemptions. The provisions of this chapter shall not apply to the following classes of individuals while engaged in the performance of the duties of their respective professions: (a) Acupuncturists, physicians, surgeons, chiropractors, osteopaths, or physical therapists who are duly licensed to practice their respective professions in the state. Practical nurses, licensed vocational nurses, or other persons without qualifications as massage technicians and wit"^ *first ^b- tal- -, ^,g a sage teeh4iieffan permit pursuant to this Ghapter, whether employed or contracted by acupuncturists, physicians, surgeons, chiropractors or osteopaths or not, may not give massage or massage procedures. (b) Hospitals, nursing homes, sanatoriums, or other health care facilities duly licensed by the state. (c) Nurses registered under the laws of the state. (d) Barbers, cosmetologists, manicurists and estheticians who are duly licensed under the laws of the state when engaged in such practice within the scope of their license. Except that this exception applies solely for the massaging of the neck, face and /or scalp of the customer of said barber or cosmetologist or in the case of a licensed manicurist, the massaging of the forearm, hands, calves and /or feet. State licensed estheticians may provide skin care, which is limited to the face, neck, arms or upper part of the human body. (e) Accredited high schools and colleges, and coaches and trainers therein while acting within the scope of their employment. (f) Trainers of any amateur, semiprofessional or professional athlete or athletic team, .. , _ 91 0111161101INQ 75A -43 LS 5,27. 16 ,h .ahlRshAnred by his --rnh e. I—Iff eeff4Gat+erl- Sec. 22-5.164. Persons working for exempted individuals. Any person conducting massage for an exempted class individual must possess a massage tech ician permit certificate and shall comply with all massage regulations. A massage technician employed by an exempted class individual must work under the direction and control of that individual who must be physically present at the location where the massage is being administered. A massage technician cannot rent office space or workspace at an exempt individual's location. Sec, 22.52 6e2. Evidence of exempt status. (a) Any person or business exempted from the provisions of this chapter pursuant to section 22 -5 22-4 shall file with the city a copy or provide other evidence of the certificates, permits, licenses, registration, or other approved authorizing documentation held by the persons who are providing massage services at the business, prior to commencing services within the city. (b) The city shall have the authority to make reasonable investigations into the information so provided pursuant to this section. Sec, 22 -6 7. Massage establishment facilities. Every massage establishment shall maintain facilities meeting the following requirements: (a) Sign. Establishment must comply with the city sign ordinance contained in chapter 41. (b) Lighting. Minimum lighting shall be provided in accordance with Article 220 of the National Electric Code, and, in addition, at least one (1) unobstructed artificial light of not less than sixty (60) watts shall be provided in each room or enclosure where massage services are performed on patrons. (c) Ventilation, Minimum ventilation shall be provided in accordance with Section 1105 of the Uniform Building Code. (d) Equipment. Adequate equipment for disinfecting and sterilizing Instruments used in performing the acts of massage shall be provided. (e) Water. Hot and cold running water shall be provided at all times. (f) Linen storage. Closed cabinets shall be provided for storage of clean linens, and approved receptacles shall be provided for storage of soiled linen. 75A -44 LS 5.27 16 • . e - - - :�..� .. If a shower facility is provided at a massage clearly marked as such. (h) Facilities for employees. A minimum of one (1) separate wash basin shall be provided in each massage establishment for the use of employees of any such establishment, which basin shall provide soap or detergent and hot and cold running water at all times and shall be located within or as close as practicable to the area devoted to the performing of massage services. In addition, there shall be provided sanitary towels in permanently installed dispensers at each wash basin. (i) Compliance with Code. Proof of compliance with all applicable provisions of this Code shall be provided. Sec. 22 -7 & Massage facilities operation. Every person who owns, operates, manages or is employed in any massage establishment shall comply with the following operating requirements. These requirements shall be prominently and publicly displayed in a conspicuous place upon every premises operating under the provisions of this chapter: (a) No person shall be employed or permitted to act as a massage technician who is not in possession of a valid unrevoked massage tGGIIRician's- -permit certificate. (b) Bath and massage operations shall be carried on and the premises shall be open only between the hours of 8:00 a.m. to 10 :00 p.m. (c) A list of services available and the cost of such services shall be posted in an open, public place on the premises, and shall be described in readily understandable language. No owner, operator, responsible managing employee, independent contractor, manager, or permittee shall permit, and no massage technician shall offer to perform any services other than those posted. (d) The owner ^�^^�ry *TUto a,' a massage establishment shall prominently display the massage establishment permit and any and all permits massage certificates for each and every massage technician employed in the establishment in the front lobby area of the premises, for examination upon demand by any police or code enforcement officer of the city. 75A -45 LS 5.27.16 (e) Each massage technician shall wear a photo identification card prepared and issued by the city while administering a massage, The identification card shall be worn on outer clothing with the photo facing out. The massage technician shall not use any name other than specified on the photo identification card while on duty. (f) Massage establishments shall at all times be equipped with an adequate supply of clean sanitary towels, coverings and linens. Clean towels, coverings and linens shall not be used on more than one (1) patron unless they have first been laundered and disinfected. Disposable towels and coverings shall not be used on more than one (1) patron, Soiled linens and paper towels shall be deposited in approved receptacles. (g) In any establishment in which massage services are rendered only to members of the same sex at any one (1) time, such persons of the same sex shall be placed in a single separate room or the operators of the massage establishment may elect to place such persons of the same sex in separate rooms or booths having adequate ventilation to an area outside said room or booth while massage services are being performed. (h) Wet and dry heat rooms, steam or vapor rooms or cabinets, shower rooms and compartments, toilet rooms and pools shall be thoroughly cleaned and disinfected as needed, and at least once each day the premises are open, with a disinfectant approved by the health department. Bathtubs shall be thoroughly cleaned with a disinfectant approved by the health department after each use. (1) Instruments utilized in performing massage shall not be used on more than one (1) patron unless they have been sterilized using approved sterilizing methods. Q) No persons shall enter, be or remain in any part of a massage establishment while in the possession of, consuming, or using any alcoholic beverage or drugs except pursuant to a prescription for such drugs. The owner, operator, responsible managing employee, manager or permittee shall not permit any such person to enter or remain upon such premises. (k) No massage establishment shall operate as a school of massage, or use the same facilities as that of a school of massage, except as provided below. It shall be unlawful for any person to perform any massage upon a member of the general public while on the premises of a school of massage. (1) No part of the establishment shall be used for residential or sleeping purposes. NG GeekiRg --r 1.1--ed-pfeParatien 6-1-all bee allowed n the n &—unlles a full 75A -46 LS 6.27.16 - - c ... al a - (m) All massage establishments shall have a manager on the premises at all times the massage establishment is open. The designated manager must possess a valid and current CPR certificate issued by the American Red Cross or the American Heart Association. (n) The operator, or the manager in the operator's absence, shall be responsible for ensuring compliance with this chapter and any applicable provisions of this Code. Any change in management must be reported to the police department within ten (10) days. (o) An operator and /or on -duty manager shall be responsible for the conduct of all employees, or independent contractors, while the employees are on the licensed premises. Any act of omission of any employee constituting a violation of the provisions of this chapter and any applicable provision of this Code shall be deemed the act of omission of the operator for the purposes of determining whether the operator's license shall be revoked, suspended or renewed. [_a Sec. 22 -8 S. Inspections. The department of building safety and /or the police department may, from time to time, 4ous41g fFre- anu- i;v °°I +- arch- dv°,r..�r+....e.. +� Shall, from tlme-to4me ar..J at least +,. year, yeamake an inspection of each massage establishment in the city for the purpose of determining that the provisions of this Code are met. The prqpFletor of st[& es #alestablishment hall c es"Aished h.. the G� my of QFa �.�srR.,r- pay - -sash— fees- a...�....M..,,.,,,.... .., ., ,., ., .uRqe as- re.MN.IrsArrignt fer the n mty he..l #M of -0'nc. ran .. ealth and AsanUatlon ices, provided in n,.ni'.i'.°.nt v 1. .. .h the enferGemen' f +h'cam d' I I Sec. 22.9 40. Sale or transfer. (a) Upon the sale or transfer of any interest in a massage establishment, the permit shall be null and void. Any person, firm or entity desiring to own or operate the massage establishment shall make a new application. A fee as established by resolution of the city council shall be payable for each such application involving sale or other transfer of any interest in an existing massage establishment. The provisions of section 22 -3 of this chapter shall apply to any person, firm, or entity applying for a massage establishment permit for premises previously used as such establishment. 75A -47 LS 5.27.16 (b) Any such sale or transfer of any interest in an existing massage establishment or any application for an extension or expansion of the building or other place of business of the massage establishment shall require inspection and shall require compliance with section 22 -6 -7 of this chapter. (c) The owner or operator of a massage establishment shall be responsible for notifying the city of any intention to rename, change management, change location, or convey the business to another person. Sec. 22.10 44. Change of location or name. (a) A change of location of any of the aforementioned and described premises may be approved by the chief of police and planning manager sity-planneF, provided a new application and fee are submitted and all ordinances and regulations of the city are complied with and a chaRge of 1 o., - n f ee r-o ;h-.e -esty GGUn6l is deposited with he -oity (b) No permittee shall operate under any name or conduct any establishment under any designation not specified in his permit. See. 22-114-2. Prohibited conduct. (a) It shall be unlawful for any massage technician to perform any massage services in any commercial establishment other than a premises holding a valid massage establishment permit. (b) A massage technician shall be fully clothed at all times and shall not expose their genitals, pubic area, buttocks, or in the case of female technicians, their breasts, and such practices shall not be allowed or permitted by the massage establishment permittee or his designee desigflate. (c) A massage technician shall not give massages at any location other than on the premises of a massage establishment with a valid massage establishment permit, or--a-busi4iesa4a ion ether than the one cnen'f'ed en the to Ghn.n.Wn'n permit. (d) A massage technician shall not give a massage unless the breasts of female patrons are covered and the genitals of all patrons are covered, and such practices shall not be allowed or permitted by the massage establishment permittee or his designee d . (e) No massage, for a fee, shall be done at the residence of a massage certificate holding permitted- massage technician or in any hotel, or motel in the city. 75A -48 LS 5.27.16 application during a massage. Marijuana as used in this section includes any product infused with tetrahvdrocannabinol (THC) or cannabidiol (CBD). It shall be unlawful for a massage- technician massage practitioner or a massage section includes any product infused with tetra hvdrocannabinol (THC) or cannabidiol (CBD). (hf) It is a violation of this chapter for a permit holder to commit, and the city may deny an application for a permit or discipline a permit holder for, any of the following; (1) Unprofessional conduct, including, but not limited to, denial of licensure, revocation, suspension, restriction, or any other disciplinary action against a certificate holder by another state or territory of the United States, by any other government agency, or by another California health care professional licensing board. A certified copy of the decision, order, or judgment shall be conclusive evidence of these actions. (2) Procuring a permit by fraud, misrepresentation, or mistake. (3) Violating or attempting to violate, directly or indirectly, or assisting in or abetting the violation of, or conspiring to violate, any provision or term of this chapter or any rule or bylaw adopted by the city. (4) Conviction or plea of guilty or nolo contendere to any felony or misdemeanor or infraction that is substantially related to the qualifications or duties of a permit holder, in which event the record of the conviction or plea shall be conclusive evidence of the crime. (5) Conviction or plea of guilty or nolo contendere to any felony or misdemeanor or infraction directly related to the operation of a massage establishment. (6) Impersonating an applicant or acting as a proxy for an applicant in any examination referred to under this chapter for the issuance of a permit. (7) Impersonating a certified practitioner or therapist, or permitting or allowing an uncertified person to use a certificate permit. (8) Committing any fraudulent, dishonest, or corrupt act that is substantially related to the qualifications or duties of a permit holder. (9) Committing any act punishable as a sexually related crime. 75A -49 LS 5.27.16 Sec. 22.12 43. Suspension or revocation. When the chief of police eifr "„gagger finds that any person holding a permit under the provisions of chapter 22 has violated the provisions of this chapter or is found guilty of conduct which would form the basis of denial of the license as set forth in sections 22 -2 and 22 -4, he /she may revoke or suspend the permit. No such revocation shall become effective until the permit holder has been notified in writing by certified mail of his /her right to appeal the revocation decision pursuant to the provisions of of chapter 3 of this Code. If a timely appeal is filed, the revocation shall be effective only upon decision of the city council, Otherwise, the revocation shall become effective after the timely appeal period has passed. Sec. 22 -13 44. Conducting as a nuisance. Any massage establishment operated, conducted or maintained contrary to the provisions of this chapter shall be and the same is hereby declared to be unlawful and a public nuisance, and the city attorney may, in addition to or in lieu of prosecuting a criminal action hereunder, commence an a civil action or actions, proceeding or proceedings for the abatement, removal or enjoinment thereof, in the manner provided by law, and shall take such other steps and shall apply to such saurts er courts as may have jurisdiction to grant such relief as will abate or remove such massage establishment and restrain and enjoin any person from operating, conducting or maintaining a massage establishment contrary to the provisions of this chapter. Sec. 22 -1445. Existing businesses. The provisions of this chapter and chapter 41 shall be applicable to all persons and businesses described herein whether the herein described activities were established before or after the effective date of this chapter. All massage establishments within the city that were conducting activities requiring Permittinq and regulated under this section whose activities existed prior to the effective date of this chapter, have a period of one (1) year from the date of the adoption of the revisions to apply for all permits required of massaae establishments. Sec. 22.15 4-6. Advertising requirement. All advertising shall include the massage establishment permit number, sonditienal use pernTR— number, or land LAGe ^8Ftlf1Gat° Pw4bef in any advertisement of services appearing in any printed or electronic advertising medium. The reference does not have to contain the words "massage establishment permit " "sonde'°n. �armit"; e4-4a-id "City of Santa Ana permit number" or similar language will suffice so long as the correct permitke, number is included. 75A -50 LS 5.27.16 Sec. 22 -16 47. Violation - Penalty, Any person violating this chapter shall be guilty of a misdemeanor, punishable by a fine of one thousand dollars ($1,000.00) or by Imprisonment for a period not to exceed six (6) months, or by both such fine and imprisonment. Section 3. Article XVIII of Chapter 41 of the Santa Ana Municipal Code is hereby amended to read as follows: ARTICLE XVIII. MASSAGE Sec, 41 -1750. Specific purposes. (a) In addition to the general purposes listed in section 41 -1, the specific purposes of this article are to: (1) Establish a procedure which places strict limits on processing time and creates an orderly process for reviewing applications to conduct massages, in the interest of public health, safety, and welfare. (2) Ensure orderly and thorough city review of applications for conducting massages, including, but not limited to, massage establishment(s).7 and massage- te8iln4aR(s) and o is Ilan, massano c.(s (3) Establish reasonable and uniform regulations that will reduce possible adverse secondary effects that businesses conducting massages as a pri+nar-y -er anGitiapy - use may have upon the residents of the city and preserve the integrity of existing commercial areas of the city and of residential areas which are in close proximity to such commercial areas, �.1 rot y- . esses cGpAwofing- massages as nniFAan. or an Gillaw. .. ... �.,... r[nner"'lTYati . RGURG the atin e.d a.t eF derh. deyele Rt Gf er�eFt y . �th'n the n'A Y—a l;, r,. r,..�.y .,��y —and diminishes these undesirable negative - se^^ ^^' ^ ^, ----'^ that—FeGGgnized operatleR of es GandU sag (6) To alloy.. a PFGG866 whereby the unusual site dev el rre tfec. tw;es_Gr_ �l, ^harn^ter'st'n of uh'eh must ^ ply with this arF^le may be dit' rd through a lnrddyirdual r_" I'll in --r ,uses -G' ro ✓rl nihile n ... - i the ann l'^Nntis Fights to 'h eGt+ve stan-rdaFdG iVe -and judfGW4eV e 75A -51 LS 5.27.16 • e - - defined in section 22 -5 of this Code. Sec. 41 -1751. Definitions. ^e — :. .e MORMON 10160191111,01, Q i 1; e 75A -52 LS 5.27.16 attended Glass mR a F--- ed -;- RAMA, See. 41 1751 A Ghai� sage As used herein, " "hair- massage" „all4nea;, -whern °fit"^^ reGeives- a- massage while fully Glothed in a li- nr —m'n N hl'a nra 3 The + .J .. t.. head, rant i haaL and arms a.J.. aeG-41 1761.6. n.,, 'aFy massage (a) "California Massage Therapy Council" or "CMTC" means the state - organized (commencing with Section 46M as amended). (b) "Emplovee" includes every owner, partner, operator, manager, supervisor and massage establishment. For purposes of this chapter, the term employee shall also include massage technicians who provide massage services as independent contractors to a massage establishment (c) "Manager" means the owner or operator of the massage establishment or any persons) designated by the owner or operator to act as the representative and power to direct or hire and dismiss employees control hours of operation create policy or rules, or purchase supplies (d) "Massage" means any scientific manipulation of soft tissue or method of witn or witnout supplementary aids such as rubbing alcohol liniments 75A -53 LS 5.27.16 Sec. 41 -1752. Permitted zones and locations. (1) Massage establishments may be permitted nnmmerrn'al Znne 'n the pity, ev n mevn'al 9 G0- as defined in fh'n chapter: on parcels in the Cnl� iR- 1 C1 -MD, C2, C4 C5, or CSM zoning districts. and permitted. (3) No massage establishment is permitted in any other zoning district. 75A -54 LS 5.27.16 rum M. 221fin � 7. PIP T,MR. MMERUFMCFATEW. 7 e e M-M—MrA!EmI– CZ ETdL7T- lTSLT:1 _ _ _ qtm _ _ _ "aid e I W.-IN-10 - acs 4 -1 9753.2: --- Ansillary- massage --use land -use ^tea, 75A -55 LS 5.27. 16 .oe will 'WON i MW IN - - tathe use. Sec. 41- 4 754 1753. Permits and certificates - Contents of application. (1) Approved certificate of occupancy. (2) A city issued business license. (3) Approved massage establishment permit issued by the chief of police, as set forth in section 22 -2 of this Code. _ _ - !nsrerre+rr s raanr.. MM e - - - &: WHIP! MOM rus e : - - — W. — - — - i�u:u° 75A -56 LS 5.27 16 ►ir, \�i\T.\T.1R- T.!.T- :7H►SS7T.S/:'TT�R:L7T { � }App r- �i�a�i Bess- license; WHY- _ e - MMUP e N.M.-Ill NMI 75A -57 e LS 527.16 I'Mm -- - - ' W ' e C No •C C. - - 75A -58 LS 5.27.16 M"0. M"I. M Mma. - - - NO IN -N-191 0 - - ___ __ - __ laws. n 0 1. - n 0 - 00 0 - - - ex- -istfng- use-that4e--�k"d-rionG6nfnrrvinry with nespeo: to nnrL'nry 0 .......... - 75A -59 LS 5.27.16 bb ^_ b -- b C — — ■ . 1 ■ Fr ff b ^C 1`1 OUR Off 1 MMI C — — .10 rtaMATIM. C C. M-23-1117 , MOM G Sec. 41 -1459 1754, Development and operating standards. (a) The following development and operating standards shall be applied to the operation of any massage establishment grad a+isllla�ge HSe: (1) The owner must advise the city, in writing, at the time of the application for a permit of the business hours and, thereafter, of any changes in such hours. No person shall operate a massage establishment or administer a massage in any massage establishment between the hours of 10:00 p.m. and 8:00 a.m. A 75A -60 LS 6.27.16 massage begun any time before 10:00 p.m., must nevertheless terminate at 10:00 p.m. All customers, patrons and visitors shall be excluded from the massage establishment during these hours and be advised of these hours. (2) All exterior signs identifying the premises as a massage establishment shall comply with the sign requirements of the city. (3) Each operator and /or on duty on -duty responsible employee shall display the massage establishment eperater's permit in a conspicuous public place in the lobby of the massage establishment. (4) The hours of operation must be posted in the front window and clearly visible from the outside. (5) The operator and /or ea duty on -duty responsible employee must also post, on a daily basis in a conspicuous public place in the lobby, the name of the operator and /or on duty on -duty responsible employee as well as all on -duty massage technicians. (6) "No loitering" signs shall be posted at the front and rear of the business. No outside waiting or seating area is permitted in accordance with section 602 of the Penal Code. (73)Employees shall be at least eighteen (18) years of age. There shall be a minimum of one (1) employee managing the massage establishment during all working hours. During each employee's working hours, the employee shall wear a city issued badge identifying the business and the employee's full name. (8O)Occupancy shall not exceed that required under the Uniform Building Code and Uniform Fire Code, and the maximum occupancy load shall be posted at the main entrance. (210) Window areas shall not be covered or made opaque in any way. All windows and entrances must be unobstructed at all times. (1014) Lighting levels on the premises within sixty (60) feet of the use and in all required parking areas shall be maintained at a minimum one (1) foot - candle of light. (111.2) No exterior pay phones shall be permitted. (1213) Rear exits are prohibited unless required by either the building code or the fire code. When required, rear exit doors shall be kept in a locked closed position and shall have panic hardware. 75A -61 LS 5.27.16 (1344) No person shall be employed or permitted to act as a massage technician who is not in possession of a valid, un- revoked massage teGhniGia^ -,'s- Permit (144 -6) It shall be unlawful for any person to perform any massage upon a member of the general public while on the premises of a school of massage. (154) Residing in are a massage establishment is prohibited. No person or persons shall be allowed to live, reside or dwell inside the massage establishment at any time. No food of any kind shall be prepared for sale or sold in the establishment. (164-9) No interior doors may be locked during operating hours. .G. _ _ •e_ _ C. C PM C - G ^G C ^ isi MY Is- Sec. 41 -1 -7-60 1755. Applicability to other regulations. The provisions of this article are not intended to provide exclusive regulation of the regulated expressive business uses. Such uses must comply with any and all applicable regulations imposed in other articles of the zoning code, other city ordinances and state and federal law. Should a conflict exist between the provisions of this article and the 75A -62 LS 5.27.16 provisions of other articles of chapter 41 of this Code, the provisions of this article shall prevail. Secs. 41 -1-6- 41756- 41 -1799. Reserved. Section 4. If any section, subsection, sentence, clause or 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 or phrase or portion thereof irrespective of the fact that any one or more section, subsection, sentence, clause or phrase or portions be declared invalid or unconstitutional. ADOPTED this day of APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN Councilmembers NOT PRESENT: Councilmembers 2016. Miguel A. Pulido Mayor 75A -63 LS 5.27.16 CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, 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 75A -64 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 21, 2016 TITLE: PUBLIC HEARING - CONDITIONAL USE PERMIT NO. 2016 -21 TO ALLOW AN ALCOHOL BEVERAGE CONTROL LICENSE AT SUPER KING MARKET LOCATED AT 2741 WEST MACARTHUR BOULEVARD — DAVID WEISSGLASS, APPLICANT (STRATEGIC PLAN NO. 3,2) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :0^t• o ❑ As Recommended ❑ As Amended [I Ordinance on I" Reading I] Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving Conditional Use Permit No. 2016 -21. Open the public hearing and continue the item to July 5, 2016. CITY COUNCIL ACTION At its regular meeting on June 7, 2016, the City Council voted to schedule the item for public hearing on June 21, 2016. PLANNING COMMISSION ACTION At its regular meeting on May 23, 2016, by a vote of 5:1 (Mill opposed, Bacerra absent), the Planning Commission adopted a resolution approving Conditional Use Permit (CUP) No. 2016 -21 which approved the sale of alcoholic beverages (beer, wine, and distilled spirits) for off - premise consumption at Super King Market at 2741 West MacArthur Boulevard located in the General Commercial (C -2) zoning district. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION Super King Market is requesting approval of a CUP to allow the off - premise sale of beer, wine, and distilled spirits to patrons of the grocery store. Pursuant to Section 41 -196 of the SAMC, markets wishing to sell alcohol to patrons require approval of a CUP; however, the use of the property as a retail market/grocery store is permitted by right. The market will occupy a tenant space that contained a Ralph's grocery store. Ralph's ceased business activity in October 2015. Super King Market began tenant improvements in March 2016. The project proposes no expansion of square footage. Alcohol storage and display areas, located near the front - center of the store, will consist of less than five percent of the floor area, and the proposed hours of operation for the market are from 7:00 a.m. to 9:00 p.m. daily. Full -sized site plans are available for public viewing in the Clerk of the Council Office. 75C -1 Conditional Use Permit No. 2016 -21 - Super King Market ABC - 2741 West MacArthur Boulevard June 7, 2016 Page 2 STRATEGIC PLAN ALIGNMENT 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). FISCAL IMPACT There is no fiscal impact associated with this action. Hassan Hagl ani, AICP Executive Director Planning & Building Agency AP:rb ap \reports \Staff Reports for CC \CUP16 -21 Super King Type 21 ABC Public Hearing.cc Exhibit: A. Planning Commission Staff Report B. Resolution 75C -2 REQUEST FOR PLANNING COMMISSION MEETING DATE: MAY 23, 2016 TITLE: PUBLIC HEARING— FILED BY DAVID WEISSGLASS FOR CONDITIONAL USE PERMIT NO. 2016.21 TO ALLOW AN ALCOHOL BEVERAGE CONTROL LICENSE AT SUPER ICING MARKET LOCATED AT 2741 WEST MACARTHUR BOULEVARD {STRATEGIC PLAN NO. 3,21 Prepared by Ali Pezeshkpour PLANNING COMMISSION APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED Applicant's Request C1 Staff Recommendation CONTINUED TO _T keaae D - RECOMMENDED ACTIONS Adopt a resolution approving Conditional Use Permit No. 2016 -21. Request of Applicant David Weissglass, representing Super King Market, is requesting approval of a conditional use permit (CUP) for an Alcoholic Beverage Control (ABC) license to allow the off - premise sale of beer, wine, and distilled spirits at a full - service market to be located at 2741 West MacArthur Boulevard. Establishments that sell alcoholic beverages require approval of a CUP pursuant to Section 41 -196 of the Santa Ana Municipal Code (SAMC). Project Location and Site Description Super King Market is currently in the process of making tenant improvements to occupy the space formerly occupied by a Ralph's grocery store at the northeast corner of Fairview Street and MacArthur Boulevard. The market space contains approximately 48,617 square feet. The entire property is approximately 5.24 acres in size and contains approximately 92,456 square feet of leasable area and 515 parking spaces. The General Plan land use designation for the site is General Commercial (GC), which allows for commercial and office uses. General Commercial designation provides accessible commercial development along the City's arterials as well as support facilities and services, including offices, restaurants and various other services. The project is consistent with this General Plan land use designation. The site is located within the Arterial Commercial (C -5) zoning district. The C -5 zoning district allows for commercial and service uses such as retail markets, making the proposed use consistent with the zoning designation. Surrounding land uses include residential uses to the north, east, and south across MacArthur Boulevard, and industrial uses to the west across Fairview Street (Exhibits 1, 2 and 3). EXHIBIT A 75C -3 CUP No, 2016-21 May 23, 2016 Page 2 Project Description Super King Market is requesting approval of a CUP to allow an Alcoholic Beverage Control (ABC) license for the off- premise sale of beer, wine, and distilled spirits to patrons of the grocery store.. Pursuant to Section 41 -196 of the SAMC, markets wishing to sell alcohol to patrons require approval of a CUP; however, the use of the property as a retail market(groeery store is permitted by right. The market will occupy a tenant space that contained a Ralph's grocery store. Ralph's ceased business activity in October 2015. Super King Market began tenant improvements in March 2016. The project proposes no expansion of square footage, Alcohol storage and display areas, located near the front - center of the store, will consist of less than five percent of the floor area (Exhibits 4 and 5). The proposed hours of operation for the market are from 7:00 a.m. to 9;00 p.m. daily. Project Background The subject site, South Coast Marketplace, contains multiple neighborhood - serving businesses. In August 1995, Land Use Certificate (LUC) No. 95 -134 was issued to allow the former Ralph's supermarket to sell beer, wine, and distilled spirits for off -site consumption, In October 2015, Ralph's closed after 20 years of operation, leaving the surrounding neighborhoods without a full - service grocery store. SAMC Section 41- 683.5 requires that Super King Market apply for a CUP because the previous LUC, as a nonconforming entitlement, expired after six months of inactivity. In January 2016, Super King Market submitted tenant improvement plans for the vacant space, with permits issued in March 2016. Super King Market intends to open in mid -June, which is after the six -month timeframe that would allow the supermarket to sell alcohol without the need to apply for a new CUP. Super King Market is a southern - California based chain of full- service supermarkets, All stores carry a variety of fresh and dry goods, including produce, meats, dairy, bakery items, and sundries,. The applicant is requesting approval of a CUP to allow the sale of beer, wine, and distilled spirits for off -site consumption to patrons, similar to what is offered at other locations. The company operates six locations, including one in Anaheim, Project Analysis Conditional use permit requests are governed by Section 41 -638 of the SAMC. Conditional use permit request may be granted when it can be shown that the proposed project will not adversely impact the community, If these findings can be made, then it Is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Using this information staff has prepared the following analysis, which, in turn forms the basis for the recommendation contained in this report, 75C -4 CUP No, 2016 -21 May 23, 2016 Page 3 The purpose of regulating establishments that sell alcoholic beverages is to set forth operating practices and procedures, to limit the number of establishments to avoid overconcentration of establishments that sell alcoholic beverages, and to minimize impacts to surrounding areas. Because the proposed Super King 'Market will exceed 10,000 square feet in size, the overconcentration and separation criteria established in SAMC Section 41- 196(d) do not apply. However, approval of a CUP is still required to allow the supermarket to sell alcohol. Staff has reviewed the applicant's request to establish an off -sale ABC license at this location. In analyzing the request, staff believes that the following findings of fact warrant approval. The proposed off -sale ,ABC license will provide an additional service and convenience to the community by allowing patrons the ability to purchase alcoholic beverages in conjunction with groceries and other general merchandise found in the store. The proposed use will not be detrimental to the health, safety, and welfare of the community. Super King is an established supermarket chain with policies, procedures, and employee training programs focused on preventing the sale of alcoholic beverages to minors. Moreover, Super King Market has acquired a license that is already established in the retail shopping center, which has no history of disciplinary action, and relocating to a different unit within the same center. The proposed project will enhance the economic viability of the area and enable this neighborhood - serving retail center to continue to compete with nearby shopping centers in Santa Ana, as well as those in Costa Mesa, The proposed ABC license will be in compliance with all other regulations; including alcohol storage and display area and separation criteria set forth in Section 41- 196(c) of the SAMC. Further, the site will be in compliance with all operational standards set forth in Section 41- 196(f) of the SAMC, which govern the off - premise sale of alcoholic beverages (Exhibit 6), Finally, the proposed ABC license will be consistent with several goals and policies of the General Plan, including Goals 2 and 5 of the Land Use Element, which encourages land uses that enhance the City's economic and fiscal viability, that mitigate any potential impacts, and are compatible with and supporting of surrounding land uses. Super King Market is proposing to locate within an existing commercial shopping center, with its operations and proposed ABC license compatible with the surrounding uses: Police Department Analnis The Police Department reviews conditional use permit applications for the sale and service of alcoholic beverages in order to ensure that the potential crime and nuisance behaviors associated with such uses are mitigated to the greatest extent possible. For off -sale licenses, the 75C -5 CUP No. 2016 -21 May 23, 2016 Page 4 Police Department compares crime in the project area to crime citywide. Crime data is collected by reporting district.. When a project is located in a reporting district with more than 20 percent of the average crime rate citywide, the Police Department will consider this information in making its recommendation. The project at 2741 West MacArthur Boulevard is located in Reporting District No, 110. Reporting District No. 110 ranks 56th out of 102 reporting districts in the number of police related calls for service. This reporting district is below the average for criminal activity threshold established by the State for high crime. The Police Department contends that the operational standards applicable to off -sale ABC licenses will mitigate any potential negative impacts to the surrounding community, Public Notification The project is not located within the boundaries of an established Neighborhood Association. However, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and and tenants within 500 feet of the project site. either written or electronic, had been received. CEQA Compliance mailed notices were sent to all property owners At the time of this printing, no correspondence, 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 off - premise sale of alcoholic beverages from an existing structure. No expansion of square footage or modification to the exterior of the building is proposed as part of this project. Strategic 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). 75C -6 CUP No. 2016 -21 May 23, 2016 Page 5 Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2016 -21, Ali Pezeshkpour, AICP Senior Planner AP.jm WrepertsVitaff ReP0 tater PQCt1P18:21 Saper King Type 21 ADC,po 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 Off- -Sale Establishments 75C -7 pat CUP 2016 -21 SUPER KING ABC LICENSE 2741 WEST Mac ARTHUR BOULEVARD - — =500 FEET 1" =1000 FEET P L A N N I N G A N B U l L 0 I N G A G E N C Y EXHIBIT 1 VICINITY MAP 75C -8 CU11016-11 SUPER KING ABC LICENSE 2741 WEST MacARTHUR BOULEVARD D 3 U I L D I N G A (I E N C y LAND USE MAP EXHIBIT 75C-9 M U L I LL > z E S I D N tm z M F R Lu F- ^ LU Lu cr T. F- I N G L E U F AM I L Y Ln R E S I D E N C - E u MacARTHUR BOULEVARD Lu 0 J U N I P E R STREET > u z IT M L I F M I L Y < E I , c Lu LL R . . ........ cc CU11016-11 SUPER KING ABC LICENSE 2741 WEST MacARTHUR BOULEVARD D 3 U I L D I N G A (I E N C y LAND USE MAP EXHIBIT 75C-9 CUP 2016 -21 SUPER KING MARKET ABC LICENSE 2741 WEST MacARTHUR BOULEVARD SITE PHOTO EXHIBIT 3 75C -10 d LL'6MM2ItlWtiNl)I2IfldRS 3 5 �slla °ael�s4 � ?S 34a g� �fcr u n- Fi's°°�, T = mcmw -' -nv,'c Q 01 OI s AWL- I: ¢ r mwmn mnx��onmm a i 4 e 2n f// I�ryYpt 4 4 I 4"' q / /,WjR 1- O� 1 . _ � s m '�•' - i11 1 Ml5 MWAIM EXHIBIT 4 75C -11 g i au a P 1 ¢f¢d9 .3 110' M+FI4 1 v a gg ¢¢ f gg Ig 3 3a3a. it 3Iy s L'UN.L37I2CVL4�NP1IdL1S 3�m ;8B3!�G �e MrUMMUNK REP __ S 3jo- r /fits`& S-1 4.1 ..ia .jLl- 1. 1., D J.. D l._A r-D clo J aC xY4. 'rxe" s 2 N' Ilk _yaa _ LaB �t t NEE1 aQ u'r-t +_. wt_+` + + =.as � ] jry 9 x JPy a�I �§ t o r " ii 1' diIA y31 YI + + +f �:Fi tr .. _@� St +" eL-A =it 3 i E.^ HL s r e y,i-* r + T S � a I 1 `a B WC V OW � � P a �o 1 i , y Y ay # � � �3 � ��� •vxnd ;nsM I t�ln� �.m5~3 F 9 yd \ lk mm 75C -12 Sec. 41 -196. Establishments selling alcoholic beverages, Operational standards for off -safe 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. No alcoholic beverages shall be consumed on any property adjacent to the licensed premises under the control of the licensee. 2 The applicant shall be responsible for maintaining free of litter the area adjacent to the premises over which he has control, 3, There shall be no exterior advertising of any kind or type, Including window signs or other signs visible from outside, promoting or indicating the availability of alcoholic beverages on the premises, 4. There shall be no coin- operated games maintained on the premises at anytime. 6. All public telephones shall be located on the interior of the premises. 6. Any graffiti painted or marked upon the premises or on any adjacent area under the control of the applicant shall be removed or painted over within twenty -four (24) hours of being applied. * The applicant shall post a placard prohibiting loitering, pursuant to California Penal Code ("CPC") section 602, on the exterior of the premises. * It shall be the applicant's responsibility to ensure that CPC section 662 is complied with at all times that the premises are in operation, 9, The applicant shall at all times utilize an age verification device for all purchases of alcoholic beverages. 10. 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: handling obviously intoxicated persons; establishing a reasonable ratio of employees to patrons, based upon activity level, in order to monitor beverage sales and patron behavior; handling patrons involved in fighting,, arguing or loitering about the building and in the immediate adjacent area that is owned, leased, rented or used under agreement by the [icensee(s); verifying age /checking identification of patrons; calling the police regarding observed or reported criminal activity. EXHIBIT 6 103 75C -13 11. If there is a marked or noticeable increase in the number of police- related incidents on or near the premises, as such increase may be determined by the chief of police, the applicant may be required to provide state - licensed, uniformed security guards at a number determined by the chief of police. 12. All managers and employees selling alcoholic beverages shall undergo and successfully complete a certified training program In responsible methods and skills for selling alcoholic beverages, The California Department of Alcoholic Beverage Control must approve said training program. Records of each employee's successful completion of the certified training program required by this section shall be maintained on the premises of the alcoholic beverage outlet and shall be presented upon request by a representative of the City of Santa Ana, 13. Alcoholic beverages in containers of less than sixteen (16) ounces cannot be sold by single containers, but must be sold in pre- packaged multi -unit quantities. 14. The sales of alcoholic beverages shall be permitted only between the hours of 7 :00 a.m. and 12:40 /midnight each day of the week unless otherwise modified by the granting of an after - hours conditional use permit, 15. Existing building and required parking must conform to the provisions of Chapter I 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. 16. Cash register must be visible from the street at all times and shall not be obstructed at any time by temporary or permanent signage. 17. Window displays must be kept to a minimum for maximum visibility and shall not exceed twenty -five (25) per cent of window coverage. 18. Window displays and racks must be kept to a maximum height of three (3) feet including merchandise. 19. A timed - access cash controller or drop safe must be installed. 20. A silent armed robbery alarm must be installed and operable at all times. 21. Clearly distinguishable height markers shall be installed on the inside door jamb of all doors used by the public, to access the store, Horizontal marks, one (1) inch wide by three (3) inch long, in different colors, and in a contrasting color to the background, shall be placed every six (6) inches beginning at five (5) feet and ending at six (6) feet six (6) inches. 2of3 75C -14 22. No person under the age of twenty -one (21) shall sell or deliver alcoholic beverages. 23. Provide a closed circuit television system approved by the police department and capable of viewing and recording events inside and outside the premises including the parking areas with a resolution which will clearly identify individuals for later identification as follows; a) A minimum of one (1) color camera at each cash register that views the front of a customer, from the waist to the top of the head. b) A minimum of one (1) color camera that views the full length side of a customer at the cash register area. c) A color camera recorder capable of recording events on all cameras simultaneously. d) A tape or disc storage library of recorded cameras kept for a minimum of sixty (60) days. e) If video tape 1s used, tapes cannot be taped over more than six (6) times. f) An audio recording component that will record sounds occurring at the customer counter. g) An Internet protocol (IP) -based system is required. 24, It shall be the operator's responsibility to submit a shopping cart containment plan pursuant to SAMO section 33.210. 25. The operator shall be responsible for obtaining all necessary permits for building tenant and freestanding signs. This shall include any window signs and temporary banners. 3 of 3 75C -15 LS 5.23.16 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2016 -21 TO ALLOW OFF - PREMISE SALE OF ALCOHOLIC BEVERAGES AT THE PROPERTY LOCATED AT 2741 WEST MACARTHUR BOULEVARD 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. 2016 -21 to allow an off - premise Alcoholic Beverage Control (ABC) license at the property located at 2741 West MacArthur Boulevard, B. Santa Ana Municipal Code Section 41 -196 requires approval of a conditional use permit for establishments selling alcoholic beverages for either on -site or off-site consumption. C. On May 23, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2016 -21- 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 Section 41- 638, have been established for Conditional Use Permit No. 2016 -21 to allow for off - premise Alcoholic Beverage Control 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 off -sale Alcoholic Beverage Control license will provide an additional service and convenience to the community by offering patrons the ability to purchase alcoholic beverages along with groceries as well as a variety of general merchandise that is available to the general public. The ABC license will not negatively affect the surrounding community as standards are applicable to the license that will reduce potential impacts and avoid the potential for an attractive nuisance being established. By adding alcoholic beverages to other items offered at the store, Super King Resolution No. 2016 -xx Page 1 of 4 75C -16 Market can better serve the community by providing added convenience and a one stop shopping experience. 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 ABC license will not be detrimental to the health, safety, or ,general welfare of persons residing or working in the vicinity as operational standards will ensure that the use will not create any negative or adverse impacts. Super King Market is an established supermarket chain with policies, procedures, and employee training programs focused on security, alcohol responsibility, and preventing the sale of alcoholic beverages to minors, which ensure that alcohol sales are handled in a responsible manner. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed ABC license will not adversely affect the present economic stability or future economic development of properties surrounding the area. Conversely, the approval of this application would enhance the present and future economic stability of the property by further diversifying the products and services offered within the store and in the shopping center in general. Further, this will allow the shopping center to remain competitive with similar uses in the area. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use, The proposed alcohol license will be In compliance with all applicable regulations and operational standards found in Chapter 41 of the Santa Ana Municipal Code regarding off- premise alcohol licenses, Operation standards will ensure the project remains in compliance with all applicable codes and regulations related to alcohol sales to ensure that the use does not impact neighboring properties or create an attractive nuisance. 5, That the proposed use will not adversely affect the General Flan of the city or any specific plan applicable to the area of the proposed use. Resolution No. 2016 -xx Page 2 of 4 75C -17 The proposed use will not adversely affect the General Plan. Supermarkets that offer alcoholic beverages for off - premise consumption are permitted within the General Commercial (GC) General Plan land use designation. The project is consistent with Goals 2 and 5 of the Land Use Element of the City's General Plan which promote land uses that enhance the City's economic and fiscal viability and that mitigate any potential impact crimes such as loitering, disturbing the peace, graffiti and other crimes that impact surrounding businesses and residential neighborhoods. Further, the project fs consistent with Policy 2.2 of the Land Use dement, which encourages land uses that accommodate the City's needs for goods and services. The granting of this application is also consistent with Policy 5.5 of the Land Use Element of the General Plan, which encourages projects that are compatible with surrounding land uses. The use will be located within a neighborhood - serving commercial center 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 for further review per Section 15061(b)(3), which is a general rule exemption applying to projects that have no possibility of having a significant impact on the environment. General Rule Exemption Environmental Review No. 2016 -58 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 project, and any approvals associated with the project; Including, without limitation, any environmental review or approval, except to the extent caused by the sole 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. 2016 -21 for the project located at 2741 West MacArthur Boulevard. 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 May 23, 2016, and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. Resolution No. 2016 -xx Page 3 of 4 75C -18 ADOPTED this 23`d day of May, 2016. AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: James Gartner Chairperson APPROVED AS TO FORM: Sonia R, Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording 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 May 23, 2016. Date: Acting Recording Secretary City of Santa Ana Resolution No, 2618 -xx Page 4 of 4 75C -19 75C -20 LS 6.10.16 RESOLUTION NO, 2016 -XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2016 -21 TO ALLOW OFF- PREMISE SALE OF ALCOHOLIC BEVERAGES AT THE PROPERTY LOCATED AT 2741 WEST MACARTHUR BOULEVARD 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. Applicant is requesting approval of Conditional Use Permit No. 2016 -21 to allow an off - premise Alcoholic Beverage Control (ABC) license at the property located at 2741 West MacArthur Boulevard. B. Santa Ana Municipal Code Section 41 -196 requires approval of a conditional use permit for establishments selling alcoholic beverages for either on -site or off -site consumption. C. On May 23, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2016 -21. By a vote of 5:1, the Planning Commission adopted a resolution approving Conditional Use Permit 2016 -21. D. At its regular meeting on June 7, 2016, the City Council voted to schedule the item fora de novo public hearing on June 21, 2016. E. The City Council 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 Section 41 -638, have been established for Conditional Use Permit No. 2016 -21 to allow for off - premise Alcoholic Beverage Control 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 off -sale Alcoholic Beverage Control license will provide an additional service and convenience to the community by offering patrons the ability to purchase alcoholic beverages along with groceries as well as a variety of general merchandise that is available to the general public. The ABC license will not negatively affect the surrounding Exhibit B Resolution No. 2016 -21 Page 1 of 4 75C -21 El community as standards are applicable to the license that will reduce potential impacts and avoid the potential for an attractive nuisance being established. By adding alcoholic beverages to other items offered at the store, Super King Market can better serve the community by providing added convenience and a one stop shopping experience. 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 ABC license will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity as operational standards will ensure that the use will not create any negative or adverse impacts. Super King Market is an established supermarket chain with policies, procedures, and employee training programs focused on security, alcohol responsibility, and preventing the sale of alcoholic beverages to minors, which ensure that alcohol sales are handled in a responsible manner. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed ABC license will not adversely affect the present economic stability or future economic development of properties surrounding the area. Conversely, the approval of this application would enhance the present and future economic stability of the property by further diversifying the products and services offered within the store and in the shopping center in general. Further, this will allow the shopping center to remain competitive with similar uses in the area. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. The proposed alcohol license will be in compliance with all applicable regulations and operational standards found in Chapter 41 of the Santa Ana Municipal Code regarding off - premise alcohol licenses. Operation standards will ensure the project remains in compliance with all applicable codes and regulations related to alcohol sales to ensure that the use does not impact neighboring properties or create an attractive nuisance. 75C -22 Resolution No. 2016 -21 Page 2 of 4 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. Supermarkets that offer alcoholic beverages for off- premise consumption are permitted within the General Commercial (GC) General Plan land use designation. The project is consistent with Goals 2 and 5 of the Land Use Element of the City's General Plan which promote land uses that enhance the City's economic and fiscal viability and that mitigate any potential impact crimes such as loitering, disturbing the peace, graffiti and other crimes that impact surrounding businesses and residential neighborhoods. Further, the project is consistent with Policy 2.2 of the Land Use Element, which encourages land uses that accommodate the City's needs for goods and services. The granting of this application is also consistent with Policy 5.5 of the Land Use Element of the General Plan, which encourages projects that are compatible with surrounding land uses. The use will be located within a neighborhood - serving commercial center and its operations will be compatible with the surrounding commercial businesses. F. In accordance with the California Environmental Quality Act, the recommended action is exempt for further review per Section 15061(b)(3), which is a general rule exemption applying to projects that have no possibility of having a significant impact on the environment Genei a' P u'° Exemption Environmental Review No. 2016 -58 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 project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 3. The City Council of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2016 -21 for the project located at 2741 West MacArthur Boulevard. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Council Action dated June 21, 2016, and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. Resolution No. 2016 -21 Page 3 of 4 75C -23 ADOPTED this _ day of June, 2016. m APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: as z Lisa Storck Assistant City Attorney AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: NOT PRESENT: COUNCIL MEMBERS: Miguel A. Pulido, Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016- to be the original resolution adopted by the City Council of the City of Santa Ana on June 2016. Clerk of the Council City of Santa Ana 75C -24 Resolution No. 2016 -21 Page 4 of 4